<SEQUENCE>4

<FILENAME>ex10_5.txt

<DESCRIPTION>EXHIBIT 10.5

<TEXT>

                            ASSET PURCHASE AGREEMENT

                            ------------------------





THIS AGREEMENT is made as of the 7 day of March, 2005



BETWEEN:



     PETRUZZO  PRODUCTS  LIMITED., a New York company having an office and place

     ----------------------------

     of business at Corinth New York (Fax No. (518) 654 -9301)





     (the  "Vendor")

                                                              OF THE FIRST PART



AND:



     ORGANIC  RECYCLING TECHNOLOGIES, LTD, a company duly incorporated under the

     ------------------------------------

     laws  of New York and having an office and place of business at Corinth New

     York  (Fax  No.  (604)  419  -  0431)



     (the  "Purchaser")

                                                              OF THE SECOND PART



AND:



     EAPI  ENTERTAINMENT,  INC.,  a  company duly incorporated under the laws of

     --------------------------

     Nevada  and  having  an  office  and  place of business at Suite 204 - 3970

     East Hastings Burnaby BC (Fax No.: (604) 419 - 0431)





     (together,  the  "Parent")

                                                              OF THE THIRD PART





WITNESSES  THAT  WHEREAS:



A.   The Vendor has the benefit of certain real property located in Saratoga New

     York;



B.   The  Purchaser  desires  to  acquire  certain of the Vendor's real property

     located  in  Saratoga  New York, on the terms and subject to the conditions

     hereinafter contained;



C.   The  Parent  are  principals  of  the  Purchaser and have become parties to

     this Agreement for the purpose of guaranteeing payment to the Vendor of the

     real property in the manner hereinafter provided;



NOW  THEREFORE,  in  consideration of the premises and the mutual agreements and

covenants  herein  contained, and in consideration of the sum of $10.00 now paid

by  the  Purchaser to the Vendor and the Parent, and for other good and valuable

consideration  (the  receipt  and  adequacy  of  such consideration being hereby

acknowledged  by  the  Vendor  and  Parent),  the  parties covenant and agree as

follows:





<PAGE>

                                       -2-



                                    SECTION 1

                                 INTERPRETATION

                                 --------------



1.1     Definitions    In  this Agreement, the following words and phrases shall

        -----------

have  the  meanings  set  forth  after  each:



"Assets"  means  the  Real  property  loacated  in  Saratoga  New  York;



"Closing", "Closing Time", Closing Date" means 11:00 a.m. (local Vancouver time)

on  the  date  first  written above, or such other time or date as may be agreed

upon  by  the  parties  hereto;



"Conversion  Option"  means the option in favour of the Vendor to convert any or

all  of  the principal balance of the Debt into Shares, exercisable on the terms

set  forth  in  SCHEDULE  1.1A;



"Debt"  means  the  portion  of the Purchase Price remaining unpaid from time to

time  and  accrued  and  unpaid  interest  thereon;



"Encumbrance"  means any mortgage, charge, pledge, hypothecation, lien, security

interest, assignment, option, equity, execution, claim or any other title defect

or  other  encumbrance of any kind or nature whatsoever (including any agreement

to  give  any  of  the  foregoing),  whether or not registered or registrable or

whether  consensual  or  arising  by  operation of law (statutory or otherwise);



"Real  Property" means, collectively, those items of personal property listed or

described  in  SCHEDULE  1.1B  hereto;



"Interest  Rate"  means  five  and  one  half  (5.5%)  percent  per  annum;



 "Note" means a promissory note evidencing the Purchaser's obligation to pay the

Purchase Price and interest thereon substantially in the form attached hereto as

SCHEDULE  1.1C



"Person" includes an individual, corporation, body corporate, partnership, joint

venture,  association,  trust  or  unincorporated  organization  or any trustee,

executor,  administrator  or  other  legal  representative  thereof;



"Purchase  Price"  means  US$1,500,000.00 plus all applicable sales and transfer

taxes payable by the Purchaser in connection with its acquisition of the Assets;



"Vendor's  Certificates"  means  the  certificates  to  be  delivered at Closing

pursuant  to  paragraph  6.1(e)(v).



1.2     Schedules    The  following  are  the  schedules  to  this  Agreement:

        ---------



        Schedule  1.1A     Conversion  Option

        Schedule  1.1B     Real  Property

        Schedule  1.1C     Note





<PAGE>

                                       -3-



1.3     Interpretation    For  the  purposes  of  this  Agreement,  except  as

        --------------

otherwise  expressly  provided  herein:



     (a)  "this Agreement" means this Agreement, including the Schedules hereto,

          as  it may from time to time be supplemented or amended and in effect;



     (b)  all  references  in  this  Agreement  to  a  designated  "Section",

          "paragraph", "subparagraph" or other subdivision, or to a Schedule, is

          to  the  designated  Section,  paragraph,  subparagraph  or  other

          subdivision  of  or  Schedule  to  this  Agreement,  unless  otherwise

          specifically  stated;



     (c)  the  words  "herein",  "hereof"  and  "hereunder"  and  other words of

          similar  import  refer  to  this  Agreement  as a whole and not to any

          particular  Section,  paragraph,  subparagraph or other subdivision or

          Schedule;



     (d)  the  singular  of  any  term  includes  the  plural and vice versa and

          the  use  of  any  term is equally applicable to any gender and, where

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