EMPLOYMENT AGREEMENT - NEIL PROCTOR

Exhibit 10.5

NEIL PROCTOR EMPLOYMENT AGREEMENT

     THIS EMPLOYMENT AGREEMENT (“Agreement”) is made on this 29th day of November 2005, by and between Tricell, Inc., a Nevada corporation (“Company”), and Neil Proctor, a resident of the United Kingdom (“Executive”).

PREMISES

     WHEREAS, the Company and Executive desire to memorialize employment terms that have been negotiated over the past several months;

     WHEREAS, Company desires to employ Executive as its Senior Vice President, pursuant to the terms and conditions hereof;

     WHEREAS, Executive possesses experience as a member of executive management of companies in the mobile phone and electronic commodities industry, and desires to serve as Company’s Senior Vice President; and

     WHEREAS, in consideration for Executive’s past and future services as Senior Vice President of the Company, Company desires to compensate Executive on terms set forth herein.

AGREEMENT

     NOW THEREFORE, with the above provisions incorporated herein by this reference, in consideration of the mutual promises contained herein, the benefits to be derived by each party hereunder and other good and valuable consideration, the sufficiency of which is hereby expressly acknowledged, the parties hereto mutually agree as follows:

     1.  Employment . Company hereby agrees to employ Executive and Executive hereby agrees to accept full time employment as Senior Vice President of Company, upon the terms and conditions set forth in this Agreement.

     2.  Term . The employment of Executive by Company pursuant to this Agreement shall commence on November 29, 2005, and terminate three (3) years hereafter, unless sooner terminated pursuant to Section 4 below (hereinafter referred to as the “Service Period”).

     3.  Compensation . In consideration for the services to be rendered by Executive, the Company shall compensate Executive as follows (such compensation and benefits being hereinafter referred to as “Compensation Benefits”):

     A. Base Salary . Company shall pay to Executive a base annual salary of £150,000 during the Service Period (such amount, as it may be increased from time to time, may sometimes hereinafter be referred to as “Base Salary”), which salary constitutes a continuation of the salary paid to Executive from Ace Telecom Limited (“Ace”). Company shall conduct a review of Executive twelve

(12) months from the date of this Agreement at which time Executive’s Base Salary may be evaluated. Executive acknowledges that this Base Salary shall constitute a mere continuation of the salary he received from the Company’s subsidiary Ace immediately prior to the effectiveness of this Agreement, and that such salary shall continue to be paid by Ace Telecom;

     B. Performance Bonus . In the event Ace generates gross profits of $125,000 during any month in the Service Period, Executive will be paid £12,500 at the end of said month as a bonus for Executive’s contribution to Ace’s performance.

     C. Discretionary Bonus . Executive shall be eligible to receive annual bonuses to be determined by the board of directors of Tricell inc..

     D. Year 1 Compensation . As compensation for the first year of Executive serving as Senior Vice President, the Company shall pay to Executive one million (1,000,000) shares of the Company’s Common Stock payable immediately upon the effective date of this Agreement. Executive acknowledges these shares will be restricted as to resale and may only be resold in accordance with appropriate securities laws;

     E. Year 2 & 3 Compensation . As compensation for the second and third year of Executive serving as Senior Vice President, Executive shall be granted an option to purchase one million (1,000,000) shares of the Company’s Common Stock in the event the Executive continues to serve as the Company’s Senior Vice President on November 29, 2006, and another option to purchase one million (1,000,000) shares of the Company’s Common Stock in the event the Executive continues to serve as the Company’s Senior Vice President on November 29, 2007, for total options to purchase two million (2,000,000) shares, with such option shares bearing an exercise price equal to the average closing trading price of the Company’s Common Stock for the thirty (30) business days prior to November 29, 2006, and prior to November 29, 2007, respectively, as more fully addressed in the Stock Option Agreement attached hereto as Exhibit A, which is incorporated herein by reference; and

     F. Ace . The Company and the Executive previously agreed that Executive would receive options to purchase 500,000 shares of common stock which would be payable to the Executive quarterly pro rata based on the post tax net profitability of Ace being at least £600,000 at the end of the first full year; However, because of the significant contribution Ace which satisfied this financial threshold in the first quarter post acquisition and the Executive have made to the Company as well as for incentive purposes, the Company decided to issue 500,000 shares of Tricell common stock the Executive immediately in lieu of options.

     4.  Termination . Executive’s employment hereunder shall terminate as a result of any of the following events:

     A. Executive’s death;

     B. Executive shall be unable to perform his duties hereunder for a continuous period of at least six months or an aggregate of nine months during any continuous twelve month period by reason of illness, accident or other physical or mental disability, as verified by a licensed physician mutually selected by the Company and Executive (“Disability”);

     C. Termination by Executive upon thirty (30) days advance notice in writing to Company;

     D. Termination by Company for Cause, where “Cause” shall mean: (i) the final non-appealable conviction of Executive of a felony; (ii) gross misappropriation or theft of Company funds; or (iii) complete and total abandonment of duties for thirty (30) consecutive days (other than for reason of disability); and

     E. Termination by Company by giving thirty (30) days advance notice in writing to Executive.

     5.  Representations and Warranties . Executive hereby represents and warrants to the Company that (i) the execution, delivery and performance of this Agreement by Executive does not and shall not conflict with, breach, violate or cause a default under any contract, agreement, instrument, order, judgment or decree to which Executive is a party or by which Executive is bound, and (ii) Executive is not a party to or bound by any employment agreement, noncompetition agreement or confidentiality agreement with any other person or entity which in any way may restrict, impair or limit the performance of his duties hereunder.

     6.  Duties . During the term of this Agreement, Executive shall initially serve as the Senior Vice President of the Company. Executive shall perform the tasks and have the rights, powers and obligations normally associated with the office of Senior Vice President, including such other offices or positions that Company’s board of directors (“Board of Directors”) shall reasonably request.

     7.  Non-Disclosure of Information . In exchange for the various consideration provided herein, Executive will not, directly or indirectly, during the term of this Agreement and for a period of one (1) year after the termination of this Agreement, disclose to any person not authorized by Company to receive or use such information, except for the sole benefit of Company, any of Company’s confidential or proprietary data, information, or techniques, or give to any person not authorized by Company to receive any information that is not generally known to anyone other than Company or that is designated by Company as “Limited,” “Private,” or “Confidential,” or similarly designated.

     8.  Expenses . Executive may incur reasonable expenses for promoting or developing Company’s business, including reasonable expenses for entertainment, travel, and similar items. The Company will reimburse Executive for all such expenses upon Executive’s periodic presentation of an itemized account of such expenditures.

     9.  Entire Agreement . This Agreement constitutes the entire understanding between the parties hereby supersedes and invalidates any other prior covenants, conditions, representations, or agreements, oral or written, of any nature whatsoever, other than those herein contained.

     10.  Severability . If any term, condition, clause, or provision of this Agreement shall be deemed to be void or invalid, then that term, condition, clause, or provision shall be stricken from this Agreement to the extent it is held to be void or invalid, and in all other respects this Agreement shall be valid and in full force and operation.

     11.  Notices . For the purpose of this Agreement, notices and all other communications provided for in this Agreement shall be in writing and shall be deemed to have been duly given when received at the addresses written below on (i) the third business day after the date when sent by certified or registered mail; (ii) the next business day after the date sent by guaranteed overnight courier; or (iii) the date sent by telecopier or delivered by hand, in each case, to the addresses set forth below:

or to such other addresses as the parties may specify in writing.

     12.  Arbitration . Any controversy or claim arising out of or relating to this Agreement or the breach of it, shall be settled by arbitration in accordance with the rules of the American Arbitration Association or any other similar entity.

     13.  Governing Law and Venue . This Agreement shall be governed by, and construed in accordance with, the laws of the State of Texas without reference to the conflict of laws principles thereof. In the event any dispute regarding this Agreement arises between the parties and is not resolved at arbitration, such dispute shall be brought in a proper jurisdiction located within Dallas County, Texas.

     14.  Attorney’s Fees . If any action at law or in equity, including an action for declaratory relief or any form of dispute resolution, is brought to enforce or interpret the provisions of this Agreement, the prevailing party shall be entitled to recover actual attorney’s fees, court costs, and other costs incurred in proceeding with the action from the other party. The attorney’s fees, court costs or other costs, may be ordered by the fact finder, in any decision of any action described in this section or may be enforced in a separate action brought for determining attorney’s fees, court costs, or other costs. In the event Company is represented by in-house counsel and Company prevails in any such action or dispute resolution, all parties agree that Company may recover attorney’s fees incurred by that in-house counsel in an amount equal to that attorney’s normal fees for similar matters, or, should that attorney not normally charge a fee, by the prevailing rate charged by attorneys with similar background in that legal community.

     15.  Assignment . This Agreement shall not be assignable by any party to this Agreement, except upon the written consent of all parties hereto. Executive shall not have the right to pledge, encumber, or dispose of the right to receive any Compensation Benefits under this Agreement, which Compensation Benefits and the right thereto are expressly declared to be non-assignable and nontransferable and, in the event of any attempted assignment or transfer, Company shall have no further liability hereunder.

     16.  Counterparts . This Agreement may be executed in two counterparts, each of which shall be deemed an original but both of which together shall constitute one and the same agreement.

     17.  Right to Counsel . Executive hereby agrees that Company has advised and encouraged him to retain his own counsel and that he has had full opportunity to retain such counsel to review this document and advise him of the terms and conditions set forth herein.

     IN WITNESS WHEREOF, the parties hereto have executed this Agreement under seal the day and year first above written.

EXHIBIT A

TRICELL, INC.
NEIL PROCTOR
STOCK OPTION AGREEMENT

     THIS STOCK OPTION AGREEMENT (this “Agreement”) is made and entered into as of this 29 ^th day of November 2005, by and between Tricell, Inc., a Nevada corporation (the “Company”), and Neil Proctor (“Optionee”).

Background

     The Company desires to grant Optionee an option to purchase shares of common stock of the Company in exchange for services rendered by the Optionee to the Company.

Agreement

 &nb