EXHIBIT 6.12
MUTUAL RESCISSION AGREEMENT BETWEEN
GLOBAL TELEPHONE COMMUNICATION, INC.
AND PLANET CITY GRAPHICS CORP.
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, individually and
as the assignee of both XXXXXXX XXXXXXX and XXXXX XXXXXXX with all of these
parties being collectively referred to herein as the "SHAREHOLDERS" 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 SHAREHOLDERS 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 1,500,000
shares of GTC common stock (the "GTC Shares") to the SHAREHOLDERS in
exchange for all of the shares of PLANET CITY GRAPHICS CORP ("PCG")
collectively owned by the SHAREHOLDERS which represented all of the
issued and outstanding shares of PCG (THE "PCG 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
PCG Shares to the SHAREHOLDERS.
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2.3 DISPOSITION OF CONSIDERATION RECEIVED BY SHAREHOLDERS: The SHAREHOLDERS
agree 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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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.
SHAREHOLDERS
DATED: OCTOBER 1, 1998 BY: /s/ Xxxxxxx Xxxxxxx
-------------------------------
XXXXXXX XXXXXXX
Individually and as the assignee
OF XXXXXXX XXXXXXX and
XXXXX XXXXXXX
GLOBAL TELEPHONE
COMMUNINICATION, INC.
DATED: October 1, 1999 BY: /s/ Xxxxx Xxxx
-------------------------------
XXXXX XXXX
President
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