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                                                                   Exhibit 10.10
HEDMAN RESOURCES LIMITED

3875 Keele Street
Suite 400, North York
Toronto, Ontario, Canada
M3J 1N6
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DISTRIBUTOR AGREEMENT
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        By this Agreement, made as of this 15 day of December 2000 by and
        between HEDMAN RESOURCES LIMITED, 3875 Keele street, suite 400 North
        York, Toronto, Ontario, Canada, ("HEDMAN") and Contemporary Trading and
        Investments Ltd. Trident Trust Company (B.V.I.) Trident Chambers
        Wickhams Cay Road Town, Tortola British Virgin Islands.
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        1.    APPOINTMENT, ACCEPTANCE AND PRODUCT

              Hedman authorizes Distributor to sell Hedman products, listed in
        the Distributor Agreement Supplement ("Supplement") attached to this
        Agreement ("Product(s)"), on a nonexclusive basis, so long as
        Distributor continues to solicit, service and supply customers in
        Distributors primary area of responsibility specified in the supplement
        to Hedman's sole satisfaction. Terms and conditions of sale and pricing
        specified hereunder are premised on sales within a domestic primary area
        of responsibility and the market conditions prevailing therein,
        accordingly, unless Distributor's specified primary area of
        responsibility is outside the United States, Hedman will have the
        option, upon the number of days prior written notice listed in the
        supplement, to change the pricing, terms and conditions herein, if
        Distributor resells Product(s) for ultimate shipment to locations
        outside the United States.

              Distributor accepts the authorization and agrees to use its best
        efforts to maintain, promote and increase trade in Product(s) and to
        maintain a reasonable level of Product inventory to meet customer needs.

        1.    TERM OF AGREEMENT

              This Agreement shall be effective as of the date first written
        above through December 31 of the same year, and shall continue from year
        to year thereafter on a calendar year basis, until canceled at any time
        upon at least ninety (90) days prior written notice given by either
        party to the other, failure on the part of the Distributor to comply
        with the provisions of Article 8 and/or 9 or any other substantial
        breach shall be grounds for immediate termination. Notwithstanding any
        terms in the Supplement to the contrary, the Supplement shall terminate
        not later than the date of termination, expiration or cancellation of
        this Agreement, unless specifically agreed to the contrary by Hedman and
        distributor in writing, all purchases of Product(s) by Distributor from
        Hedman during the term of this Agreement, until this Agreement is
        terminated, shall be subject to its terms and conditions.
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        3.     NATURE OF RELATIONSHIP

              This Agreement establishes the Distributor as a purchaser of
        Product(s) from Hedman for resale and does not constitute Distributor as
        an agent of Hedman for any purpose whatsoever. Distributor is an
        independent contractor and is no way authorized to make any contact,
        warranty or representation on behalf of Hedman, or create any
        obligation, express or implied, on behalf of or in the name of Hedman.

        4.     LOCATION

              Hedman shall sell and deliver Product(s) to the delivery locations
        in Distributor's primary of responsibility as stated in the Supplement.
        While Hedman normally sells carload, truckload and bulk shipments of
        Product(s) directly to the customer, under appropriate circumstances.
        Hedman may allow Distributor to serve such accounts on a third party
        basis under Hedman's then-current policy of sale of the Product(s) in
        question.

        5.     QUANTITY

              The supplement attached to this Agreement shall establish the
        quantity of Product(s) to be purchased by Distributor and delivered by
        Hedman. Distributor and Hedman shall meet at least annually after the
        date of this Agreement to review such quantity terms and establish new
        quantity terms for each succeeding year of this Agreement unless
        otherwise specified in the Supplement. Hedman shall not be obligated to
        deliver nor Distributor to take, on a monthly basis, any more than a
        proportionate part of the quantity specified in the Supplement,
        determined by dividing such quantity by the total number of months in
        the current contract term.

        6.     PRICE

        A.     The purchase price for Product(s) sold to the Distributor shall
        be Hedman's Standards prices to Distributors in effect at the time of
        shipment, plus any applicable taxes, excise (including the so-called
        "Superfund" tax), duties or other government charges on production,
        manufacture, storage, sale, transportation, delivery or use of Product.
        Hedman shall advise Distributor of its standard prices, discounts and
        allowances as established by Hedman from time to time. Distributor is to
        receive a 10% commission for all products sold excluding shipping costs.

        B.     PRICE PROTECTION

        During the calendar year, Distributor may furnish Hedman with
        satisfactory written evidence of a legitimate lower price offered to it
        by a recognized domestic manufacture on standard product(s) of like
        quality and quantity as any of the undelivered portion of Product(s)
        hereunder on substantially similar terms and conditions. Hedman shall
        either meet such lower offered price for those Product(s) within (15)
        days after its receipt of such evidence of the offer or permit
        Distributor to purchase any or all of the undelivered quantity of such
        available Product(s) from such alternate source while such lower
        delivered prices are in effect. In the later case, if Distributor has
        placed no order with Hedman for delivery of any quantity of such
        Product(s) during the forty-five (45) days following its submission to
        Hedman of written proof of the lower competitive price, Hedman by
        written notice, may terminate Hedman's obligation to sell and deliver
        such Product(s) under the Agreement
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C.   PRICE INCREASE

     Hedman may revise prices of Product(s) listed in the Supplement hereto, by
giving Distributor at least the number of days prior written notice listed in
the Supplement.

D.   PRICE DECREASE

     If Hedman's published general price declines, Hedman will protect
Distributor's bulk, drummed or packaged floor stocks of Hedman manufactured
products if such products were purchased within thirty (30) days prior to the
price decrease and were in stock on the date of such decrease. Distributor must
provide Hedman with satisfactory written evidence of the existence of such
inventory within thirty (30) days of such price decrease; inventory stocks may
be delivered by Hedman's representative of Hedman's election. Subject to the
conditions stated herein. Hedman will rebate or issue a credit to Distributor's
for any difference in pricing following such price decline.

E.   GOVERNMENTAL CONTROL

     If any law, regulation or other governmental action requires Hedman to
reduce price under this Agreement or prevents Hedman from increasing any price
to the extent it wishes to pursuant to this Article 6, Hedman may cancel from
the Agreement the Product(s) so effected by such law, regulation or other
governmental action.

7.   SHIPMENTS AND TERMS OF PAYMENT

     All shipments of Product(s) shall be made by a carrier who is authorized to
pick up Product(s) from Hedman. Product(s) shall be shipped and invoiced as
provided in the appropriate Supplement. Terms of payment shall be net thirty
(30) days from the date of invoice, subject to change on at least thirty (30)
days written notice from Hedman. Shipping dates are conditional upon
availability of Product(s).

8.   HANDLING

     Distributor will establish physical facilities, select carriers, and
perform physical functions consistent with safe industry practice. Hedman will
furnish to Distributor Material Safety Data Sheets which include health, safety
and other hazard communication information on Product(s) consistent with the
Federal Occupational Safety and Health Administrator's Hazard Communication
Standard. Hedman will also furnish other health or safety information as
available. Distributor will assess the safety aspects and environmental impact
of Product(s) set forth in the Supplement based on information and take
appropriate steps satisfactory to Hedman while such Product(s) are being stored
and transported to protect persons, property, and the total environment.
Distributor will promptly disseminate all information provided to Distributor by
Hedman regarding safe handling, use, and disposal of Product(s) to all
purchasers of the Product(s) set forth in the Supplement, whether such
Product(s) are sold in containers packaged and labeled by Hedman in bulk or in
any other manner. In addition, Distributor will disseminate appropriate health
and safety, information to all persons



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who may be exposed to Product(s). If Product(s) is further processed, mixed or
incorporated into another product, Distributor will likewise disseminate
appropriate health and safety information to all persons who may be exposed.
Distributor will resell Hedman's Product(s) only to customers who Distributor
has determined are capable of storing, handling or using sold Product(s) in a
safe manner and without adverse environmental effect.

9.   REPACKAGING

     If Distributor repackages containers and other packaging material's and
labels that comply with all pertinent provisions of any applicable federal,
state or local laws and regulations. Distributors who elect to repackage Hedman
Product(s) are not authorized to use Hedman's name and trademark on repackaged
goods. Distributor shall employ quality control procedures sufficient to ensure
that the repackaged material conforms to the original specifications for
Product(s) as supplied by Hedman.

10.  LIABILITIES, CLAIMS, INDEMNIFICATION

     Hedman will defend, indemnify and hold harmless Distributor from all
product liability claims and expenses resulting from the sale or use of
Hedman's Product(s), and this provision will survive the termination of this
Agreement, provided however, that the obligations of defense, indemnification
and hold harmless will not apply to

A.   Any express or implied warranty or representation by Distributor, its
     employee or agents not specifically authorized in writing by Hedman.

B.   Claims where at the time of shipment to Distributor, Product(s) was not off
     specification, and/or was not defectively packaged, and/or adequate
     Product(s) warnings were provided to Distributor.

C.   Bodily or personal injury, disease, death, property damage, or commercial
     loss arising out of:

     1.   Any physical or chemical change in the form of the Product except for
          paper packaging and repackaging or labeling as specified in Article 9
          herein made by Distributor, its employees, agents, or contractors.

     2.   Sale by Distributor of Product(s) for applications for which industry
          practice or literature or Hedman have alerted Distributor that such
          Product(s), are not suitable or not recommended, or for a use which
          infringes any patent or third party property rights;

     3.   Any failure on Distributor's part to make such inspectors or tests as
          Distributor agreed to make or a prudent distributor world promptly
          undertake to make in the usual course of business in connection with
          the Distribution or sale of Products.

     4.   Negligence or misconduct of Distributor, its employees, or agents or
          any other organization or person except Hedman.

     5.   Distributor's failure to comply with the Article 9 to the
          satisfaction of Hedman.

     6.   Sale by Distributor of Product(s) to another party for resale.

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D.   Bodily injury or property damage occurring within Distributor's premises or
     to Distributor's employees or agents including commercial loss of any kind,
     unless due to Hedman sole and direct negligence.

E.   Any claim for which Distributor's has not given Hedman notice to claim
     setting forth fully the facts on which it is based, within thirty (30) days
     after the date on which such facts were discovered or reasonably should
     have been discovered.

F.   Any claim were Hedman upon request to Distributor, has not been given the
     option to assume sole defense of any lawsuit, arising from said claim, at
     Hedman's sole expense and liability.

G.   Any claim for which Distributor has failed to furnish all relevant
     excellence in Distributor's possession or has failed to fully co-operate
     with Hedman in preparing defense to the claim.

     Where a claim against Distributor that is subject to the foregoing
indemnity, by Hedman is settled out of court by Distributor Hedman will
indemnify Distributor for such settlement only if the settlement is made with
Hedman's knowledge and consent and provided further that a release is provided
by Distributor in a form acceptable to Hedman.

     To the fullest extent permitted by applicable law, Distributor will defend,
indemnify, and hold harmless Hedman, its directors, employees, and agents
against all claims, loss, liability (whether strict or otherwise) and including
attorneys fees and other costs of litigation, resulting from any injury,
disease, or death of persons (including but not limited to Distributor's
employees, or agents or members of their families or damage to property
including but not limited to Distributor's or to the environment caused by or in
connection with Distributor's transportation, loading, unloading, storage,
handling, sale or use of Product(s) sold hereunder or container therefor to the
extent caused by acts or omissions listed in subparagraphs (A), (C), (D), (E),
(F), and (G) of this Article 10 by Distributor, its agents, employees or
contractors, and this defense, indemnity, and hold harmless obligation of
Distributor will survive the termination of this Agreement. Hedman will have the
right but not the duty to assist in the defense of any lawsuit arising from any
such claim, loss, injury, disease, death, or damage with attorneys of Hedman's
selection consulting with attorneys of Distributor's selection without relieving
Distributor's of any obligation hereunder. No claim of any kind by
Distributor for damages arising from Product(s), delivery shortage, for
non-delivery of Product(s), for or nonconforming Product(s) or breach of
warranty, will be greater in amount than the purchase price of the Product
involved in the claim. Distributor's failure to give notice of the claim within
thirty (30) days after the date on which such facts were discovered or
reasonably should have been discovered will constitute a waiver by Distributor
of such claim. ENVIRO WILL NOT BE LIABLE FOR DISTRIBUTOR'S SPECIAL, INCIDENTAL,
INDIRECT, CONSEQUENTIAL, OR PUNITIVE DAMAGES WHETHER ARISING OUT OF BREACH OF
WARRANTY, NEGLIGENCE, INCLUDING SPECIFICALLY THE SOLE OR CONCURRENT NEGLIGENCE
OF ENVIRO, STRICT LIABILITY IN TORT, OR OTHER CAUSES.

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11.  INSURANCE

     Distributor shall keep in force at all times during the term of this
Agreement, a policy of Comprehensive General Liability insurance including but
not limited to products and contractual liability issued by a responsible
insurance carrier with primary coverage for each occurrence of not less than
$1,000,000. Such policy shall provide for thirty (30) days prior written notice
directly from the insurance carrier or broker to Hedman of any cancellation,
material charge and/or non renewal of the policy, further, Distributor shall
furnish Hedman evidence satisfactory to Hedman that the forgoing insurance is in
effect.

12.  SALES POLICY AND ASSISTANCE

     A. Distributor shall use its efforts to develop the market potential for
        the Product(s) in the primary area surrounding the stock point locations
        listed under this Agreement. Hedman shall encourage, aid and assist
        Distributor in this regard and shall endeavor on a commercially
        reasonable and equitable basis to refer appropriate business to
        Distributor.

     B. In order to assist Distributor and to render support for Distributor's
        customers, Hedman will from time to time provide Distributor with
        available technical data, technical bulletins, and other sales-aid
        materials relating to Hedman's Product(s). Where Hedman deems
        appropriate, Hedman will also provide technical assistance and training
        seminars for Distributor's sales representatives.

     C. Hedman will attempt to make sales and service calls and provide
        laboratory service in support of Distributor's sales efforts where
        Hedman and Distributor conclude such help is warranted. It is expressly
        understood and that any technical advice furnished by Hedman is provided
        gratuitously as on accommodation to Distributor and Hedman shall have no
        obligation or liability for the advice or results obtained, all such
        advice being given and accepted at Distributor's risk.

13.  MULTIPLE DISTRIBUTOR LOCATIONS

     If Distributor operates from more than one location, Hedman may impose
minimum purchase and/or other criteria for each such location in accordance with
Hedman's Distributor policies and procedures. Hedman may, upon not less than
three (3) months prior notice, refuse to supply any Distributor location which
does not meet Hedman's criteria. Hedman will also have the option, upon not
less than (3) months prior notice, to continue sales to such noncomplying
location(s) but a reduced functional allowance and/or under different terms and
conditions of sale than stipulated in this Agreement.


14.  SHIPMENTS, TITLE AND RISK OF LOSS

     Hedman will select the origin of all shipments and all delivery
destinations will be subject to Hedman's approval. Hedman will also select the
carrier for all shipments except those picked up by the Distributor at Hedman's
Designated shipping location(s). Hedman reserves the right to refuse to load
Product(s) into Distributor's owned or leased equipment which Hedman, in its
sole judgement,
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determines is unsuitable; however, Hedman assumes no obligation or
responsibility for inspecting such equipment or for insuring its cleanliness
prior to loading. The quantity of all bulk, rail, and truck deliveries will be
determined by Hedman by outage tables with corrections for temperature, by
meter or by weigh master's certificate, as appropriate, and Hedman quantity
determination will govern unless proven in error by more than one-half percent
(0.5%) of the billing quantity.

A.   For packed Product(s), at the point the Product(s) is deposited by Hedman
     or Hedman's agents onto Distributor owned or leased equipment;

B.   For bulk solids, at the point of discharge of Product(s) from the discharge
     tube of Hedman or Hedman's agents transfer machine into Distributor's owned
     or leased equipment.

When applicable, Distributor will be granted freight allowance(s) consistent
with Hedman's then current freight allowance policy/practice. On shipments
arranged by Hedman, Distributor will promptly unload each delivery at
Distributor's own risk and expense (including any detention charges) and
according to Hedman's standard practices.

15.  WARRANTIES

     Hedman warrants only that each Product(s) will meet the physical and
chemical specifications in the supplement and/or in Hedman's applicable
publications. HEDMAN MAKES NO OTHER WARRANTIES, WHETHER OF MERCHANTABILITY,
FITNESS FOR A PARTICULAR PURPOSE, OR OTHERWISE, AND NONE WILL BE IMPLIED.

16.  EXCUSES FOR NONPERFORMANCE

     Either Hedman or Distributor will be excused from the obligations of this
Agreement to the extent that performance, except payment by Distributor for
Product(s) delivered hereunder, is delayed by any circumstances (except
financial) reasonably beyond its control or by fire, explosion, mechanical
breakdown, strikes or other labor trouble, plant shutdown, unavailability of or
interference with the usual means of transporting the Product(s) or compliance
with any law, regulation, order, recommendation or request of any
governmental authority, in addition, Hedman will be so executed in the event
it is unable to acquire from its usual sources and on terms it deems to be
reasonable, any material or equipment necessary for manufacturing the
Product(s), if, because of such circumstances, there should be a shortage of
Product(s) from any of Hedman's sources Hedman will not be obligated to
purchase Product(s) in order to perform this Agreement and may apportion it
available Product(s) among all its customers and its own internal uses in such
manner as Hedman finds fair and reasonable; provided, however, that Hedman will
not be obligated to apportion or otherwise make available to Distributor,
Product(s) which Hedman obtains by purchase or exchange for its own internal
use. Quantities of Product(s) consequently undelivered will be deducted from
the applicable remaining quantity obligation unless the Parties agree otherwise.


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17.  DISTRIBUTOR AGREEMENT SUPPLEMENT

     The Product(s) sold by hereunder shall be included in the attached
Supplement, and may change from time to time. The terms and conditions of this
Agreement shall apply to any and all Supplements.

18.  ENTIRETY OF AGREEMENT

     This Agreement supersedes and replaces all prior agreements between
parties, if any, relating to the subject matter of this Agreement and includes
and incorporates all terms and conditions of sale of the Supplement.
Additionally, this Agreement together with Hedman Distributor policy, if not
inconsistent herewith, and then current price schedules constitute the entire
understanding between the parties and no modification or waiver thereof shall be
of any force or effect unless in writing and signed by the party claimed to be
found thereby and specifically described as an amendment, extension, waiver or
release under this Agreement. No modification shall be effected by the
acknowledgement or acceptance of purchase orders, releases, or other forms
containing different or additional conditions.

19.  ASSIGNMENT

     Distributor shall not sell, assign, transfer, or delegate any rights, or
duties under, or rights of ownership to, this Agreement.

20.  CONFIDENTIALITY

     Distributor will not, without the written consent of Hedman, during this
Agreement for three (3) years thereafter, disclose to any third party any
information relating to the formulation or manufacturing processes of any
Product(s) covered by this Agreement which is not in the Public domain and is
identified by Hedman as confidential.

21.  NOTICES

     Notice by either Hedman or Distributor will be made only by letter or
telegram addressed to the other party at its address shown on page 1, first
paragraph, and will be considered given as of the time it is deposited with the
U.S. Postal Service or the company, postage or charges prepaid, or to such
other address as may be designated by such party by notice in writing sent in
like manner.
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22.  WAIVER

     Any waiver by either party of any particular breach or default of this
Agreement shall be in writing and shall not constitute a continuing waiver or a
waiver of any other breach or default, and acceptance by Hedman of any payments
with knowledge of any breach or default shall not constitute such waiver. Any
payments to be made or obligations to be performed by Distributor before, upon
or subsequent to the termination of this Agreement, shall survive termination
of this Agreement if not already made or performed at date of termination.

23.  BREACH OF AGREEMENT

     Failure of Distributor to:

     A.   Unless otherwise agreed to in the Supplement, annually establish with
          Hedman and commit to product quantities for the contract term, or

     B.   Use its best offers to sell product quantities as provided for in the
          Supplement on a continuing quarterly basis for three (3) consecutive
          quarters, or

     C.   Cure any failure described in (A) or (B), above, within thirty (30)
          days after written notice of same from Hedman to Distributor, or

     D.   Make any payment requirement hereunder, without deduction, setoff or
          counterclaim when the same becomes due, or shall make an assignment
          for the benefit of creditors or in the event of a commencement of
          proceedings by or against Distributor, involving bankruptcy,
          insolvency, reorganization, or arrangement, or

     E.   Comply with any laws, rules, orders or standards relating to
          environment, health or safety matters, upon the failure of Distributor
          as set forth in Paragraphs A, B, C, D, or E in this Article 23,
          Hedman, without demand or notice of any kind and without prejudice to
          any other remedy of Hedman, may immediately terminate this and any
          other Agreements with Distributor (Distributor remaining liable for
          damages) or Hedman may defer further deliveries until the default is
          remedied (in which event, if Hedman elects, this Agreement shall be
          deemed extended for a period of time equal to that during which
          deliveries are deferred).

24.  GOVERNING LAW

     THE PARTIES HERETO AGREE THAT ALL OF THE PROVISIONS OF THIS AGREEMENT AND
ANY QUESTIONS CONCERNING INTERPRETATION AND ENFORCEMENT SHALL BE GOVERNED BY
THE LAWS OF THE STATE OF NEW YORK.



/s/ Franz Vozich
-------------------
Distributor



Franz Vozich
-------------------
By



Director
-------------------
Typed Name & Title

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                                   SCHEDULE A



            AUTHORIZED PRODUCTS           MINIMUM PURCHASE QUANTITY
                                          COMMITMENT PER YEAR



SUPERFIL                                                    600 METRIC TONS
THE ENTIRE LINE OF FIREFELT PRODUCTS                        2,000 Squares metres
VERMICULITE                                                 200 METRIC TONS



MINIMUM PURCHASE PRICE COMMITMENT PER YEAR-HDM AGREES TO SELL AND DISTRIBUTOR
AGREES TO PURCHASE PRODUCTS WITH A MINIMUM AGGREGATE PURCHASE PRICE OF $______
IN CALENDAR YEAR 2000

Note: It is understood that HDM will not be obligated to supply more than 125%
of the above the stated minimum quantity for each PRODUCT during any year,
without HDM's prior written consent.


Distributor's Manager _________________


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IN WITNESS WHEREOF, parties have executed this Agreement as of the date written
above.


CONTEMPORARY INVESTMENTS                 HEDMAN RESOURCES LIMITED

By /s/ Franz Vozich                      By /s/ Claude Taillefer
   -----------------------------------      ------------------------------------

Print                                    Print
Name   FRANZ VOZICH                      Name    CLAUDE TAILLEFER
      --------------------------------          --------------------------------

Title  Director                          Title   President & CEO
      --------------------------------          --------------------------------