Exhibit 10.1 Advisory Services Agreement CRESA Capital Mkts


     

    Exhibit
      10.1

     

     

    ADVISORY
      SERVICES AGREEMENT

     

    This
      ADVISORY SERVICES AGREEMENT (this “Agreement”) is made and entered into
      effective September 1, 2005 by and between Fairways Equities, LLC (“Fairways” or
      the “Advisor”) a Texas LLC and CRESA Capital Markets Group, LP (the “Company”),
      and Ascendant Solutions, Inc. (“Ascendant”), to be effective upon the (the
“Effective Date”) even date herewith. 

    Recitals

    


    
      	A.  	
              The
                Company desires to avail itself of the experience, sources of information,
                advice, assistance, and certain facilities and/or personnel of, or
                available to, Fairways.

            


    

    


    
      	B.  	
              Fairways
                is willing to make available to the Company such experience, sources
                of
                information, advice, assistance, and certain
                facilities.

            


    

    


    NOW,
      THEREFORE, in consideration of the premises and the covenants contained herein,
      the parties hereto agree as follows:

    


    
      	1.  	
              Advisory
                Services.
                Upon request of the Company, Fairways hereby agrees to render, through
                one
                or more of its employees, affiliates, directors or contractors, advisory
                services to the Company concerning financial, accounting, corporate
                development, marketing, acquisition, strategic planning and general
                managerial matters of the Company or its affiliates, as well as investment
                banking and similar services contemplated under the Co-marketing
                and
                Licensing Agreement dated 10/23/2002 between Company and CRESA Partners,
                including by the way of example and not in limitation of the generality
                of
                the foregoing, (a) assistance and advice with respect to planning,
                analyzing and forecasting long-term financial outlook and needs,
                (b)
                assistance and advice with respect to locating, arranging, negotiating,
                analyzing, and obtaining debt and equity resources, (c) assistance
                and
                advice regarding all types of contracts proposed to be entered into,
                (e)
                assistance and advice with respect to formulating and implementing
                sales,
                marketing, advertising, and promotional programs, (f) assistance
                and
                advice with respect to locating, negotiating, analyzing, and closing
                capital markets advisory services transactions and (g) the rendering
                of
                general management consultation and business advice (collectively,
                the
                “Advisory Services”) and the Company agrees to utilize the Advisory
                Services of Fairways on the terms and conditions contained herein.
                Fairways shall have the sole discretion and flexibility to choose
                which of
                its employees will render Advisory Services and when, subject to
                any
                reasonable request of the Company, such Advisory Services will be
                rendered.

            


    

    


    
      	2.  	
              Term
                of Agreement.
                This Agreement shall commence on the Effective Date and shall
                automatically terminate upon the parties hereto mutual agreement
                in
                writing to terminate this
                Agreement.

            


    

    Upon
      termination of this Agreement, any obligations of the Company or Fairways
      hereunder shall cease, except for any obligations of the Company to pay to
      Fairways any accrued but unpaid compensation payable under this
      Agreement.

    


    
      	3.  	
              Compensation.
                As compensation for all of the Advisory Services of Fairways rendered
                hereunder, the Company shall, beginning September 1, 2005, pay to
                Fairways
                a management fee of 25% of net revenues (defined as gross revenues
                less
                any revenue sharing fees). This fee shall be paid within 10 days
                of
                collection of the gross fee by Company. The Company shall review
                such fee
                annually on or prior to the anniversary of this Agreement for
                consideration of reasonable adjustments, which adjustments shall
                not be
                unreasonably withheld.

            


    

    


    
      	 	
              The
                Company shall also pay 40% of net revenues to Fairways as compensation
                to
                the principals working on the transaction that generated the revenue.
                Fairways shall be responsible for allocation of this amount for
                individuals.

            


    

    Notwithstanding
      the preceding two paragraphs, the Company shall repay all outstanding advances
      from affiliates prior to the payment of any management fees or other
      compensation fees to Fairways.


    
      
        
        

      

      
        -32-

        
          

        

      

      
        
        

      

    


    


    
      	4.  	
              Obligations
                Assumed by Fairways.
                In
                providing the Advisory Services contemplated herein, Fairways agrees
                that
                it will assume the obligation of all overhead expenses of the Company
                in
                exchange for the compensation outlined in #3 above, including but
                not
                limited to, (a) payroll and related employee benefit costs (b) marketing
                (c) travel and entertainment (d) rent and occupancy related costs
                (e)
                computer costs and (f) other costs necessary to execute the Company’s
                business. 

            


    

    


    
      	5.  	
              Notices.
                All notices, requests, demands and other communications hereunder
                shall be
                in writing and shall be sent by registered or certified mail, postage
                prepaid, overnight courier or by facsimile as
                follows:

            


    

    


    
      	a.  	
              If
                to the Company, to:

            


    

    CRESA
      Capital Markets Group, LP

    16250
      Dallas Parkway, Suite 101

    Dallas,
      Texas 75248

    Attn:
      Cathy Sweeney

    Facsimile
      Number: 972-250-1734

    Telephone
      Number: 972-250-1645

    


    
      	b.  	
              If
                to Fairways Equities, LLC, to:

            


    

    Jim
      Leslie

    Fairways
      Equities LLC

    16250
      Dallas Parkway, Suite 101

    Dallas,
      TX 75248

    Facsimile
      Number: 972-250-1734

    Telephone
      Number: 972-250-1618

    


    
      	c.  	
              If
                to Ascendant:

            


    

    David
      Bowe

    Ascendant
      Solutions, Inc.

    16250
      Dallas Parkway, Suite 205

    Dallas,
      Texas 75248

    Facsimile
      Number: 972-250-0934

    Telephone
      Number: 972-250-0945

    


    Any
      party
      may change its address for receiving notice by written notice given to the
      others named above.

    


    
      	6.  	
              Other
                Business Activities.
                The Company understands that Fairways will perform for other entities
                advisory services similar to the Advisory Services performed hereunder.
                Nothing in this Agreement shall restrict or limit the right of Fairways,
                the Company, or their respective affiliates or associates to engage
                in
                whatever activities they choose, provided that such activities are
                not
                competitive with matters covered by this Agreement, and none of them
                shall, as a result of this Agreement, incur any obligation to offer
                any
                interest in such activities to any party
                hereto.

            


    

    


    
      	7.  	
              Binding
                Effect.
                This Agreement shall be binding upon Fairways and the Company and
                their
                respective successors, assigns, and
                representatives.

            


    

    


    
      	8.  	
              Assignment.
                Neither this Agreement nor the rights and obligations hereunder may
                be
                assigned by operation of law or otherwise without the express consent
                of
                the other party (which consent may be granted or withheld in the
                sole and
                absolute discretion of such other
                party).

            


    

    


    
      	9.  	
              Governing
                Law.
                This Agreement will be governed by, and construed in accordance with,
                the
                laws of the State of Texas applicable to contracts executed in and
                to be
                performed entirely within that state. Any action or proceeding under
                or in
                connection with this Agreement shall be brought in any state or federal
                court in Dallas County, Texas. The Company hereby irrevocably (i)
                submits
                to the exclusive jurisdiction of such courts, and (ii) waives any
                objection it may now or hereafter have as to the venue of any such
                action
                or proceeding brought in such court or that such court is an inconvenient
                forum.

            


    


    
      
        
        

      

      
        -33-

        
          

        

      

      
        
        

      

    


    


    


    
      	10.  	
              Severability.
                In any term or other provision of this Agreement is invalid, illegal
                or
                incapable of being enforced under any law or public policy, all other
                terms and provisions of this Agreement will nevertheless remain in
                full
                force and effect. Upon such determination that any term or other
                provision
                is invalid, illegal or incapable of being enforced, the parties hereto
                will negotiate in good faith to modify this Agreement so as to effect
                the
                original intent of the parties as closely as possible in an acceptable
                manner.

            


    

    


    
      	11.  	
              Counterparts.
                This Agreement may be executed in a number of identical counterparts,
                each
                of which, for all purposes, is to be deemed an original, and all
                of which
                constitute, collectively, one agreement; but in making proof of this
                Agreement, it shall not be necessary to produce or account for more
                than
                one such counterpart.

            


    

    


    
      	12.  	
              Amendment.
                Neither this Agreement nor the rights and obligations hereunder may
                be
                assigned by operation of law or otherwise without the express written
                consent of the nonassigning party (which consent may be granted or
                withheld in the sole and absolute discretion of such
                party).

            


    

    


    
      	13.  	
              Entire
                Agreement.
                This Agreement and any other agreements delivered pursuant hereto
                or
                thereto constitute the entire understanding among the parties hereto
                with
                respect to the subject matter hereof and supersede all other agreements
                and understandings among the parties, both written and
                oral.

            


    

    


    
      	14.  	
              Headings.
                The various titles or the paragraphs, captions, headings, and arrangements
                herein are used solely for convenience, shall not be used for interpreting
                or construing any word, clause, paragraph, or subparagraph of this
                Agreement, and do not in any way affect, limit, amplify, or modify
                the
                terms hereof.

            


    

    


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

     

    


     

    

      
        	 	 	
                Fairways
                  Equities, LLC

              
	 	
                By:

              	
                /s/
                  Jim Leslie

              
	 	 	
                Jim
                  Leslie

              
	 	 	 
	 	 	
                CRESA
                  Capital Markets Group, LP

              
	 	
                By:

              	
                /s/
                  Cathy Sweeney

              
	 	 	
                Cathy
                  Sweeney

              
	 	 	 
	 	 	
                Ascendant
                  Solutions, Inc.

              
	 	
                By:

              	
                /s/
                  David E. Bowe

              
	 	 	
                David
                  E. Bowe

              


      

    

     

    


     

     

     

     

     

     

     

     

    -34-