Consulting Agreement

Consulting Agreement

by Corporate Resource Services
September 5th, 2001

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

          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.

          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,  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:

          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



          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.

          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