**EXHIBIT 10.19**

 

Agency Agreement 

 

Made on 15 April 2003, between the parties concerned, on the basis of equality and mutual benefit to develop business on terms and conditions mutually agreed upon asfollows: 

 

1. The Parties Concerned 

 

Party A: Asconi Corporation, a Nevada corporation

Address: 160 International Parkway, Suite 280, Healthrow, FL 32746, USA 

Represented by Jitaru, Constantin, President & CEO 

Tel.: +1 (407) 833 8000 

Fax: +1 (407) 833 8002 

 

Party B: Turcan, Iurie 

Address: Str. Puskin nr. 53, 2005 Chisinau, Republic of Moldova 

Tel./Fax: +373 (22) 21 07 79 

 

2. Appointment 

 

Party A hereby appoints Party B as its Agent to solicit orders for the commodity stipulated in Article 3 from customers in the territory stipulated in Article 4, and Party B accepts and assumes such appointment.

 

3. Commodity 

 

Alcoholic beverages, including wine (bottled), sparkling wine, vodka, brandy (bottled), liquor 

 

4. Territory 

 

In Poland only 

 

5. Minimum turnover 

 

Party B shall undertake to solicit orders for the above commodity from customers in the above territory during the effective period of this agreement to reach the quantity of not less than 1,000,000 bottles annually.

 

6. Price and Payment 

 

Unless otherwise agreed by the parties, the price for each individual transaction shall befixed through negotiations between Party B and the buyer, and subject to Party A’s final confirmation. 

 

Unless otherwise agreed by the parties, payment shall be made by confirmed, irrevocable L/C opened by the buyer in favor of Party A, which shall reach Party A 15 days before the date of shipment. 

 

7. Market Report 

 

In order to keep Party A well informed of the prevailing market conditions, Party B should undertake to supply Party A, at least once aquarter or at any time when necessary, with market reports concerning changes of the local regulations in connection with the import and sales of the commodity covered by this agreement, local market tendency and the buyer’s comments onquality, packing, price, etc. of the goods supplied by Party A under this agreement. Party B shall also supply Party A with quotations and advertising materials on similar products of other suppliers. 

 

8. Advertising and Expenses 

 

The parties shall bear the expenses for advertising and publicity in connection with the commodity in question in Poland within the validityof this agreement in equal quotas. 

9. Commission 

 

Party A shall pay Party B a commission equal to 100,000 shares of common stock in Asconi Corporation, a Nevada corporation, payable within six months from the date ofsigning of this agreement. 

 

10. Party A represents and warrants to Party B thatParty A is, and will be at the time of the transfer of the above stock to Party B, the sole legal and beneficial owner of this stock and that this stock is fully paid up and is free of any pledge, lien or other encumbrance. 

 

11. Industrial Property Rights 

 

Party B may use the trademarks owned by Party A for the sale of the commodity covered herein in Poland within the validity of thisagreement, and shall acknowledge that all patents trademarks, copy rights or any other industrial property rights used or embodied in these commodity shall remain to be the sole properties of Party A. Should any infringement be found, Party B shallpromptly notify and assist Party A to take steps to protect the latter’s rights. 

 

12. Validity of Agreement 

 

This agreement, when duly signed by theboth parties concerned, shall remain in force for five years from 15 April 2003 to 14 April 2008. 

 

13. Termination 

 

During the validity of thisagreement, if either of the two parties is found to have materially violated the stipulations herein, the other party has the right to terminate this agreement. 

 

14. Force Majeure 

 

Either party shall not be held responsible for failure or delay to perform all or any part of this agreement due to flood, fire, earthquake, draught, war or any other events, which could not be predicted, controlled,avoided or overcome by the relative party. However, the party affected by the event of Force Majeure shall inform the other party of its occurrence in writing as soon as possible and thereafter send a certificate of the event issued by the relevantauthorities to the other party within 15 days after its occurrence. 

 

Party A:
 by 
/s/ Constantin Jitaru

Party B:
 by 
/s/ Iurie Turcan

 

 

 
  
Party A:
By: 
/s/    Constantin Jitaru
    
       Constantin Jitaru

 

 

 
  
Party B:
By: 
/s/    Iurie Turcan
    
       Iurie Turcan