EXHIBIT 11
CONSULTING AGREEMENT
CONSULTING AGREEMENT BETWEEN
TELEMALL COMMUNICATIONS, INC. AND
INVESTOR CAPITAL ENTERPRISES, INC.
This Consulting Agreement is made as of this 2nd day of December, 1996 between
TeleMall Communications, Inc., a Nevada corporation and its successors or
assigns (the "Corporation") and Investor Capital Enterprises, Inc.
("Consultant").
WHEREAS, the Consultant has knowledge regarding, and relationships with,
certain qualified computer component manufacturers in China (the
"Manufacturers"); and
WHEREAS, the Corporation is in need of the Consultant's special expertise
in connection with the Manufacturers and other related businesses of the
Corporation; and
WHEREAS, Consultant is recognized for its credentials, judgment and
experience in this field and the parties mutually desire to enter into this
Agreement for their mutual benefit.
1. Responsibilities of Consultant. In consideration for the benefits
provided for in the paragraph 2 of this Agreement, Consultant agrees to perform
the following services for the benefit of the Corporation:
(a) Consultant will be designated as a corporate consultant for the
Corporation.
(b) Consultant will provide general consulting services to the Corporation
in the area of making introductions to the Manufacturers on behalf of the
Corporation, assist the Corporation in negotiations with the Manufacturers and
assist the Corporation in other matters relating to contracts and contacts with
the Manufacturers so that the Corporation will be able to conduct business with
the Manufacturers.
(c) Consultant will be available as needed to provide these services to
the Corporation. However, Consultant will not work exclusively for Corporation.
Consultant will use its best efforts to achieve the goals of the Corporation and
will not disclose any proprietary or confidential information of the Corporation
without the Corporations's prior consent.
2. Compensation to Consultant. In consideration for the consulting
services provided by Consultant as specified in paragraph 1 above, and other
such good and valuable consideration,
Corporation agrees to issue to Consultant or its designee 691,000 shares of the
Common Stock of the Corporation (the "shares") as full payment for the services
rendered hereunder. The Shares shall be duly issued and validly authorized
shares of the Corporation upon issuance.
3. Registration on Form S-8. The Corporation agrees to cause the Shares to
be registered under the Securities Act of 1933, as amended, by including the
shares in a registration statement to be filed by the Corporation with the
Securities and Exchange Commission within ninety days of the date of this
Agreement. All expenses incurred in connection with registering the Shares shall
be borne by the Corporation.
4. Duration. This Agreement will be in effect for the period commencing on
the date hereof and ending on November 2, 1997.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date first set forth above.
TELEMALL COMMUNICATIONS, INC.
/s/
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▇▇▇▇ ▇▇▇▇▇▇▇▇, President
INVESTOR CAPITAL ENTERPRISES, INC.
/s/
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▇▇▇▇ ▇▇▇▇▇▇, President
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