C O N S U L T I N G A G R E E M E N T
AGREEMENT made as of the 9th day of January, 2004 by and between
Telecommunications Products, Inc., maintaining its principal offices
at 0000 Xxxxxxxx Xxxx, Xxxxx X, Xxxxxxx Xxxxx, XX 00000 (hereinafter
referred to as "Client") and Xxxxxxxx Xxxxx maintaining his principal
offices at 000 Xxxxxx Xx, Xxxxx, XX 00000 (hereinafter referred as
"Xx. Xxxxx").
W I T N E S S E T H :
WHEREAS, Xx. Xxxxx is engaged in the business of financial consulting
services and has knowledge, expertise and personnel to render the requisite
services to Client; and
WHEREAS, Client is desirous of retaining Xx. Xxxxx for the purpose of
obtaining these services so as to better, more fully and more effectively deal
with the financial services community.
NOW, THEREFORE, in consideration of the premises and of the mutual
covenants and agreements contained herein, it is agreed as follows:
I. Engagement of Xx. Xxxxx. Client herewith engages Xx. Xxxxx and Xx.
Xxxxx agrees to render to Client financial consulting services which would
include evaluating various business strategies and recommending changes
where appropriate and also critically evaluate the Client's performance in
view of its corporate planning and business objectives. This would also
include evaluation of upper management.
A. The consulting services to be provided by the Xx. Xxxxx shall
include, but are not limited to, the development, implementation and
maintenance of a sound financial advisory strategy which would include:
1. Corporate Planning--(a) develop an in-depth familiarization with
the Client's business objectives and bring to its attention potential or
actual opportunities which meet those objectives or logical extensions
thereof, (b) alert the Client to new or emerging high potential forms of
production and distribution which could either be acquired or developed
internally, (c) comment on the Client's corporate development including
such factors as position in competitive environment, financial performances
vs. competition, strategies, operational viability, etc., and (d) identify
prospective suitable merger or acquisition candidates for the Client,
perform appropriate diligence investigations with respect thereto, advise
the Client with respect to the desirability of pursuing such candidates,
and assist the Client in any negotiations which may ensue therefrom.
B. The services to be rendered by Xx. Xxxxx to the Client shall
under NO circumstances include the following:
1. Any activities which could be deemed by the Securities and Exchange
Commission to constitute investment banking or any other activities
required by Xx. Xxxxx to be registered as a broker-dealer under the
Securities Act of 1934.
2. Any activities which could be deemed to be in connection with the
offer or sale of securities in a capital-raising transaction.
C. Client acknowledges that Xx. Xxxxx will devote such time as is
reasonably necessary to perform the services for Client, having due regard
for Xx. Xxxxx'x commitments and obligations to other businesses for which
it performs consulting services.
II. Compensation and Expense Reimbursement.
A. Client will pay Xx. Xxxxx, as compensation for the services
provided for in this Agreement and as reimbursement for expenses incurred
by Xx. Xxxxx on Client's behalf, in the manner set forth in Schedule A
annexed to this Agreement which Schedule is incorporated herein by
reference.
B. In addition to the compensation and expense reimbursement referred
to in Section 2(A) above, Xx. Xxxxx shall be entitled to receive from
Client a "Transaction Fee", as a result of any Transaction (as described
below) between Client and any other company, entity, person, group or
persons or other party which is introduced to, or put in contact with,
Client by Xx. Xxxxx, or by which Client has been introduced to, or has been
put in contact with, by Xx. Xxxxx. A "Transaction" shall mean merger, sale
of stock, sale of assets, consolidation or other similar transaction or
series or combination of transactions whereby Client or such other party
transfer to the other, or both transfer to a third entity or person, stock,
assets, or any interest in its business in exchange for stock, assets,
securities, cash or other valuable property or rights, or wherein they make
a contribution of capital or services to a joint venture, commonly owned
enterprise or business opportunity with the other for purposes of future
business operations and opportunities. To be a Transaction covered by this
section, the transaction must occur during the term of this Agreement or
the one year period following the expiration of this Agreement. The
calculation of a Transaction Fee shall be based upon the total value of the
consideration, securities, property, business, assets or other value given,
paid, transferred or contributed by, or to, the Client and shall equal 10%
of the dollar value of the Transaction. Such fee shall be paid by certified
funds at the closing of the Transaction.
Term and Termination. This Agreement shall be for a period of one year
commencing January 9, 2004 and terminating January 8, 2005. If the Client
does not cancel the contract during the term, the contract will be
automatically extended for an three months. Either party hereto shall have
the right to terminate this Agreement upon 30 days prior written notice to
the other party after the first 90 days.
Treatment of Confidential Information. Xx. Xxxxx shall not disclose,
without the consent of Client, any financial and business information
concerning the business, affairs, plans and programs of Client which are
delivered by Client to Xx. Xxxxx in connection with Xx. Xxxxx'x services
hereunder, provided such information is plainly and prominently marked in
writing by Client as being confidential (the "Confidential Information").
The Xx. Xxxxx will not be bound by the foregoing limitation in the event
(i) the Confidential Information is otherwise disseminated and becomes
public information or (ii) the Xx. Xxxxx is required to disclose the
Confidential Informational pursuant to a subpoena or other judicial order.
Representation by Xx. Xxxxx of other clients. Client acknowledges and
consents to Xx. Xxxxx rendering financial consultation services to other
clients of the Xx. Xxxxx engaged in the same or similar business as that of
Client.
Indemnification by Client as to Information Provided to Xx. Xxxxx.
Client acknowledges that Xx. Xxxxx, in the performance of its duties, will
be required to rely upon the accuracy and completeness of information
supplied to it by Client's officers, directors, agents and/or employees.
Client agrees to indemnify, hold harmless and defend Xx. Xxxxx, its
officers, agents and/or employees from any proceeding or suit which arises
out of or is due to the inaccuracy or incompleteness of any material or
information supplied by Client to Xx. Xxxxx.
Independent Contractor. It is expressly agreed that Xx. Xxxxx is
acting as an independent contractor in performing its services hereunder.
Client shall carry no workers compensation insurance or any health or
accident insurance on Xx. Xxxxx or consultant's employees. Client shall not
pay any contributions to social security, unemployment insurance, Federal
or state withholding taxes nor provide any other contributions or benefits
which might be customary in an employer-employee relationship.
Non-Assignment. This Agreement shall not be assigned by either party
without the written consent of the other party.
Notices. Any notice to be given by either party to the other hereunder
shall be sufficient if in writing and sent by registered or certified mail,
return receipt requested, addressed to such party at the address specified
on the first page of this Agreement or such other address as either party
may have given to the other in writing.
Entire Agreement. The within agreement contains the entire agreement
and understanding between the parties and supersedes all prior
negotiations, agreements and discussions concerning the subject matter
hereof.
Modification and Waiver. This Agreement may not be altered or modified
except by writing signed by each of the respective parties hereof. No
breach or violation of this Agreement shall be waived except in writing
executed by the party granting such waiver.
Law to Govern; Forum for Disputes. This Agreement shall be governed by
the laws of the Commonwealth of Massachusetts without giving effect to the
principle of conflict of laws. Each party acknowledges to the other that
courts within the City of Boston, Massachusetts shall be the sole and
exclusive forum to adjudicate any disputes arising under this agreement.
IN WITNESS WHEREOF, the parties have executed this Agreement as of
the day and year first written above.
By: /s/ Xxxxxxxx Xxxxx
__________________
Xxxxxxxx Xxxxx
Telecommunications Products, Inc.
By: /s/ Xxxxxx Xxxxxxx
_________________
Xxxxxx Xxxxxxx, CEO
SCHEDULE A-1 Payment for services and reimbursement of expenses.
SCHEDULE A-1
PAYMENT FOR SERVICES
AND REIMBURSEMENT OF EXPENSES
A. For the services to be rendered and performed by Xx. Xxxxx during
the term of the Agreement, Client shall pay to Xx. Xxxxx 2,000,000 share of
common stock.
B. Client shall also reimburse Xx. Xxxxx for all reasonable and
necessary out-of-pocket expenses incurred in the performance of its duties
for Client upon presentation of statements setting forth in reasonable
detail the amount of such expenses. Xx. Xxxxx shall not incur any expense
for any single item in excess of $250 either verbally or written except
upon the prior approval of the Client. Xx. Xxxxx agrees that any travel,
entertainment or other expense which it may incur and which may be
referable to more than one of its clients (including Client) will be
prorated among the clients for whom such expense has been incurred.
By: /s/ Xxxxxxxx Xxxxx
_________________
Xxxxxxxx Xxxxx
Telecommunications Products, Inc.
By: /s/ Xxxxxx Xxxxxxx
_________________
Xxxxxx Xxxxxxx, CEO
