EXHIBIT 6.10
CONSULTING AGREEMENT WITH MILAN FINANCIAL INC.
CONSULTING AGREEMENT
This Agreement has been entered into this 30th day of November, 1998.
BY AND BETWEEN
BY: GLOBAL TELEPHONE COMMUNICATION INC.
Xxxxx 000-000 Xxxxxxx Xxxxxx
Xxxxxxxxx, XX X0X 0X0
Hereinafter called "Global"
AND: MILAN FINANCIAL INC.
0000-0000 Xxxxxxx Xxxxxx
Xxxxxxxxx, XX X0X 0X0
Hereinafter called "Milan"
Who declare under the penalty of perjury that they have full corporate and legal
authority trusted in them to enter this Agreement.
Whereas, it is understood that Global has a need for consulting and Milan
provides consulting services for public companies;
Therefore, in consideration of their mutual promises, assertions and covenants
set forth herein, the parties mentioned above are desirous of establishing an
Agreement for their common benefit and agree to abide by the following terms and
conditions:
TERM:
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The term of this Agreement shall be for one year commencing on December 1, 1998
with provisions for extensions on a monthly basis mutually acceptable to both
parties.
Milan shall provide the following consulting services:
1. Liaison with principal market makers and coordinate instructions for
trading activity.
2. Coordinate and prepare documentation for inclusion into Standard and Poors,
a full corporate manual listing to qualify for secondary trading exemptions
in several states.
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3. Liaison with Xxxxxxx Xxx and other outside counsel to coordinate and assist
in the preparation of required regulatory filings (15c-211, Form 10 etc)
within the appropriate timetable as mandated by the SEC and NASD.
4. Liaison with Corporate auditors to assist in the document production
required for annual audits.
5. Design and implement corporate office filing system to conform to the
prototype designed and utilized by Xxxxxxx Xxx.
6. Liaison with principals in Hong Kong, China and Vancouver to advise on
corporate matters and specific business transactions.
7. Assist in the preparation of news releases and coordinate the public
dissemination of news.
8. Make introduction to contacts of Milan including but not limited to private
investors, bankers, investment bankers, members of the securities industry
and corporate officers. Fee agreements for successfully concluded business
would be covered under separate agreements.
EXPENSES
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All expenses are to be paid by Global including but not limited to regulatory
filing fees, legal and accounting fees, transfer agent fees, office supplies,
rent and telephone, additional staff, travel and entertainment. All expenses
will be properly documented and invoiced to Global for management review and
approval.
COMPENSATION
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1. Global will pay Milan a monthly consulting fee of Three Thousand Canadian
Dollars ($3,000.00 USD) per month commencing on December 1, 1998 by either
a wire transfer to Milan's CDN account (See Exhibit A) or by a check drawn
off A Vancouver located bank. Payments are due on the 15th and 30th of
every month for one (1) year with provisions for extending the contract.
2. Global will give Milan the option to purchase twenty thousand (5,000) free
trading GTCI common shares at a price of twenty-five cents (.25) per share
pursuant to a Reg D Rule 504 stock offering. Global directors will set
options for Milan on the 1999 round of options with the amount to
negotiated between both parties.
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INDEMNIFICATION
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Global agrees to indemnify Milan and holds harmless with regard to information
supplied to Milan by Global for news releases, corporate filings all the
information disseminated to the public.
The term of this Agreement is for one (1) year with provisions for extensions
and beginning December 1, 1998 and shall be binding on the parties hereto their
heirs, successors, administrators, executors and assigns.
A facsimile copy of the Agreement shall serve as the original and shall be
legally binding on the parties.
In witness whereof, the parties have executed this Consulting Agreement,
effective December 1, 1998
FOR AND ON BEHALF OF GLOBAL TELEPHONE COMMUNICATION INC.
/s/ [ILLEGIBLE]
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AUTHORIZED SIGNATORY
FOR AND ON BEHALF OF MILAN FINANCIAL INC..
/s/ Xxxxx Xxxxxx
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Xxxxx Xxxxxx
PRESIDENT
