EXHIBIT
        10.10

    

    

      Territorial
        Sub-Distributor Agreement

      


      This
        Agreement entered into as of the 14th
        day of
        December, 2005, between Power Quality Holdings, Inc. which, with its successors
        and assigns, is hereafter called PQH, having its principal place of business
        at
        318 N. Carson St. Suite 208 Carson City, NV 89701, and NUCON, Inc. having
        its
        principal place of business in the United States at 9811
        West
        Charleston, Suite 2-283, Las Vegas, Nevada 89117
        (hereafter called “Sub-Distributor”). 

      


      PQH
        and Sub-Distributor agree as follows: 

      


      
        	1.	
                Definitions

              


      

      
        	 	
                (a)

              	
                Products:
                  Environmental
                  Potentials (EP) brand products sold to NUCON by PQH as listed in
                  Attachment “A”.

              


      

      
        	 	
                (b)

              	
                Sales
                  Market & Territory:
                  The territory of the Russian Federation as listed in Attachment
                  “B”

              


      

      
        	 	
                (c)

              	
                Sales
                  Quota:
                  The periodic sales quota for products for the territory initially
                  set
                  forth in Attachment “C” and each subsequent sales quota of which PQH shall
                  notify Sub-Distributor and which Sub-Distributor either accepts
                  or does
                  not object to in writing within 30 days of PQH’s
                  notification.

              


      

      
        	 	
                (d)

              	
                Territorial
                  Sub-Distributor:
                  The Sub-Distributor for a specific territory in which all other
                  Sub-Distributors in that region receive technical support, sales
                  training,
                  and customer service.

              


      

      


      
        	2.	
                Appointment

              


      

      PQH
        hereby appoints Sub-Distributor and Sub-Distributor accepts appointment as
        PQH’s
        Territorial Sub-Distributor (hereafter called Sub-Distributor) for the resale
        of
        products to customers in the sales market located in the Territory of the
        Russian Federation and for the servicing of EP Accounts in the Territory
        of the
        Russian Federation.

      


      
        	3.	
                Sales

              


      

      Sub-Distributor
        agrees to promote the goodwill and name of EP and to do everything in its
        capacity to further the interest of EP. Sub-Distributor undertakes and agrees
        to
        purchase and sell to customers situated within the Territory (attachment
“B”),
        products having a total quantity (determined by the amount invoiced to
        Sub-Distributor by PQH) of Sub-Distributor’s Sales Quota (attachment “C”). In
        determining whether Sub-Distributor meets its sales quota, PQH shall review
        the
        net amount of products invoiced by PQH purchased by Sub-Distributor and sold
        by
        Sub-Distributor to customers located within the Territory. Sub-Distributor
        will
        not sell products to anyone other than a customer located within the Territory
        whose vertical market characteristics are within the sales market.

      



      
        
           

        

        
           

          
            

          

        

        
           

        

      


      
        	4.	
                Responsibilities
                  of Sub-Distributor

              


      

      
        	
              	(a)	
                Sub-Distributor
                  agrees to promote the goodwill and name of EP and PQH and do everything
                  in
                  its capacity to further the interest of EP and PQH.
                  

              


      

      
        	
              	(b)	
                Sub-Distributor
                  will provide sales support services as reasonably requested by
                  PQH to
                  sales leads provided by PQH. Services will be provided in a timely
                  and
                  workmanlike manner so as to promote the goodwill of PQH, sales
                  of the
                  Products, and to further the interest of PQH.


              


      

      
        	
              	(c)	
                Products
                  sold by Sub-Distributor will be invoiced for remittance prior to
                  shipping.
                  Upon receipt of invoice, it is Sub-Distributor’s responsibility to remit
                  20% of the cost of products FOB Utah EP warehouse and to identify
                  the
                  specific shipping date, and to adhere to the Net 30 Days terms
                  extended by
                  PQH from the date of shipment for the remaining and final payment.
                  

              


      

      
        	
              	(d)	
                Sub-Distributor
                  agrees to maintain product liability insurance, and shall provide
                  PQH with
                  current certificates of “Proof of Liability Insurance”.
                  

              


      

      
        	
              	(e)	
                Sub-Distributor
                  may appoint qualified agents to support its sales efforts in different
                  locations within its territory.

              


      

      
        	
              	(f)	
                Installation
                  of Products is the responsibility of Sub-Distributor in conjunction
                  with
                  their prospective end user client or Sub-Distributor’s agent. PQH will
                  give installation instructions to a certified, licensed resource
                  to
                  provide these services, but any interruption in end user or agent
                  process
                  is the sole liability to be determined in the proposal between
                  Sub-Distributor and end user or agent.


              


      

      
        	
              	(g)	
                Sub-Distributor
                  agrees to provide PQH with current copies of their resale tax certificate
                  and agrees to be responsible for all local and state & Federal sales
                  taxes. 

              


      

      
        	
              	(h)	
                Sub-Distributor
                  will compile a monthly forecast of sales opportunities containing
                  end user
                  contact information, critical business issue to be addressed with
                  Products
                  from PQH, description of phase in the sales process, estimated
                  project
                  value, timeframe to close, and percentage weight of opportunity
                  closure.
                  PQH will supply a template for this monthly update. Sub-Distributor
                  may
                  repurpose the format, but must include all of the components identified
                  above.

              


      

      
        	
              	(i)	
                Sub-Distributor
                  will provide PQH with a business plan for the first 24 months of
                  business
                  within 60 days hereinafter.

              


      

      



      
        
           

        

        
           

          
            

          

        

        
           

        

      


      
        	5.	
                Responsibilities
                  of PQH

              


      

      
        	
              	(a)	
                PQH
                  will provide Sub-Distributor with reasonable quantities of product
                  brochures, marketing tools, and website updates as required. Environmental
                  Potentials, Inc (hereafter called EP) produces all materials in
                  house, and
                  retains the rights on all logos, Intellectual Property, patents,
                  trademarks, and copyrights. Reproduction of this material is strictly
                  prohibited without the written consent of
                  EP.

              


      

      
        	
              	(b)	
                PQH
                  agrees to provide field training and sales assistance. This training
                  may
                  occur via conference call, training trips for Sub-Distributor
                  representatives to EP led training seminars in the United States
                  and/or
                  in-country (The Russian Federation) training by certified EP
                  representatives. 

              


      

      
        	
              	(c)	
                PQH
                  agrees to provide, maintain, and enforce a warranty from EP to
                  protect the
                  end user customers and prospects of Sub-Distributor.
                  

              


      

      


      
        	6.	
                General
                  Terms and Conditions

              


      

      


      
        	A)	
                Pricing

              


      

      Except
        as
        otherwise provided in published programs issued by EP, all prices for Products
        are F.O.B. the EP distribution facility as designated by EP. Sub-Distributor
        shall bear all costs, insurance premiums, freight, and all other charges
        and
        expenses incurred after EP has placed the Products in the custody of a carrier
        at the place of shipment to destination. See Attachment “A” for Product schedule
        and Pricing. All
        prices and discounts are subject to change upon 30 days notice of said price
        change.

      


      
        	(B)	
                Delivery,
                  Risk of Loss, and Inspection:


              


      

      
        	
              	(a)	
                PQH
                  shall not be liable in any respect for failure to ship or for delay
                  in
                  shipment of Products pursuant to accepted orders where such failure
                  or
                  delay has been due wholly or in part to shortage or curtailment
                  of
                  material, labor, transportation, or utility services, or to labor
                  or
                  production difficulty in EP’s plants or those of its suppliers, or to any
                  cause beyond EP’s control or without EP’s fault or negligence.
                  

              


      

      
        	
              	(b)	
                Title
                  to and risk of loss of the Products shall pass to Sub-Distributor
                  end user
                  upon EP placing such Products in the custody of a carrier for shipment
                  to
                  Sub-Distributor end user. 

              


      

      
        	
              	(c)	
                Within
                  ten (10) days following the date of receipt by the Sub-Distributor
                  end
                  user, end user shall inspect the Products and shall immediately
                  notify PQH
                  of any defects in the Products. Failure of Sub-Distributor or end
                  user to
                  notify PQH in writing of any defects in the Products within 10
                  days
                  following receipt shall be conclusive proof that the Products have
                  been
                  received without defects. 

              


      

      
        	
              	(d)	
                PQH
                  shall in no event have any responsibility for any damage caused
                  to the
                  Products during shipment. It shall be the sole responsibility of
                  the
                  Sub-Distributor or end user to file any appropriate claims for
                  reimbursement with the carrier.


              


      


      
        
           

        

        
           

          
            

          

        

        
           

        

      


      
        	7.	
                Warranties

              


      

      
        	
              	(a)	
                PQH
                  shall from time to time advise Sub-Distributor in writing of the
                  warranty
                  or warranties applicable to the Products. Sub-Distributor is expressly
                  prohibited from extending any warranty or warranties on behalf
                  of PQH or
                  EP to any person. 

              


      

      
        	
              	(b)	
                THERE
                  SHALL BE NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY
                  IMPLIED
                  WARRANTY OF MERCHANTABILITY OR FITNESS OR ANY OTHER OBLIGATION
                  ON THE PART
                  OF PQH or EP WITH RESPECT TO ANY OF THE PRODUCTS EXCEPT THE WARRANTY
                  OR
                  WARRANTIES EXTENDED PURSUANT TO THIS PARAGRAPH.
                  

              


      

      
        	
              	(c)	
                In
                  any event and not withstanding anything herein to the contrary,
                  PQH’s
                  liability under any warranties shall be discharged by repairing
                  or
                  replacing any part or parts which may prove defective under normal
                  and
                  proper use, within the effective period of the warranty, if shown
                  to be
                  defective by proper evidence submitted to EP. PQH shall have no
                  liability
                  whatsoever for any incidental or consequential damages.
                  

              


      

      
        	
              	(d)	
                It
                  is expressly agreed that any and all warranties and/or guarantees
                  as
                  stated shall immediately cease and terminate, notwithstanding anything
                  herein to the contrary, in the event that any parts and/or structural
                  components or appurtenances thereto are altered or modified without
                  the
                  express written consent of EP.

              


      

       

      
        	8.	
                Relationship
                  between Parties

              


      

      This
        agreement does not in any way create the relationship of principal and agent,
        or
        employer and employee between PQH and Sub-Distributor, and under no
        circumstances shall Sub-Distributor be considered to be the agent or employee
        of
        PQH. Sub-Distributor shall not act, or attempt to act, or represent itself
        directly or by implication, as agent or employee of PQH, or in any manner
        assure
        or create, or attempt to assume or create, any obligation on behalf of or
        in the
        name of PQH and will not make any representations, guarantees, or warranties
        on
        behalf of or in the name of PQH with respect to the Products. Sub-Distributor
        shall not use PQH or EP’s name, service mark, or trademark without PQH’s and
        EP’s written consent, except in connection with the sale of genuine EP Products.
        

      



      
        
           

        

        
           

          
            

          

        

        
           

        

      


      
        	9.	
                Duration
                  of Agreement

              


      

      The
        term
        of this Agreement shall be one year from the date hereof and may be renewed
        for
        additional one-year periods by each party hereto giving written notice of
        such
        intent to the other party. If after the expiration of the term hereof or
        any
        renewal period, the Agreement has not been renewed as above provided, then
        the
        Agreement shall continue in effect, except that it shall be terminable by
        either
        party, with or without cause, upon 30 days written notice to the other
        party.

      


      
        	10.	
                Termination

              


      

      PQH
        may
        terminate this agreement by giving Sub-Distributor written notice, effective
        60
        days after delivery of written notice for any reason. In the event a termination
        notice is issued to the Sub-Distributor, PQH will not accept purchase orders
        for
        any new business that was not listed on the Sub-Distributor’s previously
        submitted pipeline report. The Sub-Distributor or end user will receive shipment
        of equipment for any deal closed where the account was listed and discussed
        with
        PQH on previous pipeline report submittal for a period of 60 days after delivery
        of written notice of termination. Following the 60 day period after the
        termination notice is issued, PQH reserves the right to extend this time
        frame
        if necessary. 

      


      
        	11.	
                EP
                  Certified Training Provider
                  Qualification

              


      

      Sub-Distributor
        agrees to qualify as an EP Certified Training Center and will abide by the
        terms
        substantially as set out in Attachment “D” to this agreement.

      


      


      
        	12.	
                Governing
                  Law and Arbitration

              


      

      The
        laws
        of the State of Nevada hereunder, shall in respects govern this agreement
        and
        performance. Any controversy or claim arising out of or relating to this
        Agreement or a breach thereof, shall be settled by arbitration in Carson
        City,
        Nevada, in accordance with the rules of the American Arbitration Association,
        and judgment upon the award rendered by the Arbitrator(s) may be entered
        in any
        court having jurisdiction hereof. 

      


      
        	13.	
                Entire
                  Agreement

              


      

      This
        agreement supersedes and cancels any and all prior agreements between the
        parties hereto, express or implied, with respect to the purchase and sale
        of any
        of the Products. This Agreement sets forth the entire agreement between the
        parties hereto; it may not be changed, altered, or amended except in writing
        signed by both parties hereto. 

      



      
        
           

        

        
           

          
            

          

        

        
           

        

      


      
        	14.	
                Acceptance

              


      

      Both
        parties have executed this Agreement and initialed the appendices of this
        Agreement, the day and year first written above and said date shall be deemed
        the effective date of this Agreement. 

      


      In
        witness whereof Power Quality Holdings, Inc., has made this Agreement and
        affixed its Corporate Seal hereto in the presence of its duly authorized
        officer
        in that behalf on the 16th day of November, 2005.

       

      


      
        	Power
                Quality Holdings, Inc.	
                (affix
                  corporate seal here)

              


      

      


       

      /s/
        Darin
        Nellis

        
          

        

      

      Darin
        Nellis

      President,
        Managing Director

      Power
        Quality Holdings, Inc.

      Federal
        ID Number: 41-2188117

      


      


      
        	NUCON,
                Inc.	
                (affix
                  corporate seal here)

              


      

      


       

      /s/
        Alexander Stepanenko

        
          

        

      

      Alexander
        Stepanenko 

      Chief
        Operating Officer

      NUCON,
        Inc.

      Federal
        ID Number: 32-0151383

      


      


      /s/
        Peter
        Goerke

        
          

        

      

      Peter
        Goerke

      Secretary

      NUCON,
        Inc.

      Federal
        ID Number: 32-0151383

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

       

      Attachment
        “A” 

      Products
        schedule and Pricing

      
        	 	 	
                a.
                  EP-2500 $1,280.00 

              


      

      
        	 	 	
                b.
                  EP-2000 $840.00 

              


      

      
        	 	 	
                c.
                  EP-2050 $ Price not available at this
                  time.

              


      

      
        	 	 	
                d.
                  EP-2550 $ Price
                  not available at this time.


              


      

      
        	 	 	
                e.
                  EP-2700-A $750.00 (300VAC or below and single phase)
                  

              


      

      
        	 	 	
                f.
                  EP-2700-B $850.00 (300VAC or below and three phase)
                  

              


      

      
        	 	 	
                g.
                  EP-2700-C $950.00 (300VAC to 600VAC single phase)
                  

              


      

      
        	 	 	
                h.
                  EP-2700-E $1,150.00 (300VAC to 600VAC three phase)
                  

              


      

      
        	 	 	
                i.
                  EP-2750 $350.00 (Ground
                  Filter)

              


      

      
        	 	 	
                j.
                  EP-2200 $ Price not available at this
                  time.

              


      

      
        	 	 	
                k.
                  EP-2225 $ Price not available at this
                  time.

              


      

      
        	 	 	
                l.
                  EP-2250 $ Price not available at this time.
                  

              


      

      
        	 	 	
                m.
                  EP-2275 $ Price not available at this
                  time.

              


      

      
        	 	 	
                n.
                  EP-2400 $ 850 

              


      

      
        	 	 	
                o.
                  EP-2450 $475

              


      

      
        	 	 	
                p.
                  EP-2300 $ Price not available at this time.
                  

              


      

      
        	 	 	
                q.
                  EP-2900 $ Price not available at this time.
                  

              


      

      
        	 	 	
                r.
                  EP-2100
                  $ Price not available at this time.
                  

              


      

      


      *Discount
        for Telephone, DSL, Cable, and Ethernet products is 10% at 50 units


      *Prices
        are good for first 50 units 

      *Orders
        in excess of 50 units (entire order, not product specific) receive 10% discount
        on gross order value 

      *No
        discount applies to EP-2500 product line 

      


      


      


      


      All
        prices are FOB Utah, USA in US currency

      Prices
        are subject to change upon 30 days notice of said price change.

      


      
        
          
             

          

          
             

            
              

            

          

          
             

          

        

      

       

      Attachment
        “B”

      


      Territory
        and Sales Market

      


      Residences,
        corporations, companies, and government agencies, comprising the territory
        of
        The Russian Federation, to include the Sales and Marketing Rights
        to:

      


      The
        Russian Federation and all of its provinces contained therein. This is the
        exclusive right to sell the EP products listed in Attachment “A” based on
        maintaining sales quotas listed in Attachment “C” in the Russian Federation.


       

      New
        products may be added as available by EP based on Sub-Distributor’s ability to
        sell new products.

       

      


      
        
          
             

          

          
             

            
              

            

          

          
             

          

        

      

       

      Attachment
        “C”

      


      Minimum
        Purchase Quotas

      


      EP-2000
        =
        1 unit

      EP-2500
        =
        1.5 unit

      EP-2700
        =
        .5 unit

      


      Monthly
        sales volume with increases based on 3-month sales cycles 

      


      The
        parties agree that PQH will ship 151 units to NuCon in December, 2005 and
        that
        NuCon shall sell said units and remit that portion of the proceeds there
        from to
        PQH pursuant to Attachment “A” hereto. Upon completion of the sales of said
        units the parties agree to negotiate, in good faith, a purchase quota for
        the
        remainder of 2006 which purchase quota shall not be less than the purchase
        quota
        established by EP with PQH.

      


      
        
          
             

          

          
             

            
              

            

          

          
             

          

        

      

       

      Attachment
        “D”

      EP
        Certified Training Provider Qualification

      


      


      This
        schedule sets forth the terms for becoming an EP Certified Training
        Provider.

       

      
        	
                1.

              	
                The
                  PQH Sub-Distributorship Agreement requires all Sub-Distributors
                  to qualify
                  as an EP Certified Training Provider. The Sub-Distributor must
                  qualify not
                  less than 3 individuals (hereafter referred to as Candidates) as
                  EP
                  Certified Trainers.

              


      

      


      
        	
                2.

              	
                Qualification
                  as an EP Certified Training Provider must be achieved within 6
                  months of
                  becoming a Sub-Distributor.

              


      

      


      
        	
                3.

              	
                To
                  qualify, each Candidate should attend training courses which will
                  take
                  place in Reno, NV at times to be
                  published.

              


      

      


      
        	
                4.

              	
                The
                  Manufacturer will provide the training for each Candidate. PQH
                  will pay
                  for the travel expenses of its Sub-Distributor’s
                  Candidates.

              


      

      


      
        	
                5.

              	
                PQH
                  will provide ongoing training support as required by Sub-Distributor.
                  

              


      

      


      
        	
                6.

              	
                Sub-Distributor
                  agrees that no training on the use of EP Products will occur in
                  the
                  Sub-Distributor’s territory except by an EP Certified
                  Trainer.

              


      

      


      
        	
                7.

              	
                EP
                  quality assurance procedures will include the following:
                  

              


      

      
        	 	 	 


        	 	
                ·

              	
                Evaluation
                  of workshop content and instructor
                  performance.

              


      

      
        	 	
                ·

              	
                Standard
                  EP workshop evaluation forms will be distributed and collected
                  at
                  workshops. The forms will be mailed to Environmental Potentials
                  Inc., 1802
                  N. Carson St., STE 212-2132, Carson City, NV 89701, together with
                  a list
                  of workshop participants and their contact
                  information.

              


      

      
        	 	
                ·

              	
                Telephone
                  surveys will be conducted by EP at random to collect information
                  regarding
                  effectiveness of learning materials used and trainer instructional
                  practices.

              


      

      
        	 	
                ·

              	
                Site
                  based visits may be made by EP Educational Staff on a regular basis
                  or
                  where concerns have been expressed by Sub-Distributors
                  .

              


      

      


      Sub-Distributor
        agrees that all curriculum materials are the property of EP and may not be
        reproduced without the written consent of EP. Sub-Distributor will be entitled
        to acquire curriculum material for resale to customers.