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[EOT GRAPHIC] [SONUS GRAPHIC]
Sonus Communication, Inc.
EXHIBIT (a) 10
This Agreement, entered into this 18th day of August 2000 between Sonus
Communication Holding, Inc. having its principal offices at ▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇
▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ ("Sonus"), and ▇. ▇▇▇▇▇▇▇▇▇▇ & Co. having it principal
offices at ▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ ("Flomenhaft")
shall formalize the arrangement between Sonus and Flomenhaft as to certain
merger and acquisition activities.
For a period of one year, commencing on the next full month following execution
of this Agreement by both parties, Flomenhaft shall provide merger and
acquisition consulting services for Sonus by performing the following functions:
1. Identifying appropriate candidates for Sonus to acquire or merge
with among the universe of competitive telecommunications
companies in North America; and
2. Providing appropriate research as to such candidates; and
3. Analyzing proposals for the acquisition of, or merger of Sonus
into, a third-party; and
4. Reporting the results of these efforts to Sonus' Board of
Directors via Sonus' President, and, if requested to do so,
directly to Sonus' Board of Directors; and
5. Other, related and ancillary functions as may be appropriate to
accomplish these enumerated functions.
In consideration of the performance of these services, Sonus shall pay
Flomenhaft the sum of $115,000 by tendering 1/12 of the total sum ($9,583.33) on
the first day of each month during which this Agreement is in effect.
The Parties agree that this Agreement does not contemplate any fees for
undertaking such a merger or acquisition, which fees shall be mutually agreed to
by both parties prior to completion of such a merger or acquisition.
The Parties further agree that Sonus shall reimburse Flomenhaft for reasonable
out-of-pocket expenses associated with Flomenhaft's fulfilling its
responsibilities under this Agreement. Flomenhaft has Sonus' prior written
permission for such travel. If Sonus shall fail to perform its obligations
according to the terms of this Agreement, then Sonus shall pay to Flomenhaft, as
liquidated damages, the then-unpaid balance of $115,000.
This Agreement shall be construed under the laws of the State of New York except
for its laws as to choice of laws.
In witness whereof, we have this date set our signatures below:
For Sonus: ▇▇▇▇ ▇▇▇▇▇▇▇▇, President For Flomenhaft ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, Principal, President
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212.285.4300
212.285.2262
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