EXHIBIT 10.10

                             [BIONEUTRAL LETTERHEAD]

February 3, 2004

SEARCHHELP, INC.
1055 Stewart Avenue, Suite 12
Bethpage, New York 11714

Dear Mr. Bozsnyak.

         We   understand   that  you  are  entering   into  an  agreement   with
Environmental  Commercial  Technology Corp ("ETS"),  whereby you would acquire a
participation  interest in certain ETS's revenues potentially arising from sales
by ETS of the proprietary formulation known as HTPA. You have provided us with a
copy of the foregoing Participation Agreement.

This will confirm to you the following:

1.     ETS's  rights to HTPA are set forth in an  AGREEMENT  TO SUPPLY AND ALLOW
DISTRIBUTION OF PRODUCT dated February 3, 2004 (the "LDA").

2.     Bioneutral  Laboratories  Corporation USA  ("Bioneutral")  represents and
warrants that it has  sufficient  rights and authority to enter into the LDA and
this  letter  agreement  and to  fulfill  its  obligations  under  each of them.
Bioneutral consents to ETS' entry into the Participation Agreement. Furthermore,
Bioneutral  undertakes and agrees to notify you of any amendment or modification
of its exclusive license with Bioneutral  Laboratories  Corporation  (Worldwide)
Limited,  a New Zealand  corporation,  pursuant to which  Bioneutral was granted
certain rights with respect to HTPA, if such amendment or  modification  affects
the LDA.

3.     As of the date hereof the LDA  remains in force and ETS is not  currently
in breach thereof.

4.     In the event (a) that the LDA were to be terminated for any reason during
the term of your  Participation  Agreement,  and (b) you are not at such time in
material violation of the Participation  Agreement,  then Bioneutral agrees that
it will grant you a participation interest (on terms substantially  identical to
the terms of the  Participation  Agreement) such that you shall receive the same
economic benefits that you are then receiving under the Participation Agreement.
Nothing  herein is intended to or shall have the effect of affording you greater
rights or revenues than you are  otherwise  entitled to from ETS pursuant to the
terms of the Participation Agreement. Bioneutral is entering into this agreement
solely  as an  accommodation  and not as a  guarantor,  surety  or agent of ETS.
Without  limitation of the foregoing,  you  acknowledge  that  Bioneutral is not
liable or responsible for any debts, promises, actions or obligations of ETS.

5.     In  consideration  for the  foregoing,  you  hereby  agree  to  issue  to
Bioneutral:

       (a)    1,725,000   presently   unregistered   shares  (the  "Shares")  of
SearchHelp common stock, par value $.0001 ("Common Stock"), and

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       (b)    a warrant (the "Bioneutral Warrant"),  in the form attached hereto
as Exhibit A, to purchase 1,725,000 presently  unregistered shares (the "Warrant
Shares") of SearchHelp  Common Stock, at an exercise price of $.33 per share (or
such exercise price as may result as a consequence of any adjustment  thereto as
set forth herein or in the  Bioneutral  Warrant) (the  "Exercise  Price"),.  The
right to purchase the  presently  unregistered  Warrant  Shares  pursuant to the
Bioneutral  Warrant will vest  immediately  and be exercisable  through June 30,
2010. The Bioneutral  Warrant will not be registered under the Securities Act of
1933, as amended (the "Securities Act").

6.     REGISTRATION. On or before June 30, 2004, you will cause
       ------------

             (i)    the presently  unregistered  Shares referred to in paragraph
      5(a) above; and

             (ii)   the  presently  unregistered  Warrant  Shares that are being
      conveyed by you to Bioneutral pursuant paragraph 5(b) above; and

             (iii)  all of  the  presently  unregistered  shares  of  SearchHelp
      Common  Stock which may be acquired  upon the  exercise of the ETS Warrant
      (as that term is defined in the Participation Agreement) and;

             (iv)   the  575,000  presently  unregistered  shares of  SearchHelp
      Common Stock which are being conveyed to ETS pursuant to the Participation
      Agreement  to  be  registered  under  the  Securities  Act  ("Registration
      Statement"). You covenant that you shall maintain the effectiveness of the
      foregoing  Registration  Statement  until (x) the closing bid price of the
      Common  Stock,  as reported by the  principal  market on which such Common
      Stock  trades,  has been  equal to or  exceeded  $1.00 on at least  ninety
      percent  (90%) of the trading  days  within any period of six  consecutive
      months,  or (y)  all of the  shares  registered  under  such  Registration
      Statement  have been sold,  whichever  is  earlier.  In the event that the
      Registration Statement does not become effective within the following time
      frames then the  Exercise  Price shall be  decreased  for the  unexercised
      portion of the Warrant Shares as follows:


--------------------------------------------------------------------------------
REGISTRATION STATEMENT NOT EFFECTIVE:                     EXERCISE PRICE
--------------------------------------------------------------------------------

On or before September 1, 2004                                   $.32
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On or before October 1, 2004                                     $.31
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On or before November 1, 2004                                    $.30
--------------------------------------------------------------------------------

On or before December 1, 2004                                    $.28
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On or before January 1, 2005                                     $.27
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On or before February 1, 2005                                    $.23
--------------------------------------------------------------------------------

On or before March 1, 2005                                       $.21
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On or before April 1, 2005                                       $.19
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On or before May 1, 2005                                         $.17
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On or before June 1, 2005                                        $.15
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On or before July 1, 2005                                        $.13
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On or before August 1, 2005                                      $.11
--------------------------------------------------------------------------------

On or before September 1, 2005                                   $.09
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On or before October 1, 2005                                     $.07
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On or before November 1, 2005                                    $.05
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On or before December 1, 2005                                    $.03
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On or before January 1, 2006                                     $.01
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       In the event that the  effectiveness  of the  Registration  Statement  is
delayed in order to respond to a comment letter from the Securities and Exchange
Commission (the "SEC") containing substantive comments relating solely to ETS or
Bioneutral,  Bioneutral  shall  cooperate  with  you in the  preparation  of the
response  and the  lowering  of the  Exercise  Price as set forth above shall be
delayed for the period from the receipt of such comment  letter by you until all
of such comments have been resolved to the satisfaction of the SEC.

       In the event that the Participation  Agreement is terminated  pursuant to
Section 6A thereof or this Agreement is terminated  pursuant to Section 7 below,
the foregoing  registration  rights  provisions shall be of no further force and
effect;  provided  that the  Exercise  Price for the shares that may be acquired
pursuant to the Bioneutral  Warrant shall remain fixed at the price in effect at
the time of such termination, as determined by the schedule set forth above.

       In the  event  that the  Participation  Agreement  is  terminated  by ETS
pursuant to Section 3.2 thereof,  Bioneutral  shall return 862,500 Shares or, to
the extent that 862,500 Shares are not then in Bioneutral's possession,  fifteen
cents ($0.15) for each such Share that is no longer in Bioneutral's possession.

6A.    In the event that the Participation  Agreement is terminated  pursuant to
Section 6A thereof,  this Agreement  shall also  terminate and Bioneutral  shall
promptly  return to SearchHelp  any Shares  received by  Bioneutral  pursuant to
Section  5(a)  above that  remain in  Bioneutral's  possession  and shall pay to
SearchHelp  fifteen  cents  ($0.15)  for each  such  Share  that is no longer in
Bioneutral's possession.

7.     In addition to the lowering of the Exercise Price as set forth above,  in
the event the  Registration  Statement  shall not become  effective on or before

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January 1, 2005,  Bioneutral may at any time thereafter terminate this Agreement
and within ten (10) days of such termination,  return the Bioneutral  Warrant to
you.

8.     The expiration of the Bioneutral Warrant shall  automatically be extended
such that it shall not expire  until six years after the  effective  date of the
Registration Statement;  provided that such expiration shall be further extended
for an  additional  number of days equal to the actual  number of days,  if any,
after  such  effective  date,  that  Bioneutral  is not  permitted  to sell such
registered  securities  under  the  Registration   Statement  (or  a  subsequent
Registration Statement filed in replacement thereof) for any reason.

9.     As an  inducement  to  Bioneutral  to enter  into this  Agreement  and to
consummate  the  transactions  contemplated  hereby,  SearchHelp  represents and
warrants to Bioneutral that each of the following statements is true on the date
of this Agreement and at the Closing under the Participation Agreement.

       (a)      ORGANIZATION, POWER, AUTHORITY AND GOOD STANDING.
                ------------------------------------------------

                    (i)  SearchHelp is a corporation  duly organized and validly
               existing and in good standing under the laws of its  jurisdiction
               of  organization  and  has  all  requisite  power  and  authority
               (corporate  and  otherwise) to own,  lease and operate its assets
               and  properties  and  to  carry  on  its  business  as  presently
               conducted.

                    (ii)  SearchHelp  is duly  qualified and in good standing to
               transact business as a foreign person wherever the conduct of its
               business requires.

       (b)      AUTHORIZATION, EXECUTION AND ENFORCEABILITY.  SearchHelp has all
                -------------------------------------------
requisite  power and authority to execute,  deliver and perform its  obligations
under this Agreement and all other agreements, documents and instruments related
to any of the transactions  contemplated by this Agreement and to consummate the
transactions  contemplated  hereby and thereby.  The  execution  and delivery by
SearchHelp of this  Agreement and all such documents to which it is or will be a
party, and the performance by SearchHelp of its respective obligations hereunder
and thereunder have been duly and validly  authorized by all requisite action on
the part of  SearchHelp,  and this  Agreement  and each other  document to which
SearchHelp is or will be a party has been,  or upon the  execution  thereof will
be, duly and validly executed and delivered by SearchHelp,  and constitutes,  or
upon its execution and delivery will constitute,  a valid and binding obligation
of  SearchHelp,  enforceable  against  SearchHelp in  accordance  with its terms
subject to applicable  bankruptcy,  insolvency,  reorganization,  moratorium and
other laws affecting the  enforceability  of creditors'  rights generally and to
general equity principles.

       (c)      ISSUANCE.  The  issuance of the Shares has been duly and validly
                --------
authorized by all necessary  corporate and  shareholder  action and, when issued
and paid for pursuant to this Agreement,  will be validly issued, fully paid and
non-assessable shares of Common Stock of SearchHelp. The issuance of the Warrant
Shares has been duly and  validly  authorized  by all  necessary  corporate  and
shareholder  action and,  when issued and paid for  pursuant to the terms of the
Bioneutral  Warrants,  will be validly  issued,  fully  paid and  non-assessable
shares of Common Stock of SearchHelp.

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       (d)      CONSENTS.  All consents and approvals required to be obtained or
                --------
provided  by  SearchHelp  in  connection   with  the  execution,   delivery  and
performance  by SearchHelp of this Agreement have been obtained and delivered to
Bioneutral.

       (e)      NO UNTRUE  STATEMENTS.  No statement by SearchHelp  contained in
                ---------------------
this Agreement or in SearchHelp's  periodic  reports filed with the SEC contains
any  untrue  statement  of a  material  fact,  or omits or will  omit to state a
material fact  necessary in order to make the statements  therein  contained not
misleading.

       (f)      NO OTHER  REPRESENTATIONS.  SearchHelp  makes no  representation
                -------------------------
about its company,  business or stock price, except for statements  contained in
its filings with the SEC.

10.    As an  inducement  to  SearchHelp  to enter  into this  Agreement  and to
consummate  the  transactions  contemplated  hereby,  Bioneutral  represents and
warrants to SearchHelp that each of the following statements is true on the date
of this Agreement:

       (a)      ORGANIZATION, POWER, AUTHORITY AND GOOD STANDING.
                ------------------------------------------------

                    (i)  Bioneutral is a corporation  duly organized and validly
               existing and in good standing under the laws of its  jurisdiction
               of  organization  and  has  all  requisite  power  and  authority
               (corporate  and  otherwise) to own,  lease and operate its assets
               and  properties  and  to  carry  on  its  business  as  presently
               conducted.

                    (ii)  Bioneutral  is duly  qualified and in good standing to
               transact business as a foreign person wherever the conduct of its
               business requires.

       (b)      AUTHORIZATION, EXECUTION AND ENFORCEABILITY.  Bioneutral has all
                -------------------------------------------
requisite  power and authority to execute,  deliver and perform its  obligations
under this Agreement and all other agreements, documents and instruments related
to any of the transactions  contemplated by this Agreement and to consummate the
transactions  contemplated  hereby and thereby.  The  execution  and delivery by
Bioneutral of this  Agreement and all such documents to which it is or will be a
party, and the performance by Bioneutral of its respective obligations hereunder
and thereunder have been duly and validly  authorized by all requisite action on
the part of  Bioneutral,  and this  Agreement  and each other  document to which
Bioneutral is or will be a party has been,  or upon the  execution  thereof will
be, duly and validly executed and delivered by Bioneutral,  and constitutes,  or
upon its execution and delivery will constitute,  a valid and binding obligation
of  Bioneutral,  enforceable  against  Bioneutral in  accordance  with its terms
subject to applicable  bankruptcy,  insolvency,  reorganization,  moratorium and
other laws affecting the  enforceability  of creditors'  rights generally and to
general equity principles.

       (c)      CONSENTS.  All consents and approvals required to be obtained or
                --------
provided  by  Bioneutral  in  connection   with  the  execution,   delivery  and
performance  by Bioneutral of this Agreement have been obtained and delivered to
SearchHelp.

       (d)      NO OTHER REPRESENTATIONS.  Except as expressly set forth herein,
                ------------------------
Bioneutral  has made no other  representation  about  HTPA,  its  company or its
business.

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       (e)      NO UNTRUE  STATEMENTS.  No statement by Bioneutral  contained in
                ---------------------
this  Agreement  contains any untrue  statement of a material  fact, or omits or
will omit to state a material  fact  necessary  in order to make the  statements
therein contained not misleading.

11.    SECURITIES MATTERS.
       ------------------

         (a)    Bioneutral  understands that the Shares,  the Warrant Shares and
the Bioneutral  Warrant have not been  registered  under the Securities  Act, or
under the securities laws of any U.S. state jurisdiction or other  jurisdiction,
by reason of a specified exception from the registration provisions thereunder.

         (b)    Bioneutral  acknowledges that the Shares, the Warrant Shares and
the  Bioneutral  Warrant  must be held  indefinitely  unless  and until they are
subsequently  registered  under the  Securities Act and under  applicable  state
securities laws or an exemption from such registration is available.

         (c)    Bioneutral  understands that all certificates for the Shares and
the Warrant Shares issued to them shall bear a legend in the  substantially  the
following form:

           "THE SHARES  REPRESENTED BY THIS  CERTIFICATE HAVE NOT BEEN
           REGISTERED  UNDER THE  SECURITIES  ACT OF 1933.  THE SHARES
           HAVE  BEEN  ACQUIRED  FOR   INVESTMENT  AND  MUST  BE  HELD
           INDEFINITELY UNLESS THEY ARE SUBSEQUENTLY  REGISTERED UNDER
           SAID ACT OR, IN THE OPINION OF COUNSEL TO THE  COMPANY,  AN
           EXEMPTION  FROM  REGISTRATION  UNDER SAID ACT IS AVAILABLE.
           ANY ROUTINE  SALES OF THE  SECURITIES  WHICH MAY BE MADE IN
           RELIANCE UPON RULE 144 UNDER SAID ACT, IF AVAILABLE, CAN BE
           MADE  ONLY  IN  ACCORDANCE   WITH  ALL  OF  THE  TERMS  AND
           CONDITIONS   OF   THAT   RULE.   THE   COMPANY   MAKES   NO
           REPRESENTATION THAT IT WILL MEET THE REPORTING REQUIREMENTS
           OR ANY OTHER REQUIREMENTS OF RULE 144."

         (d)    SearchHelp  has not  offered  or sold and will not offer or sell
any other securities in connection with this transaction  other than the Shares,
the  Warrant  Shares,  the shares of Common  Stock to be issued to ETS under the
Participation  Agreement (the "ETS Shares") and the shares of Common Stock to be
issued  pursuant  to the  exercise  of the warrant to be issued to ETS under the
Participation  Agreement  (the "ETS  Warrant  Shares").  The sale of the  Shares
hereunder  is, and the  issuance  of the  Warrant  Shares  upon  exercise of the
Bioneutral  Warrants will be, exempt from the  registration  requirements of the
Securities  Act.  Neither  SearchHelp,  nor any of its  Affiliates,  or,  to its
knowledge, any person or entity acting on its or their behalf has engaged in any
form of general  solicitation  or general  advertising  (within  the  meaning of
Regulation D under the Securities  Act) in connection  with the offer or sale of
the Shares,  ETS Shares,  the Warrant Shares or the ETS Warrant Shares.  Neither
SearchHelp,  nor any of its  Affiliates,  nor to its  knowledge,  any  person or
entity  acting on its or their  behalf  has,  directly or  indirectly,  made any
offers or sales of any  security  or  solicited  any offers to buy any  security
other than pursuant to this  Agreement and the  Participation  Agreement,  under

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circumstances  that would require  registration  under the Securities Act of the
Shares, ETS Shares, the Warrant Shares or the ETS Warrant Shares.

12.    MISCELLANEOUS

       (a)      NOTICES. All notices, requests or other communications hereunder
                -------
shall be in writing and shall be deemed to have been duly given if  delivered or
mailed  first  class  certified  mail  postage  prepaid  or sent  by  recognized
overnight  courier  addressed  as follows:  if to  SearchHelp,  at 1055  Stewart
Avenue, Suite 12, Bethpage, New York 11714, Attention:  William J. Bozsnyak. CEO
(with a copy to Tannenbaum Helpern Syracuse & Hirschtritt LLP, 900 Third Avenue,
New York, New York 10022, Attention: Ralph A. Siciliano, Esq.); if to Bioneutral
c/o Reed Smith LLP, 599 Lexington Avenue, New York, NY 10022, Attention: Herbert
F. Kozlov,  Esq.; or to such other address as may have been furnished in writing
to the party  giving the notice by the party to whom notice is to be given.  Any
such notice which is sent by certified mail shall be deemed given three (3) days
after  mailing  and any such notice sent by  overnight  courier  shall be deemed
given one (1) day after delivery to such courier.

       (b)      ENTIRE  AGREEMENT.  This Agreement embody the entire  agreements
                -----------------
among the parties and there have been and are no agreements,  representations or
warranties,  oral or  written  among the  parties  other than those set forth or
provided for in this  Agreement.  This Agreement may not be modified or changed,
in whole or in part,  except by a supplemental  agreement  signed by each of the
parties.

       (c)      RIGHTS UNDER THIS AGREEMENT; ASSIGNABILITY. This Agreement shall
                ------------------------------------------
bind and  inure to the  benefit  of the  parties  hereto  and  their  respective
successors and assigns.

       Either  party  shall have the right to assign  this  Agreement,  with the
prior  written  consent  of  the  other  party,   which  consent  shall  not  be
unreasonably  withheld,  conditioned  or delayed,  but each party  shall  remain
liable under this Agreement notwithstanding any such assignment.

       Nothing  contained  in this  Agreement  is  intended  to confer  upon any
person, other than the parties to this Agreement and their respective successors
and assigns, any rights, remedies, obligations or liabilities under or by reason
of this Agreement.

       (d)      GOVERNING LAW. This Agreement shall be governed by and construed
                -------------
in accordance with the internal laws of the State of New York.

       (e)      HEADINGS;  REFERENCES TO SECTIONS,  EXHIBITS AND SCHEDULES.  The
                ----------------------------------------------------------
headings of the Sections,  paragraphs  and  subparagraphs  of this Agreement are
solely for convenience and reference and shall not limit or otherwise affect the
meaning of any of the terms or  provisions  of this  Agreement.  The  references
herein to Sections,  Exhibits and Schedules,  unless  otherwise  indicated,  are
references to sections of and exhibits and schedules to this Agreement.

       (f)      COUNTERPARTS.  This  Agreement  may be executed in any number of
                ------------
counterparts,  each of which shall be an original, but which together constitute
one and the same instrument.

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       (g)      LEGAL FEES.  In the event either party brings a lawsuit  against
                ----------
the other party in connection with this Agreement,  the prevailing  party in the
lawsuit shall be entitled to recover legal fees and costs from the other party.

                                   Sincerely,

                                   Bioneutral Laboratories Corporation USA

                                   By:
                                       -----------------------------------
                                   Name:
                                         ---------------------------------
                                   Title:
                                          --------------------------------

Acknowledged and agreed:
SEARCHHELP, INC.



By:
   -----------------------------------------------------------
Name:  William Bozsnyak
Title: Chief Executive Officer,
       Chief Financial Officer,
       Vice President and Treasurer


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