EXHIBIT 6.9
CONSULTING AGREEMENT WITH LIONS PEAK CAPITAL LTD.
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: LIONS PEAK CAPITAL LTD.
0000 Xxxx Xxxxxx
Xxxxxxxxx, XX X0X 0X0
Hereinafter called "Lions Peak"
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 Lions
Peak 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:
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.
Lions Peak 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 Lions Peak 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
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
1. Global will pay Lions Peak a monthly consulting fee of Five Thousand
Canadian Dollars ($5,000.00 USD) per month commencing on December 1,
1998 by either a wire transfer to Lions Peak's CDN account (See Exhibit
A) or by a check drawn off a Vancouver located bank. Payments are due
on the 30th of every month for one (1) year with provisions for
extending the contract.
2. Global will give Lions Peak the option to purchase twenty thousand
(20,000) 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 Lion Peak on the 1999 round of
options with the amount to negotiated between both parties.
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INDEMNIFICATION
Global agrees to indemnify Lions Peak and hold harmless with regard to
information supplied to Lions Peak by Global for news releases, corporate
filings and 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 this 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.
(ILLEGIBLE)
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AUTHORIZED SIGNATORY
FOR AND ON BEHALF OF LIONS PEAK CAPITAL LTD.
/s/ XXXX X. XXXXXX
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XXXX X. XXXXXX
PRESIDENT
