Exhibit 10.10


                                    CONTRACT

     Pretory  USA,  Inc.  (hereinafter  referred  to as "PRTU")  hereby  engages
DeMonte Associates as its investor relations/corporate communications advisor.

     The fee for the 12 month period of the Agreement, commencing on December 1,
1999 will be 5,000.00 per month.  The fee is payable at the commencement of this
contract and on the first of each month in advance of the month worked.

     DeMonte  Associates  shall act as investor  relations  counsel for PRTU and
perform the services enumerated below:

     1.   Analysis  of  PRTU's   business  and  industry,   following   which  a
comprehensive  fact sheet that summarizes PRTU's corporate and financial profile
will be recreated, for distribution to investment professionals and the media.

     2. Work to develop a complete  financial public relations  program designed
to  broaden  recognition  of PRTU in the  financial  community  in the U.S.  and
abroad.

     3. Advise PRTU in its overall  relationship  with the  financial  community
through consultation with its management.

     4.  Planning,  writing and  preparation  of press  releases  and annual and
quarterly reports to shareholders, including the creative graphics and printing,
if required.

     5.  Preparation,  together with  management,  of presentation  material for
meetings with stockholders.

     6. Develop interest in PRTU and its products through placement of articles,
reviews and quotes in financial and trade publications.

     7. Meet with  financial  community on behalf of PRTU,  surveying  essential
analysts,   brokers  and   institutional   investors   throughout  the  country,
maintaining an ongoing  personal  contact program and establishing a schedule of
activities.

     8.  Arrange  meetings  between  management  and  members  of the  financial
community;  including  individual  meetings,  informal group meetings and formal
presentations.

     9. Review PRTU's transfer sheets to identify holdings and identify regional
and institutional strengths.
<PAGE>
     10.  Establish a mailing list for PRTU,  maintain and update the list. This
mailing  list shall be  utilized  by PRTU at any time  during the length of this
contract  and shall  remain the sole  property  of PRTU.  Any names  provided to
DeMonte Associates by PRTU will be supplied with status on an ongoing basis.

     11.  Work with PRTU as  corporate  communications  advisor  and  additional
shareholder   relations  liaison  throughout  crises,  as  they  arise  and  are
rectified.

     12. Provide trade show support and, if required, make arrangements for show
and provide booth support.

     In  addition  to the above,  DeMonte  Associates  will  provide its mailing
address, a separtate phone line, use of its central fax number, and office space
from time to time at no additional  cost as long as this agreement is in effect.
In the event this agreement is terminated, Pretory agrees to negotiate for these
services at the then commercially acceptable rates.

Payment Requirement

     Invoices  will  include  all  out-of-pocket  expenses  incurred  by DeMonte
Associates  on behalf of PRTU for that  month,  plus the monthly fee payable and
due one month in advance,  provided that DeMonte  Associates shall not incur any
expense on behalf of PRTU in any amount  exceeding  $200.00  unless  approved in
writing by PRTU in advance.  Business  Wire expenses will be direct billed PRTU.
Termination of this agreement  shall not relieve PRTU to pay all amounts accrued
prior to such  termination and shall not limit DeMonte  Associates from pursuing
other remedies which may be available to it.

     In the event of any  dispute,  the  parties  must  resort  to the  American
Association of Arbitration in New York City.  Either party may make application.
This  Association  shall  have  power to decide  who shall pay  costs,  fees and
disbursements, in addition to making an award.
<PAGE>
Term

     This  agreement  shall  commence upon  execution of this document and shall
continue in force for a period of twelve months.

Out-of-Pocket Expenses

     1. PRTU  shall  reimburse  DeMonte  Associates  as to any and all  expenses
incurred and expenditures  made on behalf of PRTU. These expenses  include,  but
are not limited to, the following:  travel and miscellaneous  expenses (postage,
photocopy, fax, federal express and messenger service).

     2. If, as an agent,  DeMonte  Associates  places paid media advertising (at
PRTU's discretion, media and production costs must be paid to DeMonte Associates
in advance.

     PRTU agrees to and hereby does  indemnify  DeMonte  Associates  against any
damages,  costs and expenses,  including reasonable attorney's fees, incurred in
defending  against any legal  action  arising  out of the  release of  materials
previously  cleared and approved by PRTU,  and hereby  expressly  holds  DeMonte
Associates harmless from any such damages, costs and expenses.

     PRTU  acknowledges  that it has read this  agreement  between the  parties,
which  supersedes all proposals or prior  agreements,  oral or written,  and all
other communications  between the parties relating to the subject matter of this
agreement.

     DeMonte  Associates  agrees to exercise due care to prevent  disclosure  of
PRTU's  proprietary  information to any third party,  authorization for further,
internal dissemination within DeMonte Associates shall be limited to those whose
duties justify their need to know such  information,  and then only with a clear
understanding   that  these  employees  of  their  obligation  to  maintain  the
proprietary status of such information.

     This  Agreement  may be  terminated  by either  party upon 30 days  written
notice.


  By:_______________________________           Date:________________
      Pretory USA, Inc.



  By:________________________________          Date:_________________
      DeMonte Associates