EXHIBIT 6.15
FIRST CONTINENTAL CAPITAL, L.P.
REVENUE PARTICIPATION AGREEMENT
EXHIBIT D
[LOGO] FIRST CONTINENTAL CAPITAL, L.P.
REVENUE PARTICIPATION AGREEMENT
THIS REVENUE PARTICIPATION AGREEMENT (the "Agreement") is entered into
and effective as of October 21, 1999, by and between INTERNATIONAL
COMMUNICATIONS ENTERPRISES, LTD., A United Kingdom corporation ("ICE") and
GLOBAL TELEPHONE COMMNICATION, 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:
1.1 ICE through its personal and business relationships, will enter
into agreements with various entities to provide "Promotional Pre Paid Calling
Card" services.
1.2 GTC desires to make an investment in ICE for the purposes of
providing the financial resources necessary to assist ICE in carrying out its
responsibilities resulting from any agreements to provide "Promotional
PrePaid Calling Card" services.
1.3 The present list of potential "Promotional Pre Paid Calling
Card" agreements include Xxx Xxxxxx, Pros Grand Prix, Yamaha Racing, Team
Green, Xxxxxxx Xxxxxxxxxx, Bennetton and Repsol. It is recognized by both ICE
and GTC that this list will continue to grow with more opportunities as time
and success progress.
2. OPTIONS AND RIGHTS
2.1 AMOUNT OF OPTION - GTC agrees to invest L 30,000 for the option
and right to invest in all "Promotional Pre Paid Calling Card" agreements
entered into by ICE.
2.2 RIGHTS - GTC shall have the right to invest in every "Pre Paid
Calling Card" agreement entered into by ICE upon the investment of the option
amount listed above in paragraph 2.1.
3. TERMS AND CONDITIONS OF REVENUE PARTICIPATION
3.1 AMOUNT OF INVESTMENT - GTC agrees to invest L75,000 for each
"Promotional Pre Paid Calling Card" agreement entered into by ICE after a
review of the agreement, its financial projections and completion of general
"due diligence".
3.2 PERCENTAGE OF GROSS REVENUE PARTICIPATION: GTC shall receive 50% of the
gross revenue generated from each investment until it has received 2 times
its amount invested. Then it shall receive 25% of gross revenue for as long
as the opportunity is in existence.
4. COOPERATION, ARBITRATION, INTERPRETATION
MODIFICTION AND ATTORNEY FEES
4.1 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.
4.2 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.
4.3 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 reasonably in accordance with their
generally accepted meaning.
4.4 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.
4.5 ATTORNEY FEES: If any legal action or any arbitration or other proceeding
is brought for the enforcement of this Agreement, or because of any 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.
4.6 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.
4.7 COUNTERPARTS: This Agreement may be signed in one or more counterparts.
4.8 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: October 21, 1999 By: /s/ Xxxxxxx Xxxxxxxxx
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Xxxxxxx Xxxxxxxxx
Managing Director-Chairman
GLOBAL TELEPHONE
COMMUNICATION INC.
Dated: October 21, 1999 By : /s/ Xxxxxx X. Xxxxxxxxxxx
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Xxxxxx X. Xxxxxxxxxxx
President & CEO
