Exhibit 10.1

                              CONSULTING AGREEMENT
                              --------------------


         THIS CONSULTING AGREEMENT (this "Agreement") is made as of the 23rd day
of August, 2001 (the "Effective Date") between TTI HOLDINGS OF AMERICA,  INC., a
Delaware   corporation  with  its  principal   address  at  76  North  Broadway,
Hicksville,  NY  11801  (together  with  its  subsidiaries  and  affiliates  the
"Company") and CROSSOVER  ADVISORS,  LLC, a New York limited  liability  company
with its principal address at 545 Madison Avenue - 6th Floor, New York, NY 10022
(the "Consultant").

Background

         The  Company and the  Consultant  wish to have the  Consultant  provide
financial,  strategic and  marketing  advisory  services to the Company,  on the
terms and conditions set forth in this Agreement.
         Accordingly,  the  parties  intending  to be  legally  bound  agree  as
follows:

1.   Appointment.  The  Company  hereby  engages the  Consultant  to provide the
     consulting  services as  described  in Section  2.1 below (the  "Services")
     during the Term and any Renewal  Term  (defined in Section 3.1 below),  and
     the Consultant accepts the engagement.

2.   Services.

         2.1      During the Term and any Renewal  Term,  the  Consultant  will,
                  upon  request,  provide to the Company the  Services on an "as
                  needed" basis, including,  but not limited to, those described
                  below.
         (a)      assisting management in refining its business plan;
         (b)      assisting   management  in  connection  with  identifying  and
                  evaluating  potential  investments,   acquisitions,  strategic
                  partnerships,  joint ventures and/or  licensing  opportunities
                  for  the  Company  and  its  products  and  services  (each  a
                  "Strategic Transaction");
         (c)      disseminating  information about the Company to the investment
                  community at large;
         (d)      arranging  on behalf of the  Company,  at  appropriate  times,
                  introductions and/or meetings with broker/dealers,  investment
                  firms and securities analysts, among others;
         (e)      assisting management in broadening the Company's financial and
                  investor  public  relations;  and
         (f)      providing such other related  consulting  services as mutually
                  agreed to by the Company and the Consultant.

         2.2      Staffing.  The  Consultant  will  maintain in its  employ,  or
                  otherwise have available to it, personnel sufficient in number
                  and adequate in ability to perform the Services in  accordance
                  with this  Agreement.  The Consultant  will have the exclusive
                  right to direct and control its personnel and/or third parties
                  providing the Services, other than in respect of the Company's
                  right,  as the  recipient of the  Services,  to supervise  the
                  performance of the Consultant under this Agreement.

         2.3      Non-Exclusivity.  The Company expressly understands and agrees
                  that   the   relationship   with  the   Consultant   is  on  a
                  non-exclusive  independent  contractor  basis for the Services
                  and that the  Consultant  shall  not be  prevented,  barred or
                  limited from rendering  consulting services of the same nature
                  or of a similar nature to those  described in this  Agreement,
                  or of any nature  whatsoever,  for or on behalf of any person,
                  firm, corporation, or entity other than the Company during the
                  Term and any Renewal Term

<PAGE>

         2.4      Place  of   Performance.   In  connection  with  the  Services
                  performed by the Consultant, the Consultant's activities shall
                  be principally  based in its New York City office,  except for
                  required and approved travel on the Company's behalf.

3.   Term and Termination.

         3.1      Term. Unless  terminated  earlier under Section 3.2 below, the
                  term of this  Agreement  will be  eighteen  (18)  months  (the
                  "Term")  commencing  on the  Effective  Date.  The  Term  will
                  automatically renew for an additional twelve (12) month period
                  (the "Renewal Term") unless at least thirty (30) days prior to
                  the end of the Term either party  provides  written  notice to
                  the other party that it does not intend to renew.

         3.2      Termination.

         (a)      This  Agreement may be terminated  prior to the  expiration of
                  the Term or any Renewal Term by (i) either party if a material
                  breach to this Agreement by the other party is not effectively
                  cured  within 10 days (the  "Cure  Period")  from  receipt  of
                  written notice of the breach from the  non-breaching  party or
                  (ii)  by the  Consultant  if the  Registration  Statement  (as
                  described in Section 4.1 (b) below) is not declared  effective
                  by the Securities and Exchange  Comission  (SEC) within ninety
                  (90) days of the Effective Date.
         (b)      The date of  termination  (the  "Termination  Date")  shall be
                  defined to mean;  (i) with regard to Section 3.2 (a) (i),  the
                  date upon which the Cure Period  expires and there has been no
                  cure,  or with regard to Section 3.2 (a) (ii),  the  ninetieth
                  day as  referred  to therein  and (ii) with  regard to Section
                  3.1, the last day of the Term, or any Renewal Term.

         3.3      Effect of Termination.

         (a)      Termination under Section 3.2 will not affect any other remedy
                  or  damages   available  to  either  of  the   parties.   Upon
                  termination of this Agreement,  no party will have any further
                  obligation to fulfill commitments under this Agreement, except
                  for  those  obligations  set  forth in this  Section  3 and in
                  Sections 4,6, 7, 8 and 9, each of which expressly  survive the
                  termination of this Agreement.
         (b)      On  the  Termination  Date,  the  Company  shall  pay  to  the
                  Consultant  any  earned but unpaid  Consulting  Fees  (defined
                  below),  any unreimbursed  expenses up through the appropriate
                  date, and shall issue and deliver  securities due and issuable
                  in accordance with Section 4.1 below.

4.   Compensation

         4.1      Sign-On  Fee.  On the  Effective  Date,  as  compensation  for
                  engaging  the   Consultant   and  as  an  inducement  for  the
                  Consultant to commit its resources to the Company, the Company
                  shall issue and deliver to the  Consultant,  or its authorized
                  designee, on a non-refundable basis, a total of 440,000 shares
                  of the Company's common stock $.0001 par value, of which:

                  a)       100,000 shares shall be free trading and unrestricted
                           as of the Effective Date; and
                  b)       340,000  shares shall bear a  restrictive  legend and
                           have  immediate  registration  rights  and  shall  be
                           included on a  registration  statement  (Form SB-2 or
                           otherwise)  filed  by the  Company  with the SEC (the
                           "Registration  Statement")  no later than thirty (30)
                           days  following  the  Effective  Date,  the  cost and
                           expense of which will be borne by the Company.

         4.2      Monthly  Fee.  During  the  Term  and  any  Renewal  Term,  as
                  compensation for the Services provided in Section 2 hereof (in
                  addition  to any  fees  that  may be  earned  for a  Strategic
                  Transaction  as set forth in Section 5 below),  the Consultant
                  shall be paid a fee of  $10,000  per  month  (the  "Consulting
                  Fee"),  payable in advance on the first  business  day of each
                  month.  It is agreed to that the  Consulting  Fee shall not be
                  payable  until the  earlier to occur of (i)  ninety  (90) days
                  following the Effective Date or (ii) the date the Registration
                  Statement is declared effective.

<PAGE>

         4.3      Expenses.  The Consultant shall be promptly reimbursed for all
                  reasonable    out-of-pocket    expenses   (including   travel,
                  entertainment,  etc.) incurred by it in its performance  under
                  this Agreement,  upon submission of  documentation  supporting
                  such expense(s).

5.   Strategic Transaction Services

The Consultant,  or an affiliate, may provide the Company, if so requested, with
finder  services which may include the  identification  and  introduction to the
Company  of  parties  that  would  be   interested  in  completing  a  Strategic
Transaction  with the Company.  Accordingly,  if the  Consultant  introduces the
Company (or any of its  subsidiaries or affiliates) to a party that,  during the
Term,  any  Renewal  Term or  during  the  one (1)  year  period  following  the
Termination Date,  completes,  or enters into a letter of intent to complete,  a
Strategic Transaction (as set forth below) in which;

                  i.       the  introduced  party  makes an  investment  in,  or
                           provides   financing  to,  the  Company  through  the
                           purchase of its securities; and/or

                  ii.      the introduced party enters into a partnership, joint
                           venture,   or   licensing   agreement  or  any  other
                           agreement for the mutual exploitation of any asset of
                           the Company; and/or

                  iii.     the  Company   either  invests  in,  merges  with  or
                           acquires the  introduced  party,  or, the  introduced
                           party merges with or acquires the Company.

The Company will pay to the Consultant,  or an affiliate,  an investment banking
fee (which shall include a cash and Warrant  component) with respect to each and
every  transaction  undertaken  by the Company  with each party during such time
period,  that will be mutually  agreed to prior to such  introduction  and which
will reflect a customary industry fee arrangement.


6.   Indemnification.

         6.1      Indemnification  by the  Company.  If in  connection  with any
                  services or matters  that are the subject of arise out of this
                  Agreement  or  the  Consultant's  engagement  hereunder,   the
                  Consultant or any of its  directors,  officers,  stockholders,
                  employees   of   agents    (collectively,    the   "Consultant
                  Indemnitees")  becomes  involved  (whether  or not as a  named
                  party)  in  any   action,   claim,   investigation   or  legal
                  proceeding, the Company, will indemnify and save harmless such
                  Consultant  Indemnitees  from and  against any and all claims,
                  liabilities,  damages,  losses,  costs and expenses (including
                  amounts paid in  satisfaction  of judgments in compromises and
                  defending  against any claims or alleged claims) of any nature
                  whatsoever,  liquidated or unliquidated,  that are incurred by
                  any Consultant  Indemnitees'  obligations under this Agreement
                  unless  the  claim or  alleged  claim  resulted  from  willful
                  misconduct, negligence or fraud of the Consultant Indemnitees.
                  The   Company    agrees   that,    without   the    Consultant
                  Indemnitees'prior   written  consent,   it  will  not  settle,
                  compromise  or  consent  to the entry of any  judgment  in any
                  pending or threatened  claim,  action or proceeding in respect
                  of which  indemnification could be sought under this Section 6
                  (whether  or not the  Consultant  Indemnitees  are  actual  or
                  potential parties to such claim, action or proceeding), unless
                  such   settlement,   compromise   or   consent   includes   an
                  unconditional  release of each Consultant  Indemnitee from all
                  liability arising out of such claim, action or proceeding.

         6.2      Indemnification  by the Consultant.  If in connection with any
                  services or matters  that are the subject of arise out of this
                  Agreement  or  the  Consultant's  engagement  hereunder,   the
                  Company  or  any  of its  directors,  officers,  stockholders,
                  employees of agents (collectively,  the "Company Indemnitees")
                  becomes  involved  (whether  or not as a named  party)  in any
                  action,   claim,   investigation  or  legal  proceeding,   the
                  Consultant,  will  indemnify  and save  harmless  such Company
                  Indemnitees from and against any and all claims,  liabilities,

<PAGE>

                  damages, losses, costs and expenses (including amounts paid in
                  satisfaction of judgments in compromises and defending against
                  any  claims  or  alleged  claims)  of any  nature  whatsoever,
                  liquidated or  unliquidated,  that are incurred by any Company
                  Indemnitees' obligations under this Agreement unless the claim
                  or alleged claim resulted from willful misconduct,  negligence
                  or fraud of the Company  Indemnitees.  The  Consultant  agrees
                  that, without the Company  Indemnitees' prior written consent,
                  it will not settle,  compromise or consent to the entry of any
                  judgment  in  any  pending  or  threatened  claim,  action  or
                  proceeding in respect of which indemnification could be sought
                  under this  Section 6 (whether or not the Company  Indemnitees
                  are  actual or  potential  parties  to such  claim,  action or
                  proceeding),  unless such  settlement,  compromise  or consent
                  includes an unconditional  release of each Company  Indemnitee
                  from  all  liability  arising  out of such  claim,  action  or
                  proceeding.

         6.3      Procedures.  As to any claim or lawsuit  with respect to which
                  party  seeks   indemnification   hereunder  (the  "Indemnified
                  Party"),  it shall provide  prompt notice thereof to the other
                  party (the "Indemnifying  Party"),  and the Indemnifying Party
                  shall have the right to control the  defense of said  lawsuit,
                  including  the  selection  of  attorneys,  and any  settlement
                  thereof,  provided that no settlement which impairs the rights
                  of the  Indemnified  Party  shall be made  without  its  prior
                  written  consent,  which  consent  shall  not be  unreasonably
                  withheld.

7.   Binding Arbitration.

                  a)       Any  dispute not settled  through  mediation  will be
                           settled   by   binding   expedited   arbitration   in
                           accordance with the commercial  Arbitration  Rules of
                           the  American   Arbitration   Association  (the  "AAA
                           Arbitration  Rules")  in  effect  from  time to time.
                           Where no remedy for a particular  breach is specified
                           in this  Agreement,  the  arbitrator,  subject to any
                           limitations  set forth in the  applicable  agreement,
                           will have the power to fashion an appropriate  remedy
                           consistent   with  the  spirit  and  intent  of  this
                           Agreement.  Any  disputing  party may serve the other
                           disputing  party or parties with a demand to commence
                           binding  arbitration   ("Arbitration   Demand").  The
                           arbitrator  will be selected by mutual  agreement  of
                           the disputing  parties.  If the disputing parties are
                           unable  to agree  upon an  arbitrator  within 20 days
                           after  the date on which  the  Arbitration  Demand is
                           served,  then  the  Arbitrator  will be  selected  in
                           accordance with the AAA Arbitration Rules.

                  b)       The  arbitration  will be held in New York County and
                           begoverned by the laws of the State of New York,  and
                           judgment  upon the award  rendered by the  arbitrator
                           may be  entered  by  any  court  having  jurisdiction
                           thereof.  The disputing  parties will cooperate fully
                           to ensure  the entry of the  arbitrator's  award by a
                           court   of   competent    jurisdiction.    Once   the
                           arbitrator's  award  has been  entered  by a court of
                           competent  jurisdiction,  the arbitrator's award will
                           have res judicata and collateral estoppel effect, and
                           the  disputing  parties  will not seek or assert  the
                           right  in any  manner  whatsoever  to  challenge  the
                           validity  of the  arbitration  or  relitigate  issues
                           adjudicated by the arbitrator.

8.   Covenants.

         8.1      Confidentiality.  With respect to  information of the Company,
                  which is clearly  marked  "Confidential",  whatever its nature
                  and form and whether from Graphic Materials (as defined below)
                  or otherwise  (except such as is generally  available  through
                  publication or is previously  known to the  Consultant,  or is
                  lawfully  obtained by the Consultant  through a  third-party),
                  obtained  by  the  Consultant  during  or as a  result  of its
                  consultancy  with the Company and  relating to any  invention,
                  improvement,    enhancement,   product,   know-how,   formula,
                  software, process, design, or other creation, or to any use of
                  any   of   them,   costs   (including,   without   limitation,
                  manufacturing costs),  prices, or to any plans of the Company,
                  or to any other trade secret or proprietary information of the
                  Company, the Consultant agrees:

<PAGE>

                  a)       to  hold  all  such   information,   inventions   and
                           discoveries  which have not  otherwise  become public
                           knowledge in strict  confidence and not to publish or
                           otherwise  disclose  any  thereof  to any  person  or
                           entity  other than the Company  except with the prior
                           written  consent of an officer of the Company,  or as
                           may be required by law.
                  b)       to take all reasonable precautions to assure that all
                           such  information,  inventions  and  discoveries  are
                           properly   protected  from  access  by   unauthorized
                           persons.
                  c)       to make  no use of nor  exploit  in any way any  such
                           information,   invention  or   discovery   except  as
                           required in the  performance of its  consultancy  for
                           the Company.

For the  purposes of this  Agreement,  the term  "Graphic  Materials"  includes,
without limitation,  letters,  memoranda,  reports, notes,  notebooks,  books of
account, drawings, prints, specifications,  formulae, software, data print-outs,
microfilms,  magnetic  tapes  and  disks and  other  documents  and  recordings,
together with all copies, excerpts and summaries thereof.

         8.2      Further Assurances.  The Company and Consultant will use their
                  best efforts to implement the  provisions  of this  Agreement,
                  and for such  purpose  neither  party shall  represent  to the
                  other any material facts concerning itself during the Term and
                  any  Renewal  Term which are false,  misleading  or untrue and
                  neither  party shall  intentionally  fail to provide the other
                  with material facts concerning  itself or will in any material
                  manner  prevent the Services from being  performed  under this
                  Agreement.

9.   Miscellaneous.

         9.1      Limitation of Liability.  IT IS UNDERSTOOD BETWEEN THE PARTIES
                  THAT  NEITHER  THE   CONSULTANT   NOR  ANY  OF  ITS  PARTNERS,
                  EMPLOYEES, AGENTS, OR PRINCIPALS ARE PROVIDING LEGAL SERVICES,
                  ACCOUNTING SERVICES, NOR BROKERAGE SERVICES, AND SUCH SERVICES
                  MUST BE RETAINED  BY THE COMPANY AT ITS OWN COST AND  EXPENSE.
                  IT IS EXPRESSLY  ACKNOWLEDGED THAT THE CONSULTANT WILL UTILIZE
                  ITS BEST  EFFORTS  IN  PERFORMING  THE  SERVICES  CONTEMPLATED
                  HEREBY BUT NO  REPRESENTATIONS  ARE MADE OR GUARANTEE GIVEN BY
                  THE  CONSULTANT  AS TO THE  AMOUNT  OF TIME IT WILL  SPEND  IN
                  PROVIDING  THE  SERVICES  NOR TO THE  ULTIMATE  SUCCESS OF ANY
                  TRANSACTION OR OTHER ACTION  UNDERTAKEN BY THE COMPANY.  IN NO
                  EVENT WILL THE AGGREGATE  DAMAGES CLAIMED BY THE COMPANY UNDER
                  THIS  AGREEMENT  EXCEED  THE TOTAL CASH FEES  RECEIVED  BY THE
                  CONSULTANT,  EXCEPT IN THE CASE OF WILLFUL  MISCONDUCT,  GROSS
                  NEGLIGENCE OR ACTUAL FRAUD.

         9.2      Notices. All notices and other communications  provided for or
                  permitted  in  this  Agreement  will be  made  in  writing  by
                  hand-delivery,   registered   first-class   mail,  or  courier
                  guaranteeing overnight delivery:


                  If to the Company to:
                  ---------------------

                  TTI Holdings of America, Inc.
                  76 North Broadway
                  Hicksville, New York 11801
                  Attn: Andrew Mazzone, Chief Executive Officer

                  If to the Consultant to:
                  ------------------------

                  Crossover Advisors, LLC
                  545 Madison Avenue - 6th Floor
                  New York, New York 10022
                  Attn: Arnold P. Kling, Managing Member

         or at such other address as any party  specifies by notice given to the
         other parties in accordance with this Section 9.2

<PAGE>

         All notices and communications  will be deemed to have been duly given;
         at the time delivered by hand, if personally delivered;  three business
         days after being  deposited in the mail,  postage  prepaid,  if mailed;
         when  receipt  acknowledged,  and on the next  business  day if  timely
         delivered  to a  courier  guaranteeing  overnight  delivery;  provided,
         however,   that  the   inability   to  deliver   any  notice  or  other
         communication  because  of the  changed  address of which no notice was
         given,   or  rejection  or  refusal  to  accept  any  notice  or  other
         communication  as of the date if such inability to deliver or rejection
         or refusal to accept delivery.

         9.3      Waivers.  The failure of a party to this  Agreement  to insist
                  upon strict adherence to any of the terms of this Agreement on
                  any occasion will not be considered a waiver,  or deprive that
                  party of the right  thereafter to insist upon strict adherence
                  to that term or other term of this Agreement.  Any waiver must
                  be in writing.

         9.4      Force Majeure.  The Consultant will not be responsible for any
                  failure or delay in performance of its obligations  under this
                  Agreement  because  of  circumstances  beyond  its  reasonable
                  control  including acts of God,  fires,  floods,  wars,  civil
                  disturbances,  sabotage, accidents, labor disputes (whether or
                  not the  employees'  demands  are  reasonable  and  within the
                  party's   power   to   satisfy),   governmental   actions   or
                  transportation delays.

         9.5      Governing Law. This  Agreement,  the rights of the parties in,
                  under and to this Agreement and any dispute or action relating
                  to this  Agreement  (whether in contract,  tort or  otherwise)
                  will be governed by, construed and enforced in accordance with
                  the laws of New York  applicable  to the  agreements  made and
                  performed entirely in that State. Any legal actions,  suits or
                  proceeding  arising out of this Agreement  (whether arising in
                  contract,  tort or  otherwise)  other than any claim,  action,
                  dispute or controversy  subject to arbitration under Section 7
                  hereof,  will be  brought  exclusively  in a federal  or state
                  court located in the State of New York having  jurisdiction of
                  those  courts  with  respect  to any legal  actions,  suits or
                  proceeding  (whether  arising in contract,  tort or otherwise)
                  arising  out of this  Agreement.  In the  event  of any  legal
                  action, suit or proceeding, the parties waive their right to a
                  jury trail.

         9.6      Entire Agreement;  Amendments.  This Agreement  represents the
                  entire understanding of the parties and superceded and cancels
                  any and all prior  negotiations,  undertakings  and agreements
                  between the parties,  whether written or oral, with respect to
                  the subject  matter of the  Agreement.  This  Agreement may be
                  amended,  modified,  waived  or  terminated  only by a written
                  instrument signed by both parties to this Agreement.

         9.7      Binding  Effect.  This Agreement will insure to be the benefit
                  of and will be  binding  upon  the  parties  their  respective
                  successors, permitted transferees and assigns.

         9.8      Assignment  and Benefits of Agreement.  This Agreement may not
                  be assigned by any party to this Agreement without the written
                  consent of the other party. Nothing in this Agreement, express
                  or implied,  is intended to confer upon any person  other that
                  the parties hereto, and their said successors and assigns, any
                  rights under or by reason of this Agreement.

         9.9      Independent Contractor. Each of the Company and the Consultant
                  certifies  that neither  party has any authority to act for or
                  bind the other party except as expressly  provided for in this
                  Agreement,  that the Consultant may work for others,  and that
                  any persons  provided by the  Consultant  under this Agreement
                  will be solely the employees or agents of the Consultant under
                  its sole and exclusive direction and control.

<PAGE>

         9.10     Severability.  To  the  extent  that  any  provision  of  this
                  Agreement or the application  thereof is determined by a court
                  of competent jurisdiction to be invalid or unenforceable,  the
                  remainder  of this  Agreement,  or the  application  of such a
                  provision  under other  circumstances,  will be unaffected and
                  will  continue in full force and effect  unless the invalid or
                  unenforceable  provision is of such  essential  importance for
                  this  Agreement  that it is to be reasonably  assumed that the
                  parties would not have concluded  this  Agreement  without the
                  invalid or unenforceable provision.

         9.11     Consents.  Any  consent  or  approval  to be given  under this
                  Agreement  may be  delegated by the party to give such consent
                  or approval to any agent or  representative as such party may,
                  from time to time, authorize in writing.

         9.12     Counterparts.  This Agreement may be executed in any number of
                  counterparts,   and   each   of  the   parties   on   separate
                  counterparts,  each of which, when so executed, will be deemed
                  an original,  not all of which will constitute but one and the
                  same original.

         9.13     Third  Parties.  Nothing  in  this  Agreement,   expressed  or
                  implied,  is intended or will be  construed  to confer upon or
                  give any person  other than parties to this  Agreement,  their
                  permitted  successors or assigns and (to the extent  indicated
                  herein)  any  rights  or  reminded  under or by reason of this
                  Agreement.

         9.14     Further  Assurances.  Each  party  will take or  perform  such
                  actions as reasonable requested by the other party,  including
                  the execution of any additional  documents,  in order to carry
                  out the  intent  of,  and to  facilitate  and  effectuate  the
                  actions contemplated by this Agreement.




SIGNATURE PAGE TO CONSULTING  AGREEMENT  BETWEEN TTI HOLDINGS OF AMERICA,  INC.,
AND CROSSOVER ADVISORS, LLC.



         IN WITNESS WHEREOF, the parties have duly executed this Agreement as of
the date first above written.


                                     TTI HOLDINGS OF AMERICA, INC.

                                     By: _________________
                                     Name: Andrew Mazzone
                                     Title: Chairman and Chief Executive Officer


                                     CROSSOVER ADVISORS, LLC

                                     By: __________________
                                     Name:________________
                                     Title: Managing Member