Exhibit
      10.19


    ASSET
      PURCHASE AGREEMENT

    


      This
      ASSET PURCHASE AGREEMENT (the “Agreement”) is made and entered into as of July
      10, 2006 (“Effective Date”), by and between Nucon-RF, Inc., a Nevada corporation
      (“Nucon” or the “Purchaser”), and Dr. Hans-Jurgen Engelmann (the “Seller”). The
      Purchaser and the Seller may be referred to herein collectively as the “Parties”
and individually as a “Party.”

    


     RECITALS

    


      WHEREAS,
      Seller
      has developed and solely owns two
      (2)
      composite radiation shielding materials known as FEECOM and BIECOM which
      collectively have a significant number of applications for many general
      shielding devices including syringe shields, glove boxes, electron accelerators,
      radon generators, in isotope production, or for temporary and permanent
      shielding applications, and can be moulded into various forms, such as bricks
      and plates, containers or plaster on fixed walls; 

    


    WHEREAS,
      NUCON is presently working in cooperation with Russian State enterprises for
      domestic and foreign projects in the nuclear sector; 

    


    WHEREAS,
      Seller desires to sell the Assets to Purchaser upon the terms and conditions
      set
      forth in this Agreement; and 

    


    WHEREAS,
      Purchaser desires to purchase the Assets from Seller upon the terms and subject
      to the conditions set forth in this Agreement.

      

    NOW,
      THEREFORE,
      in
      consideration of the premises and of the respective representations and
      warranties hereinafter set forth and the respective covenants and agreements
      contained herein and intending to be legally bound hereby, the parties hereto
      agree as follows:

    


    ARTICLE
      I.  PURCHASE
      AND SALE.

    


    1.1
       Agreement
      to Purchase and Sell Assets. Upon the terms and subject to the conditions set
      forth in this Agreement, at the Closing, Seller will sell, transfer, convey,
      assign and deliver to the Purchaser, and the Purchaser will purchase from the
      Seller, all right, title and interest of the Seller in and to all of the assets
      of the Purchaser as specifically detailed in Exhibit A hereto (collectively,
      the
“Assets”). 

    


    1.2
       Liabilities.

    


    (a)
       Purchaser
      shall not assume, and shall not be responsible for, any liabilities, debts
      or
      obligations of Seller of any kind or nature whatsoever. 

    


    1.3
       Purchase
      Price. The purchase price (the “Purchase Price”) to be paid by Purchaser for the
      Assets shall consist of the following: (i) the issuance of an option to purchase
      150,000 shares of common stock (“Option”) of Nucon-RF, Inc., at an exercise
      price of $0.75 per share, and exercisable for a period of ten (10) years. The
      Option shall be issued only upon finalization of the Purchaser’s stock option
      and incentive plan; (ii) a royalty, in the amount of 2.5% of revenues realized
      by the Company specifically from the sale and placement of FEECOM and/or BIECOM
      products to third parties at locations requiring radiation shielding
      technologies. 

    


    In
      addition, Seller shall be retained by the Purchaser as a Consultant on the
      terms
      outlined in Exhibit B hereto. 

    


    1.4
       Closing.
      The Closing is to occur on the Effective Date (the “Closing Date”). The Closing
      shall take place electronically.

    


    
      
         

      

      
         

        
          

        

      

      
        
          Exhibit
            10.19


      

    

    ARTICLE
      II.  REPRESENTATIONS
      AND WARRANTIES OF SELLER.

    


      2.1
       Corporate
      Status. Seller is an individual and has all legal power and authority necessary
      to execute and deliver this Agreement and perform the transactions contemplated
      hereby.

    


      2.2
       Actions.
      This Agreement has been duly and validly authorized, executed and delivered
      by
      Seller and constitutes the legal, valid and binding obligation of Seller,
      enforceable against Seller in accordance with and subject to its
      terms.

    


      2.3
       No
      Defaults. Neither the execution, delivery or performance by Seller of this
      Agreement nor the consummation by Seller of the transactions contemplated hereby
      is an event that, of itself or with the giving of notice or the passage of
      time
      or both, will:

    


       (a)
       Violate
      or conflict with or result in any breach of or any default under, result in
      any
      termination or modification of, or cause any acceleration of any obligation
      under, any contract, mortgage, indenture, agreement, lease or other instrument
      to which Seller is a party or by which he is bound, or by which it may be
      affected, or result in the creation of any lien or encumbrance upon any of
      Seller’s assets; or

    


       (c)
       Violate
      any judgment, decree, order, statute, rule or regulation applicable to
      Seller.

    


      2.4
       Approvals
      and Consents. No approvals or consents of any other persons or entities not
      a
      party to this Agreement are legally or contractually required to be obtained
      by
      Seller in connection with the consummation of the transactions contemplated
      by
      this Agreement. To Seller’s knowledge, no permit, license, consent, approval or
      authorization of, or filing with, any governmental regulatory authority or
      agency is required in connection with the execution, delivery and performance
      of
      this Agreement, or the consummation of the transactions contemplated hereby,
      except where its absence would not have a material adverse effect on the
      Assets.

    


      2.5
       Title
      to
      and Condition of Assets.

    


       (a)
       Seller
      has good, valid and marketable title to the Assets, free and clear of all liens,
      encumbrances and security interests of every kind or character.

        

      2.6
       Litigation.
      There are no suits, judgments, arbitrations, administrative charges or other
      legal proceedings, claims or governmental investigations pending against, or
      to
      Seller’s knowledge, threatened against Seller which will have a material adverse
      effect on the Assets after the Closing. There are no lawsuits, legal proceedings
      or investigations of any nature pending or, to Seller’s knowledge, threatened
      against or affecting the Assets which would materially impair Seller’s ability
      to carry out the transactions contemplated by this Agreement.

    


      2.7 No
      Broker
      or Finder. Seller has not employed or used the services of any broker or finder
      in connection with this transaction and Seller shall hold Purchaser completely
      free and harmless from the claims of any person claiming to have so acted on
      behalf of Seller.

    


    ARTICLE
      III. REPRESENTATIONS AND WARRANTIES OF PURCHASER.

    


      3.1
       Corporate
      Status. Purchaser is a corporation which is duly organized, validly existing,
      and in good standing. Purchaser is duly qualified to do business in each
      jurisdiction in which the character of and location of its assets or operations
      makes qualification to do business as a foreign corporation necessary. Purchaser
      has full corporate power to carry on its business as it is now being conducted
      and as proposed to be conducted and to own and operate its assets. Purchaser
      has
      full corporate power and authority to execute and deliver this Agreement and
      perform the transactions contemplated hereby.

    


    
      
         

      

      
        2

        
          

        

      

      
        
          Exhibit
            10.19

           

        

      

    

      3.2
       Corporate
      Actions. All corporate or other actions and proceedings necessary to be taken
      by
      or on the part of Purchaser in connection with the execution and delivery of
      this Agreement and the consummation of the transactions contemplated by this
      Agreement, including the obtaining of approval by the directors of Purchaser,
      have been duly and validly taken, and this Agreement has been duly and validly
      authorized, executed and delivered by Purchaser and constitutes the legal,
      valid
      and binding obligation of Purchaser, enforceable against Purchaser in accordance
      with and subject to its terms.

    


      3.3
       No
      Defaults. Neither the execution, delivery or performance by Purchaser of this
      Agreement nor the consummation by Purchaser of the transactions contemplated
      hereby is an event that, of itself or with the giving of notice or the passage
      of time or both, will:

    


       (a)
       Violate
      or conflict with the provisions of the Articles of Incorporation or Bylaws
      of
      Purchaser;

    


       (b)
       Violate
      or conflict with or result in any breach of or any default under, result in
      any
      termination or modification of, or cause any acceleration of any obligation
      under, any contract, mortgage, indenture, agreement, lease or other instrument
      to which Purchaser is a party to by which it is bound, or by which it may be
      affected, or result in the creation of any lien or encumbrance upon any of
      Purchaser’s assets, except for agreements, indentures and instruments related to
      the financing of the transactions contemplated by this Agreement;
      or

    


       (c)
       Violate
      any judgment, decree, order, statute, rule or regulation applicable to
      Purchaser.

    


      3.4
       Breach.
      Purchaser is not in violation or breach of any of the terms, conditions or
      provisions of its Articles of Incorporation, as amended, its Bylaws, as amended,
      or any indenture, mortgage or deed of trust or other contracts, lease,
      instrument, court order, judgment, arbitration award, or decree materially
      affecting the business of the Purchaser, to which Purchaser is a party or by
      which it is otherwise bound, where the effect thereof would have a material
      adverse effect on the Purchaser.

    


      3.5
       Approvals
      and Consents. All approvals and consents of entities not a party to this
      Agreement, legally and contractually required, have been obtained by Purchaser
      in connection with the execution and delivery of this Agreement and the
      consummation of the transactions contemplated by this Agreement.

    


      3.6
       Litigation.
      There are no lawsuits, judgments, arbitrations, administrative charges or other
      legal proceedings, claims or governmental investigations pending against, or
      to
      Purchaser’s knowledge, threatened against the Purchaser relating to or affecting
      the execution, delivery or performance of this Agreement or the ability of
      Purchaser to perform its obligations under this Agreement.

    


      3.7
       No
      Broker
      or Finder. Purchaser has not employed or used the services of any broker or
      finder in connection with this transaction and shall hold Seller completely
      free
      and harmless from the claims of any person claiming to have so acted on behalf
      of Purchaser.

    


     ARTICLE
      IV. COVENANTS OF SELLER. 

    


      4.1  Representations
      and Warranties. Seller shall give detailed written notice to Purchaser promptly
      upon learning of any fact which (i) would render untrue in any material respect
      any of Seller’s representations or warranties contained in this Agreement, or
      (ii) would cause Seller to fail to comply with its obligations hereunder in
      any
      material respect.

    


    
      
         

      

      
        3

        
          

        

      

      
        
          Exhibit
            10.19

           

        

      

    

      4.2
       Notice
      of
      Proceeding. Seller will promptly notify Purchaser in writing upon:

    


       (a)
       Becoming
      aware of any order or decree or any complaint praying for an order or decree
      restraining or enjoining the consummation of this Agreement or the transactions
      contemplated hereby; or

    


       (b)
       Receiving
      any notice from any governmental department, court, agency or commission of
      its
      intention (i) to institute an investigation into, or institute a suit or
      proceeding to restrain or enjoin, the consummation of this Agreement or such
      transactions, or (ii) to nullify or render ineffective this Agreement or such
      transactions if consummated.

    


      4.3
       Consummation
      of Agreement. Seller shall use his best efforts to fulfill and perform all
      conditions and obligations on his part to be fulfilled and performed under
      this
      Agreement, and cause the transactions contemplated by this Agreement to be
      fully
      consummated.

    


     ARTICLE
      V. COVENANTS OF PURCHASER.

    


      Purchaser
      covenants and agrees that from the date hereof until the completion of the
      Closing:

    


      5.1
       Representations
      and Warranties. Purchaser shall give detailed written notice to Seller promptly
      upon learning of any fact which (i) would render untrue in any material respect
      any of Purchaser’s representations or warranties contained in this, or (ii)
      would cause Purchaser to fail to comply with is obligations hereunder in any
      material respect.

    


      5.2
       Notice
      of
      Proceeding. Purchaser will promptly notify Seller in writing upon:

    


       (a)
       Becoming
      aware of any order or decree or any complaint praying for an order or decree
      restraining or enjoining the consummation of this Agreement or the transactions
      contemplated hereunder; or

    


       (b)
       Receiving
      any notice from any governmental department, court, agency or commission of
      its
      intention (i) to institute an investigation into, or institute a suit or
      proceeding to restrain or enjoin, the consummation of this Agreement or such
      transactions, or (ii) to nullify or render ineffective this Agreement or such
      transactions if consummated.

    


      5.3
       Consummation
      of Agreement. Purchaser shall fulfill and perform all conditions and obligations
      on its part to be fulfilled and performed under this Agreement, and cause the
      transactions contemplated by this Agreement to be fully carried
      out.

      

    ARTICLE
      VI. CONDITIONS TO THE OBLIGATIONS OF SELLER.

    


      The
      obligations of Seller under this Agreement are, at its option, subject to the
      fulfillment of the following conditions prior to or on the Closing
      Date:

    


      6.1
       Representations,
      Warranties and Covenants.

    


       (a)
       Each
      of
      the representations and warranties of Purchaser contained in this Agreement
      shall have been true and correct as of the Effective Date; and

    


       (b)
       Purchaser
      shall have performed and complied with each and every covenant and agreement
      required by this Agreement to be performed or complied with by it prior to
      or on
      the Closing Date.

    


    
      
         

      

      
        4

        
          

        

      

      
        
          Exhibit
            10.19

           

        

      

    

      6.2
       Deliveries.
      Purchaser shall have complied with each and every one of its obligations set
      forth in Section 8.

    


    ARTICLE
      VII. CONDITIONS TO THE OBLIGATIONS OF PURCHASER.

    


      The
      obligations of Purchaser under this Agreement are, at its option, subject to
      the
      fulfillment of the following conditions prior to or on the Closing
      Date:

    


      7.1
       Representations,
      Warranties and Covenants.

    


       (a)
       Each
      of
      the representations and warranties of Seller contained in this Agreement shall
      have been true and correct as of the Closing Date; and

    


       (b)
       Seller
      shall have performed and complied with each and every covenant and agreement
      required by this Agreement to be performed or complied with it prior to or
      on
      the Closing Date.

    


      7.2 Deliveries.
      Seller shall have complied with each and every one of its obligations set forth
      in Section 8.

    


    ARTICLE
      VIII. ITEMS TO BE DELIVERED AT THE CLOSING.

    


    8.1
       Deliveries
      by Seller. At the Closing, Seller shall deliver to Purchaser the following:
      

     

    (a) Such
      deeds, bills of sale, certificates of title, endorsements, assignments and
      other
      good and sufficient instruments of sale, conveyance and transfer and assignment
      in form and substance reasonably satisfactory to Purchaser sufficient to sell,
      convey, transfer and assign to Purchaser all right, title and interest of Seller
      in and to the Assets;

    


    (b)
       The
      Consulting Agreement, in the form attached hereto as Exhibit B, duly executed
      by
      Seller.

     

    8.2
       Deliveries
      by Purchaser. At the Closing, Purchaser shall deliver the
      following:

    


    (a)
       The
      Consulting Agreement, in the form attached hereto as Exhibit B, duly executed
      by
      an authorized representative.

    


    ARTICLE
      IX. POST-CLOSING MATTERS.

    


    9.1 Post-Closing
      Obligations of Purchaser.

    


    (a)
       Upon
      the
      effectiveness of the Purchaser’s stock option and incentive plan, Purchaser
      shall issue an option to purchase shares of common stock thereunder in the
      amount of 150,000 shares of common stock, exercisable for a period of ten (10)
      years at an exercise price of $0.75 per share.

    


    ARTICLE
      X. INDEMNIFICATION.

    


    10.1
       Indemnification
      by Seller. Seller shall indemnify, defend and hold Purchaser harmless from
      and
      against any and all liabilities or obligations arising with respect to the
      Assets up to the Closing. Further, Seller shall indemnify, defend and hold
      harmless Purchaser from and against any and all claims, demands, losses, costs,
      expenses, obligations, liabilities, damages, recoveries, and deficiencies,
      including reasonable attorney’s fees and costs (collectively, “Losses”) that
      Purchaser may incur or suffer, which arise, result from, or relate to: (i)
      any
      inaccuracy of Seller’s representations and warranties contained in this
      Agreement or in any agreement, instrument or document entered into pursuant
      hereto or in connection with the Closing, or (ii) any breach of or failure
      by
      Seller to perform any of its covenants or agreements contained in this Agreement
      or in any agreement, instrument or document pursuant hereto or in connection
      with the Closing. Seller shall not have any liability under this Section 10.1
      unless Purchaser gives written notice to Seller asserting a claim for losses,
      including reasonably detailed facts and circumstances pertaining thereto, before
      the expiration of two (2) years from the Closing Date.

    


    
      
         

      

      
        5

        
          

        

      

      
        
          Exhibit
            10.19


      

    

    10.2
       Indemnification
      by Purchaser. Purchaser shall indemnify, defend and hold Seller harmless from
      and against any and all liabilities or obligations arising with respect to
      the
      Assets, excepting claims asserted after the Closing Date that relate to actions
      taken by Seller prior to the Closing Date. Further, Purchaser shall indemnify,
      defend and hold harmless Seller from and against any and all losses that Seller
      may incur or suffer, which arise, result from or relate to: (i) any inaccuracy
      of Purchaser’s representations and warranties contained in this Agreement or in
      any agreement, instrument or document pursuant hereto or in connection with
      the
      Closing, or (ii) any breach of or failure by Purchaser to perform any of its
      covenants or agreements contained in this Agreement or in any agreement,
      instrument or document pursuant hereto or in connection with the Closing.
      Purchaser shall not have any liability under this Section 10.2 unless Seller
      gives written notice to Purchaser asserting a claim for such losses, including
      reasonably detailed facts and circumstances pertaining thereto, before the
      expiration of two (2) years from the Closing Date.

    


    10.3
       Defense
      of Third Party Actions.

    


    (a)
       Promptly
      after receipt of notice of any written assertion of a claim, or the commencement
      of any action, suit, or proceeding, by a third party against a party to this
      Agreement (“Third Party Action”), the party in receipt of such notice who
      believes that it is entitled to indemnification under this Article X (the
“Indemnified Party”) shall give notice to the other party hereto (the
“Indemnifying Party”) of such action. The failure of the Indemnified Party to
      give such notice to the Indemnifying Party will not relieve the Indemnifying
      Party of any liability hereunder unless it was prejudiced thereby, nor will
      it
      relieve it of any Liability which it may have other than under this Article
      X.

     

    (b)
       Upon
      receipt of a notice of a Third Party Action, the Indemnifying Party shall have
      the right, at its option and at its own expense, to participate in and be
      present at the defense of such Third Party Action, but not to control the
      defense, negotiation or settlement thereof, which control shall remain with
      the
      Indemnified Party, unless the Indemnifying Party makes the election provided
      in
      paragraph (c) below.

     

    (c)
       By
      written notice within 20 days after receipt of a notice of a Third Party Action,
      an Indemnifying Party may elect to assume control of the defense, negotiation
      and settlement thereof, with counsel reasonably satisfactory to the Indemnified
      Party; provided, however, that the Indemnifying Party agrees (a) to promptly
      indemnify the Indemnified Party for its expenses to date, and (b) to hold the
      Indemnified Party harmless from and against any and all losses caused by or
      arising out of any settlement of the Third Party Action approved by the
      Indemnifying Party or any judgment in connection with that Third Party Action.
      The Indemnifying Party shall not in the defense of the Third Party Action enter
      into any settlement that does not include as a term thereof the giving by the
      third party claimant of an unconditional release of the Indemnified Party,
      or
      consent to entry of any judgment except with the consent of the Indemnified
      Party.

     

    (d)
       Upon
      assumption of control of the defense of a Third Party Action under paragraph
      (iii) above, the Indemnifying Party will not be liable to the Indemnified Party
      hereunder for any legal or other expenses subsequently incurred in connection
      with the defense of the Third Party Action, other than reasonable expenses
      of
      investigation.

    


    
      
         

      

      
        6

        
          

        

      

      
        
          Exhibit
            10.19

           

        

      

    

    (e)
       If
      the
      Indemnifying Party does not elect to control the defense of a Third Party Action
      under paragraph (c), the Indemnifying Party shall promptly reimburse the
      Indemnified Party for expenses incurred by the Indemnified Party in connection
      with defense of such Third Party Action, as and when the same shall be incurred
      by the Indemnified Party.

     

    (f)
       Any
      party
      who has not assumed control of the defense of any Third Party Action shall
      have
      the duty to cooperate with the party that assumed such defense.

    


    10.4
       Miscellaneous.

    


    (a)
       Either
      party hereto shall be entitled to indemnification hereunder unless the matter
      giving rise to the applicable liability, payment, obligation or expense was
      clearly disclosed in writing to the Indemnified Party prior to the Closing
      Date.

     

    (b)
       If
      any
      Loss is recoverable under more than one provision hereof, the Indemnified Party
      shall be entitled to assert a claim for such Loss until the expiration of the
      longest period of time within which to assert a claim for Loss under any of
      the
      provisions that are applicable.

       

    ARTICLE
      XI. MISCELLANEOUS.

    


    11.1
       Expenses.
      Each Party hereto shall bear all of its expenses incurred in connection with
      the
      transactions contemplated by this Agreement, including without limitation,
      accounting and legal fees incurred in connection herewith.

    


    11.2
       Non-Assignable
      Contracts. Nothing contained in this Agreement shall be construed as an
      assignment or an attempted assignment of any contract that is by law
      non-assignable without the consent of the other party or parties thereto, unless
      such consent shall be given.

    


    ARTICLE
      XII. DISPUTE RESOLUTION.

    


    12.1
       Direct
      Discussion. In the event of any dispute, claim, question, or disagreement
      arising out of or relating to this Agreement (a “Dispute”), the Parties involved
      in such Dispute shall use their best efforts to settle such Dispute. To this
      effect, management of the Parties involved shall consult and negotiate with
      each
      other in good faith to attempt to reach a just and equitable solution
      satisfactory to both parties.

    


    12.2
       Mediation.
      In the event that the Dispute cannot be settled through direct discussion within
      a period of thirty (30) days (except as the parties may otherwise agree), the
      Parties to the Dispute shall endeavor to settle the Dispute in an amicable
      manner by mediation under the Commercial Mediation Rules of the American
      Arbitration Association.

    


    12.3
       Arbitration.
      In the event that the Dispute cannot be settled through mediation under Section
      12.2 above, the Dispute shall be submitted to binding arbitration in accordance
      with the Commercial Arbitration Rules of the American Arbitration Association,
      and the procedures set forth below. In the event of any inconsistency between
      the Rules of the American Arbitration Association and the procedures set forth
      below, the procedures set forth below shall control. Judgment upon the award
      rendered by the arbitrators may be enforced in any court having jurisdiction
      thereof.

    


    (a)
       Location.
      The arbitration shall be held at a mutually agreeable location in the United
      States of America.

     

    
      
         

      

      
        7

        
          

        

      

      
        
          Exhibit
            10.19


      

    

    (b)
       Selection
      of Arbitrators. The arbitration shall be conducted by a panel of three neutral
      arbitrators who are independent and disinterested with respect to the Parties,
      this Agreement, and the outcome of the arbitration. Each Party shall appoint
      one
      neutral arbitrator, and these two arbitrators so selected by the Parties shall
      then select the third arbitrator. If one Party has given written notice to
      the
      other Party as to the identity of the arbitrator appointed by the Party, and
      the
      Party thereafter makes a written demand on the other Party to appoint its
      designated arbitrator within the next thirty days, and the other Party fails
      to
      appoint its designated arbitrator within thirty-one days after receiving said
      written demand, then the arbitrator who has already been designated shall
      appoint the other two arbitrators.

     

    (c)
       Discovery.
      Unless the Parties mutually agree in writing to some additional and specific
      pre-hearing discovery, the only pre-hearing discovery shall be (a) reasonably
      limited production of relevant and non-privileged documents, and (b) the
      identification of witnesses to be called at the hearing, which identification
      shall give the witness’s name, general qualifications and position, and a brief
      statement as to the general scope of the testimony to be given by the witness.
      The arbitrators shall decide any disputes and shall control the process
      concerning these pre-hearing discovery matters. Pursuant to the Rules of the
      American Arbitration Association, the parties may request the arbitrator or
      other person authorized by law to subpoena witnesses and documents for
      presentation at the hearing.

     

    (d)
       Case
      Management. Prompt resolution of any dispute is important to the Parties; and
      the Parties hereto agree that the arbitration of any dispute shall be conducted
      expeditiously. The arbitrators are instructed and directed to assume case
      management initiative and control over the arbitration process (including
      scheduling of events, pre-hearing discovery and activities, and the conduct
      of
      the hearing), in order to complete the arbitration as expeditiously as is
      reasonably practical for obtaining a just resolution of the
      Dispute.

     

    (e)
       Legal
      Representation. Counsel to the Parties in connection with the negotiation of
      and
      consummation of the transactions under this Agreement shall be entitled to
      represent their respective party in any and all proceedings under this Section
      12.3 or in any other proceeding. Seller and Purchaser, respectively, waive
      the
      right and agree they shall not seek to disqualify any such counsel in any such
      proceeding for any reason, including but not limited to the fact such counsel
      or
      any member thereof may be a witness in any such proceeding or possess or have
      learned of information of a confidential or financial nature of the party whose
      interest are adverse to the party represented by such counsel in any such
      proceeding.

     

    (f)
       Remedies.
      The arbitrators may grant any legal or equitable remedy or relief that the
      arbitrators deem just and equitable, to the same extent that remedies or relief
      could be granted by a state or federal court, provided however, that no punitive
      damages may be awarded. The decision of any two of the three arbitrators
      appointed shall be binding upon the parties.

     

    (g)
       Expenses.
      The expenses of the arbitration, including the arbitrators’ fees, expert witness
      fees, and attorney’s fees, may be awarded to the prevailing party, in the
      discretion of the arbitrators, or may be apportioned between the parties in
      any
      manner deemed appropriate by the arbitrators. Unless and until the arbitrators
      decide that one Party is to pay for all (or a share) of such expense, both
      Parties shall share equally in the payment of the arbitrators’ fees as and when
      billed by the arbitrators.

     

    (h)
       Confidentiality.
      Except as set forth below, the Parties shall keep confidential the fact of
      the
      arbitration, the dispute being arbitrated, the decision of the arbitrators,
      and
      any documents produced by the parties in the course of the arbitration.
      Notwithstanding the foregoing, the parties may disclose information about the
      arbitration to persons who have a need to know, such as directors, trustees,
      management employees, witnesses, experts, investors, attorneys, lenders,
      insurers, and others who may be directly affected. Once the arbitration award
      has become final, if the arbitration award is not promptly satisfied, then
      the
      prevailing party may, notwithstanding the foregoing, disclose information about
      the arbitration only to the extent necessary to obtain judicial enforcement
      of
      the award.

    


    
      
         

      

      
        8

        
          

        

      

      
        
          Exhibit
            10.19

           

        

      

    

    ARTICLE
      XIII. GENERAL PROVISIONS.

    


    13.1
       Successors
      and Assigns. Except as otherwise expressly provided herein, this Agreement
      shall
      be binding upon and inure to the benefit of the Parties hereto, and their
      respective representative, successors and assigns. No Party hereto may assign
      any of its rights or delegate any of its duties hereunder without the prior
      written consent of the other Party, and any such attempted assignment or
      delegation without such consent shall be void. Seller agrees not to unreasonably
      withhold its consent to any assignment by Purchaser of its rights hereunder
      prior to Closing to a corporation or other entity controlled by Purchaser,
      provided that (a) such assignee will assume all obligations of Purchaser
      hereunder, without Purchaser being released, and (b) such assignment will not,
      in Seller’s reasonable judgment, delay in any material way or make more doubtful
      the Closing.

     

    13.2
       Amendments;
      Waivers. The terms, covenants, representations, warranties and conditions of
      this Agreement may be changed, amended modified, waived, discharged or
      terminated only by a written instrument executed by the Party waiving
      compliance. The failure of any Party at any time or times to require performance
      of any provision of this Agreement shall in no manner affect the right of such
      Party at a later date to enforce the same. No waiver by any Party of any
      condition or the breach of any provision, term, covenant, representation or
      warranty contained in this Agreement, whether by conduct or otherwise, in any
      one or more instance shall be deemed to be or construed as a further or
      continuing waiver of any such condition or of the breach of any other provision,
      term, covenant, representation or warranty of this Agreement.

     

    13.3
       Notices.
      All notices, requests, demands and other communications required or permitted
      under this Agreement shall be in writing (which shall include notice by telex
      or
      facsimile transmission) and shall be deemed to have been duly made and received
      when personally served, or when delivered by Federal Express or a similar
      overnight courier service, expenses prepaid, or, if sent by telex, graphic
      scanning or other facsimile communications equipment, delivered by such
      equipment, addressed as set forth below:

    


    (a)
       If
      to
      Seller, then to: Dr. Hans-Jurgen Engelmann, ________________________, Telephone:
      +_______________, Facsimile: +__________________.

    


    (b)
       If
      to
      Purchaser, then to: Nucon-RF, Inc., 1574 Gulf Rd., #242, Point Roberts, WA
      98281
      USA, Attn: J.P. Todd Sinclair, Chief Financial Officer, Telephone: +1 604 943
      0706, Facsimile: +1 604 943 0775. 

    


     Any
      Party
      may alter the address to which communications are to be sent by giving notice
      of
      such change of address in conformity with the provisions of this Section 13.3
      providing for the giving of notice.

    


    13.4
       Announcements.
      Neither Party shall make any announcement regarding this Agreement or any of
      its
      terms without the prior written consent of the other Party. The Parties
      acknowledge and agree that Purchaser is a Section 12(g) reporting company under
      the Act and subject to the disclosure requirements of the Act.

    


    13.5
       Captions.
      The captions of Articles and Sections of this Agreement are for convenience
      only
      and shall not control or affect the meaning or construction of any of the
      provisions of this Agreement.

     

    13.6
       Governing
      Law. This Agreement and all questions relating to its validity, interpretation,
      performance and enforcement shall be governed by and construed in accordance
      with the laws of the State of Nevada, United States of America.

     

    
      
         

      

      
        9

        
          

        

      

      
        
          Exhibit
            10.19

           

        

      

    

    13.7
       Entire
      Agreement. This Agreement and the other documents delivered hereunder constitute
      the full and entire understanding and agreement between the Parties with regard
      to the subject matter hereof, and supersedes all prior agreements,
      understandings, inducements or conditions, express or implied, oral or written,
      relating to the subject matter hereof, except as herein contained. The express
      terms hereof control and supersede any course of performance and/or usage of
      trade inconsistent with any of the terms hereof.

     

    13.8
       Execution;
      Counterparts. This Agreement may be executed in any number of counterparts,
      each
      of that shall be deemed to be an original as against any Party whose signature
      appears thereon, and all of which shall together constitute one and the same
      instrument. This Agreement shall become binding when one or more counterparts
      hereof, individually or taken together, shall bear the signatures of all of
      the
      Parties reflected hereon as the signatories.

     

    IN
      WITNESS WHEREOF, the Parties have caused this Agreement to be duly executed
      by
      their authorized signatories as of the date first written above.

    


    SELLER:
      

    


    DR.
      HANS-JURGEN ENGELMANN 

    


    


    By:
      /s/
      Dr. Hans-Jurgen
      Engelmann             


      

    PURCHASER:

    


    NUCON-RF,
      INC.,

    A
      Nevada
      corporation

    


    By:
      /s/
      J.P. Todd
      Sinclair                               
 

    J.P.
      Todd
      Sinclair

    Chief
      Financial Officer

    
      
         

      

      
        10

        
          

        

      

      
        
          Exhibit
            10.19

        

      

    


    EXHIBIT
      A

    


    LIST
      OF ASSETS

     

     

     

     

     

     

     

    
 

    
      
         

      

      
        11

        
          

        

      

      
        
          Exhibit
            10.19

           

        

      

    

    LIST
      OF ASSETS

    


    


    The
      composite shielding materials, BIECOM and FEECOM, are polymers with a metal
      blocker, and have excellent potential in radiation safety. The materials will
      be
      referred to as “bismuth-epoxy composite”, or BIECOM, and as “iron-epoxy
      composite”, or FEECOM. 

    


    A
      distinctive feature of these new materials is that it is possible to modify
      its
      protection and construction properties as required. For example, with different
      binding and filling agents the density of the shielding material can range
      from
      1.9 to 5.5 g/cm3. Another advantage of the new materials is that they are more
      flexible than the traditional shielding materials lead and iron. 

    


    The
      new
      shielding materials BIECOM and FEECOM also surpass steel in withstanding
      corrosion attacks and can be used as a good construction material. Because
      the
      new shielding material, in contrast to lead, is not toxic, it can be
      manufactured in an environmentally friendly manner. It also has good thermal
      stability. 

    


    The
      mouldable nature of the new shielding material would be useful for many general
      shielding devices such as: syringe shields, glove boxes, electron accelerators,
      radon generators, in isotopes production, or for temporary shielding, etc.
      FEECOM or BIECOM can be moulded into various forms, such as bricks and plates,
      or containers or plaster on fixed walls.

    


    TESTING:
      BIECOM and FEECOM were formed into stable circular plates, and the radiation
      shielding properties of these two materials were investigated. In comparison
      to
      the reference material steel, the BIECOM plats achieved better results. Although
      the BIECOM plates have a 50% lower density, they show 2 - 5 % better shielding
      compared to steel plates of equal thickness. The FEECOM plates show
      significantly inferior shielding in comparison to the steel plates of equal
      thickness, but are much lighter. Where space is not a consideration, the FEECOM
      plates can be used to achieve the same shielding if they are of double the
      thickness. This would have the advantage of a 5% reduction in the entire
      shielding weight. As the cost of iron powder is much lower than steel, lead
      or
      bismuth powder, the manufacture of FEECOM in the form of plates or other shapes
      is economical and competitive. For this reason FEECOM plates will be a serious
      alternative as ྙ-shielding.

    


    The
      following applications of FEECOM or BIECOM are possible:

    


    	·  	
            Flexible
              radioactive protection as bricks with dovetail profile for many general
              shielding devices such as glove boxes, electron accelerators, or radon
              generators

          


    	·  	
            Shielding
              containers for isotopes

          


    	·  	
            Component
              parts such as protection doors, or lids

          


    	·  	
            Plaster
              for enforcing protection walls

          


    	·  	
            Substitution
              of lead as radiation protection

          


     

    
      
         

      

      
        12

        
          

        

      

      
        
          Exhibit
            10.19

           

        

      

    

    EXHIBIT
      B

    


    CONSULTING
      AGREEMENT

     

     

     

     

     

    
 

    
      
         

      

      
        13

        
          

        

      

      
        
          Exhibit
            10.19

           

        

      

    

    CONSULTING
      AGREEMENT

     

    This
      Consulting Agreement (the “Agreement”) is made and entered into as of July 10,
      2006, by and between Nucon-RF, Inc., a Nevada corporation (“Company”) and Dr.
      Hans-Jurgen Engelmann (“Consultant”). The Company and Consultant are
      collectively referred to herein as the “Parties”.

    


    RECITALS

    


    WHEREAS,
      Consultant is being retained to serve in the capacity of “Project
      Manager for Shielding Materials and Technologies" for the Company; 

    


    WHEREAS,
      it is the intent of the Company to acquire, license and/or develop nuclear
      shielding technologies under the supervision of Consultant; and 

    


    WHEREAS,
      Company desires to retain Consultant to perform the services described herein,
      and Consultant desires to be retained by Company, as a consultant pursuant
      to
      the terms and conditions of this Agreement.

    


    NOW,
      THEREFORE, in consideration of the mutual promises, agreements, covenants,
      understandings, undertakings, representations and warranties hereinafter set
      forth and for other good and valuable consideration, the receipt and sufficiency
      of which is hereby acknowledged, Company and Consultant covenant and agree
      as
      follows:

    


    1.  ENGAGEMENT
      OF CONSULTANT.

    


    Subject
      to the terms and pursuant to the conditions hereinafter set forth, Company
      hereby engages and retains Consultant as an independent consultant, and
      Consultant hereby accepts and agrees to such engagement and retention for a
      period and at a compensation rate described below in Sections 3 and 4,
      respectively. Consultant shall provide the consulting services described in
      Section 2 below. 

    


    2.  DESCRIPTION
      OF SERVICES; WORK FOR HIRE; TRAVEL.

    


    (a) Services.
      Throughout the Term (as defined below) of this Agreement, Consultant shall
      assist the Company in acquiring, licensing and/or developing for sale to third
      parties. Consultant shall oversee the foregoing and will
      report directly to the Chief Executive Officer of the Company, Valery Lebedev,
      PhD.
      All of
      technologies developed by Consultant, whether patentable or otherwise
      protectable, in connection with the foregoing shall be deemed “Work Product.”
All Work Product shall be the exclusive property of the Company. Consultant
      agrees to assign, for the benefit of the Company, all technologies developed
      by
      him during the Term (described in Section 3 below).

    


    (b) Work
      For
      Hire. Consultant
      agrees that Work Product created solely by Consultant, including his employees,
      associates, or subcontractors (if applicable), arising from work specified
      by
      the Company and performed hereunder, shall be deemed "work made for hire."
      Consultant shall cause all of its employees, associates, or subcontractors
      (if
      applicable) assisting in creating the Work Product to execute a similar
      acknowledgement that the Work Product is "work made for hire". Consultant and
      all of its employees, associates, or subcontractors (if applicable) assisting
      in
      creating the Work Product shall execute all such assignments, oaths,
      declarations, and other documents as may be prepared by the Company to effect
      the foregoing.

    


    (c) Travel.
      Consultant may be required, from time to time, to travel on behalf of the
      Company. All reasonable expenses incurred by Consultant, in connection with
      business travel requested by the Company, shall be paid by the
      Company.

    


    
      
         

      

      
        14

        
          

        

      

      
        
          Exhibit
            10.19


      

    

    3.  TERM.

    


    This
      Agreement shall commence effective as of the date of this Agreement and extend
      for a period of three (3) years (the “Term”).

    


    4.  COMPENSATION.

    


    (a)
      For
      and in consideration of Consultant’s full and faithful performance of all of its
      obligations and duties under this Agreement, Company shall pay to Consultant,
      during the Term, the sum of US$2,500 per month.

    


    (b)
      In
      addition to the foregoing, the Company agrees to pay in advance or to reimburse
      Consultant for all reasonable expenses incurred by Consultant in connection
      with
      the performance of Consultants services. Any expenses for travel, entertainment
      or general business purposes in excess of US$1,000 shall first be approved
      by
      the Company, which approval may be given orally, in writing, or by
      e-mail.

    


    5.  INDEPENDENT
      CONTRACTOR.

    


    Consultant
      is entering into this Agreement and in the performance of his duties hereunder
      as an independent contractor. No term or condition under this Agreement nor
      any
      manner or method of payment hereunder shall create any relationship between
      Company and Consultant other than as expressed in this Section
      5.
      Consultant shall not in any way, at any time, or under any circumstances be,
      or
      be construed to be, an officer, director, employee, partner, or joint venturer
      of Company.

    


    6.  TAXES.

    


    Consultant
      shall be solely responsible for and shall pay when due all federal, state,
      and
      local income taxes and other taxes due on its behalf for any compensation or
      benefit received under this Agreement, including, without limitation, all
      withholding taxes, superannuation and any worker’s compensation
      premiums.

    


    7.  INDEMNIFICATION.

    


    Company
      agrees to indemnify and hold harmless Consultant to the fullest extent allowed
      by applicable law from any and all liabilities, losses, damages, payments,
      costs
      or expenses (including attorneys fees and costs) of any kind whatsoever, which
      may be imposed on, incurred by, or asserted against Consultant as the result
      of
      any act or omission in any way relating to services performed by Consultant.
      This obligation of the Company to indemnify the Consultant shall not expire,
      shall survive the expiration or termination of this Agreement, and shall be
      binding upon the Company without regard to the passage of time or other events
      regardless of when such claims or liabilities may be imposed against
      Consultant.

    


    8.    
       CONFIDENTIALITY.

    


    Consultant
      acknowledges that his consulting services will bring him into close contact
      with
      many confidential affairs of the Company, including matters of a technical
      nature, such as “know how,” formulae, secret processes, research projects, and
      matters of a business nature, such as information about costs, profits, markets,
      sales, employees, other information of a similar nature to the extent not
      available to the public, plans for future developments and any other information
      that constitutes a “trade secret” of the Company under the Uniform Trade Secrets
      Act (the “Confidential Information”). Consultant agrees to keep secret and not
      to use for purposes unrelated to the Company all Confidential Information of
      the
      Company, including information received in confidence by the Company from others
      and agrees not to disclose Confidential Information to anyone outside the
      Company except as required in the course of his consulting capacity, either
      during or for a period of three (3) years after the Term. Consultant further
      agrees to deliver promptly to the Company on termination of his Consulting
      Agreement with the Company, or at any time it may so request, all computerized
      information or disks, memoranda, notes, records, manuals, drawings, blueprints
      and any other documents of a confidential nature belonging to the Company,
      including all copies of such materials, which Consultant may then possess or
      have under his control. 

    


    
      
         

      

      
        15

        
          

        

      

      
        
          Exhibit
            10.19


      

    

    9.    
       TERMINATION
      OF THE AGREEMENT.

    


    This
      Agreement shall automatically terminate upon the occurrence of any of the
      following:

    


    (i)  Upon
      the
      expiration of the Term; or

    


    (ii)  Upon
      the
      death or disability of Consultant.

    


    10. GENERAL
      PROVISIONS.

    


    (a) Recitals.
      The
      recitals set forth above are true and correct and are incorporated
      herein.

    


    (b) Effect
      of Waiver.
      The
      waiver by either party of a breach of any provision of this Agreement shall
      not
      operate or be construed as a waiver of any subsequent breach
      thereof.

    


    (c) Attorney’s
      Fees; Binding Arbitration.
      Consultant and Company agree that in the event of a dispute, arbitration by
      either party in any dispute or arbitration concerning this Agreement, the losing
      party shall pay the prevailing party’s reasonable attorney’s fees in that
      dispute or arbitration.

    


    (d) Notice.
      Any and
      all notices required under this Agreement shall be in writing and shall be
      either (I) hand-delivered; (ii) mailed, first-class postage prepaid, certified
      mail, return receipt requested; or (iii) delivered via an international
      recognized overnight courier service, addressed to:

    


    
      
         

      

      
        16

        
          

        

      

      
        
          Exhibit
            10.19

           

        

      

    

     

    
 

    
      	
            	Company:	
              Nucon-RF,
                Inc.

            


    

    1574
      Gulf Rd., #242

    Point
      Roberts, WA 98281

    Facsimile:
      604-943-0775

    Attn:
      Todd Sinclair, CFO

    


    
      	
            	Consultant:	
              Dr.
                Hans-Jurgen Engelmann

            


    

    ____________________

    ____________________

    Facsimile:_______________             
           

     

    All
      notices hand-delivered shall be deemed delivered when actually delivered. All
      notices mailed or delivered via overnight courier shall be deemed delivered
      as
      of three (3) business days after the date postmarked or officially received
      by
      overnight carrier. Any changes in any of the addresses listed herein shall
      be
      made by notice.

    


    (e) Assignment.
      The
      rights, benefits and obligations of the parties hereto under this Agreement
      shall not be assignable without the prior written consent of the non-assigning
      party, which consent may be withheld in the non-assigning party’s sole and
      absolute discretion. Notwithstanding the foregoing, this Agreement shall be
      binding on the heirs, successors and assigns of the parties hereto.

    


    (f) Amendment.
      No
      amendment or modification of this Agreement shall be deemed effective unless
      and
      until it is executed in writing by both the Company and the
      Consultant.

    


    (g) Severability.
      It is
      mutually agreed that all of the terms, covenants, provisions and agreements
      contained herein are severable and that, in the event any of them shall be
      held
      to be invalid by any competent court, this Agreement shall be interpreted as
      if
      such invalid term, covenant, provision or agreement were not contained
      herein.

    


    (h) Governing
      Law.; Binding Arbitration.
      This
      Agreement shall be governed by and construed in accordance with the laws of
      the
      State of Nevada, United States of America, in effect on the date of this
      Agreement without resort to any conflict of laws principles Any and all
      disputes, controversies, claims, or other disagreements arising out of or
      relating to this Agreement or the actual or alleged breach thereof shall be
      settled via binding arbitration in accordance with rules of the American
      Arbitration Association. The arbitration shall be held at a mutually agreeable
      location in the United States of America and shall be conducted under and in
      accordance with the American Arbitration Association Rules. Such arbitration
      shall be conducted in English and will be conducted on confidential basis in
      accordance with the terms of the Agreement. 

    


    (i) Entire
      Agreement.
      This
      Agreement contains the entire agreement between the parties, and the parties
      hereby agree that no other oral representations or agreements have been entered
      into in connection with the Consultant performing the services described
      hereunder.

    


    (j) Counterparts.
      This
      Agreement may be executed at different times and in multiple counterparts,
      each
      of which shall be deemed an original, but all of which together shall constitute
      one and the same instrument.

    


    (k) Neutral
      Interpretation.
      The
      provisions contained herein shall not be construed in favor of or against any
      party because that party or its counsel drafted this Agreement, but shall be
      construed as if all parties prepared this Agreement, and any rules of
      construction to the contrary are hereby specifically waived. The terms of this
      Agreement were negotiated at arm’s length by the parties hereto.

    


    
      
         

      

      
        17

        
          

        

      

      
        
          Exhibit
            10.19

           

        

      

    

    IN
      WITNESS WHEREOF,
      the
      parties hereto have executed this Agreement as of the date first written
      above.

     

    
      	 	 	 	 
	COMPANY:	CONSULTANT:
	 	 	 
	NUCON-RF,
              INC.	DR.
              HANS-JURGEN ENGELMANN
	 	 
 	 
 	 
 
	By:	/s/ J. P. Todd Sinclair	By:  	/s/
              Dr.
              Hans-Jurgen Engelmann
	 	
              
J.P.
              Todd Sinclair	
              
Dr.
              Hans-Jurgen Engelmann
	 	Chief
              Financial
              Officer 	 




    
      
         

      

      
        18