RECLAIMATION CONSULTING & APPLICATIONS INC
MANAGEMENT CONTRACT FOR MR. GORDON DAVIES
<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>4
<FILENAME>ex10-1.txt
<DESCRIPTION>MANAGEMENT CONTRACT FOR MR. GORDON DAVIES
<TEXT>


Exhibit 10.1


                      EMPLOYMENT AGREEMENT - GORDON DAVIES

     THIS EMPLOYMENT AGREEMENT is entered into as of the day of January 1, 2002,
by  and  between  Gordon Davies  ("Employee") and  RECLAMATION  CONSULTING  AND
APPLICATIONS, INC., a Colorado Corporation with its principal place of  business
at   23832  Rockfield  Boulevard,  Suite  275,  Lake  Forest,  California  92630
("Company").

1.   RECITALS:

     1.1  The company is in the business of manufacturing and marketing asphalt,
cement  and  related products release agents in liquid form that are  non-toxic,
non-explosive and environmentally compatible, the formulation and ingredients of
which are confidential.

     1.2  Employee has experience in the businesses conducted and to be
conducted by the  Employer,  or  in related businesses, and desires to  be
employed  by  the Company,  and  the Company desires to employee the Employee,
on  the  terms  and conditions specified below

2.   COVENANTS:

     In consideration of the recitals and mutual covenants contained herein, the
parties agree that:

     2.1  Employment.  The Company will employ Employee to serve as President,
with the  duties  listed and defined by the Company or the Board, in connection
with the  Company's  operations and Employee does hereby accept such employment,
all subject to the terms and provisions of this Agreement.  Employee represents
that he  is  legally free to enter into this agreement and that it does not
conflict with any of his duties or obligations to any other person and that he
is not  in any  way  restricted  by  any duties or obligations to  any  other
person  from contributing his knowledge and talents to the Company in performing
his  duties hereunder.

     2.2  Term.  This Agreement shall have an initial three-year term, which
shall be automatically renewed each year thereafter unless the Company, upon
thirty  (30) days  prior  notice notifies Employee of its intent not to renew
the  Agreement. Notwithstanding  the  foregoing, the Company or the Employee
may  at  any  time terminate  this  Agreement and the employment relationship on
thirty  (30)  days prior notice to the other, with the consequences hereinafter
set forth.

     2.3  Compensation.  During the first twelve months of employment, the
Company agrees  to compensate Employee (from the commencement of this agreement)
at  the rate of not less than $135,200 per year base compensation for the first
year  of employment.   Thereafter, Employee's annual compensation shall be
increased  by 20%  on  each  anniversary  date of this agreement, provided  that
the  Company reaches  a minimum net profit of $250,000.  In no event shall
Employee's minimum base  compensation be reduced below $135,200 per year.  Such
compensation  shall be payable monthly or on such more frequent basis as the
Company may establish.

     2.4  Bonuses.  An annual bonus will be paid to Employee, the amount of
which is based upon the Company's net profits and shall be structured as
follows:

June 30, 2002 through June 30, 2003

        RCAI               % of Salary       Salary         Bonus
     Net Profit           Paid as Bonus      Amount         Amount

       $250,000                 10%         $135,000        $13,500
       $500,000                 20%         $135,000        $27,000
       $750,000                 30%         $135,000        $40,500
     $1,000,000                 40%         $135,000        $54,000
     $1,250,000                 50%         $135,000        $67,500
     $1,500,000                 60%         $135,000        $81,000
     $1,750,000                 70%         $135,000        $94,500
     $2,000,000                 80%         $135,000       $108,000
     $2,250,000                 90%         $135,000       $121,000
     $2,500,000                100%         $135,000       $135,000

June 30, 2003 through June 30, 2004

        RCAI               % of Salary       Salary         Bonus
     Net Profit           Paid as Bonus      Amount         Amount

       $250,000                 10%         $160,000        $16,200
       $500,000                 20%         $160,000        $32,400
       $750,000                 30%         $160,000        $48,600
     $1,000,000                 40%         $160,000        $64,800
     $1,250,000                 50%         $160,000        $81,000
     $1,500,000                 60%         $160,000        $97,200
     $1,750,000                 70%         $160,000       $113,400
     $2,000,000                 80%         $160,000       $129,600
     $2,250,000                 90%         $160,000       $145,800
     $2,500,000                100%         $160,000       $162,000

June 30, 2004through June 30, 2005

        RCAI               % of Salary       Salary         Bonus
     Net Profit           Paid as Bonus      Amount         Amount

       $250,000                 10%         $194,000        $19,400
       $500,000                 20%         $194,000        $38,800
       $750,000                 30%         $194,000        $58,200
     $1,000,000                 40%         $194,000        $77,600
     $1,250,000                 50%         $194,000        $97,000
     $1,500,000                 60%         $194,000       $116,400
     $1,750,000                 70%         $194,000       $135,800
     $2,000,000                 80%         $194,000       $155,200
     $2,250,000                 90%         $194,000       $174,600
     $2,500,000                100%         $194,000       $194,000

     2.5   Stock  Options.  The option to purchase 1,500,000  shares of common
restricted stock in  the Company has been granted in Employee's  name.   All
options shall expire 5-years from the vesting date.  550,000 of these options
have been carried over from Employee's previous Employment Agreement with  the
Company.  Options will be vested annually, subject to continued employment, and
released  to  Employee as per the schedule below.  The corresponding number of
share options shall be vested to Employee at the purchase values and on  the
dates indicated.

     No. Options         Date Available           Exercise Price

     500,000             January 15, 2002         $0.40 per share
     500,000             January 15, 2003         $0.40 per share
     500,000             January 15, 2004         $0.40 per share

Additional  stock options shall be granted to Employee each year  following  the
above  schedule on the anniversary date of this Agreement, the amount and  price
of which to be determined solely by the Company.

     2.6  Duties.  Employee agrees to devote his energies to the business of the
Company and agrees to perform such reasonable responsibilities and duties as may
be assigned to him from time to time by the Company or by the Company's board of
directors, which shall be consistent with his position as President.  In no
event shall the Employee be precluded from activities in professional societies,
or from lecturing or writing in areas of  his  professional expertise for
reasonable periods, and Employee shall be entitled to retain fees, honoraria,
publication royalties and  similar compensation paid as a result of such
activities.

     2.7  Additional Benefits.  The Company agrees to reimburse Employee
promptly for or to pay on behalf of Employee, any reasonable expenses heretofore
or hereafter incurred by Employee (to the extent not paid by others) in the
furtherance of the goals of the Company upon submission of a satisfactory
accounting by Employee, and to provide Employee with the following additional
benefits:

     2.7.1     A minimum of three weeks annual paid vacation.  Vacation shall
accrue on a monthly basis or part thereof; however, once unused vacation has
accrued to a  maximum of three weeks, accrual of additional vacation shall cease
until  the balance of accrued vacation has been reduced below six weeks.  The
Company  will not  cause the vacation accrual to cease by withholding its
approval of  any  of the Employee's vacation requests.

     2.7.2     Any other standard benefits that may be established by the
Company or its affiliates for its employees.

     2.8  Non-Disclosure of Confidential Information.  It is understood that
employee will   acquire  and  be  informed  of  confidential  technical  and/or
business information  used by and belonging to the Company ("Confidential
Information"), including  Confidential  Information as defined in the Company's
EMPLOYEE  NON- DISCLOSURE AND NON-COMPETITION AGREEMENT.  Employee agrees that
some or  all  of such  Confidential Information is in the nature of trade
secrets and is the sole property of the Company.  Employee will keep
confidential, and will not disclose to  any  third person or entity, any
Confidential Information without Employer's consent  and  pursuant  to  the
proceedings further  defined  in  the  Company's EMPLOYEE NON-DISCLOSURE AND
NON-COMPETITION AGREEMENT.

     2.9  Confidentiality after Termination of Employment.  Employee agrees that
upon termination of employment, he or she shall surrender promptly to the
Company any and  all  documents and property of the Company, including, but not
limited  to: reports,   drawings,   manuals,  correspondence,  customer   lists
and   other Confidential  Information which he or she may possess, and all other
materials and  all copies thereof relating in any way to the Company's business,
or in any way  obtained by the Employee during the course of his employment, and
that  he shall  not  retain  any copies, notes or abstracts of the  foregoing.
Employee further  agrees that such documents, lists and information shall be
and  remain the  sole  property  of the Company.  All of the terms of  paragraph
2.8  shall remain  in  full force and effect both during the continuation of
employment  of Employee by the Company and after the termination of employment
for any reason.

     2.10 Confidentiality.  Employee agrees to execute standard Company
documents establishing  the  Employee's duties of confidentiality and the rights
of  the Company to all inventions, trade secrets, etc., developed by the
Employee in the course of his employment, namely the EMPLOYEE NON-DISCLOSURE AND
NON-COMPETITION AGREEMENT.

     2.11 Non-Competition.  Employee agrees that during the term of his
employment by Company, Employee will not engage in any way whatsoever, directly
or indirectly, in  any  business that is competitive with the Company and its
subsidiaries  and affiliate operations, nor solicit or in any other manner work
for or assist  any business which is competitive to the Company and its
subsidiaries and affiliate operations.

     2.12  Non-Participation in Competitive Activities.  During the term of this
agreement, Employee will undertake no planning for or organization of any
business activity competitive with the work he performs as an Employee of the
Company and its subsidiaries and affiliate operations, and Employee will not
combine or participate with other employees of the Company and its subsidiaries
and affiliate operations for the purpose of organization of any such competitive
business activity.

     2.13 Assignment to Company of Proprietary Rights.  Employee agrees to
execute any  and all documents and take any and all other actions necessary or
desirable for  the assignment to the Company and its subsidiaries and affiliate
operations of  all  of  his  interests  in  any Confidential  Information, trade
secrets, copyrightable materials and patentable or patented ideas developed by
him, alone or in conjunction with others, in the course of his employment by the
Company.

     2.14 Injunctive Relief.  The parties hereto agree and acknowledge that many
of the  rights  conveyed by this Agreement are of a unique and special  nature
and that the Company and its subsidiaries and affiliate operations will not have
an adequate remedy at law in the event of failure of Employee to abide by its
terms and  conditions, nor will money damages adequately compensate for  such
injury. It  is,  therefore, agreed between the parties that in the event  of
breach  by Employee  of  Employee's covenants contained in this Agreement, the
Company  and its  subsidiaries  and affiliate operations shall have the rights,
among  other rights,  to  damages  sustained  thereby  and  to  a  preliminary
or  permanent injunction to restrain Employee from the prohibited acts. Employee
agrees  that this  Paragraph  shall  survive  for  one year  after  the
termination  of  his employment,  and Employee shall be bound by its terms for a
period of  one  year subsequent to the termination of his employment, providing
that the Company  and its  subsidiaries and affiliate operations continue to
conduct the same business or  businesses  as  they were conducting during the
period  of  this  Agreement. Nothing  herein contained shall in any way limit or
exclude any  and  all  other rights  granted  by  law  or  equity to the Company
and  its  subsidiaries  and affiliate operations.

     2.15 Termination of Employment.  If Employee's employment terminates or  is
terminated, the  rights and obligations of the parties shall depend upon  the
reason for termination.  Termination may occur for any one of the following
reasons:  termination by the Company for cause, termination  by the Company
without cause, termination by Employee without cause, termination by Employee
with  cause, or termination of Employee by reason of his death or long-term
disability.

     2.15.1    Termination by Company for Cause.  In the event of termination by
the Company  for  cause, which shall consist only of specific actions knowingly
and intentionally  taken  by  Employee to the specific  material  detriment  of
the Company  and not reasonably intended by him to benefit the company, the
Employee will receive all unpaid salary, bonuses, and other benefits accrued
through  the last  day  of  employment.  Employee agrees, if he is so terminated
for  cause, that,  for a period of one year following the termination of
employment  of  the Employee,  Employee  will  not  engage  in  any  way
whatsoever, directly or indirectly,  in  any  business that is competitive with
the Company  and  its subsidiaries  and  affiliates  utilizing any Confidential
Information  acquired while organizing, founding, or acting as an officer,
director or employee of the Company,  its  subsidiaries  or affiliates, nor
solicit  customers,  investors, service providers, or strategic partners of the
Company, with the Company's,  or its  subsidiary's or affiliates' business
whether by interfering with or raiding their  employees, or  disrupting or
interfering with their  relationships  with customers, investors, service
providers, or strategic partners.  Employee  will have thirty  days after
termination by the Company for cause to  challenge  the termination.  Employee
may challenge the termination by the Company for cause by sending written notice
to that effect to the Company via registered or certified mail, postmarked no
later than 30-days from the date that employee received notice from  the Company
that Employee was being terminated by the Company for cause.  The Company and
Employee will each select an arbitrator who will each review the facts
surrounding the termination and the challenge.  The arbitrators will decide
whether the Company was justified in terminating the Employee  for cause.  If
the arbitrators cannot agree whether the Company was justified  in terminating
Employee for cause, the arbitrators will select a third arbitrator who  will
make  the  determination of whether  the  Company was justified  in terminating
the Employee for cause.  The arbitration proceeding shall be conducted  in
accordance with the provisions of California's Arbitration act, Code  of Civil
Procedure, Sections 1280, et seq.  The Company and Employee agree to abide by
the decision of the arbitration.

If  the  arbitrators agree or if the third arbitrator determines, as applicable,
that the Company was not justified in terminating the Employee for cause, within
72 hours of receiving the arbitration decision that the  termination by the
Company for cause was not justified, the Company will pay Employee back pay for
all  salaries and benefits from the date of termination through the date of the
arbitration decision.  The termination will then be treated as a termination by
the Company without cause, subject to the provisions of subparagraphs

     2.15.2    Termination by Company without Cause.  In the event of
termination by the Company without cause, i.e., an involuntary termination, or
notification  by the Company of an intent not to renew the Agreement pursuant to
paragraph 2.2 of this  Agreement, Employee shall be entitled to elect to receive
severance pay equal to 50% of the annual total compensation in effect in the
last month  of employment, but in no cause less than $67,600 and will receive
all unpaid salary, bonuses, and other benefits accrued through the last day of
employment.

     2.15.3    Termination by Employee without Cause. In the event of
termination by Employee without cause, i.e., a voluntary termination, the
Employee will receive all  unpaid salary, bonuses, and other benefits accrued
through the last day  of employment.   Employee agrees, if he so terminates
without cause,  that,  for  a period  of  one  year following the termination of
employment of  the  Employee, Employee will not engage in any way whatsoever,
directly of indirectly,  in  any business  that  is competitive  with  the
Company  and  its  subsidiaries  and affiliates  utilizing  any Confidential
Information acquired  while  organizing, founding,  or  acting as an officer,
director or employee of the  Company,  its subsidiaries,   or   affiliates,  nor
solicit  customers,  investors,   service providers,  or strategic partners of
the Company, or any of its subsidiaries  or operating  affiliates; or  disrupt,
damage,  impair  or  interfere  with   the Company's,  or  its subsidiary's or
affiliates' business whether by  interfering with  or  raiding  their employees,
or disrupting  or  interfering with  their relationships  with customers,
investors,  service  providers   or   strategic partners. Thereafter,  he will
be free to so compete  or  participate  with  a competitor.

     2.15.4    Termination by Employee with Cause. In the event of receipt of
notice of  termination by Employee with cause, which shall consist only of  a
material breach of the agreement by the Company including, without limitation,
nonpayment of  salary or other compensation due, non-reimbursement of business
expenses, or failure  to  provide  either health insurance allowance  or
coverage  or  other benefits,  the  Company  will  have  thirty days  after
receipt  of  notice  of termination  by Employee to challenge the termination by
Employee  with  cause. The Company and Employee will each select an arbitrator
who will each review the facts  surrounding  the  termination and the challenge.
The arbitrators  will decide  wither  the  Employee is justified in terminating
with  cause.   If  the arbitrators  cannot agree whether the Employee is
justified in terminating  with cause,  the  arbitrators will  select a third
arbitrator  who  will  make  the determination  of whether the Employee is
justified in terminating  with  cause. The  arbitration proceeding shall be
conducted in accordance with the provisions of California's Arbitration act,
Code of Civil Procedure, Sections 1280, et seq. The Company and Employee agree
to abide by the decision of the arbitration.

If  the arbitrators agree, or if the third arbitrator determines, as applicable,
that  the  Employee is justified in terminating with cause, or  if  the  Company
fails  to challenge the termination by the Employee with cause within the thirty
day  period,  the Employee shall be entitled to elect to receive severance  pay
equal  to  100% of the annual total compensation in effect in the last month  of
employment, but in no case less than

$135,200 and will receive all unpaid salary, bonuses, and other benefits accrued
through  the last day of employment plus 30 days.  If the arbitrators agree,  or
if  the  third  arbitrator determines, as applicable, that the Employee  is  not
justified  in  terminating with cause, the termination  will  be treated  as  a
termination   by   Employee  without  cause,  subject  to  the   provisions   of
subparagraphs 2.15.3.

     2.15.5    Termination by Death or Disability.  In the event of termination
by reason  of  death of the Employee or the long-term disability of  the
Employee, Employee  shall be entitled to termination pay equal to three month's
pay  plus three  month's benefits, and will receive all unpaid salary, bonuses,
and  other benefits  accrued  through the last day of employment.  All payments
due  under this paragraph  will  be made on the date of termination  of
employment.   For purposes  of this section, the Company may terminate the
Employee due  to  long- term  disability if the Employee is unable to perform
any of his  duties  for  a period  of  ninety consecutive days or more, for
reasons of sickness or injury. Additionally, in the event of the long-term
disability of Employee, if  Employee is terminated by the Company and then
subsequently recovers from the disability, Employee  will be free to compete in
any way whatsoever, directly or indirectly, in  any business that is competitive
with the Company, and may solicit or in any other  manner  work  for  or assist
any business which  is  competitive  to  the Company.

     2.15.6    Severance Pay. If Employee elects to receive the severance pay
provided for in subparagraph 2.15.2 or 2.15.4, whichever is applicable, and that
severance pay together with all other payments required by this Agreement are
paid to Employee in accordance with subparagraph 2.15.7, Employee agrees that
for a period  of one year following the termination of  employment of the
Employee, Employee will not engage in any way whatsoever, directly or
indirectly, in any business that is competitive with the Company and  its
subsidiaries and affiliates utilizing any Confidential Information acquired
while organizing, founding, or acting as an officer, director or employee of the
Company,  its  subsidiaries or  affiliates, nor solicit  customers, investors,
service providers, or  strategic partners of the Company, or any of its
subsidiaries or operating affiliates; or disrupt, damage, impair or interfere
with the Company's, or its subsidiary's or affiliates' business whether by
interfering with or raiding their employees, or disrupting or interfering with
their relationships with customers, investors, service providers or strategic
partners.

If  Employee elects not to receive such severance pay, Employee will be free  to
compete  in any way whatsoever, directly or indirectly, in any business that  is
competitive with the Company, and may solicit or in any other manner work for or
assist any business which is competitive to the Company.

     2.15.7    Termination for any reason. In the event of termination for any
reason, all pay due under this Agreement except for severance pay is payable  by
the Company on the last day of employment. Severance pay, when applicable, will
be  paid  as follows:  one-half on the last day of employment and the  remaining
payments in three equal monthly installments payable on the first of months four
through six.

     2.16      Future Agreement. This Agreement and the documents referred to
herein contain  the  entire agreement of the parties relevant to  the  subject
matter hereof, and it may be amended only by a written document signed by both
Employee and Company.

     2.17      Governing Law.  The laws of California, without regard to
conflicts of laws principles thereof, shall govern this agreement.

     2.18      Binding Effect.  This Agreement shall inure to the benefit of and
be binding upon the heirs, successors and assigns of the parties hereto.



                    EMPLOYEE:






                         [Print Name]


                    RECLAMATION CONSULTING AND APPLICATIONS, INC.



                    By:


                    Its.


</TEXT>
</DOCUMENT>
