EXHIBIT 10.10


EXPORT TELEPHONE
SALES AGREEMENT


This Agreement dated
January 3, 2005 consisting of two parts, which together constitute the whole agreement, is made by and between Cortelco, Inc. (CI)
and Cortelco Systems Puerto Rico (CSPR).


Purpose:  This Agreement
is being made to allow both parties to jointly pursue the overall growth of sales of telephones within the Caribbean, Latin America,
and South America by identifying specific territories within which to focus and to best utilize the resources both parties can
provide.


Section 1.1
Definition of Parts’ 1 and 2


1.1.a
Part I shall refer to the territory and sales guidelines assigned to the CSPR Export Sales Department to be co-located with
Cortelco, Inc. in Corinth, MS. For Details see Attachment 1, Part 1.


1.1.b
Part 2 shall refer to the territory and sales guidelines assigned to CSPR located in Caguas, Puerto Rico. For details see Attachment
1, Part 2.


Section 1.2
Term


This Agreement will
have a term of one year from the date of signature and automatically renew in twelve-month increments unless terminated in writing
by mutual consent or non-compliance.


Section 1.3    General Points of
Agreement


1.3.a    Upon signing of this Agreement, CSPR
will assume the financial responsibility for all expenses related to the operation of the CSPR Export Sales Department located in
Corinth, Mississippi. These expenses will include the salary and employment benefit costs for the individual assigned to this
department. Also included in the monthly fee is a margin to CI and the direct business-related expenses incurred in the operation of
this department. Expenses that may be included are business travel, trade show costs, telephone expenses, and the cost of sales
samples and shipments there of. CI will provide a detailed invoice for these expenses on a monthly basis. CSPR Export Sales
Department will have the responsibilities as defined in Part 1 of the Attachment.


1.3.b    CSPR will bear all of the costs associated
with the expenses incurred for sales in the territory identified in Part 2.


1.3.c    CSPR will record the revenues that result
from the sales of both Part 1 and Part 2 territories. The sales margin that result from these sales will be in accordance with the
guidelines stated in the respective sections of the Attachment.


1.3.d    This Agreement may be amended by written
agreement signed by authorized representatives of each party.


1.3.e    Neither part may assign its rights or obligations
under this Agreement without prior written approval from the other part.



	 	 	 
	Cortelco, Inc.
	 	Cortelco Systems PR

	 	 	 
	/s/  Walt Duffey
	 	/s/ Bob Schnabl

	 	 	 
	By: Walt Duffey, Sr. Vice President, Operations
	 	By:  Bob Schnabl, President & CEO





January 3, 2005











Attachment  1


CSPR Export Product Sale and Distribution Guidelines


Cortelco, Inc., Corinth, MS and Cortelco Systems Puerto Rico, Caguas, Puerto
Rico have agreed to jointly pursue sales growth for both companies without duplicating or interfering with each others
efforts/activities. To accomplish this, CSPR, Puerto Rico and CSPR Export Sales, Corinth have specific territory assignments within
which to focus. Any activity or opportunities outside these “specifically defined” territories will require Cortelco, Inc.
approval. Any changes to the territory assignments will be incorporated into this document.


The following are guidelines addressing each territory as Part 1 and Part 2.


Part 1


CSPR Export Sales, Corinth - Caribbean/Central America Territory- the
following guidelines are effective with shipments beginning January 2, 2005:




	 	 	 	 
	 	1)	 	CSPR Export Sales, Corinth, MS will be responsible for the territory identified in Attachment A.  The product sold into this territory
will be purchased from Cortelco by CSPR. CSPR Export Sales, Corinth, MS is responsible for all aspects related to the
customer including order acknowledgement, invoicing, terms, collection and all customer communications. Upon collection, funds will
be transferred to CSPR Puerto Rico as coordinated between Accounting Departments.







	 	 	 	 
	 	2)	 	CSPR Export sales for the countries/territory above will be headquartered, sold, and managed exclusively from Corinth, MS as designated by
the President and CEO of Cortelco, Inc. and agreed upon by CSPR senior management.  CSPR Export Sales, Corinth will establish
all pricing, terms and agreements.  CSPR Export Sales, Corinth is to be the sole contact (including documents of any type) for
the territory and all customers within.  







	 	 	 	 
	 	3)	 	Cortelco, Inc. Export Sales is responsible for Canada, Europe, and Asia (Saudi Arabia, Iraq, etc.) independent and separate
from the territory above and not subject to the intent of this agreement and guidelines.







	 	 	 	 
	 	4)	 	CSPR Export sales to the above Caribbean/Central America territory will be handled based upon PO’s received directly
from Customers at 1703 Sawyer Rd, Corinth, MS.





CSPR Export Sales
Representative, Corinth will provide CSPR, Puerto Rico with the following information upon receipt of customer PO:




	 	 	 	 	 
	 	 	a.	 	Customer PO number and information along with pricing to the customer.







	 	 	 	 	 
	 	 	b.	 	Product pricing for CSPR, Puerto Rico to release a purchase order to Cortelco, Corinth.





-  CSPR, Puerto Rico
is to create an “internal only” order identifying the customer purchase order number then forward to CSPR Export
Sales, Corinth only.  The customer purchase order number will allow both CSPR Export, Corinth and CSPR, Puerto Rico to
correlate the sale.


-  CSPR, Puerto Rico
is to create and send a product purchase order to CSPR Export Sales Representative, Corinth. This should also reference the customer
purchase order number noted above.


Note that both
these documents should be created at the same time and sent via email. Turnaround time for the above information from CSPR, Puerto
Rico must be prompt and consistent with the situation requirements as defined by CSPR Export Sales Representative.




	 	 	 	 
	 	5)	 	See Product Pricing guidelines – Attachment B.
















	 	 	 	 
	 	6)	 	CSPR Export, Corinth will issue all customer purchase order acknowledgement and invoices.  Corinth Accounting is responsible for
these actions. All documents whether internal at CSPR, Puerto Rico or at Corinth, are to reference the Customers Purchase Order
Number.







	 	 	 	 
	 	7)	 	If a potential customer in any of the countries listed above or not listed below (CSPR, Puerto Rico Territory – Attachment A.)
makes direct contact with CSPR, Puerto Rico the individual contacted will take no action other than giving the potential customer
contact information for CSPR Export Sales Representative, Corinth.







	 	 	 	 
	 	8)	 	If in the normal course of business, CSPR, Puerto Rico becomes aware of sales leads for any of the above listed countries or countries
not listed below (CSPR, Puerto Rico Territory) the information will be forwarded to CSPR Export Sales Representative, Corinth. 





Part 2


CSPR, Puerto Rico shall have full responsibility
and sole contact for the following territory:




	 	 	 	 
	 	1)	 	CSPR, Puerto Rico is responsible for all sales, customer contact, administration, terms of sale, credit decisions and management
exclusively from Puerto Rico in the territory as defined in Attachment A. Corinth’s involvement with this
territory shall be fulfillment of Purchase Orders issued to Corinth by CSPR.







	 	 	 	 
	 	2)	 	Cortelco, Corinth pricing of product to CSPR, Puerto Rico shall be based upon a 10% discount from distributor net pricing
provided such price yields Cortelco, Corinth at least 10% gross margin.  Variation from this model requires Cortelco, Corinth
senior management approval.  CSPR, Puerto Rico is responsible for all freight, outbound FOB Corinth, MS. Warranty replacement
or other customer/purchase order specific situation, if applicable, are to be considered in applying the 10% minimum gross margin
criteria.







	 	 	 	 
	 	3)	 	Drop shipment freight cost for shipments made directly from the manufacturing location (Asia) will be charged based on the freight
cost difference between ocean freight to Corinth, MS and the freight cost related to the drop shipment.   Excess freight cost
will be invoiced to CSPR, Puerto Rico as defined by Cortelco, Corinth Accounting.







	 	 	 	 
	 	4)	 	Cortelco, Corinth Accounting shall establish purchase terms related to CSPR, Puerto Rico product purchases.  CSPR, Puerto
Rico is totally responsible for pricing and terms to their customer, including credit review, invoicing and collections.






	 	 	 
	Cortelco, Inc.
	 	Cortelco Systems PR

	 	 	 
	/s/  Walt Duffey
	 	/s/ Bob Schnabl

	 	 	 
	By: Walt Duffey, Sr. Vice President, Operations
	 	By:  Bob Schnabl, President & CEO















Attachment A


Cortelco Systems Puerto Rico


Export Sales Territories



	 	 	 
	Reference Guidelines
	 	Reference Guidelines
	
	 	 
	Part   1
	 	Part   2
	
	 	 
	CSPR Export Sales, Corinth, MS
	 	CSPR, Caquas, Puerto Rico 
	 
	 	 
	Aruba
	 	Argentina
	
	 	 
	Bahamas
	 	Bolivia
	
	 	 
	Barbados
	 	Brazil
	
	 	 
	Belize
	 	Chile
	
	 	 
	Bermuda
	 	Colombia
	
	 	 
	Cayman Islands
	 	Dominican Republic
	
	 	 
	Costa Rica
	 	Ecuador
	
	 	 
	Curacao
	 	El Salvador
	
	 	 
	Honduras
	 	Guyana
	
	 	 
	Jamaica
	 	Haiti
	
	 	 
	Mexico
	 	Paraguay
	
	 	 
	Panama
	 	Peru
	
	 	 
	St. Kitts
	 	Puerto Rico
	
	 	 
	Trinidad & Tobago
	 	Uruguay
	
	 	 
	 Above handled completely from Corinth, MS.
	 	Venezuela
	
	 	 
	 
	 	Virgin Islands
	
	 	 
	
	 	Above handled completely from Caguas, Puerto Rico
	 	 	 
	
	 	Prior approval on all trips tothe above and Miami.





Note that any changes, additions, etc. to
the specific territories noted above require prior, to any action, approval by Corinth, MS.











Attachment  B


CSPR Export Product Sales, Corinth


Product Pricing (ref Guidelines – Part  1)




	 	 	 
	1)	 	All pricing related to the CSPR Export Sales-Caribbean/Central America territory (see attachment A.) shall be
the sole responsibility of CSPR Export Sales, Corinth, MS. 







	 	 	 
	2)	 	Customer orders will be negotiated by CSPR Export Sales, Corinth.  Pricing will, to the greatest extent possible, be
based on Standard Distributor Net Pricing or higher.







	 	 	 
	3)	 	CSPR, Puerto Rico product purchase order pricing will be based upon customer order selling price less 10%. If this price
model does not provide Cortelco, Corinth at least 12% standard margin points or if CSPR Export Sales must lower pricing to customer
below distributor net, then Cortelco, Corinth senior management must approve pricing before quoting customer.  







	 	 	 
	4)	 	All sales are FOB Corinth, MS.  Any variation from this requires Cortelco, Corinth senior management approval.







	 	 	 
	5)	 	Product supplied is typically without warranty.  Product, as a percent of the total quantity sold, may be provided as
replacement spares at no charge to the end customer. Where this cost applies, it shall be considered in the 12% criteria (noted in
3) above. This principle shall also apply to all other extraordinary cost that may be applicable to a specific customer or purchase
order including special agent/representative fees/commissions where applicable.