Exhibit 10.10

                              CONSULTING AGREEMENT

      This  Agreement  is made as of the 7th day of  July,  2004 by and  between
Ovation Products Corporation,  a Delaware corporation having its principal place
of  business  at 395 East  Dunstable  Road,  Nashua,  New  Hampshire  03062 (the
"Company"),  and Alexandros  Partners LLC, a Delaware limited  liability company
having  its  principal   place  of  business  at  45  First   Avenue,   Waltham,
Massachusetts 02451 (the "Consultant").

      The principals of the Consultant have substantial  experience in financial
management and financing matters; and

      The Company desires to retain the services of the Consultant to advise the
Company  with  respect to a proposed  capital  financing  to be initiated by the
Company and to provide other financial management services.

      The parties, intending to be legally bound, do hereby agree as follows:

1. CONSULTING SERVICES

      a) The Company hereby agrees to engage the Consultant,  and the Consultant
hereby accepts such engagement, to advise the Company with respect to the terms,
structure and timing of a proposed capital financing (each a "Financing"), which
may take the form of:

      (i)   a private placement of the Company's equity or debt securities,
      (ii)  a bridge financing,
      (iii) a public  offering  of the  Company's  securities  whether  effected
            directly through an initial public offering or indirectly  through a
            merger with a publicly held company,
      (iv)  a private investment in a public company,  and to identify for or to
            introduce the Company to potential investors in the Financing and to
            provide such  additional  assistance  to the Company with respect to
            financial  management issues related to the Financing as the Company
            may request.

      b) The Company also agrees to engage the  Consultant,  and the  Consultant
agrees to accept such engagement, to advise the Company with respect to possible
strategic  transactions involving the Company and one or more parties including,
without  limitation,  whether  effected  in  one  transaction  or  a  series  of
transactions (each a "Transaction") which may take the form of:

      (i)   any  merger,   consolidation,   reorganization   or  other  business
            combination  pursuant  to  which  the  business  of the  Company  is
            combined with that of another party,
      (ii)  the  acquisition,  directly or indirectly,  by another party of more
            than 50% of the  capital  stock or assets of the Company by way of a
            negotiated purchase or otherwise, or
      (iii) the acquisition, directly or indirectly, by the Company of more than
            50% of the  capital  stock or  assets of  another  party by way of a
            negotiated purchase or otherwise.

      c) The  consulting  services  to be  provided  by the  Consultant  will be
performed  exclusively  by  the  principals  of  the  Consultant.   The  Company
acknowledges  that (a) the Consultant is not a registered broker or dealer under
federal  or  state  law  and is not a  member  of the  National  Association  of
Securities  Dealers,  and (b) the  Consultant  will not be acting as a placement
agent for the Company or as a broker or dealer in connection  with any Financing
or Transaction.

      d) The Company retains the right to pursue  fundraising  activities on its
own.

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2. TERM

      The consulting engagement shall commence on the date first set forth above
(the  "Commencement  Date"),  and shall  continue  until the  completion  of the
Financing  but no later than July 7, 2005.  The  Company  will have the right to
terminate this Agreement at any time and for any reason prior to July 7, 2005 by
written  notice to the  Consultant,  but such  termination  will not  affect the
Consultant's right to receive the Consulting Fees set forth in Section 5 of this
Agreement upon the closing of a qualified Financing.

3. POSITION AND DUTIES; LOCATION

      The  principals of the Consultant  shall perform the consulting  duties at
such  location or  locations as the  Consultant  shall  choose,  except that the
Company  shall  have the right from time to time,  upon  reasonable  notice,  to
require one or more of the  principals of the  Consultant to attend  meetings at
locations designated by the Company.

4. PERFORMANCE

      The Consultant  shall perform the  consulting  services in a competent and
skillful  manner.  The  Consultant  shall  comply  with  all  reasonable  rules,
procedures  and standards  adopted from time to time by the Company.  Nothing in
this Agreement shall prevent the Consultant from  undertaking  other  consulting
engagements  during the term of this  Agreement so long as such  services do not
conflict with the timely and competent  performance of the  Consultant's  duties
under this Agreement.

5. CONSULTING FEE

      In full  consideration  of the services to be provided by the  Consultant,
the Company will pay the following compensation to the Consultant:

      a) The Company will pay the  Consultant at the execution of this agreement
a consulting fee in the amount of $22,000.

      b) No later than thirty (30) days after  closing of at least $1 million of
the Financing,  at the Consultant's option, either: (i) $50,000 in cash, or (ii)
that number of shares of the Company's Common Stock, par value $.01 per share or
the Common Stock of the Company's  successor by merger (both  referred to herein
as the  "Common  Stock")  as shall be  determined  by  dividing  $50,000  by the
purchase  price per share of Common Stock issued by the Company or its successor
in the Financing.

            In  addition,  the  Company  or  its  successor  will  issue  to the
Consultant,  no later than  thirty  (30) days  after the  closing of at least $1
million of the Financing,  a stock purchase  warrant  granting to the Consultant
the right to purchase 50,000 shares of Common Stock (the  "Financing  Warrant").
The Warrant will provide for full ratchet  anti-dilution and will be exercisable
at any time for seven (7) years from the closing of the Financing at an exercise
price  equal to the  purchase  price  per share of  Common  Stock  issued by the
Company or its  successor  by merger in the  Financing.  The number of shares of
Common Stock covered by the Warrant  shall be equitably  adjusted to reflect any
of the following events that occur after the date of this Agreement and prior to
the issuance of the Warrant:  (a) the Company  issues any stock dividend paid in
shares of Common Stock,  (b), the Company  subdivides or splits-up the shares of
Common Stock,  (c) the Company  effects any reverse stock split of the shares of
Common Stock, (d) the Company effects any recapitalization,  reclassification or
other   restructuring  of  the  shares  of  Common  Stock,  (e)  any  merger  or
consolidation  of the Company  with or into any other entity or any other entity
acquires  substantially  all of the capital stock or assets of the Company.  If,
prior to the issuance of the Warrant,  any shares of Common Stock are  exchanged
for any other  security of any other  company,  then the Warrant shall grant the
Consultant the right to purchase the equivalent number of


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such other securities.  The Financing Stock Option will become fully exercisable
upon  any  liquidation,  dissolution  or  winding  up of  the  Company,  whether
voluntary or involuntary, or upon the closing or completion of any Transaction.

      c) At the  closing of a  Transaction  achieved  through the efforts of the
Consultant,  at the Consultant's  option,  either:  (i) $50,000 in cash, or (ii)
that number of shares of Common Stock as shall be determined by dividing $50,000
by the  Purchase  Price per Share (as defined  below) paid to the Company or its
security holders or by the Company or its security holders in such  Transaction.
For purposes of this  subsection  (b), the term "Purchase Price per Share" means
the sum of the aggregate  fair market value of any  securities  issued,  and any
cash consideration paid, directly or indirectly,  to the Company or its security
holders  or by  the  Company  or  its  security  holders  in  connection  with a
Transaction, plus the amount of any indebtedness of the Company that is assumed,
directly or indirectly,  by the other party or the amount of any indebtedness of
the other party to the Transaction that is assumed,  directly or indirectly,  by
the Company.

            In  addition,  the Company or its  successor by merger will issue to
the  Consultant,  no later  than  thirty  (30)  days  after the  closing  of the
Transaction,  a stock purchase  warrant  granting to the Consultant the right to
purchase 50,000 shares of Common Stock (the "Transaction Warrant").  The Warrant
will provide for full ratchet  anti-dilution and will be exercisable at any time
for seven (7) years from the closing of the Financing at an exercise price equal
to the  purchase  price per share of Common  Stock  issued by the Company or its
successor  by merger in the  Transaction.  The number of shares of Common  Stock
covered  by the  Warrant  shall be  equitably  adjusted  to  reflect  any of the
following  events that occur after the date of this  Agreement  and prior to the
issuance of the  Warrant:  (a) the  Company  issues any stock  dividend  paid in
shares of Common Stock,  (b), the Company  subdivides or splits-up the shares of
Common Stock,  (c) the Company  effects any reverse stock split of the shares of
Common Stock, (d) the Company effects any recapitalization,  reclassification or
other   restructuring  of  the  shares  of  Common  Stock,  (e)  any  merger  or
consolidation  of the Company  with or into any other entity or any other entity
acquires  substantially  all of the capital stock or assets of the Company.  If,
prior to the issuance of the Warrant,  any shares of Common Stock are  exchanged
for any other  security of any other  company,  then the Warrant shall grant the
Consultant the right to purchase the equivalent number of such other securities.
The  Transaction  Warrant will become fully  exercisable  upon any  liquidation,
dissolution or winding up of the Company,  whether voluntary or involuntary,  or
upon the closing or completion of any Transaction.

      d) The Consultant shall be entitled to receive  compensation  either for a
Financing or a Transaction,  but not both events. The compensation will be based
on the first such event to occur.

6. REIMBURSEMENT OF EXPENSES

      The Company shall  reimburse the  Consultant for all normal and reasonable
business  expenses  incurred by the Consultant in the performance of its duties,
provided  that such  expenses  are  approved  in advance by the  Company.  Total
expenses should not exceed $2,000.

7. CONFIDENTIAL INFORMATION

      7.1 The Consultant  acknowledges that its relationship with the Company is
one of high trust and  confidence  by reason of its access to the trade  secrets
and  confidential  and  proprietary  information of the Company.  The Consultant
shall not,  and shall take all  reasonable  commercial  steps to ensure that its
principals and employees will not, at any time,  either during its engagement by
the Company or thereafter, disclose to others, or use for its own benefit or for
the  benefit of others,  any  confidential,  proprietary  or secret  information
owned,   possessed   or  used  by  the  Company   (collectively,   "Confidential
Information").  By  way  of  illustration,  but  not  limitation,   Confidential
Information includes trade secrets,


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<PAGE>

technical  information,  product  designs,  inventions,  data,  marketing plans,
forecasts, unpublished financial information,  budgets, licenses, prices, costs,
and employee, customer and supplier lists and information.

      7.2 The  undertakings and obligations of the Consultant under this Section
7 shall not apply,  however,  to any  Confidential  Information  which (i) is or
becomes generally known to the public through no unauthorized action on the part
of the Consultant or its principals or employees, (ii) is generally disclosed to
third parties by the Company without restriction on such third parties, or (iii)
is approved for release by the Company.

      7.3 The Consultant  acknowledges  that the disclosure of any  Confidential
Information  may give rise to  irreparable  injury to the Company and that money
damages  would be an  inadequate  remedy for any such breach.  Accordingly,  the
Company may seek and obtain  injunctive  relief against the breach or threatened
breach of this Agreement,  in addition to any other legal or equitable  remedies
which may be  available.  The  Consultant  acknowledges  that the  covenants and
agreements  set forth in this  Agreement are necessary for the protection of the
legitimate  business  interests of the Company and are  reasonable  in scope and
content.

      7.4 Upon the termination of this Agreement, the Consultant shall return to
the Company all Confidential Information in its possession or under its control.

8. INDEPENDENT CONTRACTOR

      The Consultant will furnish its services as an independent  contractor and
not as an agent or legal representative of the Company.  Neither the Consultant,
nor any principal or employee of the  Consultant,  has any power or authority to
act for, represent or to bind the Company in any manner.

9. NO WARRANTY

      The Company  acknowledges that the Consultant has made no  representations
or warranties  to the Company with respect to the outcome,  timing or results of
the Financing.

10. MISCELLANEOUS

      10.1 MODIFICATIONS AND WAIVERS

      No change, modification or waiver of any provision of this Agreement shall
be valid or binding  unless it is in writing and signed by the parties  intended
to be bound.  No waiver of any breach,  term or  condition  shall  constitute  a
subsequent waiver of the same or any other breach, term or condition.

      10.2 NOTICES

      All  notices,   requests,   consents,   approvals,   agreements  or  other
communications  required or permitted to be given under this Agreement  shall be
in writing and shall be delivered by hand or sent by facsimile  transmission  or
email with subsequent written  confirmation,  or by registered or certified mail
(postage prepaid, return receipt requested), or by recognized overnight courier,
addressed to the respective addresses of the parties first set forth above or to
such other  address as either party shall  designate for itself by notice to the
other  party  given as provided  above.  Any such notice or other  communication
shall  be  deemed  to have  been  given  or made  upon  delivery,  if  delivered
personally or by facsimile or email  transmission  during business hours,  three
business days after mailing, if mailed, or one business day after delivery to an
overnight courier, if delivered by overnight courier service.

      10.3 GOVERNING LAW; CONSENT TO JURISDICTION


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<PAGE>

      This  Agreement  shall  be  governed  by  and  construed   exclusively  in
accordance with the laws of the Commonwealth of Massachusetts  without regard to
choice of law  principles.  Each of the  parties to this  Agreement  irrevocably
submits to the  jurisdiction  of any federal or state  court  sitting in Boston,
Massachusetts  over any action or proceeding  arising out of or relating to this
Agreement and each party  irrevocably  agrees that all claims in respect to such
action or proceeding  may be heard or determined in such state or federal court.
The parties  agree that a final  judgment in any action or  proceeding  shall be
conclusive and may be enforced in other jurisdictions by suit on the judgment or
in any other manner provided by law.

      10.4 ASSIGNMENT

      This Agreement shall be binding upon and shall inure to the benefit of the
parties hereto and their respective  successors,  heirs,  legatees and permitted
assigns,  including  any  public  company  into  which the  Company is merged as
contemplated by Section 1 of this Agreement. Except as the result of a merger of
the Company into a public company,  this Agreement is not assignable except with
the prior written consent of the other party.

      10.5 ENTIRE AGREEMENT

      This Agreement shall constitute the entire  agreement  between the parties
with respect to the subject matter hereof superseding all prior agreements.

      10.6 SEVERABILITY

      The  parties  have  carefully  considered  the  covenants  and  agreements
contained  in this  Agreement  and  hereby  stipulate  that such  covenants  and
agreements are fair and  reasonable in light of all the facts and  circumstances
of the  relationship  between  the  parties;  however,  in the  event a court or
tribunal  shall  decline  to  enforce  any of the  covenants  set  forth in this
Agreement,  such covenants shall be deemed modified to the extent that the court
shall  find  enforceable.  If any  provision  of this  Agreement  is found to be
invalid by any court or tribunal,  the  invalidity of such  provision  shall not
affect the validity of the remaining provisions of this Agreement.

      IN WITNESS WHEREOF,  the parties have caused this Agreement to be executed
as of the date set forth at the beginning of this Agreement.

OVATION PRODUCTS CORPORATION                        ALEXANDROS PARTNERS LLC


By: /s/ William E. Lockwood                        By: /s/ Anthony S. Loumidis
    ------------------------                           -------------------------
Name:  William E. Lockwood                          Name:  Anthony S. Loumidis
Title: President                                    Title: President


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