**EXHIBIT
      10.5**




**CONFIDENTIAL
      TREATMENT REQUESTED**




**Confidential
      portions of this document have been redacted and have been separately filed
      with
      the Securities and Exchange Commission.**




CONTRACT
      MANUFACTURING AGREEMENT




GLOBAL
      MATRECHS, having a principal place of business at Suite 201, 90 Grove Street,
      Ridgefield, CT 06877 and Dow Corning Corporation, a Michigan corporation having
      a principal place of business at 2200 W. Salzburg Road, Midland, Michigan
      48686-0994 (“Dow Corning”) are entering into this Agreement to set forth the
      terms and conditions under which DOW CORNING will manufacture the GOODS set
      forth in Exhibit A, annexed hereto and made a part hereof, for GLOBAL
      MATRECHS.




A.
            TERM
                AND TERMINATION




This
      Agreement will be effective August 1, 2006 and shall terminate on December
      31,
      2008. It may be renewed for consecutive additional one year terms upon at least
      thirty (30) days advance written notice but may be terminated early in the
      following circumstances:




1.
            By
                written mutual agreement.




2.
            For
                Cause.




a)
            By
                a partyupon
                ninety (90) days prior written notice to the other party (the “Intent to
                Terminate Notice”), if, in the opinion of the notifying party, the other
                party has failed to perform its responsibilities as outlined in this
                agreement. The Intent to Terminate Noticeshall
                set forth any alleged deficiencies in writing. If the other party
                fails to
                cure such deficiencies to the satisfaction of the notifying party
                within
                ninety (90) days from the notice thereof, this agreement shall terminate
                immediately following notice from the terminating party that this
                agreement shall terminate as a result of the other party’s failure to
                remedy the deficiencies set forth in the Intent to Terminate
                Notice.




3.
            In
                the event of any early termination, DOW CORNING shall stop all work
                at a
                mutually agreed time. DOW CORNING shall be paid a percentage of the
                order
                price reflecting the percentage of the work performed prior to the
                notice
                of termination. Within 90 days after receipt of a termination notice,
                DOW
                CORNING shall submit its claim. GLOBAL MATRECHS reserves the right
                to
                verify the claim by auditing all relevant
                records.







B.
            GOODS




DOW
      CORNING will manufacture the Paste A and BCP GOODS using GLOBAL MATRECHS
      formulations and said GOODS will meet GLOBAL MATRECHS’ specifications. GLOBAL
      MATRECHS will provide the licensed formulation to DOW CORNING for the
      manufacture of the GOODS. DOW CORNING will procure Part B GOODS from a qualified
      source. Part C will be produced by DOW CORNING per DOW CORNING specifications
      and relabeled for use by GLOBAL MATRECHS. The GOODS are as defined and described
      in Exhibit A.




C.
            PRICETERMS




The
      GOODS
      will be furnished initially at the price(s) and terms set forth in Exhibit
      A.




D.
            FREIGHT
                TERMS, RISK OF LOSS, TITLE
                TRANSFER




Freight
      terms are CIP (Carriage Insurance Paid, Incoterm 2000) to customer destinations
      in the United States and to GLOBAL MATRECH’S export broker in the United States.
      If DOW CORNING ships directly to destinations outside the United States, freight
      terms are EXW (Ex Works, Incoterm 2000).




Risk
      of
      loss and title to the GOODS shall transfer upon delivery by DOW CORNING to
      the
      carrier at the ship point.




E.
            PAYMENT
                FOR CAPITAL EXPENDITURES




GLOBAL
      MATRECHS agrees to pay up to $265,000 as partial compensation to DOW CORNING
      for
      the capital investment required by DOW CORNING to modify equipment to
      manufacture the GOODS. Payments will be made as follows: GLOBAL MATRECHS will
      pay DOW CORNING $125,000 within 30 days of signing this Agreement. DOW CORNING
      will charge GLOBAL MATRECHS only its costs to implement the modifications,
      hence
      upon completion and start-up of the modified equipment. DOW CORNING will either
      issue an invoice in an amount not to exceed $140.000 or issue a credit to GLOBAL
      MATRECHS towards future purchases of the GOODS. Upon request of GLOBAL MATRECHS,
      DOW CORNING will show the detailed costs for the project.




F.
            QUANTITIES
                AND LEAD TIME




DOW
      CORNING will manufacture GOODS on a make-to-order basis. The lead-time for
      the
      manufacture of the GOODS is 8 weeks. Order volume is a minimum of 4 drums of
      Paste A. The maximum order volume for Paste A is 20 drums per
      month.




G.
            GLOBAL
                MATRECHS OBLIGATIONS




GLOBAL
      MATRECHS will pay the Price shown in Exhibit A in connection with each order. GLOBAL
      MATRECHS will be
      responsible for addressing any quality complaints with its customers. GLOBAL
      MATRECTIS will be responsible for giving final review and approval of all label
      design and verbiage. All customer returns will be the responsibility of GLOBAL
      MATRECTIS.




2


GLOBAL
      MATRECHS will be responsible for providing any technical support for the use
      of
      the product to the end customer of the GOODS. GLOBAL MATRECHS will also be
      responsible for providing technical support, as required by DOW CORNING, to
      support and facilitate the manufacture or modification of the
      GOODS.




GLOBAL
      MATRECHS will be responsible for selling GOODS only to customers located in
      the
      United States who are subject to the provisions of the Price Anderson Act and/or
      who have signed an agreement that includes the clause set forth in Department
      of
      Energy Acquisition Regulation 952.250-70 “Nuclear Hazards Indemnity Agreement”
or that are otherwise subject to the Price Anderson Act, 42 U.S.C.
      2210.




GLOBAL
      MATRECHS will be responsible for selling GOODS only to those customers located
      outside the United States in countries that are signatories to the Convention
      on
      Third Party Liability in the Field of Nuclear Energy (Paris Convention) or
      the
      Convention on Civil Liability for Nuclear Damage (Vienna Convention). In the
      case of sale of GOODS outside the United States GLOBAL MATRECHS will complete
      a
      BIS 711 form and send a copy of the completed document to DOW
      CORNING.




H.
            DOW
                CORNING PERFORMANCE OBLIGATIONS




DOW
      CORNING agrees to manufacture the GOODS in accordance with the specifications,
      included here as Exhibit B. For GOODS that are out of specification. DOW CORNING
      may blend and/or re-process to meet specifications.




DOW
      CORNING will provide the resource as reasonably required to assist GLOBAL
      MATRECHS in the resolution of quality complaints associated with the failure
      of
      the GOODS to meet specifications.




DOW
      CORNING will provide technical support from a silicone chemistry perspective
      concerning specifications and capabilities of the GOODS, except that Dow Corning
      will not provide technical support regarding impact of radiation on the GOODS
      nor any field application or onsite technical support for the GOODS. Technical
      support activities outside the scope of the obligations set forth in this
      sub-paragraph will be negotiated on a case by case basis and such activities
      will be charged at a rate of $200.00 per hour.




DOW
      CORNING will review each request for modifications of the GOODS and will propose
      a scope, cost and timeline for such modifications taking into account DOW
      CORNING's available resources, modification complexity and applicability with
      existing DOW CORNING manufacturing processes. Prior to implementation of any
      such modification, DOW CORNING shall secure the written consent of GLOBAL
      MATRECHS.




I.
            QUALITY
                CONTROL




DOW
      CORNING has achieved ISO 9002 Registration for Quality in Manufacturing and
      agrees that it will maintain this status for the term of this Agreement. DOW
      CORNING agrees to maintain a quality assurance program for testing and
      inspecting the GOODS and packaging and for certifying compliance with GLOBAL
      MATRECHS' specifications by issuing a Certificate of Analysis for each Products.
      DOW CORNING is responsible for lot acceptance testing of the GOODS contract
      manufactured and will submit a Certificate of Analysis for each lot of GOODS
      to
      GLOBAL MATR.ECHS. GLOBAL MATRECHS will be responsible for giving notice to
      DOW
      CORNING of GOODS which are out of specification within thirty (30) business
      days
      of receipt of the certificate from DOW CORNING.




3


DOW
      CORNING will store retained samples of each batch of GOODS manufactured for
      a
      minimum of one (1) year.




J.
            QUALITY
                AUDITS




Subject
      to the signing of appropriate secrecy agreements and reasonable advance notice,
      DOW CORNING will permit GLOBAL MATRECHS’ and/or its customers to inspect and
      audit DOW CORNING'S quality control procedures during normal working hours.
      Not
      to exceed a reasonable number of times per year.




K.
            PACKAGING
                COMPONENTS




DOW
      CORNING shall supply all labels and packaging for the GOODS. The label design
      and content will be subject to the final review and approval by GLOBAL
      MATRECHS.




L.
            TERMS
                OF PAYMENT




Net
      due
      from GLOBAL MATRECHS to DOW CORNING 45 days after receipt of invoice. Finance
      charges of 1.5% per month (18% per annum) shall be assessed on late payments
      and
      will be calculated from the payment due date to the date payment is received.
      No
      authorized deductions from invoices are permitted. Failure to pay invoices
      when
      due, failure to pay finance charges when assessed, or unauthorized deductions
      from invoices may result in delayed or cancelled shipments.




M.
            HOLD
                HARMLESS




GLOBAL
      MATRECHS will. indemnify and defend DOW-CORNING, its directors. officers,
      employees, agents, representatives, successors and assigns, against any and
      all
      suits, actions or proceedings, at law or in equity, and from any and all claims,
      demands, losses, judgments, damages, costs, expenses (including attorney fees
      and expenses). or liabilities, including without limitation claims for personal
      injury, death or property damage, (collectively. “damages”) resulting directly
      or indirectly from use or handling of the GOODS or any act or omission of GLOBAL
      MATRECHS in the performance of this Agreement, or GLOBAL MATRECHS' failure
      or
      alleged failure to comply with applicable laws and regulations, any warranty
      or
      alleged warranty, and/or the sale. transfer or use of the GOODS. The parties
      shall give each other prompt notice of any claim, lawsuit, government inquiry
      or
      investigation which is or may be subject to the indemnity agreement set forth
      herein and the parties shall fully cooperate in relation to any such matter,
      including making available documents and witnesses in response to discovery
      requests or to assist in the defense of any such matter. GLOBAL MATRECHS may
      at
      its option and its expense assume the defense of any claim or lawsuit brought
      against DOW CORNING and subject to this hold harmless, using counsel of
      reasonable skills selected by GLOBAL MATRECHS which shall be acceptable to
      DOW
      CORNING, agreement by DOW CORNING to such counsel not to be unreasonably
      withheld.




4


N.
            GOVERNMENTAL
                REGULATIONS/AUDITS




GLOBAL
      MATRECHS warrants that the marketing, use and transportation of the GOODS will
      be carried out in full compliance with all applicable national, state and local
      laws and regulations including health, safety and environmental laws and
      regulations. Proper disposal of all waste, including shipping containers, is
      specifically included as part of GLOBAL MATRECHS’ duty under this Agreement and
      GLOBAL MATRECHS agrees to indemnify DOW CORNING in accordance with paragraph
      NI
      (HOLD HARMLESS).




Subject
      to the reasonable advance notice, DOW CORNING will allow a governmental
      regulatory body to inspect and audit DOW CORNING's manufacturing procedures
      during normal working hours. DOW CORNING will absorb the costs (including
      personnel time) for such audits up to an amount of $20,000 for the first year
      of
      this agreement and $10,000 for any subsequent year. GLOBAL MATRECHS shall be
      responsible for costs in excess of those amounts.




The
      cost
      to DOW CORNING of any changes in government regulations affecting the
      manufacture of the GOODS will be the responsibility of GLOBAL MATRECHS and
      negotiated on a case by case basis.




O.
            EXPORT
                CONTROL




GLOBAL
      MATRECHS agrees to be responsible for being knowledgeable as to all laws,
      regulations. and requirements regarding the export, re-export, resale, shipment,
      or diversion of GOODS or any other Dow Corning items (whether tangible or
      intangible. including without limitation commodities, software, technology,
      and
      technical data). GLOBAL MATR.ECHS acknowledges that the GOODS listed in Exhibit
      A may be export controlled under the United States International Traffic in
      Arms
      Regulations or Export Administration Regulations. GLOBAL MATRECHS agrees it
      will
      not in any form export, re-export, resell, ship or divert or cause to be
      exported. re-exported, resold. shipped or diverted, directly or indirectly,
      any
      product or technical data furnished hereunder to any country, end-use, or
      end-user that requires an export license or other approval without first
      obtaining such license or approval. Additionally. GLOBAL MATRECHS agrees to
      abide by the regulations of the U.S. Office of Foreign Asset Control (OFAC),
      which administers U.S. trade sanctions and embargoes. As of the date of this
      amendment. OFAC regulations currently, include without limitation Iran, Cuba.
      Syria and Sudan.




In
      the
      event that GLOBAL MATRECHS requires an export license, GLOBAL MATRECHS agrees
      to
      notify DOW CORNING of its intent to apply for such a license, agrees to obtain
      all necessary export licenses and clearances at its cost, and will furnish
      a
      copy of the license to DOW CORNING’s Export Compliance Manager at dce.export@dowcorning.com .




5


P.
            EXCLUSIVITY




GLOBAL
      MATRECHS agrees that it shall have the GOODS manufactured exclusively by DOW
      CORNING except, if DOW CORNING does not supply the required quantities of GOODS,
      GLOBAL MATRECHS may purchase GOODS from third parties only for the duration
      of
      the time period in which DOW CORNING is unable to supply such quantities of
      GOODS and only to the extent that DOW CORNING does not supply the quantity
      of
      GOODS requested by GLOBAL MATRECHS.




Q.
            EXPRESS
                WARRANTY AND REMEDY




With
      respect to the GOODS purchased hereunder, DOW CORNING expressly warrants that
      the GOODS shall conform to the precise specifications in
      Exhibit B.




GLOBAL
      MATRECHS' exclusive remedy and DOW CORNING's sole responsibility for any claim
      or cause of action arising under this Agreement is expressly limited, at DOW
      CORNING’S option, to either:




1.
            Replacement
                or refund of the purchase price of the GOODS shown to be other than
                as
                warranted, or




2.
            Payment
                not to exceed the purchase price of the specific GOODS subject to
                the
                claim.




Any
      replacement, refund or payment is conditional on GLOBAL MATRECHS giving DOW
      CORNING notice within 90 days from the date of shipment by DOW CORNING that
      the
      GOODS are other than as warranted. Failure by GLOBAL MATRECHS to give this
      notice within the 90-day period shall constitute a waiver by GLOBAL MATRECHS
      of
      all claims under this Agreement with respect to the GOODS.




In
      no
      event shall Dow Corning be liable to GLOBAL MATRECHS for any incidental.
      consequential or punitive damages of any nature, including but not limited
      to
      lost profits, lost business or damage to the good will or reputation, whether
      or
      not such damages arise out of Dow Corning's negligence.




R.
            PATENTS




If
      any
      suit is brought against DOW CORNING for infringement of any United States
      Letters Patent alleging that the (mops, formulations or the methods of contract
      manufacturing GOODS liar GLOBAL M.ATRECHS infringe any United States or foreign
      patent. GLOBAL MATRECHS shall, at its own expense, defend and control the suit
      against these allegations, and shall pay any award of damages assessed against
      DOW CORNING in the suit to the extent that the damages are awarded in connection
      specifically with the alleged infringement, provided that the alleged
      infringement is not based on a deviation by DOW CORNING from the contract
      manufacturing process as approved by GLOBAL MATRECHS, and further provided
      that
      DOW CORNING gives GLOBAL MATRECHS prompt notice in writing of the institution
      of
      the suit and, to the full extent of DOW CORNING's power to do so, DOW CORNING
      permits GLOBAL MATRECHS to defend and control the suit against these
      allegations. In any event, DOW CORNING shall have the right to be represented
      by
      its own counsel, at DOW CORNING's own expense. GLOBAL MATRECHS shall indemnify,
      defend and hold DOW CORNING harmless against any claim, loss or expense arising
      out of DOW CORNING's compliance with any specifications furnished by GLOBAL
      MATRECHS with respect to the GOODS, processing instructions or techniques,
      and
      raw materials and packaging components supplied or approved by GLOBAL
      MATRECHS.




6


S.
            FORCE
                MAJEURE




In
      the
      event of war, fire, flood, strike, labor troubles, breakage of equipment,
      accident, riot, act of governmental authority, terrorism, Acts of God, or other
      contingencies beyond the reasonable control of the Parties or, in the event
      of
      inability to obtain, on terms reasonably judged by DOW CORNING to be
      practicable, any raw materials or energy used in connection with the GOODS
      the
      quantities affected shall be eliminated from this Agreement without liability,
      but the other terms of this Agreement shall remain unaffected. DOW CORNING
      may,
      during any shortage due to any of the contingencies, allocate its raw materials
      and finished GOODS in any manner that, in the opinion of DOW CORNING, is fair
      and reasonable.




In
      the
      event information becomes available to DOW CORNING or GLOBAL MATRECHS which
      indicates a significant increased risk of potentially adverse human or
      environmental effects associated with the manufacture, sale, use, or disposal
      of
      the GOODS, raw materials or intermediates which are used to manufacture the
      GOODS, either party may terminate this Agreement without penalty or further
      obligation by providing written notice to the other.




T.
            LIABILITY
                INSURANCE




GLOBAL
      MATRECHS shall have adequate insurance coverage to protect its business and
      DOW
      CORNING’S interests, with at least the following coverage:




-
            Statutory
                Workers Compensation;


-
            $100,000
                Employers’ Liability


-
            $1,000,000
                combined single limit Automotive Liability;
                and


-
            $2,000,000
                Commercial General Liability (including Contractual
                Liability).


GLOBAL
      MATRECHS shall present a Certificate of Insurance, with DOW CORNING listed
      as
      the Certificate Holder, indicating the above coverage is met or
      exceeded.




If
      requested, DOW CORNING will provide GLOBAL MATRECHS with evidence of DOW
      CORNING’S Comprehensive General Liability insurance coverage and associated
      vendor endorsements.




U.
            TAXES




Any
      tax
      or other government charge now or in the future levied upon the production,
      sale, use or shipment of GOODS may, at DOW CORNING's option, be added to the
      cost of the Product.




7


V.
            FAIR
                LABOR STANDARDS ACT




DOW
      CORNING hereby certifies that the GOODS to be supplied to GLOBAL MATRECHS under
      this Agreement will be produced in compliance with the requirements of the
      Fair
      Labor Standards Act, as amended, and of regulations and orders of the United
      States Department of Labor issued under that Act.




W.
            RELATIONSHIP
                OF PARTIES




DOW
      CORNING and GLOBAL MATRECHS are independent contracting parties and nothing
      in
      this Agreement shall make either party the agent or legal representative of
      the
      other for any purpose whatsoever, nor does it grant either party any authority
      to assume or to create any obligation on behalf of or in the name of the other.
      DOW CORNING shall assume all of the rights, obligations and liabilities
      applicable to it as an independent contractor; and any provisions of this
      Agreement which may appear to give GLOBAL MATRECHS the right to direct or
      supervise DOW CORNING as to the details of doing the work encompassed by this
      Agreement or to exercise a measure of control over the work shall be deemed
      to
      mean that DOW CORNING shall follow the desires of GLOBAL. MATRECHS in the
      results of the work only..




X.
            SEVERABILITY




If
      any
      term of this Agreement is invalid or unenforceable under any statute,
      regulation, ordinance, executive order or other rule of law, such term shall
      be
      deemed reformed or deleted, but only to the extent necessary to comply with
      such
      statute, regulation, ordinance, order or rule, and the remaining provisions
      of
      this purchase order shall remain in full force and effect.




Y.
            WAIVER




The
      failure of either party to insist upon the performance of any term or condition
      of this agreement, or to exercise any right hereunder, shall not be construed
      as
      a waiver of the future performance of any such term or condition or the future
      exercise of such right.




Z.
            GOVERNING
                LAW; DISPUTES




This
      Agreement shall be construed and interpreted in accordance with the laws of
      the
      State of Michigan. All disputes involving this agreement shall be adjudicated
      exclusively in the Circuit Court for the county of Bay, State of Michigan,
      or
      the U.S. District Court for the Sixth District of Michigan.




AA.
            COMMENCEMENT
                OF SUIT




Suit
      for
      breach of this Agreement must be commenced within two years after the cause
      of
      action has accrued.




8


BB.
            ENTIRE
                AGREEMENT




The
      terms
      and conditions in this document and the secrecy agreement dated October 10,
      2005, which is incorporated by reference as if fully set forth herein, contain
      the entire agreement between DOW CORNING and GLOBAL MATRECHS with respect to
      the
      subject matter hereof. This Agreement supersedes all previous agreements and
      understandings between DOW CORNING and GLOBAL MATRECHS relating to the
      manufacture or contract manufacture of the GOODS. Any modification or change
      to
      this Agreement must be in writing and signed by both parties.




CC.
            NON-ASSIGNMENT




Neither
      Party shall assign or transfer its rights and duties under this Agreement
      without the other party's prior written consent, which shall not be unreasonably
      withheld.




The
      authorized representatives of GLOBAL MATRECHS and DOW CORNING have executed
      this
      Agreement on the dates indicated below.




**GLOBAL
                MATRECHS**
            **DOW
                CORNING CORPORATION**By:/s/
                Michael Sheppard
            By:/s/
                Douglas K. Wernicke(Signature)Michael
                Sheppard
            Douglas
                K. Wernicke(Typed
                Name)
            (Typed
                Name)Title:President
            Title:Global
                Product Line ManagerDate:August
                1, 2006
            Date:August
                6, 2006





9
 **EXHIBIT
        A**





**Goods**
            **Quantity(1)**
            **Price
                (per KG)(1)**NuCapTM
                BCP
            ***********
            ***********NuCapTM
                Paste A
            ***********
            ***********NuCapTM
                Part B
            ***********
            ***********NuCapTM
                Part C
            ***********
            ***********Diluent
                (Dow Corning Q1-3563)
            ***********
            ***********





DOW
      CORNING may change the prices no more than once every six months not to exceed
      a
      ten percent (10%) increase in a calendar year. DOW CORNING will give GLOBAL
      MATRECHS at least forty-five (45) days prior written notice of such
      charge.





Formulation
      changes may result in an adjustment of the prices listed above. Upon
      establishing a price for the formulation, the price may only be adjusted as
      described above.







(1)
      Confidential material redacted and filed separately with the Securities and
      Exchange Commission.







**EXHIBIT
        B**
 
 **SPECIFICATIONS
        FOR GOODS**
 
 **We
        will need a cure QC and must be part of the test and a report shall be submitted
        to Global for each batch.**
 
 **Product**
              **LAR
                  Test**
              **Target
                  Range(1)**
              **Specification(1)**NuCapTM
                  BCP
              Viscosity,
                  cP
              ******
              *******Silanol,
                  %
              ******
              *******Appearance**NVC,**3
                  hrs/150C
              ******Conditions
                  of Curing: Mix ********************** (1)**Tack
                  Free Time**
              ******
              *********Tensile
                  Strength**
              ******
              *********Elongation**
              ******
              *******NuCapTM
                  Paste A
              **Appearance**
              
              *********Viscosity**
              ******Conditions
                  of Curing: Mix ********************** (1)**Specific
                  Gravity**
              
              *********Tensile
                  Strength**
              ******
              *********Elongation**
              ******
              *********Adhesion
                  to Carbon Steel**
              *****
              *******NuCapTM
                  Part B
              N/A
              *****
              *******NuCapTM
                  Part C
              Appearance
              *****
              ********
              *******(1)
 
 (1)
          Confidential material redacted and filed separately with the Securities
          and
          Exchange Commission.
  
 EXHIBIT
        C
  TEST
        METHODS
  Dow
        Corning will use its standard internal test methods to determine all LAR
        test
        results noted in Exhibit B of this agreement. Dow Corning will supply a copy
        of
        these test methods upon the request of Global Matrechs.