EXHIBIT 6.11
REVENUE PARTICIPATION AND OPTION
TO PURCHASE AGREEMENT
3329K
REVENUE PARTICIPATION AND
OPTION TO PURCHASE AGREEMENT
THIS REVENUE PARTICIPATION AND OPTION TO PURCHASE AGREEMENT (the
"Agreement") is entered into and effective as of September 23, 1999, by and
between INTERNATIONAL COMMUNICATIONS ENTERPRISES LTD., a United Kingdom
corporation ("ICE") and GLOBAL TELEPHONE COMMUNICATION, INC. a Nevada
corporation ("GTC")
1. RECITALS
This Agreement is entered into with reference to and in contemplation of
the following facts, circumstances and representations:
1. ICE has entered into various agreements with First Telecom of
Hong Kong ("FT") to jointly participate in the development,
organization and termination of international phone, fax and data
traffic (collectively the "ICE/FT Venture").
2. GTC desires to make an investment in ICE for the purposes of
providing the financial resources necessary to assist ICE in carrying
out responsibilities resulting from the ICE/FT Venture and in
accordance with the terms and set forth herein.
2. TERMS AND CONDITIONS OF
REVENUE PARTICIPATION
2.1 AMOUNT OF INVESTMENT: GTC agrees to make investments in the total
amount of L150,000.
2.2 PERCENTAGE OF GROSS REVENUE PARTICIPATION: GTC shall receive
twenty five percent (25%) of the gross revenue due to ICE from all activities
generated by the ICE/FT Venture on a monthly basis. GTC shall receive this
percentage for a period of time beginning with the first month of revenue
generation and ending when ICE's revenue participation from the ICE/FT
Venture has exceeded L500,000 for 12 individual months, GTC's gross revenue
participation will decrease to twelve and one-half percent (12 1/2%) of the
gross revenue due to ICE from all activities generated by the ICE/FT Venture,
on a monthly basis, for the duration of the ICE/FT Venture.
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2.2 DISTRIBUTION OF GROSS REVENUE: The gross revenue shall be a
tri-party agreement between ICE, FT and GTC regarding the distribution of gross
revenue generated by the ICE/FT Venture that is to be approved by GTC.
2.3 GRANT OF STOCK OPTIONS: As additional consideration for the
investment by GTC pursuant to this Agreement, ICE hereby grants to GTC an
option to purchase ten percent (10%) of the common stock or common stock
equivalents of ICE on a fully diluted basis for the cash sum of L600,000. The
term of the option shall expire three (3) years from the date of execution of
its Agreement.
2.4 DUE DILIGENCE REQUIREMENTS: This Agreement is specifically
conditioned upon the satisfactory completion of due diligence by GTC, the
approval of the Board of Directors of GTC and the approval of the ICE
shareholders.
3. COOPERATION, ARBITRATION, INTERPRETATION
MODIFICATION AND ATTORNEY FEES
3.1 COOPERATION OF PARTIES: The parties further agree that they will do
all things necessary to accomplish and facilitate the purpose of this Agreement
and that they will sign and execute any and all documents necessary to bring
about and perfect the purposes of this Agreement.
3.2 ARBITRATION: The parties hereby submit all controversies, claims
and matters of difference arising out of this Agreement to arbitration in San
Diego, California according to the rules and practices of the American
Arbitration Association from time to time in force. This submission and
agreement to arbitrate shall be specifically enforceable. The Agreement shall
further be governed by the laws of the State of Nevada.
3.3 INTERPRETATION OF AGREEMENT: The parties agree that should any
provision of this Agreement be found to be ambiguous in any way, such ambiguity
shall not be resolved by construing such provisions or any part of or the
entire Agreement in favor of or against any party herein, but rather by
construing the terms of this Agreement fairly and reasonable in accordance with
their generally accepted meaning.
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3.4 MODIFICATION OF AGREEMENT: This Agreement may be amended or
modified in any way at any time by an instrument in writing stating the manner
in which it is amended or modified and signed by each of the parties hereto.
Any such writing amending or modifying this Agreement shall be attached to and
kept with this Agreement.
3.5 ATTORNEY FEES: If any legal action or any arbitration or other
proceeding is brought for the enforcement of this Agreement, or because of an
alleged dispute, breach, default or misrepresentation in connection with any of
the provisions of the Agreement, the successful or prevailing party shall be
entitled to recover reasonable attorneys' fees and other costs incurred in that
action or proceeding, in addition to any other relief to which it may be
entitled.
3.6 ENTIRE AGREEMENT: This Agreement constitutes the entire Agreement
and understanding of the parties hereto with respect to the matters herein set
forth, and all prior negotiations, writings and understandings relating to the
subject matter of this Agreement are merged herein and are superseded and
canceled by this Agreement.
3.7 COUNTERPARTS: This Agreement may be signed in one or more
counterparts.
3.8 FACSIMILE TRANSMISSION SIGNATURES: A signature received pursuant to
a facsimile transmission shall be sufficient to bind a party to this Agreement.
INTERNATIONAL
COMMUNICATIONS
ENTERPRISES, LTD.
DATED: September 23, 1999 BY: /s/ Xxxxxxx Xxxxxxxxx
--------------------------
XXXXXXX XXXXXXXXX
Managing Director
GLOBAL TELEPHONE
COMMUNICATION INC.
DATED: September 23, 1999 BY: /s/ Xxxxx Xxxx
--------------------------
XXXXX XXXX
President
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