Tashenberg Advisory Agreement
made as of the ___ day of February, 2000
BETWEEN Fullcom, Inc., a New Jersey corporation (the "Company") with offices at 11 Chambers Street,
Princeton, New Jersey, Contessa Corporation, a Delaware Corporation and Brad Tashenberg ("Consultant"), an
individual with offices at 4265 San Felipe, Houston, Texas 77027.
WHEREAS Contessa Corporation ("Contessa") and the Company desire to merge the Company with and into
Contessa's wholly-owned subsidiary, Fullcomm Acquisition Corp., whereby Acquisition shall be the surviving
entity, and shall change its name to Fullcomm, Inc. and whereby the transaction shall qualify as a tax free
exchange pursuant to Section 351 of the Internal Revenue Code ("IRC");
WHEREAS, in furtherance of such combination, the Boards of Directors and/or shareholders of Contessa,
Acquisition and the Company have each approved the merger of Fullcomm with and into Acquisition (the
"Merger"), upon the terms and subject to the conditions set forth in the Merger Agreement and Plan of Merger
dated as of January 28, 2000 between the Company, Contessa, and certain other parties (the "Merger
Agreement"), in accordance with the applicable provisions of the Delaware General Corporation Law (the
"DGCL") and the New Jersey Business Corporation Act (the "NJBCA").
WHEREAS, the Company Shareholders desire to exchange all of their ownership interest in the Company for
shares of Contessa common stock on the basis set forth in Section 1.2(c) of the Merger Agreement and in the
respective amounts set forth in Schedule 1.2 thereto as a tax free exchange pursuant to
Section 351 of the IRC; and
WHEREAS, the execution of this Agreement is a condition to the Merger taking place.
NOW THEREFORE, the parties hereto agree as follows:
1. Duties. Company agrees to engage Consultant to provide, and Consultant agrees to provide, to the Company
or to its designee, advisory services relating to the marketing of computer hardware security devices and strategic