EXHIBIT 10.19
GLOBALTEL
6 November 1997
GlobalTel Resources, Inc.
0000 Xxxxxxxx Xxxxxx Xxxx
Xxxxxxx, XX 00000
Dear Sirs:
The undersigned, Xxxx Xxx and Xxxx Xxxx, hereby agree that they accept the
terms of the agreement between themselves and GlobalTel Resources, Inc.
regarding the proposed venture between the Company, Netlink and Dayu, as set
forth in the minutes of the meeting of the Board of Director's of the COmpany of
September 11, 1997, a copy of the relevant page of which is attached hereto and
incorporated herein by this reference.
The undersigned agree to enter into a formal written contract in a form and
substance to be mutually agreed upon between the parties should the Company so
require.
Sincerely,
/s/ Xxxx Xxx /s/ Xxxx Xxxx
Xxxx Xxx Xxxx Xxxx
Attachment (The relevant portion of the minutes of the Board of Director's
meeting of GlobalTel Resources, September 11, 1997)
MINUTES OF A SPECIAL MEETING
OF
BOARD OF DIRECTORS
OF GLOBALTEL RESOURCES, INC.
September 11, 1997
A special meeting of the Board of Directors of GlobalTel Resources, Inc., a
Washington corporation (the "Corporation"), was held on September 11, 1997, at
the Corporation's offices, 0000 Xxxxxxxx Xxxxxx Xxxx, Xxxxx 000, Xxxxxxx,
Xxxxxxxxxx 00000.
The following members of the Board of Directors were in attendance,
constituting a quorum of the Board: Xxxxxx X. Xxxxxxxx, Xxxx X. Xxx, Xxxx X.
Xxxx, Xxxxxx Kallausch (by telephone), Xxxxxx X. X. Xxxx (by telephone), Xxxxxxx
Xxxxxxxxxx (by Telephone), Xxxxx Xxxxxxxx (by telephone) and Xxxxx Xxxxxxxxx (by
telephone). Also in attendance as guests were Xxxx Xxxx, Xxxxx Xxxxxxxx (by
telephone), Xxxx X. Xxxxxx, Xx. (by telephone), Xxxxxxx X. Xxxxxxxxx and Xxxxxx
Xxx. All telephone connections were by speakerphone, by which all participants
could be heard by all other participants.
The Chairman called the meeting to order at 3:05 p.m. Xxxxxx X. Xxxxxxxx
acted as Chairman of the meeting, and asked Xxxx X. Xxxxxx, Xx. to act as
secretary. All directors in attendance waived notice of the meeting.
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The next order of business was review of a proposed agency agreement
submitted to the Corporation by Xx. Xxxx and Xx. Xxx. Xx. Xxxxxxxxxx reported
for the Compensation Committee that the Committee had reviewed the proposal,
which features future compensation to the agents based on the lesser of 3% of
gross receipts of 25% net margin realized on revenues from the proposed China
venture. In addition, the Corporation would provide, as an additional incentive,
5% of the ownership interest in the China venture entity that will come to the
Corporation, but only when the venture entity achieves a liquidation event. Xx.
Xxxxxxxxxx confirmed that the Committee determined that these were fair terms
reflective of market conditions. Xx Xxxx indicated his (and Xx. Xxx'x)
willingness to proceed on the basis of these terms. After further discussion,
upon motion to be made and seconded (Xxxx/Xxxxxxxxxx), and with directors Chin
and Lew abstaining, it was, by unanimous vote
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RESOLVED that the terms of the proposed agency agreement with Messrs. Chin
and Lew approved by the Compensation Committee are hereby adopted and
approved by the Board of Directors, and the Chairman and the President of
the Corporation are each authorized to execute and deliver an agency
agreement incorporating those terms on behalf of the Corporation.
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