EMPLOYMENT AGREEMENT between JAMES DARBY and CONSOLIDATED RESOURCE RECOVERY, INC. January 1, 2005

Exhibit 4.33

between ▇▇▇▇▇ ▇▇▇▇▇ and CONSOLIDATED RESOURCE RECOVERY, INC.

January 1, 2005

TABLE OF CONTENTS


1. SERVICES AND TERM			1

1.1 Position and Services			1
1.2 Employment Period			1

2. PERFORMANCE BY EMPLOYEE			2

2.1 Duties			2
2.2 Permitted Outside Activities			2

3. compensation and benefits			2

3.1 Salary			2
3.2 Benefits			2
3.3 Reimbursement			2
3.4 Disability			3
3.5 Vacation			3

4. termination			3

4.1 Death			3
4.2 Termination by Employer			3
4.3 Termination by Employee			3
4.4 Payments in the Event of Termination			4
4.5 Termination of Obligations			4
4.6 Mitigation			4

5. Non-competition, proprietary information and confidentiality			4

5.1 Period of Non-Competition			4
5.2 Proprietary Information			5
5.3 Confidentiality			5
5.4 Unauthorized Use of Confidential Information			5
5.5 Validity			5

6. general provisions			6

6.1 Key-Man Insurance			6
6.2 Enforceability; Severability			6
6.3 Legal Fees and Expenses			6
6.4 Assignment; Benefit			6
6.5 Entire Agreement			6
6.6 Notices			7
6.7 Amendments and Waivers			7
6.8 Headings			7
6.9 Counterparts			7
6.10 Governing Law			8


6.11 Attornment			8
6.12 Remedies Cumulative			8
6.13 Survival			8

EMPLOYMENT AGREEMENT

THIS AGREEMENT made effective January 1, 2005

BETWEEN:

	CONSOLIDATED RESOURCE RECOVERY, INC., a Florida corporation company having its head office at ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇

	(the “Employer”)

AND:

	▇▇▇▇▇ ▇. ▇. ▇▇▇▇▇, of ▇▇▇ ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇

	(the “Employee”)

WITNESS THAT WHEREAS the Employer desires to employ the Employee to continue to supply services to the Employer, and the Employee desires to provide such services to the Employer, on the terms and subject to the conditions set forth herein;

In consideration of the premises and the mutual agreements set forth below, the parties agree as follows:

1. SERVICES AND TERM

1.1 Position and Services

The Employer hereby confirms the employment of the Employee, and the Employee hereby confirms his employment with the Employer, encompassing substantially the same responsibilities as the Employee has, in good faith and in the ordinary course of business, performed for the Employer, and to perform such other duties as may from time to time reasonably be delegated to the Employee by the Employer’s Board of Directors (the “Board”), a committee thereof or a designated officer (collectively, the “Services”). During the Employment Period (as defined below), the Employee will hold the office of Chief Executive Officer of the Employer.

1.2 Employment Period

The Employee will be engaged for the period from January 1, 2005 (the “Effective Date”) to December 31, 2007 (the “Employment Period”).

2. PERFORMANCE BY EMPLOYEE

2.1 Duties

Subject to subsection 2.2 below, during the Employment Period, the Employee will:

	(a)	commit approximately 55% of his professional time and efforts to rendering the Services to the Employer;

	(b)	promote the interests of the Employer in carrying out his duties; and

	(c)	not deliberately take any action which could, or fail to take any action the failure to take which could, reasonably be expected to have a material adverse effect upon the business of the Employer or its subsidiaries.

2.2 Permitted Outside Activities

During the Employment Period the Employee will not carry on or engage in, directly or indirectly, any work or business which in the opinion of the Board is not in the Employer’s best interests or detracts from the proper discharge of the Employee’s obligations under this agreement. For greater certainty, the Employee may hold outside directorships with businesses that are not in competition with the Employer or its affiliates so long as the Employee has not been advised by the Board that in its opinion holding a particular directorship is contrary to the Employee’s obligations under this subsection 2.2.

3. COMPENSATION AND BENEFITS

3.1 Salary

As compensation for the Services, the Employer will pay to the Employee during the Employment Period a salary equal to the U.S.– dollar equivalent of CAD$112,000 per annum. Payment will be made semi-monthly in arrears, initially on the basis that CAD$1.00 = U.S.$0.8259 with an adjustment at the end of each calendar quarter to reflect the average exchange rate between the Canadian dollar and the U.S. dollar over that period, based on the daily noon buying rate certified by the Federal Reserve Bank of New York for customs purposes in New York City for cable transfers in Canadian dollars.

3.2 Benefits

During the Employment Period, the Employer will pay the cost of premiums for health, life and disability insurance and other employee benefits as, in the opinion of the Board, are usually provided to similarly situated executives (“Benefits”).

3.3 Reimbursement

The Employer will reimburse the Employee for all reasonable out-of-pocket expenses incurred by the Employee directly related to the performance by the Employee of the Services, including

travel-related expenses relating to the business of the Employer. The Employee will account for such expenses in accordance with the Employer’s record-keeping requirements.

3.4 Disability

If the Employee becomes unable to perform the Employee’s duties by reason of a disability, the Employee will not be entitled to receive any payments of salary for any such period of disability, but the Employee may receive disability benefits under a disability policy provided to the Employee pursuant to subsection 3.2 hereof, if any, provided the Employee is eligible under the terms of such policy. The Employer may require the Employee to submit to a physical examination by a physician selected by the Employer or insuring entity.

3.5 Vacation

In each calendar year during the Employment Period, the Employee will be entitled to 2.2 weeks’ vacation with pay. All such vacation time will be taken by the Employee at times mutually agreeable to the Employee and the Employer.

4. TERMINATION

4.1 Death

If the Employee should die during the Employment Period, the Employment Period will terminate as of the date of death, but the Employee’s beneficiaries will be entitled to receive payment of unpaid salary up to the date of death and any death benefits payable under any life insurance policies provided to the Employee pursuant to subsection 3.2 hereof.

4.2 Termination by Employer

The Employer, at its option, may at any time terminate the Employment Period:

	(a)	for cause (as that word is understood in the law of wrongful dismissal) without notice and without liability for any claim, action or demand, whether at common law or under any applicable legislation, for damages or loss sustained by him arising out of his employment by the Employer or the termination of that employment; or

	(b)	without cause.

4.3 Termination by Employee

The Employee, at his option, may terminate the Employment Period and all of his obligations hereunder. If the Employee elects to terminate the Employment Period he will give the Employer at least six months’ prior written notice of such election. Upon receipt of such written notice, the Employer may, at its option, earlier terminate the Employment Period by promptly providing the Employee written notice of the date the Employer has selected for such earlier termination and paying the Employee until the date selected by the Employer.

4.4 Payments in the Event of Termination

	(a)	If the Employment Period is terminated by the Employee for reasons other than constructive dismissal (as that term is understood in the law of wrongful dismissal), the Employer will pay the Employee his salary and Benefits (or their cash equivalent if not available due to the termination of employment) through the first to occur of the date of termination or six months after the Employee gives notice of his election to terminate in accordance with subsection 4.3 hereof.

	(b)	If the Employment Period is terminated by the Employer with cause, the Employer will pay the Employee his salary earned to the date of termination in accordance with subsection 3.1 hereof.

	(c)	If the Employment Period is terminated by the Employer without cause (other than pursuant to subsection 4.3 hereof) or by the Employee on the grounds of constructive dismissal, the Employer will pay the Employee his salary through to the second anniversary of the date of termination. The Employer, at its sole option and discretion, may fulfil its obligations to pay amounts due under this subsection 4.4(c) by payment of a lump sum or by continuation of the regularly scheduled salary payments.

4.5 Termination of Obligations

In the event of the termination of the Employment Period in accordance with this section 4, all obligations of the Employer under this agreement will terminate, except as specifically set forth in subsection 4.4 hereof.

4.6 Mitigation

If the employment of the Employee ceases for the reasons contemplated by subsection 4.4(c) hereof, the Employee will not have any duty to attempt to secure other employment.

5. NON-COMPETITION, PROPRIETARY INFORMATION AND CONFIDENTIALITY

5.1 Period of Non-Competition

The Employee covenants and agrees with the Employer that he will not, during the Employment Period and for a period of 24 months following the termination of the Employment Period (whether voluntary or involuntary) within Canada or the Unites States of America provide services, expertise, or otherwise assist as principal, director, officer, agent, manager, employee, consultant or in any other capacity, either directly or indirectly, or undertake, carry on, be engaged in or have financial interest in (including, without limitation, as a shareholder) or with any business which is in competition with the business of the Employer or any of its affiliates.

5.2 Proprietary Information

For the purposes of this section 5, “Proprietary Information” includes information about the Employer disclosed to the Employee, known by the Employee or developed by the Employee, alone or with others, in connection with his employment or other relationship with the Employer, which is not generally known to the industry in which the Employer is or may become engaged, including without limitation information about any of the Employer’s products, equipment, processes and services, and information relating to customers, sources of supply, personnel, methods of production, financing, marketing, pricing, merchandising or sales.

5.3 Confidentiality

The Employee acknowledges that all Proprietary Information is received or developed by him in confidence. During the term of this agreement and thereafter, the Employee will not, directly or indirectly, except as required by the normal business of the Employer or consented to by the Employer:

	(a)	disclose, publish or make available, other than to an authorized employee, officer, or director of the Employer or the Employer’s professional advisers, any Proprietary Information;

	(b)	sell, transfer or otherwise use or exploit any Proprietary Information;

	(c)	permit the sale, transfer, or use or exploitation of any Proprietary Information by any third party; or

	(d)	retain upon termination or expiration of this agreement any Proprietary Information, any copies thereof or any other tangible or retrievable materials containing or constituting Proprietary Information.

5.4 Unauthorized Use of Confidential Information

If, at any time the Employee becomes aware of any unauthorized access, use, possession or knowledge of any Proprietary Information, the Employee will immediately notify the Employer. The Employee will provide all reasonable assistance to the Employer to protect the confidentiality of any such Proprietary Information.

5.5 Validity

The Employee agrees that all restrictions in this section 5 are necessary and fundamental to the protection of the business of the Employer and such restrictions are therefore reasonable and valid, and all defenses to the strict enforcement thereof are hereby waived by the Employee. The Employee recognizes that a breach by him of the covenants herein contained would result in damages to the Employer which could not adequately be compensated for in damages by monetary award. Accordingly, the Employee agrees that in the event of any such breach, in addition to all other remedies available at law or in equity, the Employer will be entitled as a matter of right to apply to a court of competent equitable jurisdiction for relief by way of

restraining order, injunction, decree or otherwise, as may be appropriate to ensure compliance with the provisions of this agreement without proof of any actual damages that have been suffered as a result of such breach. The right to such relief will not be construed to prevent the Employer from pursuing, either consecutively or concurrently, any and all other legal or equitable remedies available to it for such breach or threatened breach.

6. GENERAL PROVISIONS

6.1 Key-Man Insurance

The Employee acknowledges that, during the Employment Period, the Employer may maintain life insurance on the Employee, naming the Employer as the beneficiary of any such policy. The Employee agrees to submit to reasonable examinations and otherwise cooperate with the Employer in obtaining, maintaining and renewing any such policy.

6.2 Enforceability; Severability

It is the desire and intent of the parties hereto that the provisions of this agreement will be enforced to the fullest extent permissible under the laws and public policies applied in each jurisdiction in which enforcement is sought. Accordingly, if any particular provision of this agreement is adjudicated to be invalid or unenforceable, such provision will be deemed amended to delete from this agreement the portion thus adjudicated to be invalid or unenforceable, such deletion to apply only with respect to the operation of such provision in the particular jurisdiction in which such adjudication is made.

6.3 Legal Fees and Expenses

The Employer will pay, upon request and receipt of documentation in support thereof, all reasonable legal fees and expenses which the Employee may incur as a result of the Employer contesting in any proceeding the validity or enforceability of any provision of this agreement.

6.4 Assignment; Benefit

This agreement is personal in its nature and the parties will not, without the prior written consent of the other, assign or transfer this agreement or any rights or obligations hereunder; provided that the provisions hereof will inure to the benefit of, and be binding upon, each successor of the Employer, whether by merger, amalgamation or transfer of all or substantially all of its assets.

6.5 Entire Agreement

This agreement contains the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements or understandings between the parties with respect thereto.

6.6 Notices

All notices, requests and other communications to any party hereunder will be in writing and sufficient if delivered personally or sent by telecopy (with confirmation of receipt) or by registered or certified mail, postage prepaid, return receipt requested, addressed as follows:

If to the Employer, at

Consolidated Resource Recovery, Inc.
▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇
Telecopier No.: (▇▇▇) ▇▇▇-▇▇▇▇

If to the Employee, at:

▇▇▇▇▇ ▇.▇. ▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇
Telecopier No.: (▇▇▇) ▇▇▇-▇▇▇▇

or to such other address as the party to whom notice is to be given may have furnished to the other party in writing in accordance herewith. Each such notice, request or communication will be deemed to have been given when received or, if given by mail, when delivered at the address specified in this Section or on the fifth business day following the date on which such communication is posted, whichever occurs first.

6.7 Amendments and Waivers

No modification, amendment or waiver of any provision of, or consent required by, this agreement, nor any consent to any departure from it, will be effective unless it is in writing and signed by the parties hereto. Such modification, amendment, waiver or consent will be effective only in the specific instance and for the purpose for which given.

6.8 Headings

Descriptive headings are for convenience only and will not control or affect the meaning or construction of any provision of this agreement.

6.9 Counterparts

This agreement may be executed in counterparts, and each such counterpart hereof will be deemed to be an original instrument, and all such counterparts together will constitute one agreement.

6.10 Governing Law

This agreement and its application and interpretation will be governed by the laws of the Province of British Columbia and the laws of Canada applicable therein.

6.11 Attornment

Each party will submit to the jurisdiction of the British Columbia Supreme Court and all courts having appellate jurisdiction over it, in any suit, action or other proceeding arising out of or relating to this agreement commenced in such Court by one party against the other party (a “Permitted Action”), and each party waives and will not assert by way of motion as defence or otherwise in any Permitted Action, any claim that:

	(a)	such party is not subject to the jurisdiction of such court;

	(b)	such permitted action is brought in an inconvenient forum;

	(c)	the venue of such permitted action is improper; or

	(d)	any subject matter of such permitted action may not be enforced in or by such court;

and will not seek and hereby waives in any suit or action brought to obtain a judgment for the recognition or enforcement of any final judgment rendered in a Permitted Action and review, other than by way of appeal, in any Court of any jurisdiction of or pertaining to the merits of any Permitted Action, whether or not such party appears in or defends the Permitted Action.

6.12 Remedies Cumulative

All rights and remedies of either party under this agreement are cumulative and are in addition to and will not be deemed to exclude any other right or remedy allowed by law and all rights and remedies may be exercised concurrently.

6.13 Survival

Sections 5 and 6 hereof will survive the termination of this agreement and the termination of the Employment Period.

IN WITNESS WHEREOF, the parties hereto have duly executed this agreement as of the day and year first written above.


CONSOLIDATED RESOURCE RECOVERY, INC.

Per:
Authorized Signatory

SIGNED, SEALED AND DELIVERED	)
by ▇▇▇▇▇ ▇.▇. ▇▇▇▇▇ in the presence	)
of:	)
	)
	)	(seal)
Name	)	▇▇▇▇▇ ▇. ▇. ▇▇▇▇▇
	) )
Address	)
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	)
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Occupation	)
	)

EMPLOYMENT AGREEMENT between JAMES DARBY and CONSOLIDATED RESOURCE RECOVERY, INC. January 1, 2005

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