EXHIBIT 10.6




AGREEMENT
FOR PROFESSTIONAL SERVICES
 
 
 by
and between
 
 TRUSSNET
USA, INC. (a Nevada corporation)
 
 and
 
 TRUSSNET
USA, INC. (a Delaware Corporation)
 
 
 
 
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 Agreement
for Professional Services
 
 This Agreement for Professional
Services("Agreement") is entered into as of April 10, 2008 ("Effective
Date") by and between Trussnet USA, Inc., a Nevada corporation
(“TNN”), andTrussnet USA, Inc., a
Delaware corporation (“TND”).  TNN and TND are hereinafter referred to
individually as a "Party" and collectively as "Parties."
 
 RECITALS
 
 A.
              TND
      and its affiliated companies worldwide are in the business of designing,
      developing, operating, and providing managerial services for the
      construction of wireless telecommunications facilities globally and
      maintaining the same;
 
 B.
              TNN
      is in the process of acquiring, designing, developing operating and
      maintaining wireless telecommunications facilities in South America,
      Europe, Russia and the People’s Republic of China
  (“PRC”);
 
 C.
              CECT-Chinacomm
      Communications Co. Ltd. (“Chinacomm”) is a telecommunications operator
      which holds licenses for the use of 3.5GHz spectrum to deploy, maintain
      and operate a wireless telecommunications broadband network in 29 cities
      throughout the PRC;
 
 D.
              TNN
      has agreed to provide financial and professional assistance to Chinacomm
      for building, deploying and operating Chinacomm’s 3.5GHz wireless
      telecommunications broadband network in the 29 cities throughout the PRC;
      and
 
 E.
              TND
      has agreed to provide professional services to TNN to fulfill its
      contractual obligations to Chinacomm for building, deploying and operating
      Chinacomm’s 3.5GHz wireless telecommunications broadband network in the 29
      cities throughout the PRC in accordance with the terms and conditions of
      this Agreement.
 
 
 
 
 
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 AGREEMENT
 
 NOW, THEREFORE,for good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, and intending to be legally bound, the Parties agree as
follows:
 
 1. Term
of this Agreement
 
 The term
of this Agreement shall be for two years, effective as April 10, 2008 and
expiring April 9, 2010 (“Term”).  Notwithstanding the foregoing,
either party to this Agreement shall have the right to terminate the Term of
this Agreement by providing the other party with sixty (60) days prior written
notice of its desire to terminate the Agreement.  TNN shall be
obligated to pay for Services provided by TND to TNN during the sixty (60) day
notice of termination period.
 
 3.      Services
to be Performed by TND
 
 TND shall
perform the following professional services (the “Services”) as an independent
contractor to TNN in connection with the deployment of the wireless
telecommunications broadband network in the 29 cities in the PRC: (i)
architectural and engineering services; (ii) project management services; (iii)
site acquisition services: (iv) deployment supervision services; (v) general
administrative services to the extent not otherwise included in the charge for
Services; and (vi) any other professional services TNN deems necessary to fully
deploy Chinacomm’s wireless telecommunications broadband network in the 29
cities in the PRC.
 
 4. Payment
 
 TNN shall
pay TND for the Services it provides to itat TND’s standard hourly
rates and/or based upon a fixed fee for specific Services.  Hourly
time charges are subject to change by TND upon thirty (30) days prior written
notice to TNN.Within ten (10) days
after the end of each calendar month during the Term of this Agreement, or at
such other intervals as TNN and TND mutually agree, TND shall submit an invoice
to TNN, generally describing the Services during the prior month or agreed upon
time interval and identifying the amount of compensation due TND for the
Services it has provided to TNN.   TNN shall pay TND’s invoice
for the Services performed within thirty (30) days of receipt thereof by TNN,
unless the Parties mutually agree upon a different payment
schedule.
 
 5. State
and Federal Taxes
 
 TND shall
assume full responsibility for the payment of any taxes (or any other
obligations or payments) that may be claimed as owed by any unit of government,
as a result of remuneration paid to TND for performance of the
Services.  This includes income, Social Security, Medicare and
self-employment taxes.  TND shall also pay all unemployment
contributions related to the performance of the Services.  TND shall
defend and indemnify TNN with regard to any such payments.
 
 6. Fringe
Benefits
 
 Neither
TND nor any of its employees shall be eligible to receive any employee benefits
from TNN, including, but not limited to, medical, dental, vision, long-term
disability, accidental death and dismemberment, flexible spending account,
mental health services, family and medical care leave benefits, vacation
benefits and participation in any TNN 401 (k) plan.
 
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 7. Independent
Contractor Status
 
 The
Parties intend TND to act as an independent contractor in the performance of the
Services.  TND shall have the right to control and determine the
methods and means of performing the Services.  TND shall use his own
expertise and judgment in performing the Services.
 
 8. Equipment
and Supplies
 
 TND, at
its sole expense, shall provide all equipment, tools and supplies necessary to
perform the Services.
 
 9. Expenses
 
 TND shall
be responsible for all expenses required for the performance of the
Services.
 
 10. Confidential
Information
 
 In order
to assist TND in the performance of the Services, TNN may supply TND, from time
to time, with confidential information concerning TNN and its operations,
customers and suppliers, hereinafter referred to as “Confidential
Information.”  TND shall hold confidential and not disclose to others,
either directly or indirectly, any and all Confidential Information, propriety
information, technical data, trade secrets or know-how, including, but not
limited to, research, product plans, products, services, customers, customer
lists, markets, software, developments, inventions, processes, formulas,
technology, designs, financial data and other business information which may be
learned from TNN before and during the term of this Agreement (collectively,
“TNN Confidential Information”), unless the same have been furnished directly to
TND by TNN and TND is advised in writing by TNN that such information is not TNN
Confidential Information.  TND acknowledges that the terms and
conditions of this Agreement are deemed confidential by TNN and agrees not to
disclose any information regarding it to any third party, without TNN’s prior
written consent.  All documents containing TNN Confidential
Information shall be returned to TNN, and no copies shall be retained by TND
upon the termination or expiration of this Agreement.  Not
withstanding the foregoing, such duty of confidentiality shall not extend to
information which is or comes into the public domain, is rightfully obtained
from third parties under a duty of confidentiality, or which is independently
developed without reference to TNN’s Confidential Information.  The
duties of confidentiality imposed by this Agreement shall survive any
termination or expiration of this Agreement for a period of three (3)
years.  All data and information developed by TND (including notes,
summaries, and reports), while performing the Services, shall be kept strictly
confidential and shall not be revealed to third parties, without TNN’s prior
written consent thereto. All such data and information shall be delivered to TNN
by TND at the request of TNN.
 
 11. Dispute
Resolution
 
 If a
dispute arises relating to this Agreement or the termination thereof, claims for
breach of contract or breach of the covenant of good faith and fair dealing,
claims of discrimination or any other claims under any federal, state or local
law or regulation now in existence or hereinafter enacted, and as amended from
time to time (“Dispute), the Parties shall attempt in good faith to settle the
Dispute through mediation conducted by a mediator to be mutually selected by the
Parties. The Parties shall share the costs of the mediator
equally.  Each Party shall cooperate fully and fairly with the
mediator, and shall attempt to reach a mutually satisfactory compromise of the
Dispute.  If the Dispute is not resolved within thirty (30) days after
it is referred to the mediator, it shall be resolved through final and binding
arbitration, as specified in this Section 11.
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 Binding
arbitration shall be conducted by the Judicial Arbitration and Mediation
Services, Inc. (“JAMS”), sitting in Orange County, California, for resolution by
a single arbitrator acceptable to both Parties.  If the Parties fail
to agree to an arbitrator within ten (10) days of a written demand for
arbitration being sent by one Party to the other Party, then JAMS shall select
the arbitrator according to the JAMS Rules for Commercial
Arbitration.  The arbitration shall be conducted pursuant to the
California Code of Civil Procedure and the California Code of
Evidence.  The award of such arbitrator shall be final and binding on
the Parties, and may be enforced by any court of competent
jurisdiction.  In the event of arbitration to resolve a Dispute or
enforce an arbitrator’s award, the prevailing Party shall be entitled to recover
its attorney’s fees and other out-of-pocket costs incurred in connection
therewith from any non-prevailing Party involved therein.
 
 12. Assignment
of the Agreement; Delegation of Responsibilities; Successors and
Assignees
 
 TND shall
not assign any of its rights under this Agreement or delegate any of its
responsibilities without the prior written consent of TNN, which may be
exercised in its sole discretion. This Agreement binds and benefits the heirs,
successors and assignees of the Parties to this Agreement, subject to the
prohibition on assignments contained in this Section 12.
 
 13. Notices
 
 All
notices, requests and demands to or upon a Party hereto, to be effective, shall
be in writing and shall be sent: (i) certified or registered mail, return
receipt requested; (ii) by personal delivery against receipt; (iii) by overnight
courier; or (iv) by facsimile and, unless otherwise expressly provided herein,
shall be deemed to have been validly served, given, delivered and received: (a)
on the date indicated on the receipt, when delivered by personal delivery
against receipt or by certified or registered mail; (b) one business day after
deposit with an overnight courier; or (c) in the case of facsimile notice, when
sent. Notices shall be addressed as follows:
 
 Trussnet
USA, Inc. (Nevada)
 8105
Irvine Center Drive, Suite 800
 Irvine,
California 92618
 Fax No.
(949) 453-1822
 Attention:
George Alvarez
 
 
 Trussnet
USA, Inc. (Delaware)
 8105
Irvine Center Drive, Suite 820
 Irvine,
California 92618
 Fax No.
(949) 453-1882
 Attention:
Mr. Christopher B. Young
 
 14. Governing
Law
 
 This
Agreement shall be governed by and construed in accordance with the laws of the
State of California, without resort to California’s conflict-of-laws
rules.
 
 15. Counterparts
 
 This
Agreement may be executed in one or more counterparts, each of which shall be
deemed to be an original copy of this Agreement and all of which, when taken
together, shall be deemed to be one and the same
agreement.
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 16. Waiver
 
 If one
Party waives any term or provision of this Agreement at any time, that waiver
will be effective only for the specific instance and specific purpose for which
the waiver was given.  If any Party fails to exercise or delays
exercising any of its rights or remedies under this Agreement, the Party retains
the right to enforce that term or provision at a later time.
 
 17. Severability
 
 If any
court determines that any provision of this Agreement is invalid or
unenforceable, any invalidity or unenforceability will affect only that
provision and will not make any other provision of this Agreement invalid or
unenforceable, and such provision shall be modified, amended or limited only to
the extent of necessary to render it valid and enforceable.
 
 18. Entire
Agreement and Modification
 
 This
Agreement supersedes all prior agreements between the Parties with respect to
its subject matter and constitutes a complete and exclusive statement of the
terms of this Agreement with respect to its subject matter. This Agreement may
not be amended, except in writing signed by both Parties.
 
 Trussnet
USA Inc. (Nevada)
 
 By:
_____________________________________
 Printed
Name: George Alvarez
 Title:
President
 Dated:
April 10, 2008
 
 Trussnet USA, Inc.
(Delaware)
 
 By:
_____________________________________
 Printed
Name: Christopher B. Young
 Title:
Chief Operating Officer
 Dated:
April 10, 2008
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