AGREEMENT FOR COMPENSATION
FOR CONSULTING SERVICES
THIS AGREEMENT (the "AGREEMENT") is made by and between XXX X. XXXX, an
Individual ("XXXX"), and GTC CORP., a Nevada corporation, as successor in
interest to Gen Tel Communications, Inc., a Colorado corporation (both
collectively referred to as "GTC"), XXXX XXXXXXX, an Individual ("XXXXXXX") and
XXXX XXXXXX, an Individual ("XXXXXX"), (GTC, XXXXXXX, and XXXXXX are
collectively referred to together as "GTC GROUP"), with respect to the following
facts.
A. The parties acknowledge that a conflict of interests exists in that
XXX X. XXXX ("XXXX") is a Licensed California real estate broker, and a
principal in XXXXXXXX COVE REALTY, INC. ("HCR"), a California corporation, as
well as president of SOUTHERN CALIFORNIA SUNBELT DEVELOPERS, INC. ("SCSD"), a
California corporation. SCSD is the owner of real property located at 0000
Xxxxxx Xxxxxx, Xxxxxx X-0 and X-0, Xxxxx Xxxx, Xxxxxxxxxx 00000 (The "LEASED
PREMISES").
B. Gen-Tel Communications, Inc., a Colorado corporation, Xxxxxxx and
Xxxxxx are the named lessees under a written lease dated May 21, 1998 pertaining
to Suite P-3, and GTC Telecom, Xxxx Xxxxxxx and Xxxx Xxxxxx are named lessees
under a subsequent written Addendum to Lease, pertaining to Suite P-1. On or
about August 31, 1998, Gen-Tel Communications, Inc., a Colorado corporation, was
merged into Bobernco, Inc., a Nevada corporation. Upon the merger, Gen-Tel
Communications, Inc., changed its name to GTC Telecom, a Nevada corporation, and
is now the successor in interest to Gen-Tel Communications, Inc.
C. The GTC Group is obligated to XXXX for real estate and consulting
services in connection with market analysis and negotiations for GTC's proposed
lease of new space, and negotiations for an Early Termination Agreement and a
Settlement Agreement as between the GTC Group and SCSD for GTC's Leased
Premises.
D. Each of the above recitals is a material part of this Agreement and
all are hereby fully incorporated into the body of this Agreement.
1. CONSIDERATION TO XXXX: As full satisfaction of any sums due for
XXXX'x services rendered to date, GTC Group agrees to issue and transfer to
XXXX, in the name of XXX X. XXXX, the following shares of common stock of GTC
TELECOM CORP., a Nevada corp.
25,000 Shares of Section 144 stock issued IN THE NAME OF XXX X. XXXX, AN
INDIVIDUAL, with an Effective Date or Issue Date as soon as available, but in no
event later than January 31, 2000.
2. All of the shares shall be issued in separate Certificates of five
thousand (5,000) shares each, and all rights to the Certificates and the shares
issued thereunder shall be fully assignable by Xxx X. Xxxx.
3. XXXX acknowledges that such GTC TELECOM CORP. common stock issued
pursuant to this Agreement (the "SECURITIES"), will be "restricted securities"
(as such term is defined in Rule 144 promulgated under the Securities Act of
1933, as amended ("RULE 144")), that the Securities will include the restrictive
legend as detailed below, and except as otherwise set forth in this Agreement,
that the Shares cannot be sold for a period of one year from the Effective Date,
unless registered with the SEC and qualified by appropriate state securities
regulators, or unless XXXX obtains written consent from GTC and otherwise
complies with an exemption from such registration and qualification (including,
without limitation, compliance with Rule 144).
4. Each certificate of Section 144 stock issued to Xxx X. Xxxx, an
Individual, pursuant to this Agreement shall bear the following restrictive
legend:
"THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR THE SECURITIES LAWS OF
ANY STATE, AND MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OR
OTHERWISE DISPOSED OF FOR A PERIOD OF ONE YEAR FROM THE ISSUANCE THEREOF EXCEPT
(i) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND ANY
APPLICABLE STATES LAWS OR (II) UPON THE EXPRESS WRITTEN AGREEMENT OF THE COMPANY
AND COMPLIANCE, TO THE EXTENT APPLICABLE, WITH RULE 144 UNDER THE ACT (OR ANY
SIMILAR RULE UNDER THE ACT RELATING TO THE DISPOSITION OF SECURITIES.)"
5. GTC hereby agrees to register said securities on Form S-8.
6. DEFAULT IN ISSUANCE OF SHARES. In the event GTC Group does not
cause all of the share certificates to be fully issued and delivered to XXXX or
his nominee ON OR BEFORE JANUARY 31, 2000, then after giving five (5) days
written notice of such non-receipt to GTC, given by U.S. Mail, unless the
certificates are received within said five (5) day period, XXXX shall be
entitled to additional shares of Section 144 stock of GTC at the rate of two
hundred (200) shares per calendar day until all such shares, including any
additional shares, are issued and received by XXXX.
7. ATTORNEY'S FEES AND LEGAL COSTS. Each party shall bear its own
attorney's fees and costs associated with the creation and adoption of this
Agreement.
8. MISCELLANEOUS. It is further agreed as follows:
a. Time. Time is of the essence in this Agreement.
b. Notices. Any notices, approvals, agreements, or other
communications between the parties hereto required or permitted under this
Agreement shall be in writing and shall be deemed to have been duly given or
served if delivered by hand or sent by United States mail, postage prepaid,
return receipt requested, addressed to the party at the following address or to
such other address as the party may from time to time specify by written notice
to the other party.
To XXXX:
Xxx X. Xxxx
Xxxxxxxx Cove Realty, Inc.
0000 Xxxx Xxxxxxxx Xxxxxxx, Xxxxx 000
Xxxx, XX 00000
To GTC Group:
Xxxx Xxxxxx, President
GTC Telecom Corp.
0000 Xxxxxx Xxx., Xxxxx X-0
Xxxxx Xxxx, XX 00000
Any such notice shall be deemed delivered and given as of the date so delivered,
if delivered personally, or seventy-two (72) hours after deposit in a regularly
maintained receptacle for the deposit of United States mail, postage paid,
addressed and sent as aforesaid.
c. Headings. Headings contained in this Agreement are reference
purposes only and are in no way intended to describe, interpret, define, or
limit the scope, extent, or intent of this Agreement or any provisions hereof.
d. Severability. Every provision of this Agreement is intended to be
severable. If any term or provision hereof is illegal or invalid for any reason
whatsoever, such illegality or invalidity shall not affect the validity of the
remainder of this Agreement.
e. Amendments. This Agreement may not be amended, changed, or modified
except by a written instrument signed by the party affected by such change.
f. Fax Execution. This Agreement may be executed and delivered via fax
transmission. Any signature transmitted via fax shall be treated the same as an
original signature. Any party executing this Agreement via fax, shall mail the
original signature to the other party within twenty-four (24) hours of
execution.
g. California Law. The laws of the State of California shall govern
all aspects of this Agreement. Any legal action brought in connection with this
Agreement shall be maintained in Orange County, California.
h. Counterparts. This Agreement may be executed in any number of
counterparts with the same effect as if all parties hereto had signed the same
document. All counterparts shall be construed together and shall constitute one
(1) agreement.
i. Parties in Interest: Each and every provision herein contained
shall be binding upon and shall inure to the benefit of the parties' successors,
permitted assigns, heirs, executors, administrators, and personal
representatives.
j. Variation of Pronouns. All pronouns and variations thereof shall be
deemed to refer to masculine, feminine, neuter, singular, or plural, as the
identify of the person or persons may require.
k. Entire Agreement. As of the date hereof, this Agreement including
any attachments described herein, constitutes the entire understanding and
agreement among the parties hereto with respect to the subject matter hereof,
and there are no agreements, understandings, restrictions, representations, or
warranties among the parties other than those set forth in this Agreement.
l. Attorney Fees. If any litigation, arbitration or other proceeding
is commenced between the parties or their personal representatives concerning
any provision of this Agreement, or the rights and duties of any party in
relation thereto, the prevailing party in such litigation or arbitration shall
be entitled, in addition to such other relief as may be granted, to recover
their costs and reasonable attorney's fees and expenses, as costs, in such
litigation or arbitration. If any judgment results from such litigation or
arbitration, then the prevailing party shall be entitled to recover reasonable
attorney's fees, expenses and costs of enforcing such judgment and this
post-judgment right to attorney's fees is intended to be severable from the
other provisions of this Agreement, to survive any judgment obtained hereunder
and is not deemed merged into the judgment. As used herein, "reasonable
attorney's fees", "expenses", and "costs" shall mean the full and actual costs
of any legal services actually performed, calculated on the basis of the usual
fees charged and expenses and costs incurred by the attorney performing such
services.
m. No Interpretation Against Drafter. This Agreement has been
negotiated at arms length between persons sophisticated and knowledgeable in
these types of matters. In addition, each party has been represented by
experienced and knowledgeable legal counsel, or had the opportunity to consult
such counsel. Accordingly, any normal rule of construction or legal decision
that would require a court to resolve any ambiguities against the drafting party
is hereby waived and shall not apply in interpreting this Agreement.
IN WITNESS WHEREOF, the parties hereto have executed and entered into this
Agreement as of the date shown below.
/s/ Xxx X. Xxxx
Date January 4 XXX X. XXXX, an Individual
(Additional Signatures Appear on Following Page)
GTC TELECOM CORP. (successor in
interest to Gen-Tel Communications,
Inc., a Colorado corporation)
A Nevada corporation
By: /s/ S. Xxxx Xxxxxx
Date January 4 XXXX XXXXXX, President and
Chief Executive Officer and Director
By: /s/ Xxxx Xxxxxxx
Date January 4 XXXX XXXXXXX, Chief Operating
Officer and Director
By: /s/ Xxxxxx XxXxxxxx
Date January 4 XXXXXX XxXXXXXX, Chief Financial Officer
/s/ Xxxx Xxxxxxx
Date January 4 XXXX XXXXXXX, Individually
/s/ Xxxx Xxxxxxx
Date January 4 XXXX XXXXXX, Individually
