FINANCIAL COMMUNICATIONS CONSULTING AGREEMENT


This
consulting agreement (“Agreement”), effective as of September 10, 2008, is
entered by and between CX2 Technologies is a Nevada corporation (“the Company
or “Company”) and Wall Street Resources, Inc., a Florida corporation
(“Consultant”). 


RECITALS 


WHEREAS, the Company
is a public company with its shares of common stock trading under the symbol
“CXTO” on the OTCBB exchange in the United States; and 


WHEREAS, Consultant
has experience in the area of security analysis, corporate finance, investor
communications; and 


WHEREAS, the Company
desires to engage the services of Consultant to provide written financial
materials including, but not limited to, comprehensive Analytical Profiles,
Summary Reports and Equity Notes, as well as providing investor relations
services and communications with existing shareholders, brokers, dealers and
other investment professionals, as to the Company’s current and proposed
activities; 


NOW THEREFORE, in
consideration of the premises and the mutual covenants and agreements herein
set forth, and intending to be legally bound, the Company and Consultant agree
as follows: 


	
 

	
 

	
 


	
1.

	
Term of
 Consultancy. The Company engages Consultant to act
 in a consulting capacity to the Company, and Consultant agrees to provide
 services to the Company commencing on the date first set forth above and
 ending twelve months after the execution of this agreement (the “term of this
 Agreement”). 


	
 

	
 


	
2.

	
Duties of
 Consultant. The Consultant will generally provide
 the following consulting services (the “Services”) during the term of this
 Agreement: 


	
 

	
 

	
 


	
 

	
a.

	
Provide
 written analytical coverage and reports, advise and assist the Company in
 developing and implementing appropriate plans and materials for presenting the
 Company and its business plans, strategy and objectives to the financial
 community; 


	
 

	
 

	
 


	
 

	
b.

	
Write and
 disseminate four comprehensive Analytical
 or Corporate Profiles and or
 Updates regarding the Company to shareholders, brokers, dealers
 and other investment community professionals and the general investing public
 within the Consultant’s network; 


	
 

	
 

	
 


	
 

	
c.

	
Create and
 update 2 page glossy fact sheet; 


	
 

	
 

	
 


	
 

	
d.

	
Create and
 update two to six Summary Reports;
 


	
 

	
 

	
 


	
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e.

	
Write and
 distribute Equity Notes when
 applicable during contract period; 


	
 

	
 

	
 


	
 

	
f.

	
Include a
 company write up in 12 monthly newsletters; 


	
 

	
 

	
 


	
 

	
g.

	
Include a
 company write up in 240 daily newsletters; 


	
 

	
 

	
 


	
 

	
h.

	
Featured the
 company on WSR’s website with dedicated landing page; 


	
 

	
 


	
3.

	
Allocation
 of Time and Energies. The Consultant will perform
 the Services in a professional manner in accordance with accepted industry
 standards and in compliance with applicable securities laws and regulations.
 Although no specific hours-per-day requirement will be required, the parties
 acknowledge and agree that a disproportionately large amount of the effort to
 be extended and the costs to be incurred by the Consultant, and the benefits
 to be received by the Company, are to be expected to occur upon and shortly
 after, and in any event, within two months of the effectiveness of this
 Agreement. It is explicitly understood that Consultant’s performance of its
 duties hereunder will in no way be measured by the price of the Company’s common
 stock, nor the trading volume of the Company’s common stock. It is understood
 that the Company is entering into this Agreement with the understanding that
 Gerald N. Kieft and or Paul Silver will be the principal(s) of Consultant
 during the entire term of this Agreement. 


	
 

	
 


	
4.

	
Remuneration.
 As full and complete compensation for Consultant’s agreement to perform the
 Services, the Company shall compensate the Consultant as follows: 


	
 

	
 

	
 


	
 

	
a.

	
For
 undertaking this engagement and for other good and valuable consideration,
 the Company agrees to issue and deliver to the Consultant a “Commencement
 Bonus”, payable in the form of 1,000,000 shares of the Company’s 144
 restricted Common Stock (“Common Stock”) and $0.00 in cash. The 144
 restricted Common Stock portion of the Commencement Bonus shall be issued to
 the Consultant immediately following execution of this Agreement and shall,
 when issued to the Consultant, be fully paid and non-assessable. The Company
 understands and agrees that Consultant has forgone significant opportunities
 to accept this engagement and the Company derives substantial benefit from
 the execution of this Agreement and the ability to establish its relationship
 with Consultant. The shares of Common Stock issued as a Commencement Bonus,
 therefore, constitute payment for Consultant’s agreement to consult with the
 Company and are a nonrefundable and non-ratable retainer (with the exception
 of the provisions set forth in Section 15 below). Such Shares are not a
 prepayment for future services. If the Company attempts to terminate this
 Agreement prior to the expiration of 








	
 

	
 


	
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its term for
 any reason whatsoever, it is agreed and understood that Consultant will not
 be requested or demanded by the Company to return any of the Shares paid to
 it hereunder. Consultant aggress to a leak out provision for the Common Stock
 and is limited to selling 200,000 shares per month once the restriction has
 been lifted from the certificate.


	
 

	
 

	
 


	
 

	
b.

	
The Company
 will also pay the Consultant a $5,000 per month maintenance fee which is due
 on the 15th of each month with the 1st payment due
 immediately upon the execution of this agreement. However, Consultant aggress
 to accrue to 1st two payments for up to sixty (60) days from the
 signing of this contract, as well as accruing $2,000 of the $5,000 monthly
 maintenance fee for up to six (6) months. 


	
 

	
 

	
 


	
 

	
c.

	
All shares
 of the Common Stock issued pursuant to this Agreement shall be issued in the
 name of Consultant. The Company agrees that all shares of Common Stock issued
 to Consultant hereunder shall carry “piggyback registration rights” whereby
 such shares will be included in the next Registration Statement filed by the
 Company with the Securities and Exchange Commission (“SEC”), pursuant to which
 such shares and options could be registered, and Company will use its best
 efforts to cause such Registration Statement to be declared effective by the
 SEC as soon as possible thereafter. It is further agreed that if at any time
 during the term of this agreement, the Company or substantially all of the
 Company’s assets are merged with or acquired by another entity, or some other
 change occurs in the legal entity that constitutes the Company, the
 Consultant shall retain and will not be requested by the Company to return
 any of the Common Stock issued to Consultant. 


	
 

	
 

	
 


	
 

	
d.

	
Consultant
 acknowledges that the shares of Common Stock to be issued pursuant to this
 Agreement (collectively, the “Shares”) have not been registered under the
 Securities Act of 1933 and accordingly are “restricted securities” within the
 meaning of Rule 144 of the Act. As such, the shares may not be resold or
 transferred unless the Company has received an opinion of counsel reasonably
 satisfactory to the Company that such a resale or transfer is exempt from the
 registration requirements of Rule 144 of the Act. 








	
 

	
 


	
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5.

	
Finder’s Fee
 


	
 

	
 

	
 


	
 

	
a.

	
If, during
 the term of this Agreement, or within one-year thereafter, any Fee
 Transaction(s) (as herein defined) occur(s), then the Company shall pay to
 Consultant a finder’s fee (the “Fee”) as follows and is herein defined). 


	
 

	
 

	
 


	
 

	
b.

	
 








	
 

	
 

	
 

	
 

	
 

	
 


	
WSR
 Funding Referral Fees


 Funding/Transaction Amount

	
 

	
Fee

	
 


	


	
 

	


	
 


	
$

	
100,000 to $250,000

	
 

	
$

	
5,000

	
 


	
$

	
250,000 to $500,000

	
 

	
$

	
10,000

	
 


	
$

	
500,000 to $750,000

	
 

	
$

	
15,000

	
 


	
$

	
750,000 to $1 million

	
 

	
$

	
20,000

	
 


	
$

	
1 million to $2.49 million

	
 

	
$

	
30,000

	
 


	
$

	
2.49to $5 million

	
 

	
$

	
50,000

	
 


	
$

	
5 to $10 million

	
 

	
$

	
100,000

	
 


	
$

	
10 million plus

	
 

	
$

	
150,000

	
 








	
 

	
 

	
 


	
 

	
c.

	
The term
 “Fee Transaction” means any investment made directly or indirectly in, or
 debt financing provided to or for the benefit of, the Company or its
 shareholders by any third party originally introduced by Consultant to the
 Company during the term of this Agreement and not previously known to the
 Company or its consultants. The term “Consideration” means the aggregate
 amount of cash and the fair market value (on the date of payment) of
 securities or assets received by, or for the benefit of, the Company or its
 shareholders in connection with a Fee Transaction. “Consideration” includes,
 but is not limited to, the total fair market value of (a) cash, securities,
 assets and other tangible property received by the Company or its
 shareholders in a Fee Transaction, or distributable to the Consultant or its
 shareholders upon liquidation or dissolution of the Consultant following a
 Fee Transaction, (b) any amounts payable to the Company or its shareholders
 under any non-compete agreement or other agreements entered into in
 connection with a Fee Transaction, and (c) any compensation payable to any
 shareholder of the Company under any employment or consulting contract
 entered in connection with a Fee Transaction but only to the extent such
 compensation exceeds the then-current compensation of such shareholder. 


	
 

	
 

	
 


	
 

	
d.

	
If the
 Consideration shall consist entirely of cash paid at the closing of a Fee
 Transaction, the fee payable to Consultant shall be paid to Consultant upon
 such closing. To the extent the Consideration is paid at closing and consists
 wholly or partially of stock, other securities or other property (other than
 cash), the Company shall use its best efforts to make a cash 








	
 

	
 


	
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payment to
 Consultant at closing, equivalent to the “Fair Value” of such Consideration,
 defined as the fair value to be agreed upon between Consultant and the
 Company and taking into account appropriate discounts for any applicable
 holding periods, volume, contractual, legal or other limitations or
 restrictions on sale or transfer, “blockage discounts” or any other
 limitations or restrictions on alienation with respect to any such stock,
 other securities or other property; however, if such valuation is not
 feasible or practicable, or if such fair value is not agreed upon, a portion
 of Fee may be paid to Consultant in the same form (i.e., stock, other
 securities or other property) and in the same proportions in which the
 Consideration is received by the Company or its stockholders, as the case may
 be.


	
 

	
 

	
 


	
 

	
e.

	
If the
 Consideration shall consist entirely of cash, but the payment(s) of all or
 any portion(s) of the Consideration shall be deferred and shall not be made
 until after closing of a Fee Transaction, the Company may, in its discretion,
 pay to Consultant the Fee on the same pro rata basis and at the same time or
 times as the Consideration is received by the Company or the Company’s
 stockholders (as the case may be). If any of the deferred payment(s) of the
 Consideration consists wholly or partially of stock, other securities or
 other property (other than cash), then with respect to each such payment, the
 Company shall use its best efforts to make a cash payment to Consultant
 equivalent to the Fair Value of such Consideration; however, if such
 determination of Fair Value is not feasible or practicable or if such Fair
 Value is not agreed upon, a portion of the Fee may be paid to Consultant in
 the same form (i.e., stock, other securities or other property) at the same
 time and in the same proportion in which the Consideration is received by the
 Company or its stockholders, as the case may be. 


	
 

	
 

	
 


	
 

	
f.

	
Notwithstanding
 all of the foregoing provisions of this Section Five (5), in lieu of payment
 of portions of the Fee as the Consideration is so received, the Company may,
 at its option, pay to the Consultant the entire Fee in cash at closing,
 discounted to take into account the reasonably projected rate of inflation,
 and the period over which the Consideration is to be received, the
 then-generally-prevailing interest rate for unsecured debt obligations for
 such period of time of corporate borrowers of the highest credit standing,
 and, if applicable, the factors set forth in Section Five, paragraph d, with
 regard to Consideration in the form of stock, other securities or other
 property. 


	
 

	
 

	
 


	
 

	
g.

	
The Fee
 payable to Consultant will be in addition to any fees payable by the Company
 to any other intermediary, if any, which shall be per separate agreements
 negotiated between the Company and such other intermediary. In reference to
 the Company procuring financing sources and acquisition and merger candidates
 through Consultant which qualify 








	
 

	
 


	
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as a Fee
 Transaction, It is specifically understood that Consultant is not nor does it
 hold itself out to be a Broker/Dealer or investment adviser, but rather
 merely a “Finder”.


	
 

	
 

	
 


	
 

	
h.

	
It is
 further understood that the Company, and not Consultant, is responsible to
 perform any and all due diligence on any lender, equity purchaser or
 acquisition/merger candidate introduced to it by Consultant under this
 Agreement, prior to the Company receiving funds or closing on any
 acquisition. 


	
 

	
 

	
 


	
 

	
i.

	
Consultant
 will notify the Company of introductions it makes for potential sources of
 financing or acquisitions in a timely manner (within three (3) days of each
 introduction). If the Company has a preexisting relationship with such
 nominee and believes such party should be excluded from the Agreement, then
 the Company will notify Consultant immediately of such circumstances via
 facsimile memo (“fax”). 


	
 

	
 


	
6.

	
Expenses.
 Consultant agrees to pay for all its expenses (phone, labor, etc.), other
 than extraordinary items for which the Company will reimburse Consultant.
 Such extraordinary items include travel and entertainment required by/or
 specifically requested by the Company, luncheons or dinners for large groups
 of investment professionals, mass faxing to a sizable percentage of the
 Company’s constituents, investor conference calls, print advertisements in
 publications, and like expenses which must be approved by the Company prior
 to its incurring an obligation for reimbursement. 


	
 

	
 


	
7.

	
Indemnification.
 


	
 

	
 

	
 


	
 

	
a.

	
The Company
 agrees to indemnify and hold harmless Consultant, its officers, directors,
 employees, affiliates and agents harmless from and against any and all
 losses, claims, damages and liabilities, related to or arising out of any
 breach by the Company of its obligations under this Agreement and/or the
 Company’s actions in connection with the transactions and/or activities
 contemplated herein. 


	
 

	
 

	
 


	
 

	
b.

	
Consultant
 agrees to indemnify and hold harmless Company, its officers, directors,
 employees, affiliates and agents harmless from and against any and all
 losses, claims, damages and liabilities, related to or arising out of any
 breach by Consultant of its obligations under this Agreement and/or the
 Consultant’s actions in connection with the transactions and/or activities
 contemplated herein. 


	
 

	
 

	
 


	
8.

	
Representations.
 The Company warrants and represents that all oral communications, written documents
 or materials furnished to Consultant are accurate, and the Consultant
 warrants and represents that all communications by Consultant with the
 public, with respect to the financial affairs, operations, 








	
 

	
 


	
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profitability
 and strategic planning of the Company, will be in accordance with information
 provided to it by the Company. The Consultant may rely upon the accuracy of
 the information provided by the Company without independent investigation.
 Consultant represents that it is not required to maintain any licenses and
 registrations under federal or any state regulations necessary to perform the
 Services set forth herein. Consultant acknowledges that to the best of its
 knowledge, the performance of the Services will not violate any rule or
 provision of any regulatory agency having jurisdiction over Consultant.
 Consultant acknowledges that to the best of its knowledge, Consultant and its
 officers and directors are not the subject of any investigation, claim,
 decree or judgment involving any violation of the SEC or securities law. The
 Company acknowledges that to the best of its knowledge that it has not
 violated any rule or provision of any regulatory agency having jurisdiction
 over the Company. The Company also acknowledges that, to the best of its
 knowledge, the Company is not the subject of any investigation, claim, decree
 or judgment involving any violation of the SEC or securities laws.


	
 

	
 


	
9.

	
Status as
 Independent Contractor. Consultant’s engagement
 pursuant to this Agreement shall be as independent contractor, and not as
 employee, officer or other agent of the Company. Neither party to this
 Agreement shall represent or hold itself out to be the employer or employee
 of the other. Consultant further acknowledges the consideration provided
 hereinabove is a gross amount of consideration and that the Company will not
 withhold from such consideration any amounts as to income taxes, social
 security payments or any other payroll taxes. All such income taxes and other
 such payment shall be made or provided for by Consultant and the Company
 shall have no responsibility or duties regarding such matters. Neither the
 Company nor the Consultant possesses the authority to bind each other in any
 agreements, without the express written consent of the entity to be bound. 


	
 

	
 


	
10.

	
Attorneys’
 Fees. If any legal action(s) or any arbitration or
 other proceeding(s) is brought for the enforcement or interruption of the
 Agreement, or because of alleged dispute, breach, default or misrepresentation
 in connection with or related to this Agreement, the successful or prevailing
 party shall be entitled to recover reasonable attorney’s’ fees and other
 costs in connection with that action(s) or proceeding(s), in addition to any
 other relief to which they may be entitled. 


	
 

	
 


	
11.

	
Waiver.
 The waiver by either party of a breach of any provision of this agreement by
 the other party shall not operate or be construed as a waiver of any
 subsequent breach by such other party. 


	
 

	
 


	
12.

	
Notices.
 All notices, requests, and other communications hereunder shall be deemed to
 be duly given if sent by U.S. mail, postage prepaid, addressed to the other
 party at the address set forth herein below: 








	
 

	
 


	
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Company
 Address:

	
Consultants
 Address: 


	
 

	
 


	
CX2 Technologies, Inc.

	
Wall Street Resources, Inc. 


	
3700 Airport
 Road, Suite 410B

	
2646 SW Mapp
 Road, Suite 303


	
Boca Raton,
 FL 33431

	
Palm City,
 FL 34990








	
 

	
 


	
 

	
Either party
 may change address, to which notices for it shall be addressed by providing
 notice of such change to the other party, in the manner set forth in this
 paragraph.


	
 

	
 


	
13.

	
Choice of
 Law, Jurisdiction and Venue. This Agreement shall be
 governed by, construed and enforced in accordance with the internal laws of
 the State of Florida, without giving effect to its conflict of laws or choice
 of law principles. 


	
 

	
 


	
14.

	
Arbitration.
 Any controversy or claim arising out of or relating to this Agreement, or the
 alleged breach thereof, or relating to Consultant’s activities or
 remuneration under this Agreement, shall be settled by binding arbitration in
 Wilmington, Delaware in accordance with the applicable rules of the American
 Arbitration Association, and judgment on the award rendered by the
 arbitrator(s) shall be binding on the parties and may be entered in any court
 having jurisdiction. 


	
 

	
 


	
15.

	
Due
 Diligence Period. The Consultant retains the right
 to terminate this Agreement for thirty (30) days from the effectiveness of
 this Agreement while Consultant completes due diligence. Consultant explicitly
 understands that all Cash, Common Stock, Options or any other compensations
 received by the Consultant from the Company will be forfeited and returned to
 the company within five (5) days of written termination of the Agreement. 


	
 

	
 


	
16.

	
Right to Change
 Opinion. It is explicitly understood that forecasts,
 price targets and ratings are based heavily upon timely information supplied
 by the Company that is deemed to be realistic and accurate. Consultant
 reserves the right to revise their opinion regarding, but not limited to,
 revenue projections, income projections, price targets or rating in light of
 new information or if any prior information is found to be inaccurate or
 misleading. It is further agreed that Consultant reserves the right to revise
 their opinion regarding, but not limited to, revenue projections, income
 projections, price targets or rating in light of any significant or material
 change in the Company including, but not limited to, excessively dilutive
 financing, change in business model, merger, acquisition or change in
 management. 


	
 

	
 


	
17.

	
Complete
 Agreement. This Agreement contains the entire
 agreement of the parties relating to the subject matter hereof. This
 Agreement and its terms may not be changed orally, but only by an agreement in
 writing signed by the party against whom enforcement of any waiver, change,
 modification, extension or discharge is sought. 








	
 

	
 


	
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AGREED TO:

	
 

	
 


	
 

	
 

	
 


	
“The
 Company”

	
CX2 Technologies, Inc.


	
 

	
3700 Airport
 Road, Suite 410B


	
 

	
Boca Raton,
 FL 33431


	
 

	
 

	
 


	
Dated:  September 10, 2008

	
By:

	
 /s/ Michael Rand


	
 

	
 

	



	
 

	
 

	
Michael Rand


	
 

	
 

	
Chief
 Executive Officer


	
 

	
 

	
and Its Duly
 Authorized Officer


	
 

	
 

	
 


	
“Consultant”

	
Wall Street Resources, Inc.


	
 

	
2646 SW Mapp
 Road


	
 

	
Suite 303


	
 

	
Palm City,
 FL 34990


	
 

	
 

	
 


	
Dated:  September 10,2008

	
By:

	
 /s/Gerald N. Kieft


	
 

	
 

	



	
 

	
 

	
Gerald N.
 Kieft


	
 

	
 

	
President


	
 

	
 

	
and Its Duly
 Authorized Officer








	
 

	
 


	
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