EXHIBIT ONE
CONSULTING AGREEMENT
Xxxxxx X. Xxxxxxx
0000 Xxxxxxxxx Xxxxxxxxx #000
Xxxxxxxxx Xxxxx, XX 00000
Tel: (000) 000-0000
CONSULTING AGREEMENT
This Consulting Agreement entered into as of this day, on this 15th day of
March 1999 between Global Telemedia International, Inc, the Client/ Payer,
together with his company and parent company, subsidiary or affiliate
hereinafter collectively referred to as "Company" request the assistance of
Xxxxxx X. Xxxxxxx the Consultant/ Payee, together with any parent subsidiary or
affiliate hereinafter collectively referred to as "consultant."
WHEREAS, the Company has retained the Consultant to perform management
advisory and other services required: and
WHEREAS, the Consultant has expertise in providing the services required;
and
WHEREAS, the Company and Consultant hereby agree on the terms and
conditions herein.
NOW THEREFORE, in consideration of the mutual promises contained herein,
and for good and valuable consideration the receipt and sufficiency of which is
hereby acknowledged, the parties hereto agree as follows:
1. Engagement: The Company engages the Consultant to render management
relations services to the Company and the Consultant agrees to provide such
services as provided in this Agreement.
2. Fees: As full consideration for the services rendered the Consultant shall
be paid $750,000.00 cash or equivalent value in stock payable in advance at
$250,000 over the three year term.
3. Duties of Consultant: The Consultant agrees to provide the following
services to the Company.
a. To use their best efforts in arranging and/ or introducing the Company to
a Broker/ dealers and Investment Bankers, with terms acceptable to the
Company.
b. To assist the company in developing targets for mergers and acquisitions
that may be needed now and/ or in the future for its requirements and to
offer financial advise when requested by the Company.
Initial: CB Date: 3/15/99 1. Initial: JBS Date: 3/17/99
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c. To assist the Company in establishing its marketing goal and their
implementation when requested by the Company.
d. If requested by the Company of consultant, to provide general advise
concerning marketing or and for the betterment of the Company's
endeavors.
4. Duties of Company: The Company shall provide the Consultant with access to
as appropriate, the necessary financial statements and information which shall
be used for the sole purposes of evaluating Company sources known to the
Consultant, and shall not at any time be used in any manner, for any other
purpose.
5. Confidentiality: The Consultant acknowledges that some or all of the
information it receives form the Company or its agents, will be material
non-public information. The Consultant, its officers, employees and agents
agree to hold such information in strict confidence and not use such information
except in accordance with the duties pursuant to this agreement.
6. Circumvention and Late Penalty: If Company circumvent consultant and enter
into a business relationship with any Prospect contact of Consultant then
Company shall owe Consultant and original agreed fee plus (10%) ten percent.
If the agreed fees are more that 30 days late then the company will pay one and
one half percent (1.5%) per month on the unpaid balance of the total fees owed
to Consultant. The Company may disclose information concerning Prospect to
professional advisor, such as attorneys or accountants, but must establish that
such agents know that they are bound by the Company's contractual obligations
and convenants contained herein.
7. Terms of Agreement: The term of this Agreement shall begin at the signing
and execution date of this Agreement for a period of three years and will
automatically renew unless terminated by either party in writing during the
third year. The Company agrees that during the term of this Agreement,
Consultant shall be its agent for the purpose stated herein.
8. Severablility: In the event any parts of this Agreement are found to be
void, the remainig provisions of this Agreement shall, nevertheless, be binding
with the same effect as through the void part(s) were deleted.
Initial: CB Date: 3/15/99 1. Initial: JBS Date: 3/17/99
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9. Counterparts: This Agreement may be executed on one or more Counterparts,
each of which shall be deemed an original but all of which together shall
constitute one and the same instrument. The execution of this Agreement may be
actual or facsimile signature.
10. Arbitration: Any controversy, disputes or claim arising out of or relating
to this Agreement, or interpretation application, implementation breach or
enforcement which the parties are unable to resolve by mutual agreement shall be
settled by submission by either party of the controversy, claim or dispute to
binding arbitration in Los Angeles County, California before a single arbitrator
in accordance with the rules of the American arbitration Association then in
effect. In any such arbitration proceeding the parties agree to provide all
discovery deemed necessary by the arbitrator. The decision and award made by
the arbitrator shall be final, binding and conclusive on all parties hereto for
all purposes, and judgment may be entered thereon in any court having,
jurisdiction thereof.
11. Benefit: This Agreement shall be binding upon and insure to the benefit to
the parties hereto and their legal representatives, successors and assign.
12. Notices and Addresses: All notices, offers, acceptance and any other acts
under this Agreeement (except payment) shall be in writing, and shall be
sufficiently given if delivered to the addresses in person, by Federal Express
or similar receipt delivery, by facsimile delivery or , if mailed, postage
prepaid, certified mail, receipt requested, as follows:
Company Name: _________________________________
By: ____________________________________________
____________________________________________
____________________________________________
or to such other address as either of then, by notice to the other may designate
form time to time. The transmission confirmation receipt from the sender's
facsimile machine shall be conclusive evidence of successful facsimile delivery.
Time shall be counted to, or from, as the case may be, the delivery in person or
by mailing.
Initial: CB Date: 3/15/99 1. Initial: JBS Date: 3/17/99
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13. Attorney's Fees: In the event that there is a controversy or claim arising
out of or relating to this Agreement, or to the interpretation, breach or
enforcement thereof , and any action or proceeding is commenced to enforce the
provisions of this Agreement, the prevailing party shall be entitled to attorney
fees including the fees on appeal, cost and expenses.
14. Governing Law: This Agreement and any disputes, disagreements, issue of
construction or interpretation arising hereunder whether relating to its
execution, validity, obligations provided or performance therein shall be
governed or interpreted according to the laws of the State of California.
15. Oral Evidence: This Agreement constitutes the entire Agreement between the
parties and supersedes all prior oral and written agreements between the parties
hereto and respect of the subject matter hereof. Whether this Agreement nor any
provision hereof may be changed, waived, discharged or terminated orally, except
by a statement in writing signed by the party or parties against which
enforcement or the change, waiver, discharge or termination is sought.
IN WITNESS WHEREOF: The parties have executed this Consulting Agreement as
of the date set forth above.
GLOBAL TELEMEDIA INTERNATIONAL, INC Xxxxxx X. Xxxxxxx
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Company: Consultant:
Xxxxxxxx Xxxxxxx Xxxxxxx -----------------------------
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By:
President
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Title:
Date: 3/17/99 Date: 3/15/99
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