EXHIBIT 6.13
MUTUAL RECISSION AGREEMENT BETWEEN
GLOBAL TELEPHONE COMMUNICATION, INC.
AND WEBWORKS MULTIMEDIA CORPORATION
3329K
MUTUAL RESCISSION AGREEMENT
THIS MUTUAL RESCISSION AGREEMENT (the "Agreement") is entered into and
effective as of October 1, 1999 by and between XXXXXXX XXXXXXX, as the
assignee of XXXXX XXXXXXX (the "SHAREHOLDER") 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. The SHAREHOLDER and GTC had earlier entered in a
Share Exchange Agreement on or about February 9, 1998
(the "Exchange Agreement").
2. Pursuant to the Exchange Agreement, GTC issued a
total of 500,000 shares of GTC common stock (the
"GTC Shares") to the SHAREHOLDER in exchange for
all of the shares of WEBWORKS MULTIMEDIA CORPORATION
("WMC") owned by the SHAREHOLDER which represented
all of the issued and outstanding shares of WMC (the
"WMC Shares").
3. All of the parties to this Agreement desire to rescind
the Exchange Agreement by mutual consent pursuant to the
terms and conditions set forth herein.
2. TERMS AND CONDITION OF RESCISSION
2.1 CONSENT TO RESCISSION: The parties hereby consent and agree to
rescind the Exchange Agreement subject to the below stated terms and
conditions.
2.2 DISPOSITION OF CONSIDERATION RECEIVED BY GTC: GTC agrees to return
the WCM Shares to the Shareholder.
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2.3 DISPOSITION OF CONSIDERATION RECEIVED BY SHAREHOLDER: The
SHAREHOLDER agrees to return the GTC Shares to GTC.
2.4 SURRENDER OF RIGHTS: The parties mutually agree to forego all other
rights and benefits, if any, provided for in the Exchange Agreement as
consideration for the rescission of the Exchange Agreement.
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.
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.
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