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This
Consulting Agreement (this “Agreement”) is made as of
February 1, 2009 by and between XENONICS HOLDINGS, INC., A
Nevada corporation (“Company”), and Larry Curfiss
(“Consultant”), and supercedes the Consulting Agreement
between the parties made as of June 4, 2008.
1.
Consulting Arrangement . The Company shall employ
Consultant, and Consultant shall serve the Company as a
Consultant.
2.
Duties . Consultant shall serve as a member of the
Company’s Executive Committee. Consultant will be responsible
for marketing and sales of the Company’s products.
3.
Term . The term of the Agreement shall be for twenty-four
(24) months commencing February 1, 2009 and ending on
January 31, 2011. This Agreement may be terminated by either
party upon thirty (30) days’ written notice.
4.
Compensation . The Company shall pay to Consultant $15,000
per month during the term of this Agreement. In addition, the
Company shall grant Consultant five-year options to purchase
125,000 shares of the Company’s common stock, exercisable at
$.
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