EXHIBIT 10.10
**EXPORT TELEPHONESALES AGREEMENT**
This Agreement datedJanuary 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 Agreementis 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 canprovide.
***Section 1.1Definition of Parts’ 1 and 2***
1.1.aPart I shall refer to the territory and sales guidelines assigned to the CSPR Export Sales Department to be co-located withCortelco, Inc. in Corinth, MS. For Details see Attachment 1, Part 1.
1.1.bPart 2 shall refer to the territory and sales guidelines assigned to CSPR located in Caguas, Puerto Rico. For details see Attachment1, Part 2.
***Section 1.2Term***
This Agreement willhave a term of one year from the date of signature and automatically renew in twelve-month increments unless terminated in writingby mutual consent or non-compliance.
***Section 1.3    General Points ofAgreement***
1.3.a    Upon signing of this Agreement, CSPRwill assume the financial responsibility for all expenses related to the operation of the CSPR Export Sales Department located inCorinth, Mississippi. These expenses will include the salary and employment benefit costs for the individual assigned to thisdepartment. Also included in the monthly fee is a margin to CI and the direct business-related expenses incurred in the operation ofthis department. Expenses that may be included are business travel, trade show costs, telephone expenses, and the cost of salessamples and shipments there of. CI will provide a detailed invoice for these expenses on a monthly basis. CSPR Export SalesDepartment will have the responsibilities as defined in Part 1 of the Attachment.
1.3.b    CSPR will bear all of the costs associatedwith the expenses incurred for sales in the territory identified in Part 2.
1.3.c    CSPR will record the revenues that resultfrom the sales of both Part 1 and Part 2 territories. The sales margin that result from these sales will be in accordance with theguidelines stated in the respective sections of the Attachment.
1.3.d    This Agreement may be amended by writtenagreement signed by authorized representatives of each party.
1.3.e    Neither part may assign its rights or obligationsunder 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, PuertoRico have agreed to jointly pursue sales growth for both companies without duplicating or interfering with each othersefforts/activities. To accomplish this, CSPR, Puerto Rico and CSPR Export Sales, Corinth have specific territory assignments withinwhich 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- thefollowing 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 territorywill be purchased from Cortelco by CSPR.****CSPR Export Sales, Corinth, MS is responsible for all aspects related to thecustomer including order acknowledgement, invoicing, terms, collection and all customer communications. Upon collection, funds willbe 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 bythe President and CEO of Cortelco, Inc. and agreed upon by CSPR senior management.  CSPR Export Sales, Corinth will establishall pricing, terms and agreements.  CSPR Export Sales, Corinth is to be the sole contact (including documents of any type) forthe territory and all customers within.       3) Cortelco, Inc. Export Sales is responsible for **Canada, Europe, and Asia (Saudi Arabia, Iraq, etc.)**independent and separatefrom 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 directlyfrom Customers at 1703 Sawyer Rd, Corinth, MS.
CSPR Export SalesRepresentative, 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 Ricois to create an “internal only” order identifying the customer purchase order number then forward to CSPR ExportSales, Corinth only.  The customer purchase order number will allow both CSPR Export, Corinth and CSPR, Puerto Rico tocorrelate the sale.
-  CSPR, Puerto Ricois to create and send a product purchase order to CSPR Export Sales Representative, Corinth. This should also reference the customerpurchase order number noted above.
Note that boththese documents should be created at the same time and sent via email. Turnaround time for the above information from CSPR, PuertoRico 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 forthese actions. All documents whether internal at CSPR, Puerto Rico or at Corinth, are to reference the Customers Purchase OrderNumber.     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 customercontact 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 countriesnot 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 responsibilityand sole contact for the following territory:     1) CSPR, Puerto Rico is responsible for all sales, customer contact, administration, terms of sale, credit decisions and managementexclusively from Puerto Rico in the territory as defined in**Attachment A**. Corinth’s involvement with thisterritory 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 pricingprovided such price yields Cortelco, Corinth at least 10% gross margin.  Variation from this model requires Cortelco, Corinthsenior management approval.  CSPR, Puerto Rico is responsible for all freight, outbound FOB Corinth, MS. Warranty replacementor other customer/purchase order specific situation, if applicable, are to be considered in applying the 10% minimum gross margincriteria.     3) Drop shipment freight cost for shipments made directly from the manufacturing location (Asia) will be charged based on the freightcost difference between ocean freight to Corinth, MS and the freight cost related to the drop shipment.   Excess freight costwill 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, PuertoRico 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. tothe 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 bethe 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, bebased 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 pricemodel does not provide Cortelco, Corinth at least 12% standard margin points or if CSPR Export Sales must lower pricing to customerbelow 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 asreplacement spares at no charge to the end customer. Where this cost applies, it shall be considered in the 12% criteria (noted in3) above. This principle shall also apply to all other extraordinary cost that may be applicable to a specific customer or purchaseorder including special agent/representative fees/commissions where applicable.