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EXHIBIT 10.6
INDEPENDENT CONTRACTOR AGREEMENT
This Agreement is entered into by and
between:
1. FINTEL Group Ltd, a Hongkong
corporation, located at Suite 308, Hang Bong
Centre, 28
Shanghai Street, Kowloon, Hongkong, (herein referred to as
"FINTEL");
and
2. Mr. Sam Chong Keen, a
Singaporean Citizen, Passport No. S0141198E residing
at 18
Angullia Park, #02-02 Angullia Mansions, Singapore 239973,
herein
referred
to as "EXECUTIVE".
WHEREAS:
FINTEL agrees to employ the services of
EXECUTIVE and EXECUTIVE accepts to
provide his services to FINTEL, under the
following terms and conditions.
3. TERM: The term of this
agreement is one (1) years, starting November 1st,
2004 through
October 30th, 2005;
4. DUTIES: The services
provided by EXECUTIVE will be as follows: (a)
locating
potential clients (b) handling the negotiation (c) concluding
the
transaction (d) servicing the clients' needs and (e) ensuring
the
performance of the obligations of client and FINTEL. Additional
duties
might be
required as agreed by both parties. EXECUTIVE will devote the
best
efforts in and to the faithful performance of the duties assigned
by
FINTEL.
5. COMPENSATION:
In consideration
of the services to be rendered by EXECUTIVE as assigned by
FINTEL, FINTEL
shall pay an annual compensation and benefits based on the
net income
generated by EXECUTIVE per each client, not withstanding the
termination of
this contract, as follows:
a) Cash payment is calculated
at 33.33% of the net income received by
FINTEL as a result of EXECUTIVE's services. The payments will be
made
according to the schedule of payments actually received by
FINTEL;
b) In addition, EXECUTIVE will
be issued an option to purchase FINTEL
restricted common shares at the closing price of FINTEL on the date
of
issuance, which is around the date of closing the deal. The amount
of
shares will equal to the amount in US dollar of the total value
of
consideration in the transaction. For example, if EXECUTIVE closes
a 2
million USD deal and the market price of FINTEL on the date of
issuance is $0.20, he will be awarded a total of 2 million shares
at
the exercise price of $0.20 a share;
c) The option shall satisfy a
vesting period before it can be exercised.
The vesting period for the first one third of options is one year
from
date of issuance, two years for the second one third of options
and
three years for the third one third options. The option will be
valid
for a 3 year period from the end of respective vesting period.
Should
the client ends the service contract with Fintel before the
vesting
period is over, the remaining unvested options will be cancelled.
For
example, if the client ends the service contract in the second
year,
the remaining two third of the options will be cancelled. Should
the
c
