Exhibit  10.21  Consultant  Agreement  with  Marcia  A.  Pearlstein

                              CONSULTANT AGREEMENT

This CONSULTANT AGREEMENT (the "Agreement") is effective as of December 23, 2003
by  and  between  Telecommunication Products Inc., a Colorado corporation or its
successors  or  assigns (the "Company"), and Marcia A. Pearlstein, an individual
(the  "Executive"),  and  is  made  with  reference  to  the  following  facts:

A.  Company  is  engaged  in  the  telecommunications  business;

B. Company desires to retain the services of Executive, and Executive is willing
to  provide  such  services  to  the  Company;

C.  Company  and  Executive  desire  to enter into this Agreement to provide for
Executive's employment by the Company upon the terms and conditions set forth in
this  Agreement.

NOW,  THEREFORE,  in  consideration of the foregoing facts and mutual agreements
set  forth  below, the parties, intending to be legally bound, agree as follows:

1.  Employment.  The  Company  hereby  agrees to employ Executive, and Executive
hereby  accepts  such  employment  and  agrees to perform Executive's duties and
responsibilities  in  accordance  with  the terms and conditions hereinafter set
forth.

1.1  Employment  Term.  The  term of Executive's employment under this Agreement
shall  commence  as of the date hereof (the "Effective Date") and shall continue
for  one  (1)  year,  unless terminated in accordance with Section 5 hereof. The
period  commencing  as of the Effective Date, and ending one (1) year thereafter
or  such  later  date  to  which  the  term  of Executive's employment under the
Agreement  shall  have  been extended by written mutual agreement is hereinafter
referred  to  as  the  "Employment  Term."

1.2  Duties  and  Responsibilities.  During the Employment Term, Executive shall
serve  as  a member of the Board of Directors, as Corporate Secretary and as the
Interim Chief Financial Officer of the Company and perform all duties and accept
all  responsibilities  incident  to such position or other appropriate duties as
may be reasonably assigned to Executive by the Company's Board of Directors (the
"Board")  from  time  to  time  consistent  with  Executive's status as a senior
executive.

1.3  Base  Salary.  For all the services rendered by Executive hereunder for the
Company,  the  Company  shall pay Executive a base salary (the "Base Salary") at
the  minimum  annual  rate  of $36,000 per annum (payable in accordance with the
Company's  then  applicable  payroll  policies) as compensation for all services
rendered  by Executive hereunder. The Base Salary shall be subject to all state,
federal,  and  local payroll tax withholding and any other withholdings required
by  law.  Following  each  year  after  the  Effective  Date, Executive shall be
reviewed  by the Company's Board to determine whether a raise in the Base Salary
and  other  additional compensation and benefits is appropriate, in the sole and
absolute  discretion  of  the  Board;  provided,  however, that at no time shall
Executive's  Base  Salary  be  less  than  $36,000  per  annum.

1.4  Benefit  Coverages. During the Employment Term, Executive shall be entitled
to  participate  in  all employee pension and welfare benefit plans and programs
made  available  to  the  Company's senior level executives as a group or to its
employees  generally,  as  such  plans or programs may be in effect from time to
time  (the  "Benefit Coverages"), including, without limitation, pension, profit
sharing,  savings  and  other  retirement  plans  or  programs, medical, dental,
hospitalization,  short-term  and long-term disability and life insurance plans,
accidental  death  and  dismemberment  protection and travel accident insurance.

1.5  Performance  Bonuses.  Within ninety (90) days after the end of each fiscal
year  of the Company, which is currently March 31st, during the Employment Term,
the  Executive  will be eligible to receive a bonus (the "Performance Bonus") in
an  amount  as  determined at the discretion of the Board of the Company. To the
extent  that,  for  any  given  year  of the Employment Term, Executive has been
employed  for less than the full year, the Performance Bonus shall be reduced on
a  pro  rata  basis for the amount of time actually worked during such year. All
bonus  payments  shall  be  subject  to  customary withholdings required by law.

1.6  Vacations  and  Holidays.  Each year, the Executive shall be entitled to an
aggregate  of four (4) weeks' paid vacation plus holidays in accordance with the
Company's policies, as amended from time to time, for senior executive officers.

2.  Confidential  Information.

2.1  Executive  recognizes  and  acknowledges  that  by  reason  of  Executive's
employment  by  and  service  to  the Company before, during and, if applicable,
after  the  Employment  Term, Executive will have access to certain confidential
and  proprietary  information relating to the Company's business, as well as the
businesses,  which  may  include,  but  is  not limited to, trade secrets, trade
"know-how,"  product  development techniques and plans, formulas, customer lists
and  addresses,  cost  and  pricing information, marketing and sales techniques,
strategy  and programs, computer programs and software and financial information
(collectively referred to as "Confidential Information"). Executive acknowledges
that  such  Confidential  Information  is  a  valuable  and  unique asset of the
Company,  and  Executive covenants that he will not, unless expressly authorized
in  writing by the Company, as the case may be, at any time during the course of
Executive's  employment  use any Confidential Information or divulge or disclose
any  Confidential  Information  to  any  person,  firm  or corporation except in
connection  with  the performance of Executive's duties for the Company and in a
manner  consistent  with  the  Company's  policies  regarding  Confidential
Information.  Executive also covenants that at any time after the termination of
such  employment,  directly  or  indirectly,  he  will  not use any Confidential
Information  or  divulge or disclose any Confidential Information to any person,
firm  or corporation, unless such information is in the public domain through no
fault  of  Executive  or except when required to do so by a court of law, by any
governmental  agency  having  supervisory  authority  over  the  business of the
Company  or  by  any  administrative  or legislative body (including a committee
thereof)  with  apparent jurisdiction to order Executive to divulge, disclose or
make  accessible  such  information.  All  written  Confidential  Information.
(including,  without  limitation,  in  any  computer or other electronic format)
which  comes  into  Executive's  possession  during  the  course  of Executive's
employment  shall  remain the property of the Company as the case may be. Except
as  required in the performance of Executive's duties for the Company, or unless
expressly  authorized  in writing by the Company, Executive shall not remove any
written Confidential Information from the Company's premises, or the premises of
the  other,  as  the  case  may be, except in connection with the performance of
Executive's  duties  for  the  Company,  as  the  case  may  be, and in a manner
consistent  with  the  Company's  policies  regarding  Confidential Information.

Upon  termination  of  Executive's  employment,  the  Executive agrees to return
immediately  to  the  Company,  as  the  case  may  be, all written Confidential
Information  (including, without limitation, in any computer or other electronic
format)  in  Executive's  possession.

3.  Non-Competition;  Non-Solicitation.

3.1  During  Executive's  employment  by the Company, Executive will not, except
with  the  prior  written  consent  of  the  Board, directly or indirectly, own,
manage,  operate,  join,  control,  finance  or  participate  in  the ownership,
management,  operation,  control or financing of, or be connected as an officer,
director,  Executive,  partner,  principal, agent, representative, consultant or
otherwise  with  other than existing relationships and contractual relationships
to use or permit Executive's name to be used in connection with, any business or
enterprise  (a  "Competitor")  which  competes  with  the  Company or generates,
directly  or  indirectly, for itself or others revenues from the type of product
and  services  provided  by  the  Company  or  its affiliates during Executive's
employment  by  the  Company.

3.2  The foregoing restrictions shall not be construed to prohibit the ownership
by  Executive  of  less than five percent (5%) of any class of securities of any
corporation  which  is  a  Competitor  having  a  class of securities registered
pursuant  to  the  Securities  Exchange  Act  of 1934, as amended (the "Exchange
Act"),  provided  that  such  ownership represents a passive investment and that
neither  Executive  nor  any  group  of  persons including Executive in any way,
either  directly  or  indirectly,  manages  or  exercises  control  of  any such
corporation,  guarantees  any  of its financial obligations, otherwise takes any
part in its business, other than exercising Executive's rights as a shareholder,
or  seeks  to  do  any  of  the  foregoing.

3.3 Executive further covenants and agrees that during Executive's employment by
the  Company and for the period of twenty-four (24) months thereafter, Executive
will  not, directly or indirectly, (i) solicit, divert, take away, or attempt to
solicit,  divert  or take away, any of the Company's customers or (ii) encourage
any  customer  to  reduce  its  patronage  of  the  Company.

3.4  Without  limiting  the  generality  of the foregoing, Executive agrees that
during  Executive's  employment by the Company and for the period of twenty-four
(24)  months  thereafter,  he  will  not,  directly  or  indirectly, solicit any
customer  to retain from any other person, firm or entity any services of a type
generally  similar  to  or  competitive  with the product and/or services of the
Company  during  the  period  of  Executive's  employment  by  the  Company.

3.5 Executive further covenants and agrees that during Executive's employment by
the  Company and for the period of twenty-four (24) months thereafter, Executive
will not, directly or indirectly, solicit or hire, or encourage the solicitation
or  hiring  of any person who was an Executive of the Company at any time during
the term of Executive's employment by the Company by any employer other than the
Company  for any position as an Executive, independent contractor, consultant or
otherwise. The foregoing covenant of Executive shall not apply to (i) any person
whom  Executive  employed  prior  to  the  formation of the Company, or (ii) any
person  after  a period of twelve (12) months has elapsed subsequent to the date
on  which  such  person's  employment  by  the  Company  has  terminated.

4.  Equitable  Relief.

4.1.  Executive  acknowledges  and  agrees  that  the  restrictions contained in
Sections  2  and  3  are  reasonable  and  necessary to protect and preserve the
legitimate  interests,  properties, goodwill and business of the Company and its
affiliates,  that  the Company would not have entered into this Agreement in the
absence of such restrictions and that irreparable injury will be suffered by the
Company  should  Executive  breach  any  of  the  provisions  of those sections.
Executive  represents  and  acknowledges  that  (i)  he  has been advised by the

Company  to  consult  Executive's own legal counsel in respect to this Agreement
and (ii) that he has had full opportunity, prior to execution of this Agreement,
to  review  this  Agreement  thoroughly  with  Executive's  counsel.

4.2.  Executive  further  acknowledges  and  agrees  that a breach of any of the
restrictions  in  Sections  2 and 3 cannot be adequately compensated by monetary
damages.  Executive agrees that the Company shall be entitled to preliminary and
permanent injunctive relief, without the necessity of proving actual damages, as
well  as  an  equitable  accounting  of all earnings, profits and other benefits
arising  from  any  violation  of  Sections 2 or 3 hereof, which rights shall be
cumulative  and in addition to any other rights or remedies to which the Company
may  be  entitled.  In  the event that any of the provisions of Sections 2 and 3
hereof  should  ever  be  adjudicated to exceed the time, geographic, service or
other  limitations  permitted  by  applicable law in any jurisdiction, it is the
intention  of  the parties that the provisions shall be amended to the extent of
the  maximum  time,  geographic,  service  or  other  limitations  permitted  by
applicable  law, that such amendment shall apply only within the jurisdiction of
the  court that made such adjudication and that the provision be enforced to the
maximum  extent  permitted  by  law.

4.3  Executive  irrevocably and unconditionally (i) agrees that any suit, action
or  other  legal  proceeding  arising  out of Sections 2 or 3 hereof, including,
without  limitation,  any  action  commenced  by the Company for preliminary and
permanent  injunctive  relief  and other equitable relief, may be brought in the
United  States District Court for the Central District of California, or if such
court  does  not have jurisdiction or will not accept jurisdiction, in any court
of  general jurisdiction in Los Angeles County, California; (ii) consents to the
non-exclusive  jurisdiction  of  any  such  court  in  any  such suit, action or
proceeding;  and  (iii)  waives  any  objection  which Executive may have to the
laying  of  venue  of  any  such  suit,  action or proceeding in any such court.
Executive  also  irrevocably  and unconditionally consents to the service of any
process,  pleadings, notices or other papers in a manner permitted by the notice
provisions  of  Section  7  hereof.

4.4  Executive  agrees  that  for  a  period  of  five  (5)  years following the
termination  of  Executive's  employment by the Company, Executive will provide,
and that at all times after the date hereof the Company may similarly provide, a
copy  of  Sections  2  and  3  hereof  to  any  business or enterprise (i) which
Executive  may  directly  or  indirectly  own,  manage,  operate, finance, join,
control  or  participate  in  the ownership, management, operation, financing or
control  of,  or  (ii)  with  which  Executive  may  be connected as an officer,
director,  employee,  partner,  principal,  agent, representative, consultant or
otherwise,  or  in connection with which Executive may use or permit Executive's
name  to  be  used;  provided,  however,  that this provision shall not apply in
respect  of  Section  3  hereof  after  expiration  of the time period set forth
therein.

5.  Termination.  The Employment Term shall terminate upon the occurrence of any
one  of  the  following  events:

5.1  Disability.  The  Company may terminate the Employment Term if Executive is
unable  substantially  to  perform  Executive's  duties  and  responsibilities
hereunder  to the full extent required by the Board by reason of illness, injury
or  incapacity (a "Disability") for six (6) consecutive months, or for more than
six  (6)  months  in  the  aggregate  during  any period of twelve (12) calendar
months;  provided, however, that the Company shall continue to pay Executive the
Base Salary then in effect for the balance of the then remaining Employment Term
determined  without  reference  to  such  termination (the "Remaining Employment
Term"),  but  the amount the Company shall be required to pay Executive shall be
reduced  by the amount of any disability payments received by Executive pursuant
to  the  Benefit  Coverages.  In  addition,  Executive  shall be entitled to the
following:  (i)  a pro rata bonus, if any, for the year of termination; (ii) any
other  amounts  earned, accrued or owing but not yet paid under Section 1 above;
(iii)  the  continued  right  to exercise any vested stock option, if any, for a
period  of  one  (1)  year  following  the date of Executive's termination; (iv)
continued  participation  for  the  Remaining  Employment  Term in those Benefit

Coverages in which Executive was participating on the date of termination which,
by  their  terms,  permit  a  former  employee to participate; and (v) any other
benefits  in  accordance  with  applicable plans and programs of the Company. In
such  event,  the  Company  shall  have  no  further  liability or obligation to
Executive for compensation under this Agreement except as otherwise specifically
provided  in this Agreement. Executive agrees, in the event of a dispute 5.1, to
submit  to a physical examination by a licensed physician selected by the Board,
provided  that  Executive's  own physician may be present at Executive's request
and  sole  expense.

5.2  Death.  The  Employment  Term  shall  terminate in the event of Executive's
death.  In  such  event,  the  Company shall pay to Executive's executors, legal
representatives  or  administrators,  as  applicable,  an  amount  equal  to the
installment  of  Executive's Base Salary set forth in Section 1.3 hereof for the
month  in which Executive dies and a pro rata share of any annual bonus to which
Executive  would  otherwise be entitled for the year in which such death occurs.
In  addition,  Executive's  estate  shall  be  entitled to (i) any other amounts
earned,  accrued  or  owing  but  not  yet  paid under Section 1 above; (ii) the
continued right to exercise any vested stock option for a period of one (1) year
following  the  date  of  death; and (iii) any other benefits in accordance with
applicable  plans and programs of the Company. The Company shall have no further
liability  or  obligation  under  this Agreement to Executive's executors, legal
representatives,  administrators,  heirs or assigns or any other person claiming
under  or  through  Executive  except as otherwise specifically provided in this
Agreement.

5.3  Cause.  The  Company  may  terminate  the Employment Term, at any time, for
"cause" upon thirty (30) days' written notice, in which event all payments under
this  Agreement  shall  cease,  except  for  Base  Salary  to the extent already
accrued.  For  purposes  of  this  Agreement,  Executive's  employment  may  be
terminated  for  "cause"  (i)  if  Executive  is convicted of a felony; (ii) any
material  neglect or breach of duty by Executive, or any failure by Executive to
perform  such  duties  as may be delegated to Executive from time to time; (iii)
any  willful  breach  of duty by Executive in the course of his employment; (iv)
any material breach of any provision of this Agreement; or (v) Executive commits
theft,  larceny,  embezzlement,  or  fraud,  any acts of dishonesty, illegality,
moral turpitude or gross mismanagement as determined in good faith by the Board,
whose  determination shall be final and binding; provided, however, with respect
to  items  (ii) and (iii), thirty (30) days' written notice must be given by the
Company  to Executive the first offense, which Executive shall have the right to
cure  to  the  Board's satisfaction. No such advance notice shall be required to
terminate  for  "cause"  with  respect  to  the  next  offense.

5.4  Termination  Without  Cause.  The Company may remove Executive, at any time
prior  to  the  end  of  the Employment Term, without cause from the position in
which  Executive  is employed hereunder (in which case the Employment Term shall
be  deemed  to  have  ended)  upon  not less than sixty (60) days' prior written
notice  to  Executive;  provided, however, that in the event that such notice is
given,  Executive shall be under no obligation to render any additional services
to  the  Company  and,  subject  to the provisions of Section 3 hereof, shall be
allowed  to  seek  other  employment.  Upon any such removal, Executive shall be
entitled  to  receive  as  liquidated  damages for the failure of the Company to
continue  to  employ  Executive,  only  the  amount  due  to Executive under the
Company's  then-current  severance  pay plan for employees. No other payments or
benefits  shall  be due under this Agreement to Executive, except that Executive
shall  be  entitled  to  receive  payments  or  benefits under the then-existing
Benefit  Coverages  in  which  Executive is participating in accordance with the
respective  terms  of  such  Benefit Coverages. Notwithstanding any provision in
this  Agreement or the TCPD Stock Option Agreement to the contrary, if Executive
is  terminated  by the Company without cause after the first twelve (12) months,
an  amount  equal to the lesser of one-half (1/2) of the remaining options to be
vested under the then-remaining Employment Term or twelve (12) additional months
of  vesting  shall  be  vested and exercisable in accordance with the TCPD Stock
Option  Agreements.

Notwithstanding  the  foregoing,  upon such removal, without cause under Section
5.4.,  in  the  event  that  Executive executes a written release of any and all
claims  against  the Company and all related parties with respect to all matters
arising  out  of  Executive's  employment by the Company (other than Executive's
entitlement  under any stock options, employee benefit plan or program sponsored
by  the  Company  in  which Executive participated and under which Executive has
accrued  a benefit), and the termination thereof, Executive shall be entitled to
receive,  in  lieu  of  the  payment  described in subsection 5.4. hereof, which
Executive  agrees  to  waive,  (i)  in equal monthly installments, as liquidated
damages  for  the  failure  of  the  Company to continue to employ Executive, an
amount  equal to the amount of Executive's Base Salary and annual bonus, if any,
for  the lesser of the Remaining Employment Term or twelve (12) months, provided
that  Executive  remains  in  compliance with the provisions of Sections 2 and 3
hereof; (ii) continuation of those Benefit Coverages as in effect at the time of
such  termination  or  removal,  or  to receive cash in lieu of such benefits or
premiums,  as  applicable, where such Benefit Coverages may not be continued (or
where  such  continuation  would  adversely  affect  the  tax status of the plan
pursuant  to  which  the  Benefit  Coverage is provided) under applicable law or
regulation,  for  the  lesser  of  the  Remaining Employment Term or twelve (12)
months;  (iii) any other amounts earned, accrued or owing but not yet paid under
Section 1 above; and (iv) any other benefits in accordance with applicable plans
and  programs  of  the  Company.

6.  Survivorship. The respective rights and obligations of the parties hereunder
shall  survive  any  termination  of  the  Executive's  employment to the extent
necessary  to  the  intended  preservation  of  such  rights  and  obligations

7.  Notices.  All  notices, requests, demands and other communications hereunder
shall  be  in writing and shall be deemed to have been duly given when delivered
personally,  by  facsimile  transmission,  or  when  mailed,  by  United  States
certified  or registered mail, prepaid, to the parties or their assignees at the
following  addresses  or facsimile numbers (or at such other address as shall be
given  in  writing  by  any  party):

If  to  the  Company:

Telecommunication  Products,  Inc.
Attn:  Board  of  Directors
c/o  Amy  Trombly,  Esq.
9171  Wilshire  Boulevard,  Suite  B
Beverly  Hills,  California  90210
Telephone:  310-281-2571
Facsimile:  310-275-3957

If  to  Executive:

Marcia A Pearlstein
9171  Wilshire  Boulevard,  Suite  B
Beverly  Hills,  California  90210
Telephone:  310-281-2571
Facsimile:  310-275-3957

or to such other names or addresses as the Company or Executive, as the case may
be,  shall  designate by notice to each other person entitled to receive notices
in  the  manner  specified  in  this  section.

8.  Arbitration;  Expenses.  In the event of any dispute under the provisions of
this  Agreement  other  than  a dispute in which the sole relief is an equitable
remedy such as an injunction, the parties shall be required to have the dispute,
controversy  or  claim  settled  by  arbitration  in  the  City  of Los Angeles,
California in accordance with the commercial arbitration rules then in effect of
the  American  Arbitration  Association.

9.  Governing  Law.  This  Agreement  shall  be  governed  by  and  construed in
accordance  with the laws of the State of California as if this Agreement was to
be performed entirely within the State of California by residents of such State,
and  without  reference  to  principles  of  conflicts  of  laws.

10.  Further  Assurances.  Each of the parties agrees that from time to time, at
the  request  of  any  other party and without further consideration or consent,
they will execute and deliver such additional instruments as any other party may
reasonably  request  as  are  necessary  to  effectuate  the  purposes  of  this
Agreement.

11.  Indemnification  by the Company. The Company hereby agrees and covenants to
full  and  completely  indemnify  and  defend  Executive  in  the performance of
Executive's  duties  to  the  fullest  extent  permitted  by applicable laws. In
addition,  as  of  the  Effective Date, the Company shall procure, and Executive
shall  be  covered  by  an  officer  and  director  liability  insurance policy.

12.  Attorneys'  Fees.  In  the  event any litigation, arbitration, mediation or
other proceeding ("Proceeding") is initiated by any party(ies) against any other
party(ies)  to enforce, interpret or otherwise obtain judicial or quasi-judicial
relief  in  connection  with  this  Agreement, the prevailing party(ies) in such
Proceeding shall be entitled to recover from the unsuccessful party(ies) (a) all
costs,  expenses,  actual  attorneys'  and  expert  witness fees, relating to or
arising  out  of  such  Proceeding  (whether  or not such Proceeding proceeds to
judgment),  and  (b)  any  post-judgment  or  post-award  proceeding, including,
without limitation, one to enforce any judgment or award resulting from any such
Proceeding.  Any  such  judgment or award shall contain a specific provision for
the  recovery  of  all  such  subsequently  incurred  costs,  expenses,  actual
attorneys'  and  expert witness fees. The arbitrator(s) or court shall determine
who  is the prevailing party, whether or not the dispute or controversy proceeds
to final judgment. Company and Executive expressly acknowledge that this section
is  not  intended  to  in  any way alter the parties' agreement that arbitration
shall be the exclusive method of resolving any dispute related to this Agreement
or  Executive's  employment  with the Company as set forth in Section 7. Company
and Executive agree that the reference to litigation in this section is included
so  that  the  prevailing party can recover its attorneys' fees and costs if (a)
either  party  files  a  lawsuit in violation of Section 7 (e.g., fees and costs
incurred  obtaining  a court order compelling arbitration); or (b) a court rules
that  the  arbitration  provision  in Section 7 is unenforceable for any reason.

13.  Entire  Agreement. All prior agreements, representations and understandings
between the parties are incorporated in this Agreement and schedules and exhibit
hereto,  which  together constitute the entire contract between the parties. The
terms  of  this  Agreement  are intended by the parties as a final expression of
their agreement with respect to such terms as are included herein and may not be
contradicted  by  evidence  of  any  prior  or  contemporaneous  written or oral
representations,  agreements  or understandings, whether express or implied. The
parties  further  intend  that  this  Agreement  constitutes  the  complete  and
exclusive  statement  of its terms and that no extrinsic evidence whatsoever may
be  introduced  in any judicial proceeding, if any, involving this Agreement. No
amendment or variation of the terms of this Agreement shall be valid unless made
in  writing  and  signed  by  each  of  the  parties.

14.  Venue  and  Jurisdiction.  For  purposes  of  venue  and jurisdiction, this
Agreement  shall  be deemed made and to be performed in the City of Los Angeles,
California.

15.  Counterparts;  Facsimile.  This  Agreement  may  be executed in one or more
counterparts,  each  of  which  shall  be  deemed  an original, but all of which
together  shall  constitute  one  and the same instrument. This Agreement may be
executed by facsimile (with originals to follow by United States mail), and such
facsimile  shall  be  conclusive evidence of the consent and ratification of the
signatories  hereto.

16.  Headings.  The headings of the various Sections of this Agreement have been
inserted only for convenience and shall not be deemed in any manner to modify or
limit  any  of  the provisions of this Agreement or be used in any manner in the
interpretation  of  this  Agreement.

17.  Interpretation.  Whenever  the  context  so requires, all words used in the
singular  shall  be  construed to have been used in the plural (and vice versa),
each  gender  shall  be  construed  to  include  any other genders, and the word
"person"  shall be construed to include a natural person, a corporation, a firm,
a  partnership,  a  joint  venture,  a  trust,  an  estate  or  other  entity.

18.  Severability. If any provision of this Agreement shall be declared invalid,
illegal  or  unenforceable,  such  provision  shall be severed and all remaining
provisions  shall  continue  in  full  force  and  effect.

19. Successors-in-Interest and Assigns. This Agreement shall be binding upon and
shall  inure  to  the  benefit of the successors-in-interest and assigns of each
party  to  this  Agreement,  except  that  the  duties  and  responsibilities of
Executive  hereunder  are  of  a  personal nature and shall not be assignable or
delegable in whole or in part by Executive. Nothing in this Section shall create
any  rights  enforceable  by  any  other  persons not a party to this Agreement,
unless such rights are expressly granted in this Agreement to other specifically
identified  persons.

20.  Amendment  and Waiver. This Agreement may not be amended and the observance
of  any  term  of  this  Agreement  may  not be waived (either generally or in a
particular  instance  and  neither  retroactively or prospectively), without the
written  consent  of  the  parties  hereto.

21.  Beneficiaries;  References.  Executive  shall  be  entitled,  to the extent
permitted  under  any  applicable  law,  to  select  and change a beneficiary or
beneficiaries to receive any compensation or benefit payable hereunder following
Executive's  death by giving the Company written notice thereof. In the event of
Executive's  death  or  a  judicial  determination  of Executive's incompetence,
reference  in this Agreement to Executive shall be deemed, where appropriate, to
refer  to  Executive's  beneficiary,  estate  or  other  legal  representative.

IN  WITNESS  WHEREOF,  the  undersigned,  intending  to  be  legally bound, have
executed  this  Agreement  as  of  the  date  first  above  written.

Telecommunication  Products,  Inc.
a  Colorado  corporation

By::/s/  Robert  C.  Russell
    -------------------------
    --------------------------------------
    Robert  C.  Russell
    Director,  President  and  Chief  Executive  Officer

EXECUTIVE

By:  s/  Marcia  Pearlstein
    --------------------------------------
    Marcia  A.  Pearlstein
    Director,  Secretary  &  Interim  Chief  Financial  Officer