Unassociated Document


    

      EXHIBIT
        10.12

       

    

    
      Translation
        from the Russian Language

      


       

      MINUTES
        OF THE MEETING BETWEEN THE LIMITED LIABILITY COMPANY
“TPA”
        AND NUCON INC. -
        PRINCIPLES OF COOPERATION

      


      
        	
                12
                  December 2005

              	
                Moscow,
                  RF

              


      

       

      SUBJECT
        OF THE MEETING

      


      Limited
        Liability Company “Truboprovodnaya armatura”, St. Petersburg, Russia, and the
        company Nucon Inc., Nevada, U.S.A. (hereinafter referred to as the “Parties”)
        held a meeting on 12 December 2005 in Moscow. RF. On behalf of Limited Liability
        Company “Truboprovodnaya armatura” took part A.V. Varikin and A.E. Slepzov, on
        behalf of Nucon Incparticipated A.S. Stepanenko. During the meeting the Parties
        agreed upon the following main principles of cooperation between the
        companies.

       

      SUBJECT
        OF AGREEMENT ON THE PRINCIPLES OF COOPERATION

      


      Under
        this agreement the Limited Liability Company “Truboprovodnaya armatura”, St.
        Petersburg, Russia, (hereinafter referred to as “TPA”) and the company Nucon
        Inc., Nevada, U.S.A. (hereinafter referred to as “NUCON”) have agreed upon the
        main principles of cooperation in the area of inner-Russian, export and import
        deliveries of industrial equipment belonging to the nomenclature of TPA,
        in
        particular pipe fittings and relevant spare parts, compressor and pump equipment
        and relevant spare parts. Under this cooperation NUCON shall identify possible
        customers of services and/or equipment of TPA nomenclature and attract such
        customers to buy services and/or equipment from TPA. TPA shall pay in due
        form
        for the services of NUCON and implement the delivery of equipment and/or
        services contracted for with the assistance of NUCON.

       

      PARAMETERS
        OF THE AGREEMENT

      


      This
        Agreement serves as a basis for the elaboration of rules, traditions, financial
        parameters, the establishment of the areas of cooperation, the development
        of a
        list of contractors and other details which shall enter into force upon
        concluding a short-term and/or long-term commission agreement between NUCON
        and
        PTA, the Parties intend to sign in 2006. The Parties intend to sign the
        short-term agreement early in 2006 for the period from 15.01.2006 to 15.06.2006.
        This agreement may be extended or replaced by one with a longer term.


       

      MARKETS
        OF COOPERATION

      


      This
        agreement preliminarily determines the main areas of activities under the
        commission agreement of NUCON while searching, identifying and attracting
        potential customers not intersecting with existing clients of TPA: group
        “Rosenergoatom”; companies of the Federal Authority for Nuclear Energy of the
        RF;


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      water-supply
        companies; projects build or developed on the territory of the RF with the
        assistance of the US Energy Department and the US Department of Defence;
        mining
        and chemical combine, Sheleznogorsk. In addition to the areas of activities
        mentioned before, NUCON may search, identify and attract customers for TPA
        in
        third countries. The parties shall jointly elaborate a List of Customers
        attracted to PTA which shall be annexed to the commission agreement. When
        a
        company, project or capital is attracted to the purchases TPA and NUCON will
        include this customer into the List of Customers attracted TPA. Any financial
        turnover under the commission agreement or any direct contract of TPA with
        such
        customers concerning the delivery of equipment and/or services entitles NUCON
        to
        receive a remuneration. 

       

      REMUNERATION
        AND PAYMENT TO NUCON

      


      This
        agreement also determines the principles of the main financial parameters
        of the
        perspective commission agreement between TPA and NUCON in the search,
        identification and attraction of potential customers of TPA. TPA shall pay
        NUCON
        2.5% of the return of each deal with a customer of the List of Customers
        attracted to PTA. In addition to the percentage of the returns PTA shall
        make a
        monthly payment of 500 EURO upon receipt of an invoice of NUCON to cover
        operational costs of NUCON related to the identification of potential customers
        of services and/or equipment of the nomenclature of TPA and in attracting
        these
        customers to buy services and/or equipment from PTA.

      


      


      
        	
                On
                  behalf of Limited Liability 

              	
                On
                  behalf of NUCON Inc.

              
	
                Company
                  “Truboprovodnaya armatura”

              	 
	
                Dirctor
                  General A.V. Varakin

              	
                Chief
                  Operations Officer A.S. Stepanenko

              
	 	 
	/s/ Dirctor
                General A.V. Varakin	
                /s/
                  A.S. Stepanenko