Exhibit 11
Professional Consulting Agreement
This Consulting Agreement ("Agreement") is made as of September 18, 2002 by and
between Telecommunication Products, Inc ("TCPD") a Colorado corporation with
offices at 0000 Xxxxxxxx Xxxxxxxxx, Xxxxx X, Xxxxxxx Xxxxx, Xxxxxxxxxx 00000 and
Xxxxxxx Xxxxxx an individual with offices 00 Xxxxxxxx, Xxxxxxxx, Xxxxxx
Xxxxxxx(xxx "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 and development and internet and
technology solutions.
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
Consultant shall, at the request of the Company, provide business management and
marketing consultation services. Such services shall include, advice concerning
the implementation and monitoring of business and marketing plans, as well as
establishing and/or enhancing the Company's internet presence, advice concerning
the Company obtaining investment banking and financial services, and advice
concerning the Company retaining other professionals. The Consultant may also
render the following services at the request of the Company:
a. Market Analysis- Consultant will assist the Company in researching market
conditions and the Company's competitors.
b. Financial Planning - Consultant will assist the Company in determining the
Company's financing requirements and will assist the Company in retaining
and working with professionals to meet such requirements.
c. Strategic Transactions - Consultant will assist the Company in evaluating
the advisability of entering into mergers, acquisitions and joint ventures.
d. Strategic Planning and Development - Consultant will assist the Company in
understanding its operational objectives.
3. TERM
The term of this agreement shall commence on the date hereof and continue for a
period of (180) 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 one thousand (1,000) US Dollars
per day 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
a. 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: ________________________________ Dated:_________
XXXXXX XXXXXXX, President
By: ________________________________ Dated:_________
XXXXXXX XXXXXX, an individual