MINDARROW SYSTEMS INC
EXHIBIT 10.8
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<TYPE>EX-10.8
<SEQUENCE>10
<FILENAME>a82462exv10w8.txt
<DESCRIPTION>EXHIBIT 10.8
<TEXT>
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                                                                    EXHIBIT 10.8



                               ADVISORY AGREEMENT


         THIS ADVISORY AGREEMENT (this "AGREEMENT") is entered into as of
________, 2002, by and among MINDARROW SYSTEMS, INC., a Delaware corporation
(the "COMPANY"), and EAST-WEST CAPITAL ASSOCIATES, INC., a California
corporation (the "ADVISOR").

         WHEREAS:

         A. The Company has sold shares of its Common Stock to a group of
accredited investors pursuant to the Securities Purchase Agreement dated
_________, 2002 (the "SECURITIES PURCHASE AGREEMENT"). All capitalized terms not
otherwise defined in this Agreement shall have the meanings set forth in the
Securities Purchase Agreement.

         B. It is a condition of the Securities Purchase Agreement that the
Company enters into this Agreement with the Advisor.

         C. Subject to the terms and conditions of this Agreement, the Company
desires to retain the Advisor to provide certain advisory services to the
Company, and the Advisor desires to provide such services.

         NOW, THEREFORE, in consideration of the mutual covenants contained
herein, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto, hereby agree
as follows:

         1. SERVICES. The Advisor hereby agrees that, during the term of this
Agreement, as set forth in Section 4 of this Agreement, the Advisor
will:

            1.1 review the business, financial, and transaction feasibility of
any proposals made to the Company by C5 Technologies, Inc. with respect to a
possible business combination (the "C5 PROPOSAL");

            1.2 evaluate transaction structures appropriate to the C5 Proposal;
and

            1.3 if requested by the Company, assist with negotiating the C5
Proposal.

         2. COVENANT. The Company hereby agrees that, in order to facilitate the
ability of the Advisor to carry out its respective duties under this Agreement,
the Company will cooperate with the Advisor, such cooperation to include
responding in a reasonable manner and in a reasonable amount of time to all
requests by the Advisor or its respective agents to furnish the Advisor with all
documentation, reports, notes and files and to give the Advisor access to key
employees of the Company, to the extent such information or such key employees
are relevant to the duties of the Advisor.

         3. GRANT OF WARRANTS. In connection with the services to be provided
hereunder and the execution of the Securities Purchase Agreement, the Company
hereby grants to the Advisor a


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warrant, in the form attached hereto as Exhibit A (the "ADVISORY WARRANT"), to
purchase an aggregate of 1,500,000 shares of the Common Stock of the Company at
an exercise price of $0.50 per share. The Advisory Warrant shall expire three
years from the date hereof. For tax purposes only, the Company and the Advisor
agree that the value of the Advisory Warrant as of the date hereof is $100.00.
Notwithstanding anything to the contrary contained herein, the Advisory Warrant
shall be owned free and clear of all liens other than the liens created by the
Advisor and any breach of this Agreement shall not affect the Advisor's
ownership rights of the Advisory Warrant.

         4. TERM.

            4.1 Except as expressly set forth in this Section 4, this Agreement
shall continue in full force and effect until the consummation, termination or
abandonment of the C5 Proposal, unless and until terminated by mutual consent of
the parties.

            4.2 The Advisor shall cease to be a party to this Agreement and,
except as set forth in Section 4.3, shall be released of all of their rights and
obligations hereunder and this Agreement shall terminate upon any of the
following events:

                (a) the Advisor (or a successor or permitted assign of the
Advisor, as the case may be) ceases to provide services to the Company of the
type described in Section 1 above, as determined in the sole discretion of the
Company's Board of Directors; or

                (b) upon election of the Advisor in the event that the Company
materially breaches the terms of this Agreement and fails to cure such breach
within 30 days following written notice thereof.

            4.3 Each of (a) any and all accrued and unpaid obligations of the
Company owed under Section 3 above and (b) the provisions of Section 5.2 and
Sections 6.1 - 6.3 shall survive any termination or expiration of this Agreement
to the maximum extent permitted under applicable law.

         5. EXPENSES; INDEMNIFICATION.

            5.1 EXPENSES. The Company agrees to pay any actual expenses incurred
by the Advisor in connection with the Advisor's services under this Agreement,
including but not limited to any out-of-pocket expenses incurred by the Advisor
in connection with the Advisor's obligations hereunder, the provision of
services hereunder or the attendance at any meeting of the board of directors
(or any committee thereof) of the Company or any of its affiliates, but not to
exceed either the greater of: (i) $10,000 annually or (ii) an amount determined
to be in the best interest of the Company by the Chief Executive Officer.
Notwithstanding the foregoing, if a member or employee of an Advisor is a member
of the board of directors, the Company shall pay only expenses within the
parameters of established Company policy.

            5.2 INDEMNITY AND LIABILITY. In consideration of the execution and
delivery of this Agreement by the Advisor, the Company hereby agrees to
indemnify, exonerate and hold the Advisor, and each of its respective partners,
shareholders, affiliates, directors, officers, fiduciaries,


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employees and agents and each of the partners, shareholders, affiliates,
directors, officers, fiduciaries, employees and agents of each of the foregoing
(collectively, the "INDEMNITEES") free and harmless from and against any and all
actions, causes of action, suits, losses, liabilities and damages, and expenses
in connection therewith, including without limitation attorneys' fees and
disbursements (collectively, the "INDEMNIFIED LIABILITIES"), incurred by the
Indemnitees or any of them as a result of, or arising out of, or relating to
this Agreement or any services performed under this Agreement, except for any
such Indemnified Liabilities arising on account of such Indemnitee's willful
misconduct and if and to the extent that the foregoing undertaking may be
unenforceable for any reason, the Company hereby agrees to make the maximum
contribution to the payment and satisfaction of each of the Indemnified
Liabilities which is permissible under applicable law. None of the Indemnitees
shall be liable to the Company or any of its affiliates for any act or omission
suffered or taken by such Indemnitee that does not constitute gross negligence
and/or willful misconduct.

         6. MISCELLANEOUS.

            6.1 GOVERNING LAW. This Agreement may be governed by and construed
in accordance with the laws of the State of Delaware without regard to
principles of conflicts of law.

            6.2 ARBITRATION. Any dispute or claim arising hereunder shall be
settled by arbitration. Any party may commence arbitration by sending a written
notice of arbitration to the other party. The notice will state the dispute with
particularity. The arbitration hearing shall be commenced thirty (30) days
following the date of delivery of notice of arbitration by one party to the
other, by a single neutral arbitrator appointed by the American Arbitration
Association ("AAA"). The arbitration shall be conducted in Los Angeles,
California in accordance with the commercial arbitration rules promulgated by
AAA, and the Advisor, on the one hand, and the Company, on the other, shall
retain the right to cross-examine the opposing party's witnesses, either through
legal counsel, expert witnesses or both. The decision of the arbitrator shall be
final, binding and conclusive on all parties (without any right of appeal
therefrom) and shall not be subject to judicial review. As part of his decision,
the arbitrator may allocate the cost of arbitration, including fees of attorneys
and experts, as he or she deems fair and equitable in light of all relevant
circumstances. Judgment on the award rendered by the arbitrator may be entered
in any court of competent jurisdiction.

            6.3 WAIVER OF JURY TRIAL. TO THE MAXIMUM EXTENT THEY MAY LEGALLY DO
SO, THE PARTIES TO THIS AGREEMENT HEREBY EXPRESSLY WAIVE ANY RIGHT TO TRIAL BY
JURY OF ANY CLAIM, DEMAND, ACTION, CAUSE OF ACTION, OR PROCEEDING ARISING UNDER
OR WITH RESPECT TO THIS AGREEMENT, OR IN ANY WAY CONNECTED WITH, OR RELATED TO,
OR INCIDENTAL TO, THE DEALINGS OF THE PARTIES HERETO WITH RESPECT TO THIS
AGREEMENT, OR THE TRANSACTIONS RELATED HERETO, IN EACH CASE WHETHER NOW EXISTING
OR HEREAFTER ARISING, AND IRRESPECTIVE OF WHETHER SOUNDING IN CONTRACT, TORT, OR
OTHERWISE. TO THE EXTENT THEY MAY LEGALLY DO SO, THE PARTIES TO THIS AGREEMENT
HEREBY AGREE THAT ANY SUCH CLAIM, DEMAND, ACTION, CAUSE OF ACTION, OR PROCEEDING
SHALL BE DECIDED BY A COURT TRIAL WITHOUT A JURY AND THAT ANY PARTY HERETO MAY
FILE AN ORIGINAL

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COUNTERPART OR A COPY OF THIS SECTION WITH ANY COURT AS WRITTEN EVIDENCE OF THE
CONSENT OF THE OTHER PARTY OR PARTIES HERETO TO WAIVER OF ITS OR THEIR RIGHT TO
TRIAL BY JURY.

         6.4 INDEPENDENT CONTRACTOR. The Advisor is an independent contractor.
This Agreement shall not create the relationship of employer and employee, a
partnership, or a joint venture. The Company shall not control or direct the
details and means by which the Advisor performs its business and services. The
Advisor shall determine the number of days and hours of its work as well as the
number of assistants, partners or employees utilized by the Advisor in its
responsibilities under this Agreement. The Advisor shall be solely responsible
for the amount of wages, benefits, work schedules and/or any other conditions of
any of either Advisor's assistants, partners or employees. Finally, the Advisor
is an independent contractor and not an employee of the Company and agrees to
comply with all federal and state tax and Social Security legislation as
applicable to independent contractors. The Advisor has no authority to bind the
company or incur any obligation on behalf of the Company.

         6.5 SUCCESSORS AND ASSIGNS. Nothing in this Agreement, express or
implied, is intended to confer upon any party other than the parties hereto any
rights, remedies, obligations, or liabilities under or by reason of this
Agreement, except as expressly provided in this Agreement. The rights of either
party shall not be assigned or transferred either voluntarily or by operation of
law without the other party's written consent, nor shall the duties of either
party be delegated in whole or in part either voluntarily or by operation of law
without the other party's written consent. Any unauthorized assignment, transfer
or delegation shall be of no force or effect.

         6.6 COUNTERPARTS. This Agreement may be executed in two or more
counterparts, and signature pages may be delivered by facsimile, each of which
shall be deemed an original, but all of which together shall constitute one and
the same instrument.

         6.7 HEADINGS. The headings used in this Agreement are for convenience
of reference and shall not form part of, or affect the interpretation of, this
Agreement.

         6.8 NOTICES. Unless otherwise provided, any notice required or
permitted under this Agreement shall be given in writing and shall be deemed
effectively given upon personal delivery to the party to be notified, two days
after deposit with an overnight courier service or five days after deposit with
the United States Post Office, by first class mail, postage prepaid and
addressed to the party to be notified at the address indicated for such party on
the signature page hereof, or at such other address as such party may designate
by ten (10) days' advance written notice to the other parties.

         6.9 EXPENSES. If any action at law or equity is necessary to enforce or
interpret the terms of this Agreement, the prevailing party shall be entitled to
reasonable attorneys' fees and costs and necessary disbursements in addition to
any other relief to which such party may be entitled.

         6.10 ENTIRE AGREEMENT, AMENDMENTS AND WAIVERS. This Agreement and the
documents referred to herein constitute the full and entire understanding and
agreement among the


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parties with regard to the subjects hereof and thereof. Any term of this
Agreement may be amended and the observance of any term of this Agreement may be
waived (either generally or in a particular instance and either retroactively or
prospectively), only with the written consent of the Company and the Advisor.

         6.11 SEVERABILITY. If any provision of this Agreement shall be invalid
or unenforceable in any jurisdiction, such invalidity or unenforceability shall
not affect the validity or enforceability of the remainder of this Agreement or
the validity or enforceability of this Agreement in any other jurisdiction.

                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]



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                               ADVISORY AGREEMENT
                             COMPANY SIGNATURE PAGE


           IN WITNESS WHEREOF, the undersigned, being duly authorized, has
executed this Agreement on behalf of the Company as of the date first above
written.

                                  MINDARROW SYSTEMS, INC.



                                  By:
                                       ------------------------------
                                       Name:  Robert Webber
                                       Title: Chief Executive Officer

                                       Address:   2120 Main Street
                                                  Suite 200
                                                  Huntington Beach, CA 92648



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                               ADVISORY AGREEMENT
                          THE ADVISOR'S SIGNATURE PAGE



                                           EAST-WEST CAPITAL ASSOCIATES, INC.




                                           By:
                                              --------------------------------
                                              Name: Merv Adelson
                                              Title: Chairman

                                              Address:  10900 Wilshire Boulevard
                                                        Suite 950
                                                        Los Angeles, CA 90024


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