Filed by Bowne Pure Compliance




Exhibit 10.1
CONSULTING AGREEMENT




This Consulting Agreement (the “Agreement”) is made as of February 9, 2009 by and between
XENONICS HOLDINGS, INC., A Nevada corporation (the “Company”), and MULTIVARIABLE SOLUTIONS LLC
(“Consultant”).



1. Consulting Arrangement. The Company shall retain Consultant, and Consultant shall
serve the Company as a Consultant.



2. Duties. Consultant will perform consulting services for the Company as its advisor
in sales, marketing and strategic planning matters involving the military and other agencies or
entities. Consultant’s potential services are more particularly described on Exhibit “A” attached
hereto.



3. Term. The term of the Agreement (“Term”) shall be for twelve (12) months
commencing February 9, 2009 and ending on February 8, 2010, and shall automatically be extended
from year-to-year unless either party gives thirty (30) days written notice to the other party.
This Agreement can be terminated by either party at any time with thirty (30) days written notice
to the other party.



4. Compensation. The Company shall pay to Consultant $10,000 per month. In addition,
the Company shall pay Consultant: (i) three percent (3%) of net payments to the Company relating to
purchase orders received by the Company during the Term hereof for which Consultant provides
material services; and (ii) three percent (3%) of all net payments to the Company relating to
purchase orders received by the Company during the Term hereof from the Crew-Served Program and the
I Corps, U.S. Army Operational Needs Statement.



5.  Termination of Options. Consultant presently owns options to purchase 125,000
shares of common stock of the Company. These options will be terminated as of the date hereof and
shall be of no further force or effect.



6. Expenses. All travel, entertainment and other reasonable business expenses
incident to the rendering of services by Consultant hereunder will be promptly paid or reimbursed
by the Company subject to the submission being in accordance with the Company’s policies in effect
from time to time.



7. Non-Disclosure. Consultant will not at any time after the date of this Agreement
divulge, furnish, or make accessible to anyone (other than in the regular course of business of the
Company) any knowledge or information with respect to confidential or secret processes, inventions,
discoveries, improvements, formulas, plans, material, devices, or ideas or other know how, whether
patentable or not, with respect to any confidential or secret engineering, development or research
work or with respect to any other confidential or secret aspect of the business of the Company.


 


 









 





8. Counterparts. This Agreement may be executed in counterparts, each of which shall
be deemed to be one and the same instrument.



IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first
above written.



	 	 	 	 	 
	 	XENONICS HOLDINGS, INC.

 	 
	 	By:  	/s/ Alan P. Magerman
 	 
	 	 	Alan P. Magerman, Chairman 	 
	 	 	 	 
	 
	 	MULTIVARIABLE SOLUTIONS LLC

 	 
	 	By:  	/s/ Charles Hunter
 	 
	 	 	Charles Hunter, 	 
	 	 	Managing Member 	 
	 




 


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