EXHIBIT
        10.15

    

     

     

    CONSULTANCY
      AGREEMENT

    
       

       

       

       

       

      Between

       

       

       

       

       

      NUCON-RF,
        Inc.

       

       

       

       

      and

       

       

       

       

      ROSE
        CONSULTING AND ENGINEERING 

      

        
          
             

          

          
             

            
              

            

          

          
             

          

        

      

       

      THIS
        Agreement is made the 26th
        March
        2007

      


      


      BETWEEN

      


      


      
        	
                (1)

              	
                NUCON-RF,
                  INC., a Company registered under the laws of the State of Nevada
                  whose
                  registered office is at 242 Gulf Rd., #242, Point Roberts, WA 98281
                  (“NUCON-RF”).

              


      

      


      
        	
                (2)

              	
                ROSE
                  CONSULTING AND ENGINEERING residing at Vogelsbergstr. 11 63755
                  Alzenau,
                  Germany. (“the Consultant”)

              


      

      


      WHEREAS:

      


      
        	
                (A)

              	
                The
                  Consultant has certain skills and abilities which may be useful
                  to
                  NUCON-RF and its wholly owned subsidiary companies (“the NUCON-RF
                  Group”).

              


      

      


      
        	
                (B)

              	
                The
                  Consultant is an independent contractor willing to provide services
                  to
                  NUCON-RF and the NUCON-RF Group as set out
                  below.

              


      

      


      IT
        IS
        HEREBY AGREED AS FOLLOWS:

      


      
        	
                1.

              	
                Subject
                  Matter

              


      

      


      
        	 	
                1.1

              	
                The
                  Consultant shall advise NUCON-RF as an independent consultant in
                  connection with relevant aspects of the business of NUCON-RF upon
                  the
                  terms and conditions set out below and, in particular, in the following
                  areas:

              


      

      


      
        	
              	1.1.1	
                Promoting
                  NUCON-RF in a professional manner in
                  Germany

              


      


      
        
           

        

        
           

          
            

          

        

        
           

        

      


      
        	
              	1.1.2	
                Identification
                  and pursuit of commercial opportunities for
                  NUCON-RF.

              


      

      
        	 	
                1.1.3

              	
                Assisting
                  NUCON-RF in the development and promotion of their sales activities
                  within
                  the Territory.

              


      

      


      
        
          
            	2.	
                    Status
                      of the
                      Consultant

                  


          

        

      

      
      

       

      
        
          
            	
                  	2.1	
                    The
                      Consultant shall be an independent contractor and not an employee
                      of
                      NUCON-RF. The Consultant hereby acknowledges and agrees that
                      he has no
                      actual or ostensible authority or power to negotiate or enter
                      into binding
                      commitments or contracts of whatever nature on behalf of NUCON-RF
                      and
                      undertakes to NUCON-RF not to hold himself out or represent
                      to any third
                      party that he has any such authority or power save with the
                      prior written
                      consent of NUCON-RF.

                  


          

        

      

      


      
        	
              	
                2.2

              	
                During
                  the term of this Agreement, the Consultant shall not compete, whether
                  directly or indirectly and whether on his own account or for the
                  account
                  of a third person, with NUCON-RF.

              


      

      


      
        	
              	
                2.3

              	
                The
                  Consultant shall report monthly
                  and substantiate the working hours
                  to
                  Hans
                  J. Engelmann
                  in
                  connection with his work as outlined in Clause 1.1. On behalf of
                  NUCON-RF,
                  Mr Peter
                  Goerke shall
                  be responsible for approving all monthly
                  reports.

              


      

      


      
        	
                3.

              	
                Fee

              


      

      


      
        	
              	
                3.1

              	
                The
                  Consultant shall provide, and NUCON-RF shall pay, services for
                  at least 65
                  working
                  days to a maximum of 90 days within a twelve month period for a
                  total
                  value of at least 45,630 Euros (65 day term) and to a maximum extend
                  of
                  63,180 Euros (90 day term). NUCON-RF
                  will provide permission to extend the services to 90 working days.
                  In
                  addition to this 

              


      


      
        
           

        

        
           

          
            

          

        

        
           

        

      


      NUCON-RF
        shall pay the Consultant a daily rate of 702 Euros on submission of appropriate
        invoices on the understanding that time spent has been approved in accordance
        with Clause 2 of this Agreement or discussed and agreed in advance with Mr
        Peter
        Goerke. 

      


      
        	
              	
                3.2

              	
                The
                  Consultant shall be paid within 30 days period after an invoice
                  is
                  legitimately received. It is agreed by NUCON-RF that electronic
                  invoicing
                  is acceptable to accelerate payment
                  process.

              


      

      


      
        	4.	
                Duration
                  and Termination

              


      

      


      
        	
              	
                4.1

              	
                This
                  Agreement shall commence on 1st April 2007 and will be for a period
                  of one
                  year expiring on 31st March 2008 inclusive. The Agreement will
                  be
                  automatically extended on a rolling basis by subsequent periods
                  of one (1)
                  year unless either party terminates the Agreement no later than
                  three
                  (3)
                  months prior to the expiry of any one-year
                  period.

              


      

      


      
        	
              	
                4.2

              	
                Without
                  limitation NUCON-RF may by notice in writing immediately terminate
                  this
                  Agreement if the Consultant shall:

              


      

      


      
        	
              	
                4.2.1

              	
                be
                  in breach of any of the terms of this Agreement which, in the case
                  of a
                  breach capable of remedy, shall not have been remedied by the Consultant
                  within 21 days of receipt by the Consultant of a notice from NUCON-RF
                  specifying the breach and requiring its
                  remedy;

              


      

      
        	
              	
                4.2.2

              	
                be
                  incompetent, guilty of gross misconduct and/or any serious or persistent
                  negligence in the provision of his services
                  hereunder

              


      

      
        	
              	
                4.2.3

              	
                fail
                  or refuse after written warning to provide the services reasonably
                  and
                  properly required of him hereunder

              


      

      


      



      
        
           

        

        
           

          
            

          

        

        
           

        

      


      
        	5.	
                Expenses

              


      

      


      
        	
              	
                5.1

              	
                If
                  the Consultant travels in connection with the performance of his
                  obligations hereunder the matters referred to in Schedule 1 will
                  be
                  applicable.

              


      

      


      
        	
              	
                5.2

              	
                Reimbursement
                  of travel and business expenses under Clauses 7.1 and 7.2 shall
                  be paid as
                  Clause 3.2. The invoice should set out the expenses incurred together
                  with
                  the relevant receipts or other evidence of actual payment of such
                  expenses
                  as NUCON-RF may require.

              


      

      


      
        	
              	
                5.3

              	
                Consultant
                  shall provide all assignments and do all such further things as
                  may be
                  necessary to perfect NUCON-RF’s title to the intellectual property or to
                  register NUCON-RF as owner of registerable rights at NUCON-RF
                  expense

              


      

      


      
        	
                6.

              	
                Confidentiality

              


      

      


      
        	
              	
                6.1

              	
                The
                  Consultant shall keep strictly confidential and shall not divulge
                  to a
                  third party without the written consent of NUCON-RF or the relevant
                  member
                  of the NUCON-RF Group or use other than for the purposes of this
                  Agreement, or otherwise to the detriment of NUCON-RF, any and all
                  information relating to NUCON-RF or their respective businesses
                  (including, in particular, information concerning their customers)
                  or
                  information arising from or in connection with the provision of
                  services
                  by the Consultant to NUCON-RF in connection with this Agreement
                  both
                  during the term of this Agreement and following its
                  termination.

              


      

      


      
        	
              	
                6.2

              	
                The
                  above undertakings shall not apply
                  to:

              


      

      
        	 	
                6.2.1

              	
                Information
                  which at the time of disclosure by NUCON-RF to the Consultant is
                  published
                  or otherwise generally available to the
                  public.

              


      


      
        
           

        

        
           

          
            

          

        

        
           

        

      


      
        	
              	6.1.2	
                Information
                  which after disclosure by NUCON-RF to the Consultant is published
                  and
                  becomes generally available to the public, otherwise than through
                  any
                  breach of this Agreement.

              


      

      


      
        	 	
                6.1.3

              	
                Information
                  which the Consultant can show was in his possession at the time
                  of
                  disclosure and which was not acquired directly or indirectly from
                  NUCON-RF.

              


      

      


      
        	 	
                6.1.4

              	
                Information
                  rightfully acquired from others who did not obtain it under pledge
                  of
                  secrecy to NUCON-RF.

              


      

      


      
        	 	
                6.1.5

              	
                Information
                  that is disclosed in accordance with a requirement of any court,
                  governmental authority or agency having
                  jurisdiction.

              


      

      


      
        	
                7.

              	
                Return
                  of Documents and Property

              


      

      


      Upon
        request by NUCON-RF, and in any case upon termination of this Agreement,
        the
        Consultant shall immediately return to NUCON-RF all data, documents and all
        other property belonging to Nucon-RF. 

      


      
        	
                8.

              	
                Miscellaneous

              


      

      


      
        	 	
                8.1

              	
                This
                  Agreement may be modified or amended in writing only. The same
                  shall apply
                  to any waiver of this requirement of form. This Agreement sets
                  out the
                  entire Agreement of the Parties and supersedes all prior Agreements
                  and
                  understandings relating to its subject matter. Any notice under
                  this
                  Agreement shall be given in writing addressed to the recipient
                  at the
                  address set out at the beginning of this Agreement or to such other
                  address as the recipient has notified to the other Party in
                  writing.

              


      


      
        
           

        

        
           

          
            

          

        

        
           

        

      


      
        	
              	8.2	
                Should
                  any provision of this Agreement be or become invalid, the validity
                  of the
                  other provisions hereof shall not be affected. The Parties hereto
                  agree
                  that any invalid provision shall be substituted by a valid provision
                  which
                  shall implement the commercial intent of this Agreement to the
                  extent
                  legally permissible.

              


      

      


      
        	 	
                8.3

              	
                If
                  any dispute or difference arises out of or in connection with the
                  Agreement the parties shall seek to resolve the dispute or difference
                  amicably by using an alternative dispute resolution procedure acceptable
                  to both of the parties before pursuing any other remedies available
                  to
                  them

              


      

      


      
        	 	
                8.4

              	
                If
                  either party fails or refuses to agree to or participate in the
                  alternative dispute procedure or if in any event the dispute or
                  difference
                  is not resolved to the satisfaction of both parties within a ninety
                  days
                  period after it has arisen the dispute or difference shall be referred
                  to
                  Arbitration of the International Chamber of Commerce to be settled
                  by one
                  or more arbitrators appointed in accordance with the rules. The
                  place of
                  arbitration shall be Berlin.

              


      

      


      
        	 	
                8.5

              	
                This
                  Agreement is governed by the laws of Germany and the Parties agree
                  to
                  submit to the exclusive jurisdiction of the German
                  Courts.

              


      

      


      
        	
                NUCON-RF,
                  INC.

              	 	
                ROSE
                  CONSULTING AND ENGINEERING 

              
	 	 	 
	
                /s/
                  Peter Goerke

              	 	
                /s/
                  Klaus Rose

              
	
                Mr
                  Peter Goerke

              	 	
                Mr
                  Klaus Rose

              


      


      
        
           

        

        
           

          
            

          

        

        
           

        

      

       

      Attachment

      SCHEDULE
        1

      


      Travel
        Expenses

      


      
        	
                1.

              	
                Travel
                  by Car

              


      

      


      Subject
        to Clauses 7.1, 7.4 and 7.5, if the Consultant uses his own car in connection
        with the performance of his obligations hereunder he will be permitted to
        claim
        from NUCON-RF the flat rate of 45 Eurocent per kilometre travelled.


      


      
        	
                2.

              	
                Travel
                  by Air

              


      

      


      Subject
        to Clauses 7.1, 7.4 and 7.5, if the Consultant travels by air in connection
        with
        the performance of his obligations hereunder he will be permitted to claim
        from
        NUCON-RF the purchase price of an economy ticket unless agreed otherwise
        in
        writing by NUCON-RF prior to travel. The Consultant provides an undertaking
        to
        obtain the most economic fare compatible with the business needs. It is agreed
        to fly in Business Class for all flights scheduled for a duration of six
        (6)
        hours or longer.

      


      
        	
                3.

              	
                Travel
                  by Train

              


      

      


      Subject
        to Clauses 7.1, 7.4 and 7.5, if the Consultant travels by train in connection
        with the performance of his obligations hereunder he will be permitted to
        claim
        from NUCON-RF the purchase price of a first class or equivalent ticket for
        journeys in excess of one (1) hour.

       

      
        	4.	
                Travel
                  by Taxi - Local Fares

              


      

      


      Subject
        to Clauses 7.1, 7.4 and 7.5, taxi fares paid by the Consultant which are
        reasonably incurred in the performance of the Consultant’s obligations under
        this Agreement shall be reimbursed by NUCON-RF in accordance with Clause
        7.3.

       

      
        	
                5.

              	
                Accommodation

              


      

      


      Subject
        to Clauses 7.1, 7.4 and 7.5, all hotel bills paid by the Consultant which
        are
        reasonably incurred in the performance of the Consultant’s obligations under
        this Agreement shall be reimbursed by NUCON-RF in accordance with Clause
        7.3.