Exhibit 10.1

                            PROFESSIONAL  SERVICES  AGREEMENT

This  Professional  Services  Agreement (the "Agreement") is made by and between
Telecommunication  Products, Inc., a Colorado Corporation with Principal offices
located  at 9171 Wilshire Blvd, Suite B, Beverly Hills California 90210 ("TCPD")
and  Multimedia  Technologies,  Inc.  ("MMT"),  a  Delaware corporation with the
office  located  at  Yakubovskogo  Str.  24-I-127,  220000  Minsk,  Belarus.

     This  Agreement  covers the purchase and license of consulting, development
and  other  services from MMT, pursuant to orders placed by TCPD and accepted by
MMT  after  the  effective  date  of  this  Agreement.

This Agreement includes the following attachments, which are incorporated herein
by  this  reference:
Schedule  1          MMT  Development  and  Programming  Services
Schedule  2          Additional  Services.


Any  notice  required  or  permitted under this Agreement will be in writing and
delivered to the address set forth below, or to such other notice address as the
other  party  has  provided  by  written  notice.

     THIS  AGREEMENT,  INCLUDING  THE  ATTACHMENTS LISTED ABOVE, CONSTITUTES THE
COMPLETE  AND  EXCLUSIVE  UNDERSTANDING  OF  THE  PARTIES  WITH REFERENCE TO THE
SUBJECT  MATTER  HEREOF, AND SUPERSEDES ALL PRIOR SALES PROPOSALS, NEGOTIATIONS,
AGREEMENTS AND OTHER REPRESENTATIONS OR COMMUNICATIONS, WHETHER ORAL OR WRITTEN.
IF  THERE  IS  ANY  CONFLICT BETWEEN THE TERMS AND CONDITIONS OF TCPD'S PURCHASE
ORDER  (OR ANY OTHER PURCHASE OR SALES DOCUMENT) AND THE TERMS AND CONDITIONS OF
THIS  AGREEMENT,  THIS AGREEMENT SHALL CONTROL.  THIS AGREEMENT MAY BE MODIFIED,
REPLACED  OR  RESCINDED  ONLY  IN  WRITING,  AND  SIGNED  BY  A  DULY AUTHORIZED
REPRESENTATIVE  OF  EACH  PARTY.

Effective  date  of  this  Agreement:  September  1,  2003

AGREED:
Multimedia  Technologies,  Inc.                         Telecommunication
Products,  Inc.
Yakubovskogo  Str.  24-I-127                         9171 Wilshire Blvd, Suite B
220000  Minsk,  Belarus                              Beverly  Hills  California
90210


By:  /s/  Igor  Loginov                              By: /s/ Robert Russell
   --------------------
(Authorized  Signature)                              (Authorized  Signature)

____Igor  Loginov,  Director                         Robert Russell, President
    ------------------------                         and Chief Executive Officer
(Printed  Name  and Title     )                         (Printed Name and Title)



                                  ATTACHMENT 1
                                  ------------

                            MMT DEVELOPMENT SERVICES
                            ------------------------

1.     DEFINITIONS

     1.1.     "TCPD  VOD(s)" shall mean the so-called "Video-on-Demand" software
               ------------
for  delivering  and  viewing  movie files on the client's computer and also for
producing  the  Content,  to  be  developed  or  serviced  by  MMT hereunder, as
identified  in  the  appropriate  Schedule(s).

1.2.     "Development  and Engineering Services" shall mean design, programming,
          -------------------------------------
engineering development, knowledgebase creation and set-up services as necessary
to modify existing MMT technology, trade secrets and know-how to produce the MMT
Software  and  other  elements  of  the  TCPD  VOD,  and/or any other consulting
services  rendered  hereunder  as  identified  in  the  appropriate  schedules
("Schedule(s)")  attached  hereto.

1.3.     "MMT  Software"  shall  mean  all  engineered computer program code and
          -------------
other  results  and  proceeds  of  MMT's  services  hereunder,  including  the
engineering  and development of Video on demand ("VOD") (also including tools to
produce  the  Content)  that  are  delivered  by  MMT  to  TCPD pursuant to this
Agreement.   Such  MMT Software shall be provided in source code form unless the
parties  mutually  agree  in  writing  to  delivery  of  object  code.

1.4.     "Content" shall mean data, text, audio files, video files, graphics and
          -------
other  materials  provided  by TCPD or developed hereunder for use with the TCPD
VOD,  but  excluding  the  MMT  Software.



2.     SERVICES

     2.1.     Development  Services.  MMT  shall  render Development Services in
              ---------------------
accordance  with  the  requirements set forth in Schedules attached hereto. Each
Schedule  for  new  services  shall be successively numbered (e.g., 1, 2, etc.).
Each schedule shall be executed by the parties and shall be subject to the terms
and  conditions  of  this  Agreement.  MMT  shall  provide qualified and trained
personnel to render such services and shall use reasonable commercial efforts to
meet  the  delivery  schedule  set  forth  in  the  applicable  Schedules.  Any
additions,  deletions or other changes to a Schedule shall be mutually agreed to
in  writing  in  advance  by both parties and shall be memorialized in a revised
Schedule  pursuant  to  the  procedure set forth in Section 2.6 below for Change
Orders.  All  services  shall  be  performed  at  MMT's offices unless otherwise
agreed  by  the  parties.  In  the  event  that services are performed at TCPD's
location,  TCPD shall provide MMT at no charge with all necessary facilities and
equipment,  including  without limitation, computer time on TCPD's computers and
office  space,  sufficient  to render the services contemplated hereunder.  TCPD
shall  deliver  to  MMT  all Content selected by TCPD for incorporation into any
TCPD  VOD in digitized format in accordance with the delivery schedule set forth
in  the  applicable  Schedule(s).  In  the  event that TCPD fails to deliver the
Content in accordance with the delivery schedule, the development schedule shall
be  extended  by  the  number  of days that delivery of the Content was delayed,
unless  MMT  notifies TCPD that this extension will not rectify MMT's scheduling
interruption  resulting  from  TCPD's  delay  and  such delay may also result in
additional  charges to TCPD. in which case the parties shall mutually agree upon
a  new  delivery  schedule  and  fees  with  respect  to  the  rendition  of the
Development  Services.

     2.2.     Acceptance  of  Deliverables.  Within  fifteen (15) days after the
              ----------------------------
delivery to TCPD of any deliverable pursuant to any Schedule, TCPD shall provide
MMT  with written notice of any failure of any deliverable to materially conform
to  the  functional  specifications set forth in the in the applicable Schedule.
MMT  and  TCPD  shall  review  the  objections,  and  MMT  will use commercially
reasonable  efforts  to correct any material nonconformities with the functional
specifications  and  provide TCPD with a revised deliverable within fifteen (15)
days.  TCPD  shall  have deemed to have accepted the deliverable if MMT does not
receive written notice of TCPD's objections within said fifteen (15) day period.

     2.3.     Domain  Name  Registration  Services.  If domain name registration
              ------------------------------------
services  are  included  in  the Schedule, MMT shall use commercially reasonable
efforts  to assist TCPD in registering an Internet domain name selected by TCPD.
TCPD  will  be  solely  responsible  for  all  out-of-pocket costs and all legal
clearances  regarding  name  selection  and  registration.

     2.4.     Maintenance  Services.  If  TCPD  desires  to purchase maintenance
              ---------------------
services  from  MMT for the TCPD VOD, the parties shall execute the then current
MMT  Maintenance  Services  Agreement  and MMT shall render maintenance services
pursuant  to  the  terms  and  conditions  of  such  agreement.

     2.5.     Hosting  Services.  If  TCPD  desires to purchase hosting services
              -----------------
from  MMT  for  the  TCPD  VOD,  the  parties shall execute the then current MMT
Hosting  Services  Agreement,  and MMT shall render hosting services pursuant to
the  terms  and  conditions  of  such  agreement.

     2.6.     Change  Orders.  If  TCPD  desires  to make changes to an existing
              --------------
Schedule,  the  parties  shall  mutually  agree  upon  an  additional or revised
Schedule  for  each  new  Change Order. Each such Schedule shall be successively
numbered  (e.g.,  1.A,  1.B,  etc.)  and  shall be executed by the parties.  Any
revised  Schedule(s)  shall  be  subject  to  the  terms  and conditions of this
Agreement.



3.     OWNERSHIP  AND  LICENSE  RIGHTS

     3.1.     Property  Rights  and  Ownership.  The TCPD Technologie(s) and all
              --------------------------------
other  results  and  proceeds of MMT's services hereunder, shall consist of, and
shall  operate  in conjunction with, multiple elements of intellectual property,
including  without  limitation the MMT and VOD developed and engineered Software
and  the TCPD Content.  The parties' respective rights to such elements shall be
as  set  forth below. For purposes of this Agreement, the term "ownership" shall
refer  to  ownership  of  all  intellectual  property  rights including, but not
limited  to,  all  patent,  copyright,  trade  secret  and  trademark rights, as
applicable,  with  respect  to  the  subject  intellectual  property.

<PAGE>


               Intellectual Property Elements     Ownership/Rights
               ------------------------------     ----------------

Computer  programs  in object and source code engineered and created for TCPD by
MMT  and  accepted and paid for by TCPD, as well as all commissioned engineering
and knowledgebase creation developed specifically for TCPD for use in connection
with  this  Agreement and paid for by TCPD, except algorithms formerly developed
by  MMT and used in their products.     TCPD has sole ownership of VOD software.

Commercially  available  third-party software which is incorporated into the MMT
Software.     Third-parties may have ownership only if TCPD shall consent to any
all  third-party  software  that TCPD may need to license at TCPD's own expense.
MMT Software and programming and engineering services developed by or for MMT in
connection with this Agreement for TCPD.     TCPD has sole ownership of such VOD
Software.  TCPD  shall be granted a license to use the MMT Software as set forth
in  Section  3.2.

MMT supplied material developed generally to support MMT products and/or service
offerings  (e.g.  httpd  configuration).     MMT  has  sole  ownership  of  such
developed  material.  TCPD  shall be granted an exclusive license to use the MMT
Software  as  set  forth  below.


     3.2.     License  to TCPD.  MMT grants TCPD an exclusive license to use the
              ----------------
developed  programming,  engineering,  knowledgebase  creation  and  design  of
software  developed  by MMT for the VOD Software on multiple computers in object
code  version only to operate and display the TCPD VOD in order for end users to
access the TCPD VOD. The foregoing license shall constitute an exclusive license
to use the MMT and VOD Software on multiple computers in object code version for
any  of  TCPD's needs.  TCPD may transfer the MMT or VOD Software to a different
computer  so long as the Software is not retained on the prior computer on which
it  was  initially  installed  other  than as a permitted backup copy.  TCPD may
grant  a  sublicense  to  a  third party that TCPD engages to host the TCPD VOD;
provided, that such third party agrees in writing to be bound by the license and
confidentiality  restrictions  set  forth  in this Agreement.  MMT is prohibited
from  duplicating and/or distributing any VOD Software without the prior written
consent  of  TCPD;  provided, however that MMT may copy the VOD Software only as
needed  for reasonable ordinary backup or disaster recovery procedures.  MMT may
use  the  backup  copies  only if the installed copy is lost or destroyed or the
hardware  on  which the installed copy is installed becomes inoperable, provided
that the use of said backup copies is discontinued immediately when the original
hardware  becomes  operable.

     3.3.     Supporting Documents.  Each party agrees to execute any additional
              --------------------
documents  deemed  reasonably necessary to effect and evidence the other party's
rights  with  respect  to  the  intellectual  property elements set forth above.

     3.4.     No  Reverse  Engineering.  All  rights  not  expressly  granted
              ------------------------
hereunder  are  reserved  by  MMT.  Without limiting the foregoing, TCPD may not
reverse engineer, reverse assemble, decompile or otherwise attempt to derive the
source  code  from  the  MMT Software which is mutually agreed in writing by the
parties  to  deliver  in  object  code  form.

     3.5.     Proprietary Notices.  All copies of the MMT Software and other MMT
              -------------------
supplied  materials  used  by TCPD shall contain copyright and other proprietary
notices  in  the  same  manner in which MMT incorporates such notices in the MMT
Software  or  in  any other manner requested by MMT.  TCPD agrees not to remove,
obscure  or  obliterate  any  copyright  notice,  trademark or other proprietary
rights  notices  placed  by  MMT  on  or  in  the  MMT  Software.


4.     PAYMENT

     4.1.     Development  Services. In consideration for the performance of the
              ---------------------
Development  Services,  TCPD  shall  pay  to  MMT  the  amounts set forth in the
applicable  Schedule,  on  the payment dates set forth in such Schedule.  In the
event  that  MMT  renders  services  at  TCPD's  location,  TCPD  shall  pay the
reasonable  travel,  living  and  related  expenses  for MMT personnel rendering
services  at  TCPD's  location.  All  services  hereunder shall be rendered on a
per-project  basis;  provided, however, that in the event that the parties agree
that  any services hereunder will be rendered on a time and materials basis, all
work  will  be  billed at MMT's standard hourly rates, which may be revised from
time  to  time by MMT, in its sole discretion, upon written notice to TCPD.  For
time  and  materials  billing,  amounts  set  forth  in  the applicable Schedule
represent  an  estimate  of  the hours required to complete the work outlined in
such  Schedule;  in  the  event  that actual hours incurred to complete the work
exceed  those  included  in  the  estimate, MMT will notify TCPD, and additional
hours  will  be  billed  at  MMT's  standard  hourly  rates.

     4.2.     Maintenance  Services.  If  the  parties  have  entered into a MMT
              ---------------------
Maintenance Services Agreement, TCPD shall pay MMT the amounts set forth in said
Maintenance  Services  Agreement.

     4.3.     Hosting Services.   If the parties have entered into a MMT Hosting
              ----------------
Services  Agreement,  TCPD  shall  pay MMT the amounts set forth in said Hosting
Services  Agreement.

     4.4.     Taxes.   In  addition  to  the  fees  due as specified above, TCPD
              -----
shall  pay any and all federal, state and local sales, use, value added, excise,
duty  and  any  other  taxes  of any nature assessed upon or with respect to the
license  granted  hereunder,  arising  from this Agreement, except that taxes on
MMT's  income  shall  be  the  sole  responsibility  of  MMT.

4.5.     Payments. All payments made pursuant to this Agreement shall be made in
         --------
U.S.  Dollars  are  due thirty (30) days from the date of invoice. Late payments
shall  bear interest at one and one-half percent (1.5%) per month or the maximum
rate  permitted  by  law,  whichever  is  less.


5.     LIMITED  WARRANTY

     5.1.     Software  Warranty.  Subject  to the limitations set forth in this
              ------------------
Agreement,  MMT  warrants only to TCPD that the MMT Software furnished hereunder
when  properly  installed,  properly  used  and  unmodified  by  TCPD,  will
substantially  conform  to  the  functional  specifications  set  forth  in  the
applicable  Schedule.  MMT's  warranty  shall extend for a period of ninety (90)
days  from  the  date that the final deliverables specified in each Schedule are
delivered  to  TCPD  ("Warranty  Period").  MMT's sole responsibility under this
Section  5.1  shall  be to use reasonable commercial efforts to promptly correct
material  errors,  or  at  MMT's  option, to refund TCPD's fees paid for the MMT
Software  after deinstallation and return thereof.  All warranty claims not made
in  writing  or  not  received by MMT within the Warranty Period shall be deemed
waived.  MMT's  warranty obligations are solely for the benefit of TCPD, who has
no  authority to extend or transfer this warranty to any other person or entity.

     5.2.     MMT  DOES  NOT  WARRANT  THAT  THE USE OF THE MMT SOFTWARE WILL BE
UNINTERRUPTED  OR  ERROR  FREE  OR  THAT  THE  SPECIFICATIONS  WILL  MEET TCPD'S
REQUIREMENTS.  EXCEPT FOR THE EXPRESS WARRANTIES STATED ABOVE, MMT DOES NOT MAKE
ANY  WARRANTY  AS  TO THE MMT SOFTWARE OR THE SERVICES PROVIDED HEREUNDER OR THE
RESULTS  TO  BE  OBTAINED  FROM USE OF THE MMT SOFTWARE.  EXCEPT FOR THE EXPRESS
WARRANTIES  SET  FORTH  ABOVE,  THE  MMT  SOFTWARE  IS USED AND THE SERVICES ARE
PROVIDED  ON  AN "AS-IS" BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR
IMPLIED,  INCLUDING  BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY OR FITNESS
FOR  A  PARTICULAR  PURPOSE  OR  USE  WITH  RESPECT  TO  THE  INTERNET OR USE OF
INFORMATION  IN  CONNECTION  WITH  THE  SOFTWARE.


6.     INTELLECTUAL  PROPERTY  INDEMNIFICATION

     6.1.     MMT.
              ---

     6.1.1.     MMT  shall have no liability for any claim of infringement based
on  (i)  use by TCPD of other than the current update of the MMT Software if the
infringement  would  have  been  avoided  by  uses  of  the current update; (ii)
modifications, adaptations or changes to the MMT Software not made by MMT; (iii)
the  combination  or use of the materials furnished hereunder with materials not
furnished  by MMT if such infringement would have been avoided by use of the MMT
materials  alone;  or  (iv) use or incorporation of Content or Modified Content.
In  the  event the MMT Software is held to, or MMT believes is likely to be held
to,  infringe  the intellectual property rights of a third party, MMT shall have
the  right  at  its  sole option and expense to (i) substitute or modify the MMT
Software  so  that  it  is  non-infringing  and  qualitatively  and functionally
equivalent to the MMT Software; (ii) obtain for TCPD a license to continue using
the  MMT  Software;  or  if neither (i) nor (ii) is commercially reasonable, MMT
shall have the right to terminate this Agreement immediately upon written notice
to  TCPD, and MMT shall make payment to TCPD of an amount equal to the fees paid
for  the  MMT Software, pro-rated over a three (3) year period commencing on the
Effective Date. This Section 6.1 sets forth TCPD's sole and exclusive remedy and
MMT's  sole  liability  for  intellectual  property  infringement  by  MMT.

     6.2.     TCPD.
              ----

     6.2.1.     TCPD  hereby  represents  and  warrants to MMT that (i) TCPD has
secured  all  necessary  consents,  permissions,  clearances, authorizations and
waivers  for  the  use  of  Content  or  Modified  Content,  including  without
limitation,  all  text,  pictures, audio, video, logos and copy contained in all
Content  or  Modified  Content ; (ii)  the use of Content as contemplated herein
shall  not  infringe  the  copyright,  trademark  or other intellectual property
rights  of  any  party,  or  constitute  defamation, invasion of privacy, or the
violation  of  any right of publicity or any other right of any party; and (iii)
TCPD  has  complied and shall comply with all legislation, rules and regulations
regarding  Content.

     6.2.2.     TCPD  shall  indemnify  and  hold  harmless  MMT, its directors,
officers,  parent company, and affiliates, from any and all liability, costs and
expenses  (including attorney's fees) arising in connection with any third party
claim  or  action brought against MMT, or any of its directors, officers, parent
company,  and  affiliates, relating to Content or Modified Content, provided (i)
MMT  notifies  TCPD  promptly  in  writing of such claim, (ii) TCPD has the sole
control  of  the  defense and all related settlement negotiations, and (iii) MMT
provides  TCPD  with  all  reasonably  necessary  assistance,  information  and
authority  to  perform  the  foregoing  at  TCPD's  expense.


7.     LIMITATIONS  ON  LIABILITY

THE  MAXIMUM  LIABILITY  OF  MMT,  ITS DIRECTORS, OFFICERS, PARENT COMPANY, AND,
AFFILIATES,  TO  TCPD  FOR DAMAGES RELATING TO MMT'S FAILURE TO PERFORM SERVICES
HEREUNDER  SHALL BE LIMITED TO AN AMOUNT EQUAL TO THE TOTAL FEES PAID BY TCPD TO
MMT  WITH RESPECT TO SUCH SERVICES.   NOTWITHSTANDING THE FOREGOING, THE MAXIMUM
LIABILITY  OF  MMT,  ITS DIRECTORS, OFFICERS, PARENT COMPANY, AND AFFILIATES, TO
TCPD  FOR  DAMAGES  FOR  ANY AND ALL OTHER CAUSES WHATSOEVER, AND TCPD'S MAXIMUM
REMEDY,  REGARDLESS  OF  THE  FORM  OF  ACTION,  WHETHER  IN  CONTRACT,  TORT OR
OTHERWISE, SHALL BE LIMITED TO AN AMOUNT EQUAL TO THE TOTAL FEES PAID BY TCPD TO
MMT  HEREUNDER.  IN NO EVENT SHALL MMT, ITS DIRECTORS, OFFICERS, PARENT COMPANY,
AND  AFFILIATES,  LICENSORS,  AND  SUPPLIERS,  BE  LIABLE  FOR  ANY LOST DATA OR
CONTENT,  LOST  PROFITS,  BUSINESS INTERRUPTION OR FOR ANY INDIRECT, INCIDENTAL,
SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES ARISING OUT OF OR RELATING
TO THE SOFTWARE OR THE SERVICES PROVIDED HEREUNDER, EVEN IF MMT HAS BEEN ADVISED
OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL
PURPOSE  OF  ANY  LIMITED  REMEDY.


8.  TERMS  AND  TERMINATION

     8.1.     Term.  Subject to this Section 8, the term of this Agreement shall
              ----
commence  on  the  Effective  Date and continue until terminated by either party
pursuant  to  Section  8.2  or  8.3  below.

     8.2.     Termination for Cause.  This Agreement may be terminated by either
              ---------------------
party in the event of (i) any material default in, or material breach of, any of
the  terms  and  conditions  of this Agreement by the other party, which default
continues  in  effect  after the defaulting party has been provided with written
notice  of  default  and  thirty  (30)  days  to  cure  such  default;  (ii) the
commencement  of  a  voluntary  case  or  other  proceeding seeking liquidation,
reorganization  or  other relief with respect to either party of its debts under
any  bankruptcy,  insolvency,  or  other similar law now or hereafter in effect,
that  authorizes  the reorganization or liquidation of such party or its debt or
the  appointment  of a trustee, receiver, liquidator, custodian or other similar
official  of  it  or  any substantial part of its property; (iii) either party's
consent  to any such relief or to the appointment of or taking possession by any
such  official  in an involuntary case or other proceeding commenced against it;
or (iv) either party's making a general assignment for the benefit of creditors;
or  either  party's  becoming  insolvent;  or  either party taking any corporate
action  to  authorize  any  of  the  foregoing.

     8.3.     Termination  for Convenience.  This Agreement may be terminated by
              ----------------------------
either  party  upon  ninety  (90)  days'  advance  written  notice.

     8.4.     Effect  of  Termination.  If  this  Agreement is terminated by MMT
              -----------------------
under  Section  8.2,  while  MMT is performing any Development Services for TCPD
hereunder,  TCPD  shall  immediately pay MMT the total fees associated with such
incomplete  project,  as  well  as  all  amounts  due and owing for any projects
already  completed  by MMT hereunder or for any third-party products or services
purchased  by MMT in TCPD's behalf. If the Agreement is terminated under Section
8.3  while MMT is performing any Development Services or other services for TCPD
hereunder, TCPD shall pay MMT all fees due and owing up to the effective date of
such termination.  The foregoing shall be without limitation to MMT's rights and
remedies  under  this  Agreement.

     8.5.     Survival.  Sections  3,  5,  7,  8,  9  and  10  shall survive any
              --------
termination  or  expiration  of  this Agreement; provided, however, that if this
Agreement  is  terminated by MMT pursuant to Section 8.2 above, then Section 3.2
shall  not  survive.


9.     CONFIDENTIALITY
       ---------------

     9.1.     Confidential  Information.  Each  party  acknowledges  that,  in
              -------------------------
connection  with  the  performance  of  this  Agreement,  it may receive certain
confidential  or proprietary technical and business information and materials of
the  other  party  ("Confidential  Information").

     9.2.     Confidentiality.  Each  party  hereby  agrees:  (i)  to  hold  and
              ---------------
maintain  in  strict  confidence all Confidential Information of the other party
and  not to disclose it to any third party; and (ii) not to use any Confidential
Information  of  the other party except as permitted by this Agreement or as may
be  necessary  to perform its obligations under this Agreement.  Each party will
use  at  least the same degree of care to protect the other party's Confidential
Information  as  it  uses  to  protect  its own Confidential Information of like
importance,  and  in  no event shall such degree of care be less than reasonable
care.

     9.3.     Exceptions.  Notwithstanding the foregoing, the parties agree that
              ----------
Confidential  Information  will  not  include  any  information that:  (i) is or
becomes  generally  known  or is or becomes part of the public domain through no
fault of the other party, (ii) the first party authorizes to be disclosed; (iii)
is rightfully received by the other party from a third party without restriction
on  disclosure  and  without  breach  of this Agreement; or (iv) is known to the
other  party on the Effective Date from a source other than the first party, and
not  subject  to  a  confidentiality  obligation.

     9.4.     Injunctive Relief.  Each party acknowledges that any breach of the
              -----------------
provisions  of  this Section 9 may cause irreparable harm and significant injury
to  an  extent  that may be extremely difficult to ascertain.  Accordingly, each
party  agrees that the other party will have, in addition to any other rights or
remedies  available  to  it  at  law  or in equity, the right to seek injunctive
relief  to  enjoin  any  breach  or  violation  of  this  Section  9.


10.     GENERAL  PROVISIONS

     10.1.     Force  Majeure.  In  the  event  that  either  party is unable to
               --------------
perform  any  of  its  obligations  under  this Agreement or to enjoy any of its
benefits  because  of  any  event  beyond  the  control  of  the  affected party
including, but not limited to, natural disaster, acts of God, actions or decrees
of  governmental  bodies  or  failure  of  communication lines (a "Force Majeure
Event"),  the  party who has been so affected shall promptly give written notice
to  the  other party and shall use its best efforts to resume performance.  Upon
receipt  of  such  notice,  all  obligations  under  this  Agreement  shall  be
immediately  suspended  for  the  duration  of  such  Force  Majeure  Event.

     10.2.     Notice.  All  notices,  demands, requests or other communications
               ------
required  or  permitted  under  this  Agreement  will  be  deemed given when (i)
delivered personally; (ii) five (5) days after having been sent by registered or
certified  mail, return receipt requested, postage prepaid; or (iii) one (1) day
after  deposit with a commercial overnight carrier, with written verification of
receipt.

     10.3.     Waiver.   Waiver  of any breach or failure to enforce any term of
               ------
this  Agreement  shall  not be deemed a waiver of any breach or right to enforce
which  may  thereafter occur.  No waiver shall be valid against any party hereto
unless  made in writing and signed by the party against whom enforcement of such
waiver  is  sought  and  then  only  to  the extent expressly specified therein.

     10.4.     Severability.  In  the event any one or more of the provisions of
               ------------
this  Agreement  shall  for  any  reason  be  held  to  be  invalid,  illegal or
unenforceable,  the  remaining  provisions of this Agreement shall be unimpaired
and  the  parties  will  substitute a new enforceable provision of like economic
intent  and  effect.

     10.5.     Governing Law.  This Agreement, the rights and obligations of the
               -------------
parties  hereto,  and  any  claims or disputes thereto, shall be governed by and
construed  in  accordance  with the laws of the United States of America without
reference  to  conflict  of  law  principles.

     10.6.     Assignment.  Neither  party  shall  have the right to assign this
               ----------
Agreement  without  the prior written consent of the other party; provided, that
either  party  shall  have  the  right to assign this Agreement to any person or
entity  that  acquires  or  succeeds to all or substantially all of such party's
business  or  assets  upon  written  notice  to  the  other  party.

     10.7.     Publicity.  Within  a  time  frame  mutually  agreed  upon by the
               ---------
parties,  the  parties  shall mutually agree on a joint press release announcing
the existence of this Agreement.  Neither party will use the other party's name,
domain name, logo, trademark or service mark in advertising or publicity without
obtaining  the  other party's prior written consent; provided, however, that MMT
shall  have  the  nonexclusive right and license to use TCPD's name and TCPD VOD
name, including the URL (Uniform Resource Locator) thereto, as a TCPD reference,
and  as  part of MMT's TCPD portfolio.  MMT shall also have the right to display
its name and logo, as well as a link to the MMT site, on the TCPD VOD(s), and to
receive  credit  as  the  developer  of  the  TCPD  VOD(s),  (collectively,  the
"Credit").  Such  Credit shall appear on the "home page" of the TCPD VOD(s) in a
position  that provides reasonable and appropriate visibility to MMT in light of
industry  standards  and  TCPD's  requirements.

     10.8.     Additional  Actions  and  Documents.  Each  of the parties hereto
               -----------------------------------
hereby  agrees  to  take  or cause to be taken such further actions, to execute,
deliver  and  file  or  cause  to  be executed, delivered and filed such further
documents,  and  will  obtain  such  consents,  as may be necessary or as may be
reasonably  requested  in  order  to  fully  effectuate  the purposes, terms and
conditions  of  this  Agreement.

     10.9.     Headings.  Section  headings  contained  in  this  Agreement  are
               --------
inserted  for convenience or reference only, shall not be deemed to be a part of
this  Agreement for any other purpose, and shall not in any way define or affect
the  meaning,  construction  or  scope  of  any  of  the  provisions  hereof.

     10.10.     Execution  in  Counterparts.  This  Agreement may be executed in
                ---------------------------
several  counterparts,  each of which shall be deemed to be an original, and all
of  which,  when  taken  together, shall constitute one and the same instrument.

     10.11.     Independent  Contractors.  The  relationship  of  the  parties
                ------------------------
hereunder  shall  be  that  of independent contractors.  Nothing herein shall be
construed  to  constitute a partnership between or joint venture of the parties,
nor  shall  either  party  be deemed the agent of the other or have the right to
bind  the  other  in  any  way  without  the prior written consent of the other.

     10.12.     Jurisdiction.  All  disputes  arising out of or relating to this
                ------------
Agreement  shall be submitted to the non-exclusive jurisdiction of the courts in
the  United  States  of  America,  and  each  party irrevocably consents to such
personal  jurisdiction  and  waives  all  objections  thereto.



"MMT"                                                "TCPD"


By:  /s/  Igor  Loginov                         By: /s/ Robert Russell
     ------------------                             ------------------

Igor  Loginov                                       Robert Russell
-------------
Printed  Name                                       Printed  Name

Director                                       President and Chief Executive
--------                                       Officer.
Title                                          Title


Date                                   Date


                                   SCHEDULE 1

This  Schedule describes MMT Development and Programming Services to be provided
by  MMT to TCPD under this Professional Services Agreement dated as of September
1,  2003.


Description  of  Work:
----------------------
Development  of  prototype  of coder/decoder family based on wavelet compression
technology  for  computer  digital  audio  and video processing under MS Windows
operating  system.


Requirements:
-------------
     1.  Coder/decoder family includes codecs of two types - for Video-on-demand
("VOD  codec")  purpose and for use in videoconferencing system ("VConf codec").
Both  types  of  codecs  have  to  implement  compression  technology  based  on
processing  of  video  frames  with  wavelet  function.
2.  Audio  stream has to be compressed with the same or other technology and has
to  be  synchronized  with  video  stream.
     3.  VOD  codec  will  consist  of  two  parts  - function sets in different
executables to be developed. One set (coder) shall be implemented in transcoding
system  that  provides  conversion  from  initial movie format into the internal
compressed format specific for the system being developed. File of this internal
format  (extension  is  *.vod)  has also to be encrypted (or has to include some
encrypted  parts)  with strong encryption algorithm using open key. This feature
will  give  copyright protection to video delivery system. Compressed movie file
will  be  decrypted  in video player using private key of particular user. Video
player  shall  include  the second part of VOD codec - decoder. To reproduce the
movie  in  video  player window the decoder will decompress the decrypted stream
into  virtual (that means it has no disk image) memory stream of AVI format. AVI
stream can be shown on the screen using MS Windows system functions. In the case
of VOD it is necessary to have several levels of losses (quality levels) and the
best  quality  should  have  no  losses  or  small  insignificant  losses.
     4. VConf codec shall consist of one DLL for both coder and decoder. In this
case  significant  losses  are  allowed.  For  this codec there also has to be a
possibility  to adjust quality but it has to correspond to bandwidth of Internet
connection  for  particular  video-audio  stream.  Medium  level  quality has to
correspond to connection of 128k bps. VConf codec DLL supposed to be ActiveX and
can  be  used  as a filter of MS DirectShow graph. Another possible variant when
VConf  codec  DLL  has  COM  wrapper  for  use  as  a  DirectShow  filter.
5.  Basic  functions for compression and decompression of video-audio stream are
things  of  developer's  choice  but supposing identical use of them in both VOD
codec  and  VConf  codec.  DirectShow calling and naming conventions also can be
helpful  but  not  a  must.
6.  Due  to  high  requirements  of  wavelet  compression method to the speed of
calculations  decoders  of  both  types on maximum quality level have to provide
smooth  full-screen playback of video-audio stream on Intel or AMD CPU of 600MHz
or  higher.  The  same  hardware  requirements  shall  be applied to VConf coder
(produced  stream  has to be smooth and without any delay or distortion). Use of
multimedia  extension  instructions  of  both  CPU  is  possible  and desirable.
7.  Software  implementation  of  codecs  of both types shall have useful set of
events.  There  also  has  to be stub functions for copyright control, streaming
information  (quality  of  service  evaluation)  and  testing.
8.  Final  form  of  codecs  family  implementation  is
-     VOD  video  player,  Win32  executable  with  functions  of  decryption,
decompression  and  reproduction  the  movie  on  the  screen,
-     VOD transcoder, Win32 executable with functions of conversion from initial
movie  format  into  compressed  and  encrypted format with no quality losses or
flexible  level  of  losses,
-     VConf codecs, Win32 DLL with functions of compression and decompression of
video  and  audio  streams  with  flexible  level  of  quality  losses.
     9.  Video and audio stream from DVD system (MPEG2) assumed to be an initial
movie  format.


Terms:
------
MMT  shall  finish  all  the work described in Schedule 1 not later than Six (6)
Months  from  the  date  of  the  agreement.


Payments:
---------
TCPD  shall  pay  to  MMT for the work described in Schedule 1 the amount of Two
hundred  thousand (200'000) US dollars. MMT agrees to accept 4 million shares of
stock  to  guarantee payment of the development these shares shall be registered
in  a  form  SB-2.  Telecommunication  Products,  Inc.  shall  have the right to
exchange  these  shares  for  interim  cash  payments.

"MMT"                                                "TCPD"


By:  /s/  Igor  Loginov                         By: /s/ Robert Russell
     ------------------                             ------------------

Igor  Loginov                                       Robert Russell
-------------
Printed  Name                                       Printed  Name

Director                                       President and Chief Executive
--------                                       Officer.
Title                                          Title


Date                                   Date



                                   SCHEDULE 2

This  Schedule describes Additional Services to be provided by MMT to TCPD under
this  Professional  Services  Agreement  dated  as  of  September  1,  2003.



Description  of  Work:
----------------------
Development  of  TCPD  VOD  subsystem  to  provide  compiance  with  hotel video
satellite  transmission.



Requirements:
-------------

VIDEO:

-  Interface:  NTSC  composite  baseband

-  Vertical  Resolution:  480  lines

-  Horizontal  Resolution:  368  pixels

-  Compression  Type:  Discrete  Cosine  Transformation  (DCT)  with  motion
compensation  using  proprietary  CLI  technology.

-  Video  Data  Compression  Rate:  1.71/1.95/4.36  Mbps

-  Channel  Data  Rate:  2.93568/3.3/6.6  Mbps

AUDIO:

-  Interface  (Outputs):  Stereo

-  Compression  Data  Rate: Dolby TM digital audio at 200 Kbps/channel (nominal)

-  Dynamic  Range:  70dB

-  Distortion:  .3%@1kHz

-  Frequency  Response:  +_3dB,  20Hz  to  15  kHz

-  Channel  Separation:  40dB  @  1kHz

DATA(WITH  OPTIONAL  DEU):

-  Interface:  RS-232

-  Serial  Data:  1200,2400,4800,9600,19200  baud,  7  data bits, NULL excluded,
configured  as  8  data  bits,  1  stop  bit,  no  parity

-  Substitute  for  Audio*  400  Kbps  (nominal)

-  Substitue  for  Video*  0  to  4.36  Mbps  (When  video  source  is  removed)

TRANSMISSION  INTERFACE:

-  Error  Correction  Any  combination  of  16  bit  errors  in a 1056-bit block



Terms:
------
Terms  of  the  work described in Schedule 2 are subject of additional protocol.


Payments:
---------
Payment of the work described in Schedule 2 is a subject of additional protocol.



"MMT"                                                "TCPD"


By:  /s/  Igor  Loginov                         By: /s/ Robert Russell
     ------------------                             ------------------

Igor  Loginov                                       Robert Russell
-------------
Printed  Name                                       Printed  Name

Director                                       President and Chief Executive
--------                                       Officer.
Title                                          Title