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                                                                    EXHIBIT 10.5


This GUARANTEE AND POSTPONEMENT OF CLAIM is dated for reference May 30, 2007
(P948 Release No. 1)

BETWEEN:
      MICHAEL DAVIES, 33251 Questa Way, Dana Point, California 92629, USA.

                                    (hereinafter referred to as "the Guarantor")
                                                               OF THE FIRST PART
AND:
      0761291 B.C. Ltd., a British Columbia company (Incorporation
      No.BC0761291) which has its registered and records office located at
      Suite 107 - 20644 Eastleigh Crescent, Langley, British Columbia, V3A 4C4.

      Paul Hughes, 7288 Beechwood Street, Vancouver, B.C. V6P 5V4

      Eat-Me Foods, Ltd., 404-1066 Hamilton Street, Vancouver, B.C. V6B 2R9

                                       (hereinafter referred to as "the Lender")
                                                              OF THE SECOND PART

A. WHEREAS the Guarantor is associated in business with Reclamation Consulting
and Applications, Inc., a Colorado corporation (hereinafter referred to as the
"Borrower") and has a financial interest in the business success of the
Borrower;

B. AND WHEREAS the Lender has agreed to lend to the Borrower the sum of $400,000
on the security, INTER ALIA, of a Secured Convertible Debenture (hereinafter
referred to as "the "Debenture");

C. AND WHEREAS the Lender, as a condition of making the said loan to the
Borrower, has requested that the Guarantor provide the guarantee hereinafter
contained;

      NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the sum of
$400,000 now paid by the Lender to Reclamation Consulting and Applications, Inc.
(the sufficiency and receipt of which by the Borrower is hereby acknowledged by
the Guarantor), and in consideration of the premises and the mutual covenants
and agreements hereinafter set forth, the participants hereby agree each with
the other as follows:

ARTICLE 1 -- DEFINITIONS AND INTERPRETATION

1.1   "Indebtedness" includes any and all advances to and debts (whether for
      principal, interest or otherwise), obligations, endorsements, duties,
      responsibilities, guarantees, indemnities, undertakings, promises and
      liabilities of the Borrower to the Lender under the Debenture heretofore,
      now, or henceforth made, incurred or created, whether due or not due,
      absolute or contingent, determined or undetermined, or whether recovery
      upon such indebtedness may be or may henceforth become barred by reason of
      any statute of limitations or may be, or may henceforth become otherwise
      unenforceable and irrespective of the genuineness, validity or regularity
      thereof, or of any security therefor or of the existence or extent of any
      such security.

1.2   "Participant" means either party to this Agreement. "Participants" means
      both parties to this Agreement.

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1.3   "Person" means any natural person, partnership, trust, society, body
      corporate, body politic and any other legal entity, including (without
      limiting the generality of the foregoing) any ministry, department, agency
      of, or statutory body created by, any government, including a municipal
      government. The term "person" as used herein means "person or persons"
      wherever the circumstances to which the provisions of this Agreement are
      to be applied shall reasonably admit or require.

1.4   Where a word or an expression is defined in this Agreement, other parts of
      speech and grammatical forms of the same word or expression have
      corresponding meanings. The words and expressions defined in this article
      shall have the meanings herein set out throughout this Agreement
      irrespective of whether they are printed in a bold font or otherwise
      emphasized, and irrespective of whether the first letter of each appears
      in upper case or lower case type.

1.5   Wherever any pronoun is used in this Agreement, the same shall be
      construed to mean the masculine or the feminine, the singular or the
      plural, or the body politic or body corporate, where the context in which
      this term is found within this Agreement or the circumstances to which the
      provisions of this Agreement are to be applied shall reasonably admit or
      require.

1.6   The terms and conditions herein set out shall enure to the benefit of and
      shall bind each of the participants and his every successor in interest,
      including, without limiting the generality of the foregoing, any and all
      companies succeeding a corporate participant by reason of amalgamation,
      all receivers and receiver-managers, all liquidators, all
      trustees-inbankruptcy, all committees, personal representatives and heirs.

ARTICLE 2 -- GUARANTEE

2.1   The Guarantor hereby unconditionally guarantees and covenants to pay or to
      cause to be paid to the order of the Lender any and all indebtedness of
      the Borrower to the Lender at any time immediately up on the Lender's
      demand for the same only at the time of default of the loan agreement
      between the Lender and the Borrower.

ARTICLE 3 -- REPRESENTATIONS AND WARRANTIES

3.1   The Guarantor represents and warrants to the Lender as follows:

      3.1.1 The execution and delivery of this Guarantee is not, and the
            performance of this Guarantee will not be, in contravention of, or
            in conflict with, any agreement, indenture or undertaking to which
            the Guarantor is a party or by which his property is or may be bound
            or affected and does not, and will not, cause any security interest,
            lien or other encumbrance to be created or imposed upon any such
            property, other than as herein contemplated.

      3.1.2 There is no litigation or other proceeding pending, or to the
            knowledge of the Guarantor, threatened against, or affecting him or
            his property which, if determined adversely to him, would have a
            materially adverse effect on his financial condition or property.

      3.1.3 The Guarantor is not in default with respect to any order, writ,
            injunction, decree or demand of any court of other governmental or
            regulatory authority which would have a materially adverse effect on
            his financial condition or property.

ARTICLE 4 -- GUARANTEE INDEPENDENT

4.1   The liability of the Guarantor hereunder is independent of the obligations
      of the Borrower, and a separate action may be brought and prosecuted
      against the Guarantor whether such action is brought or prosecuted against
      the Borrower or whether the Borrower is joined in any such action or
      actions. The liability of the Guarantor hereunder is independent of and
      not in consideration of or contingent upon the liability of any other
      person under any similar instrument and the release of, or cancellation
      by, any grantor of any similar instrument shall not act to release or
      otherwise affect the liability of the Guarantor hereunder.

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ARTICLE 5 -- AUTHORIZATION

5.1   The Guarantor authorizes the Lender, without notice or demand and without
      affecting the Guarantor's liability hereunder, from time to time:
      (a)   to take and to hold security for the payment of the indebtedness
            hereby guaranteed, or any part thereof, and to exchange, to enforce,
            to waive or to release any such security and to apply any such
            security and direct the order or manner of sale thereof as the
            Lender in its discretion may determine;
      (b)   to release or to substitute any one or more endorsers, guarantors
            and/or other obligors of this Guarantee or any other guarantee of
            the indebtedness hereby guaranteed, or any part thereof;
      (c)   to grant any other indulgence to the Borrower or to any other person
            in respect of the indebtedness hereby guaranteed; and/or
      (d)   to make advances under the Debenture to the Borrower or to such
            other person as any officer of the Borrower may direct.

ARTICLE 6 -- WAIVERS

6.1   The Guarantor waives the right to require the Lender to proceed against
      the Borrower, to proceed under or to exhaust any security held from the
      Borrower or to pursue any other remedy in the power of the Lender
      whatsoever and the Guarantor waives the right to have the property of the
      Borrower first applied to discharge the indebtedness hereby guaranteed.
      The Lender may, at its election, exercise any right or remedy against the
      Borrower or any security held by the Lender, including, without
      limitation, the right to foreclose upon any such security or to exercise
      any power of sale without affecting or impairing in any way the liability
      of the Guarantor hereunder, and the Guarantor waives any defense arising
      out of the absence, impairment or loss of any right of reimbursement,
      contribution or subrogation or any other right or remedy of the Guarantor
      against the Borrower, or any such security, whether resulting from such
      election by the Lender or otherwise. The Guarantor waives any defense
      arising by reason of the Borrower ceasing to be liable, either in whole or
      in part, to the Lender for the indebtedness hereby guaranteed by way of
      bankruptcy, insolvency or other proceedings whereby liability otherwise
      existing is extinguished by operation of law.

6.2   Until all of the indebtedness hereby guaranteed has been paid in full the
      Guarantor shall have no right of subrogation. The Guarantor waives any
      right to enforce any remedy which the Lender now has or may in future have
      against the Borrower in respect of the indebtedness hereby guaranteed, and
      the Guarantor waives any benefit of, and any right to participate in, any
      security, whether on real or personal property or otherwise, now or
      henceforth held by the Lender until the indebtedness hereby guaranteed has
      been paid in full. The Guarantor acknowledges that this Guarantee is
      security in addition to the Debenture and that the Guarantor is obligated
      to pay any indebtedness of the Borrower to the Lender remaining unpaid,
      notwithstanding any sale of the land and the payment of the proceeds of
      sale to the Lender. The Guarantor waives presentment, notice of
      nonperformance, protest, notice of protest, notice of dishonour and notice
      of acceptance of this Guarantee and of the creation or incurring of new or
      additional indebtedness of the Borrower to the Lender. The Guarantor
      assumes the responsibility for being and keeping himself informed of the
      financial condition of the Borrower, and of all other circumstances
      bearing upon the risk of nonpayment of the indebtedness which diligent
      inquiry would reveal and agrees that the Lender shall have no duty to
      advise the Guarantor of information known to it regarding any such
      condition or circumstance.

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ARTICLE 7 -- SECURITY

7.1   This Guarantee and the agreements of the Guarantor herein contained shall
      take effect and shall be and are hereby declared to be binding upon the
      Guarantor notwithstanding any defect in or omission from any instrument
      under which the Lender has taken any security for the indebtedness hereby
      guaranteed, or any part thereof, or any non-registration or non-filing or
      defective registration or filing thereof. The Guarantor hereby further
      agrees that any loss of any security received by the Lender from the
      Borrower or any other person, whether occasioned through the fault of the
      Lender or otherwise, shall not discharge pro tanto or limit or lessen the
      liability of the Guarantor under this Guarantee.

ARTICLE 8 -- EVIDENCE OF INDEBTEDNESS

8.1   A certificate issued by the Lender which avers the amount of the
      indebtedness of the Borrower to the Lender remaining unpaid at any time
      shall be conclusive and binding evidence of the amount of the said
      indebtedness, and all right to question in any way the Lender's present or
      future method of dealing with the Borrower or any person now or in future
      liable to the Lender for the indebtedness hereby guaranteed, or any part
      thereof, or with any security now or henceforth held by the Lender, or
      with any property covered by such security, is hereby waived by the
      Borrower.

ARTICLE 9 -- PRINCIPAL DEBTOR

9.1   For greater certainty, it is hereby declared to be the intention of the
      participants that this Guarantee shall be construed so as to impose the
      like obligation upon the Guarantor, as if the Guarantor had covenanted as
      principal obligant with the Borrower with respect to the indebtedness
      hereby guaranteed.

ARTICLE 10 -- BANKRUPTCY

10.1  Upon the bankruptcy of the Borrower or of any surety of the whole or of
      any part of the indebtedness hereby guaranteed, the rights of the Lender
      shall not be affected or impaired by any omission by the Lender to prove
      its claim or to prove its full claim. The Lender may prove such claim as
      it sees fit and may refrain from proving any claim and in the discretion
      of the Lender may value as it sees fit or refrain from valuing any
      security held by it without in any way releasing, reducing, or otherwise
      affecting the liability to the Lender of the Guarantor.

ARTICLE 11 -- POSTPONEMENT OF CLAIMS

11.1  All indebtedness and liability, present and future of the Borrower to the
      Guarantor is hereby assigned to the Lender and postponed to the
      indebtedness of the Borrower to the Lender, and all monies received by the
      Guarantor in respect thereof are received in trust for the Lender and
      forthwith on receipt shall be paid to the Lender, the whole without
      limiting the liability of the Guarantor under this Guarantee.

ARTICLE 12 -- GOVERNING LAW AND JURISDICTION

12.1  This Agreement shall be governed by and shall be construed in accordance
      with both the procedural and the substantive laws of the Province of
      British Columbia, Canada, to the exclusion of the law of any other
      jurisdiction. By entering into this Agreement the participants:
      (a)   agree that any cause of action which arises in respect of the
      construction and/or the performance of this Agreement or any provision
      hereof shall be deemed to have arisen in the Province of British Columbia;
      and
      (b)   accept and to attorn to the jurisdiction of the Supreme Court of
      British Columbia. The participants agree that no resort shall be taken to
      any other Court or tribunal in any other jurisdiction, save only where and
      in those instances in which it shall become necessary to seek the
      enforcement of an Order of the Supreme Court of British Columbia beyond
      its territorial jurisdiction.

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12.2  In the event that there should be carried on any litigation between or
      among the participants in respect of the construction or the performance
      of this Agreement, the Guarantor hereby waives any conduct money and which
      may be required to be paid to him pursuant to the Rules of Court. The
      Guarantor agrees to bear all costs of his transportation and accommodation
      and all living expenses incurred by him for the purpose of attending at
      examinations for discovery and trials conducted in the Province of British
      Columbia.

ARTICLE 13 -- GENERAL PROVISIONS

13.1  All agreements, representations and warranties made herein shall survive
      the execution and delivery of this Guarantee.

13.2  No failure or delay on the part of the Lender in the exercise of any
      power, right or privilege hereunder shall operate as a waiver thereof, nor
      shall any single or partial exercise of any such power, right or privilege
      preclude any other or further exercise of any such power, right or
      privilege. All powers, rights and privileges hereunder are in addition to,
      and not in substitution for, any powers, rights or privileges otherwise
      available.

13.3  No alteration, modification or waiver of this Guarantee or any of its
      terms, provisions or conditions shall be binding on the Lender unless made
      in writing.

13.4  Upon the execution and delivery by the Guarantor to the Lender of this
      Guarantee, this Guarantee shall be deemed to be finally executed and
      delivered by the Guarantor notwithstanding the failure or refusal of any
      other party to execute any like guarantee and shall not be subject to or
      affected by any promise or condition affecting or limiting the liability
      of the Guarantor except as set forth herein and no statement,
      representation, agreement or promise on the part of the Lender or any
      officer, employee or agent of the Lender unless contained herein forms any
      part of this guarantee, or has induced the making of it, or shall be
      deemed to affect the liability of the Guarantor hereunder.

13.5  Except as otherwise provided herein, any notice herein required or
      permitted to be given shall be in writing and may be sent by prepaid
      registered post, properly addressed, and if so sent shall be deemed to
      have been received 3 clear days after the mailing thereof, or may be
      delivered personally to a participant, and if so delivered shall be deemed
      to have been received at the time of delivery if a business day and
      otherwise if not a business day on the next succeeding business day. For
      the purpose hereof, the addresses of the participants shall be as shown on
      the first page hereof or such other address as may stipulated from time to
      time by notice in writing.

13.6  In case any provision of this Guarantee shall be invalid, illegal or
      unenforceable, such provision shall be severable from the rest of this
      Guarantee and the validity, legality and enforceability of the remaining
      provisions shall not in any way be affected or impaired thereby.

13.7  This Guarantee shall be binding upon the Guarantor and his heirs,
      successors, executors, administrators and assigns and shall enure to the
      benefit of the Lender and its successors and assigns. The Lender may
      assign this Guarantee or any of its rights and powers hereunder without
      notice, together with all or any of the indebtedness hereby guaranteed,
      and in such event the assignee shall have the same rights and remedies as
      if originally named herein in place of the Lender and be subject to all
      equities between the Lender and the Guarantor then applicable.

13.8  The headings of the Articles of this Guarantee are inserted for
      convenience only and shall not be deemed to constitute a part hereof.

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13.9  The Guarantor hereby agrees to be responsible for and to pay all costs and
      expenses, including, without limitation, reasonable solicitor's fees and
      accountant's fees, incurred by the Lender in connection with the
      collection from the guarantors of the indebtedness hereby guaranteed.

      IN WITNESS WHEREOF the Guarantor gives, grants, executes and delivers this
Guarantee to the Lender.


      SIGNED, SEALED & DELIVERED BY MICHAEL DAVIES THE PRESENCE OF THE
UNDERSIGNED WITNESS:


                                        /s/ Michael Davies
                                        ----------------------------------------
Signature                               MICHAEL DAVIES



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