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. 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. 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