EXHIBIT 10.1
PROFESSIONAL CONSULTING AGREEMENT
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This Consulting Agreement ("Agreement") is made as of February 4, 2004 by and
between Telecommunication Products, Inc ("TCPD") a Colorado corporation with
offices at 0000 Xxxxxxxx Xxxxxxxxx, Xxxxx X, Xxxxxxx Xxxxx, Xxxxxxxxxx 00000 and
Xxxxx Xxxxx an individual with offices at 00-0 Xxxxx Xxxxxxxx Xxxxxx Xxxxxxxxx
XX0 0XX X.X (hereinafter "consultant")
WITNESSTH
WHEREAS, the Company desires to retain Consultant to render consulting services,
including services relating to market analysis, financial planning, strategic
transactions, restructuring, strategic planning.
WHEREAS, Consultant is willing to perform such consulting services on the terms
and conditions herein contained.
NOW, THEREFORE, in consideration of the premises herein and other good and
valuable considerations, the parties agree as follows:
1. ENGAGEMENT
The Company hereby engages Consultant and Consultant hereby accepts such
engagement as a Consultant to render the consulting services set forth below, as
requested by the Company, and in furtherance of the business goals of the
Company.
2. CONSULTANT DUTIES
The Company hereby engages Consultant to perform the financial services listed
below on the terms and conditions set forth in this agreement: Consult with
management and Board of Directors on the business operations of potential
transaction candidates:
(a) Consult with management and Board of Directors on the business
operations of potential transaction candidates:
(b) Initiate and negotiate on behalf of the Company to explore potential
transactions;
(c) Assist in the formulation of a strategy for discussions with and the
presentation of a transaction proposal to any interested parties;
(d) As mutually agreed, advise the Company regarding alternative financing
structures (including bridge loans) with which to effect a transaction;
(e) Assist Management and the Board of Directors in negotiation of letters
of intent and definitive purchase or financing agreements with any interested
parties and their advisors;
(f) Provide, as deemed appropriate by Consultant, additional advisory
services related to the operation of the Company.
(g) The Consultant shall submit application for trading approval on the
Berlin Stock exchange.
3. TERM
The term of this agreement shall commence on the date hereof and continue for a
period of (90) days.
4. COMPENSATION
a. As full compensation for the services to be rendered by Consultant hereunder,
Consultant shall be paid, and the Consultant agrees to accept Sixty Nine
Thousand Five Hundred US Dollars ($69,500) for the life of the Contact.
5. ACTIVITIES
a. Throughout the term of this agreement, Consultant will provide the
officers, directors, employees or designees of the Company with verbal as well
as written reports, when reasonably requested, concerning its activities.
6. THIRD PARTIES
a. The Company acknowledges that, in connection with its engagement
hereunder, Consultant may introduce the Company to third parties who may
transact business with the Company and/or assist Consultant in providing
consulting services to the Company hereunder.
7. CONFIDENTIAL INFORMATION
a. Consultant acknowledges that any and all confidential knowledge or
information concerning the Company and its affairs obtained by it, its
principals, employees and/or contractors in the course of its engagement
hereunder will be inviolate by it and that it will conceal the same from any and
all other persons and entities, including, but not limited to, competitors of
the Company and that it will not impart any such knowledge to anyone whosoever
during the term of hereof.
8. CONSULTANT STATUS
a. Consultant acknowledges that it is providing services hereunder as an
independent contractor. Accordingly, Consultant agrees that any taxes associated
with the performance of its services hereunder shall be its sole responsibility.
Consultant further agrees that nothing herein shall create a relationship of
partners or joint ventures between Consultant and the Company and, except as
otherwise set forth herein, nothing herein shall be deemed to authorize
Consultant to obligate or bind the Company to any commitment without the prior
written consent of the Company in each instance.
9. INDEMNIFICATION
The Consultant shall hold harmless and indemnify Company from and against any
and all damages, losses, liabilities, obligations, fees, costs and expenses,
including but not limited to, the payment and advancement of reasonable
attorney's fees, resulting from, or incurred in connection with claims made
against Consultant or Company relating to the performance of its duties
hereunder. The provision of this section shall survive termination of this
agreement. The Consultant will follow all applicable SEC and NASD laws, rules
and regulations in performance of its duties hereunder.
TELECOMMUNICATION PRODUCTS, INC.
BY: __/S/ XXXXXX RUSSELL__________ DATED:_2/4/04__
XXXXXX XXXXXXX, President
BY: _/S/ XXXXX GREEN_____________ DATED:_2/4/04__
XXXXX XXXXX, an individual
