EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT (this "Agreement"), is entered into as of April 1, 2008, by and between Waste2Energy, Inc., a Delaware corporation (the "Company"), and Christopher d'Arnaud-Taylor (the "Executive").

WHEREAS, Company desires to employ Executive, and Executive desires to be employed by Company, upon the terms and conditions hereinafter set forth.

NOW, THEREFORE, in consideration of the covenants herein contained, and other good and valuable consideration, the receipt and adequacy of which are hereby forever acknowledged, the parties, with the intent of being legally bound hereby, agree as follows:

1.   Term. The term of this Agreement shall commence on the first day of April, 2008 (the "Effective Date") and shall end on the date which is the third anniversary of the Effective Date unless Executive's employment is terminated earlier in accordance with this Agreement (the "Initial Term"); provided, however, that the term of this Agreement shall automatically be extended beyond the Initial Term for a one year period, effective upon the third anniversary of the Effective Date (the "Renewal Term") unless either party notifies the other by a date which is ninety (90) days prior to the expiration of the Initial Term that such party desires not to extend the Initial Term beyond the third anniversary of the Effective Date. This Agreement shall continue for successive one-year Renewal Terms unless and until either party gives ninety (90) days notice to the other of its desire not to extend further the term of this Agreement beyond the end of the then-current Renewal Term, or this Agreement is otherwise terminated pursuant to Section 5 hereof. The term of this Agreement, whether during the Initial Term or any Renewal Term, shall be referred to as the "Term."

2.    Position and Responsibilities.

2.1 Position. Executive will be employed by Company to render services to Company in the position of Chairman and Chief Executive Officer, reporting to the Company's Board of Directors. In that capacity, Executive shall be responsible for Company's long-term and short-term strategy, which includes, but is not limited to overseeing the Company's operations, business activities, implementation of its budgets, and financing strategies. Executive shall also perform such other duties as may be consistent with Executive's position. Executive shall report directly to the Board of Directors of Company. Executive shall, in all material respects, abide by all material and written Company rules, policies, and practices as adopted or modified, from time to time, in Company's sole discretion; and Executive shall attempt to use his best efforts in the performance of his duties hereunder. Executive's principal place of business in the performance of his duties and obligations under this Agreement shall be in the New York City metropolitan area. Notwithstanding the preceding sentence, Executive will engage in such travel and spend such time in other places as may be necessary or appropriate in furtherance of his duties hereunder.

2.2 Other Activities. While employed by Company, Executive shall devote at least 80% of his work time to Company's business utilizing his full, attention, and skill to perform his assigned duties, services, and responsibilities hereunder, and shall act at all times in the furtherance of Company's business and interests. Executive shall not, during the term of this Agreement engage, directly, in any other business activity which could reasonably be expected to materially interfere with Executive's duties and responsibilities hereunder or create a conflict of interest with Company. The foregoing limitations shall not prohibit Executive from making and managing his personal and family investments in such form or manner as will neither require Executive's services in the operation or affairs of the companies. Company acknowledges that Executive will from time-to-time serve on the boards of corporations, advisory committees, trade organizations, philanthropic organizations or other entities.

2.3 No Conflict. Executive represents and warrants that Executive's execution of this Agreement, Executive's employment with Company, and the performance of Executive's duties under this Agreement shall not violate any obligations Executive may have to any other employer, person, or entity, including but not limited to any obligations with respect to not disclosing any proprietary or confidential information of any other person or entity.

3 .     Compensation and Benefits.

3.1 Base Salary. In consideration of the services to be rendered under this Agreement, Company shall pay Executive an initial base salary of three hundred thousand dollars ($300,000) per annum. ("Base Salary"), exclusive of Business Expenses as defined in Article 3.5, and in accordance with Company's standard payroll and expense reimbursement policies. Executive agrees to draw the Base Salary at the rate of $15,000 per month and defer the balance until the earlier of December 31, 2008 or when Company receives more than $1 million in funding. Executive's Base Salary will be reviewed, from time to time, and may be adjusted (upward, but not downward) at the discretion of the Board. The first such review shall be at the earlier of December 31, 2008 or upon the closing of the second round of capital funding in the amount of $8 million dollars. Salary shall be paid in arrears on the I ^s ' and 15 ^th of each month commencing on the effective date hereof.

3.2 Cashless Warrants. In consideration of the services to be rendered under this Agreement, Company hereby grants Executive "cashless" warrants to purchase 2,000,000 shares of Company's Common Stock at a price of $0.50 per share vested upon execution of this Agreement. Such Warrants shall be more fully documented in the actual Warrant agreement. The warrants set forth in this Section 3.1 shall expire on the tenth (10 ¹ ) anniversary of the Effective Date.

3.3 Additional Incentives. Bonuses and Benefits. Executive understands that there are no additional incentive, bonus or benefits plans in effect at the Effective Date. During the Employment Period, subject to, and to the extent Executive is eligible under their respective terms, Executive shall be entitled to receive such fringe benefits as are, or are from time to time hereafter, generally provided by Company to Company's employees of comparable status (other than those provided under or pursuant to separately negotiated individual employment agreements or arrangements and other than as would duplicate benefits otherwise provided to Executive)

3.5 Vacation. During the Term, Executive shall be entitled to vacation each year in accordance with Company's policies in effect from time to time, but in no event less than six (6) weeks paid vacation per calendar year. Executive shall also be entitled to such periods of sick leave as is customarily provided by Company for its senior executive employees.

3.6 Business Expenses. Throughout the term of Executive's employment hereunder, Company shall promptly reimburse Executive for all reasonable and necessary travel, entertainment, promotional, and other business expenses that may be incurred by Executive in the course of performing Executive's duties, including but not limited to cell phone service, portable e-mail service and such other customary expenses incurred by principal executive officers. Authorized expenses shall be reimbursed by Company in accordance with policies and practices adopted, from time to time, by Company concerning expense reimbursement for employees and shall be reimbursed upon timely presentation to Company of an itemized expense statement with respect thereto, including substantiation of expenses incurred and such other documentation as may be required by Company's reimbursement policies from time to time and in accordance with US Internal Revenue Service guidelines.

3.7 Additional Benefits. Upon the request of the Executive, the Company shall be required to maintain a directors and officers insurance policy covering the executive with a minimum coverage of $5,000,000.

4 .      Nondisclosure of Confidential and Proprietary Information. At all times before and after the termination of Executive's service (for any reason by Company or by Executive), Executive agrees to keep all Confidential or Proprietary Information in strict confidence and secrecy, and not to disclose or use the Confidential or Proprietary Information in any way outside of Executive's assigned responsibilities for Company. "Confidential or Proprietary Information" means any non-public information or idea (whether or not a trade secret) relating to the business of Company that is not generally known outside Company or not generally known in the industry or by persons engaged in businesses similar to that of Company (including information which may be available from sources outside Company, but not in the form, arrangement, or compilation in which it exists within Company) that Company considers confidential, including, but not limited to: (i) customer lists and records of current, former, and prospective customers; (ii) special needs and characteristics of current, former, or prospective customers; (iii) present or future business plans; (iv) trade secrets, proprietary, or confidential information of any customer or other entity to which Company owes an obligation not to disclose such information; (v) marketing, financing, business development, or strategic plans; (vi) sales methods, practices, and procedures; (vii) personnel information; (viii) research and development data and projections; (ix) information or data concerning Company's competitive position in its various lines of business; (x) existing, new, or envisioned products, programs, services, methods, techniques, processes, projects, or systems; and (xi) sales, pricing, billing, costs, and other financial data and projections. All documents containing this information will be considered Confidential or Proprietary Information whether or not marked with any proprietary or confidential notice or legend. Notwithstanding the foregoing, nothing herein shall prohibit Executive from disclosing any information: (1) in connection with performance of his duties hereunder as he deems in

good faith to be necessary or desirable; or (2) if compelled pursuant to the order of a court or other governmental or legal body having jurisdiction over such matter. In the event Executive is compelled by order of a court or other governmental or legal body to communicate or divulge any such information, knowledge or data, he shall promptly notify Company.

5 .     Termination; Rights and Obligations on Termination. Executive's employment under

this Agreement may be terminated in any one of the followings ways:

(a)                Death. The death of Executive shall immediately and automatically terminate Executive's employment under this Agreement. If Executive dies while employed by Company, any unvested equity compensation granted to Executive under any Plan shall immediately vest and any vested warrants may be exercised on or before the earlier of (i) the warrant's expiration date or (ii) eighteen months after Executive's death. Any warrant that remains unexercised after this period shall be forfeited. Upon Executive's death, Executive's legal representative shall receive: (1) any compensation earned but not yet paid, including and without limitation, any bonus if declared or earned but not yet paid for a completed fiscal year, any amount of Base Salary earned but unpaid, any accrued vacation pay payable pursuant to Company's policies, and any unreimbursed business expenses, which amounts shall be promptly paid in a lump sum, and (2) any other amounts or benefits owing to Executive under any then applicable employee benefit plans, long term incentive plans or equity plans and programs of Company which shall be paid or treated in accordance with the terms of such plans and programs (subsections (1) and (2) shall be collectively referred to as, the "Accrued Amounts"). Other than the benefits described above, no further compensation or benefits shall be due or owing upon Executive's death.

(b)                Disability. If as a result of incapacity due to physical or mental illness or injury, Executive shall have been absent from Executive's duties hereunder for six months, then thirty (30) days after receiving written notice (which notice may occur before or after the end of such six month period, but which shall not be effective earlier than the last day of such six month period, Company may terminate Executive's employment hereunder provided Executive is unable to substantially perform his duties hereunder at the conclusion of such notice period (a "Disability"), as determined by a physician mutually selected by the parties hereto. In the event Executive's employment is terminated as a result of Disability, Executive shall receive from Company, in a lump-sum payment due within ten (10) days of the effective date of termination, an amount equal to the Accrued Amounts. Additionally, if Executive is terminated due to a Disability, any unvested equity compensation granted to Executive under any Plan shall immediately vest and any vested warrants may be exercised on or before the earlier of: (i) the warrant's expiration date or (ii) eighteen months after Executive's termination due to the Disability. Any warrant that remains unexercised after this period shall be forfeited. Other than the benefits described above, no further compensation or benefits shall be due or owing upon Executive's termination due to Disability.

(c) Cause. Company may terminate this Agreement immediately upon written notice to Executive for "Cause," which shall mean: (i) Executive's willful, material, and irreparable breach of this Agreement; (ii) Executive's willful misconduct in the performance of any of his material duties and responsibilities hereunder that has a material adverse effect on Company; (iii) Executive's intentional and continued non-performance (other than by reason of

disability or incapacity) of any of Executive's material duties and responsibilities hereunder or of any reasonable, lawful instructions from the Board, which continues for ten (10) days after receipt by Executive of written notice from Company; (iv) Executive's material and willful dishonesty or fraud with regard to Company (other than good faith expense account disputes) that has a material adverse effect on Company (whether to the business or reputation of Company; or (v) Executive's conviction of a felony (other than as a result of vicarious liability or a traffic related offense). For purposes of this paragraph, no act, or failure to act, on Executive's part shall be considered "willful" unless done or omitted to be done, by him not in good faith and without reasonable belief that his action or omission was in the best interests of Company. In the event of Executive's termination of employment by Company for Cause, Executive shall receive only the Accrued Amounts.

Notwithstanding the foregoing, following Executive's receipt of written notice from Company of any of the events described in subsections (i) through (iv) above, Executive shall have ten (10) days in which to cure the alleged conduct (if curable).

(d)               Without Cause. At any time after Executive's commencement of employment, Company may, without Cause, terminate Executive's employment, effective thirty (30) days after written notice is provided to Executive. In the event Executive is terminated by Company without Cause, Executive shall receive from Company within ten (10) days after such termination, in a lump sum payment, an amount equal to the sum of the Base Salary and bonus, if any, that would have been paid to Executive through the end of the then remaining Term if Executive had not been terminated or for twelve months, whichever is less. Executive shall also receive the Accrued Amounts. Additionally, if Executive is tenninated by Company without Cause, any unvested equity compensation granted to Executive under any Plan shall immediately vest and any vested warrants may be exercised on or before the earlier of: (i) the warran