Exhibit
        10.20


      CONSULTING
        AGREEMENT

       

      This
        Consulting Agreement (the “Agreement”) is made and entered into as of June 19,
        2007, by and between Nucon-RF, Inc., a Nevada corporation (“Company”) and
        Claridge Management (“Consultant”). The Company and Consultant are collectively
        referred to herein as the “Parties”.

      


      RECITALS

      


      WHEREAS,
        Consultant has expertise in foreign capital markets (i.e., the Middle East
        and
        Europe), waste management services and structuring and developing strategic
        alliances; 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 as an advisor on foreign capital markets (i.e., the Middle
        East and Europe), waste management services and potential contracts in the
        Middle East and Europe, as well as introducing, structuring and developing
        strategic alliances that further the Company’s existing and future business
        initiatives

      


      (b) 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.

      


      
        	3.	
                TERM.

              


      

      


      This
        Agreement shall commence effective as of the date of this Agreement and extend
        for a period of one (1) year (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 issue to Consultant
        the sum of 100,000 shares of common stock.

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
            Exhibit
              10.20

          

        

      

      (b)
         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. 

      


      
        	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. 

      


      
        
          
          

        

        
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            Exhibit
              10.20

          

        

      

       

      
        	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:

      


      
        
          
          

        

        
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            Exhibit
              10.20

          

        

      


      
        	
              	Company:	
                Nucon-RF,
                  Inc.

              


      

      1574
        Gulf Rd., #242

      Point
        Roberts, WA 98281

      Facsimile:
        604-943-0775

      Attn:
        Todd Sinclair, CFO

      


      
        	
              	Consultant:	
                Claridge
                  Management

              


      

      4233
        Sheridan Ave.

      Miami
        Beach, FL 33140

      Facsimile:
        305-672-2359 

      Attn:
        Howard Ash           

       

      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.

      


      
        
          
          

        

        
          4

          
            

          

        

        
          
            Exhibit
              10.20

             

          

        

      

      (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.

      


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

       

    

    
      
        	 	 	 	 
	COMPANY:	CONSULTANT:
	 	 	 
	NUCON-RF,
                INC.	CLARIDGE
                MANAGEMENT
	 	 
 	 
 	 
 
	By:	/s/ J. P. Todd Sinclair	By:  	/s/
                Howard
                Ash
	 	
                
J.P.
                Todd Sinclair	
                
Howard
                Ash
	 	Chief
                Financial
                Officer 	President




       

      
        
          
          

        

        
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