WORLD CAPITAL FUNDING, INC.
                               INVESTMENT BANKING
                          1750 30TH STREET, SUITE 1176
                             BOULDER, COLORADO 80301
                      303/443-9170 o FACSIMILE 303/443-3589

August 21, 1996                                                     CONFIDENTIAL

Global Intellicom, Inc.
via fax:  (212) 317-9476
Attention:  David Mortman, Chairman

Dear Mr. Mortman:

      This letter confirms that Global Intellicom, Inc. ("the Company") has
retained World Capital Funding, Inc. (WCF) on the terms and conditions set forth
herein, as the Company's exclusive agents to arrange financing (the "Financing")
as is defined in paragraph 1 for the Company. It is contemplated that the
Financing will consist of the sale of up to 500,000 shares of the Company's
Convertible Preferred Stock, $10 stated value, (such Preferred Stock being
hereinafter referred to as the "Securities) for a realized value of
$5,000,000.00 US Dollars. The securities offered in the first traunch (200,000)
shall be known as the Company's Series A Convertible Preferred stock. The
securities offered in the second traunch (300,000) shall be known as the
Company's Series B Convertible Preferred stock.

      The shares shall be convertible to common stock at the option of the
holder, after 41 days at a price equivalent to a twenty-five percent discount
form the average high closing bid price for five days prior to the conversion or
a thirty-five percent discount from the closing price on the day of the closing
of this transaction, whichever is less.

1. Services to be Rendered.

      (a) The Company hereby retains WCF and authorizes WCF to act as its
exclusive agent in connection with the placement of the Securities pursuant to
the exemption from registration under the Securities Act of 1933, as amended
(the "Act"), provided by Regulation S promulgated under the Act ("Regulation S")
and subject to the terms of this Agreement. In addition, WCF retains right of
first refusal on any Regulation D financings for a period of ten (10) business
days. If WCF elects to proceed with the Reg D funding, it shall commence funding
within 7 business days of the 10 day first right of refusal period. Such
appointment shall be effective (only if signed subscription agreements have been
received for the Series A Convertible Preferred stock on or before August 30,
1996, and signed subscription agreements have been received for the Series B
Convertible Preferred stock within 45 days of the closing of escrow for the
Series A Convertible Preferred stock) for a period of 1 year from the date of
delivery to WCF by the Company of the Offering Materials (as defined in
Paragraph 4(a) hereof (the "Offering Period"). WCF shall be deemed to have
satisfied all applicable time limit requirements by delivering signed
subscription agreements by the deadline provided it has delivered the funds to
the escrow agent 7 business days thereafter. WCF shall not be deemed as agent of
the Company 
<PAGE>

for any other purpose. The Company agrees that until the termination of this
engagement letter it will not, directly or indirectly, seek to arrange or place
any equity, debt or convertible security financing, without the express written
consent of WCF. The proceeds shall be deposited with an escrow agent in a
special account (the "Escrow Account") pursuant to an escrow agreement to be
entered into between WCF, the Company and an escrow agent acceptable to WCF and
the Company, and shall be paid, less WCF's Placement Fee and Expense Allowance
(each as defined in Paragraph 2 below), to the Company at a closing or closings
held with respect to the sale of the Securities (each a "Closing") against
delivery of the appropriate amount of Securities sold.

      (b) It is contemplated that WCF, on the terms and conditions set forth
herein, and subject to performance by the Company of all its obligations
hereunder, the completeness and accuracy of the Company's representations and
warranties set forth herein, and satisfactory completion of WCF's due diligence
review, will use it's reasonable best efforts to place the Securities during the
Offering Period (defined in Paragraph 1(a) above). WCF shall cause each person
who seeks to purchase Securities to complete a subscription agreement containing
customary representations, warranties and other information. The Company shall
have the right to review each such subscription agreement prior to its agreement
to sell Securities to such person; provided, however, that the Company shall
accept the subscriptions from each subscriber who executes a subscription
agreement indicating that it is a foreign "non-United States" person who
compiles with the requirements for purchase under Regulation S. This engagement
letter does not constitute an understanding or a commitment, express or implied,
by WCF to provide the Financing from its own account.

2. Fees and Expenses.

      (a) As compensation for placing the Securities, the Company shall pay WCF
a placement fee equal to 10% (the "Placement Fee") of the gross proceeds from
the sale of the Securities placed by WCF. The Placement Fee with respect to each
sale of Securities shall be payable in cash from the escrow account concurrently
with each Closing. In addition, the Company shall issue to WCF 5,000 restricted
shares of its common stock for every $1,000,0000 in fully paid subscriptions.

      (b) In addition to any other fees payable to WCF hereunder, if at any time
commencing with the date hereof and ending 18 months after termination of this
letter or the Closing (whichever is later) a party introduced to and
acknowledged by the Company by WCF shall purchase or commit to purchase
securities of the Company (which commitment the Company shall have accepted or
shall subsequently accept), WCF shall receive as compensation the Placement Fee
that would have been payable and issuable had such purchases occurred in
connection with the Financing, regardless of the type of securities so purchased
or the form of payment therefor.

      (c) It shall be the Company's obligation to bear all of its expenses in
connection with the proposed Financing, including, but not limited to the
following: printing and duplication costs, postage and mailing expenses with
respect to the transmission of Offering Materials 


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(defined in Paragraph 4 below), registrar and transfer agent fees, counsel, and
accounting fees and issue and transfer taxes, any travel and hotel expenses, if
any. The Company will be obligated to reimburse WCF for any such expenses
incurred by it with respect to the Financing in an amount up to Thirty Thousand
Dollars ($30,000), payable upon closing and presentation of an appropriate
accounting, only if WCF has complied with the time limits set forth in paragraph
1(a).

3. Obligations Limited. WCF shall be under no obligation to make an independent
investigation or inquiry as to any information regarding the Company or any
representations of the Company and shall have no liability in regard thereto.

4. Offering Materials.

      (a) The Company agrees with WCF that the Company will as promptly as
practicable deliver offering materials which shall include all filings made with
the Securities and Exchange Commission since the beginning of the Company's last
completed fiscal year and all other information with respect to the business and
properties of the Company and any recent developments. Such offering material
(the "Offering Material") shall comply with all applicable securities laws. The
Company will be solely responsible for the contents of the Offering Material and
any other written information provided to any offeree with the prior approval of
the Company, and the Company represents that the Offering Materials will not, as
of the date of the offer or sale of any Securities, contain any untrue statement
of a material fact or omit to state a material fact necessary in order to make
the statements made, in light of the circumstances under which they were made,
not misleading. The Company agrees to advise WCF promptly of the occurrence of
any event or any other change, which results in the Offering Materials
containing any untrue statement of a material fact or omitting to state any
material fact necessary in order to make the statements contained therein, in
light of the circumstances under which they were made, not misleading. The
Company authorizes WCF to provide the Offering Materials in the form provided by
the Company to prospective purchasers of Securities.

      (b) The Company and WCF shall have the right to approve the Offering
Materials and any other written communications form the Company or any person
acting on its behalf, which could be deemed to constitute offering materials in
connection with the offer and sale of the Securities.

      (c) The Company's financial and operational history, its capitalization,
its present condition, financial and otherwise, assets and prospects, shall be
as represented to WCF in the written material delivered to WCF by the Company.
The Company shall supply WCF with such financial statements, contracts and other
corporate records and documents as WCF shall deem necessary and it shall supply
WCF counsel with all financial statements, contracts, documents and other
corporate papers as may be reasonably requested. In addition, WCF shall be
promptly and fully informed by the Company of any events which might have a
material effect on the financial condition, results of operations, assets or
prospects of the Company.


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5. Representations, Warranties and Covenants.

      (a) The Company represents and warrants that this letter has been duly
authorized, executed and delivered by the Company and constitutes a valid and
binding agreement of the Company's enforceable against the Company in accordance
with its terms except that enforcement may be limited for bankruptcy,
insolvency, reorganization, moratorium, or similar laws relating to or affecting
the enforcement of creditors' rights generally and by general equity principles.
The Company further represents and warrants that consummation of the
transactions contemplated herein will not conflict with or result in a breach of
any of the terms, provisions or conditions of any written agreement to which it
is a party.

      (b) The Company has not offered the Securities in the United States and no
directed selling efforts have been made in the United States which could
reasonably be expected to result in general preconditioning of the United States
market for the Securities. Subject to the requirements of law, the Company shall
not make any public announcement of the Financing without the prior written
consent of WCF and in any event, shall make no such disclosure which could be
deemed to cause the exemption from registration provided by Regulation S to
become inapplicable.

6. Termination Payments. Except as to the nonrefundable payment made pursuant to
Paragraph 2(b) hereof, neither WCF nor the Company shall be responsible for any
expense of the other for any charges or claims related to the proposed Financing
or otherwise if the sale of Securities contemplated by this letter is not
consummated, except that if after the date of this letter but prior to the
delivery of the Offering Materials the Company determines not to proceed with
the offering contemplated by this letter, the Company shall promptly pay to WCF
an amount equal to $10,000, and if after the delivery of the final Offering
Materials the Company determines not to proceed with the offering contemplated
by this letter, the Company shall promptly pay to WCF an amount equal to
$25,000. Such amounts shall be in addition to any other fees and expense
obligations then due or which may subsequently become due to WCF hereunder.

7. Indemnity; Contribution.

      (a) The Company agrees to indemnify and hold harmless WCF, and each
person, if any, who controls WCF and their respective employees, officers and
directors, their affiliates any controlling person of any of them (each an
"indemnified party") from and against all claims, damages, losses, liabilities,
costs and expenses (collectively, for purposes of this subparagraph (a),
"liabilities" as the same are incurred (including, without limitation, any
actual, legal or other expenses reasonably incurred in connection with
investigating, preparing to defend or defending against any action, claim, suit
or proceeding (including an investigation) commenced or threatened, or in
appearing or preparing for pretrial proceeding such as a deposition)) which
arises out of or in connection with this engagement letter, the performance of
any services pursuant to this engagement letter or the Financing contemplated
hereby (except in any event liabilities arising form acts or representations of
WCF which have not been authorized by the Company or to the extent they arise
out of or in conjunction with the use of information included in the 


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Offering Materials which concerns WCF or the plan of distribution of the
Securities and which was provided in writing to the Company by WCF for inclusion
therein.)

      (b) The party seeking indemnification shall promptly notify the Company by
letter or telecopy or telegram, confirmed by letter, of any claim, suit, action
or proceeding commenced or threatened to be commenced against such indemnified
party promptly after such indemnified party shall have received actual notice
thereof; provided, however that the failure by any indemnified party to give
such notice shall not relieve any indemnifying party of its obligations
hereunder except to the extent of actual prejudice directly resulting from such
failure. The Company shall not be required to make reimbursement or payment of
any settlement effected without its prior written consent, which consent shall
not be unreasonably withheld.

      (c) In the event of the assertion against any indemnified party of any
such claim or the commencement of any such suit, action or proceeding, the
Company shall be entitled to participate in such suit, action or proceeding, and
in the investigation of such claim, and, after written notice from the Company
to the indemnified party, to assume the investigation or defense of such claim,
suit, action or proceeding with counsel of its choice at its expense; provided,
however, that such counsel shall be reasonably satisfactory to the indemnified
party. Notwithstanding, the election of the Company to assume the defense or
investigation of such claim, suit, action or proceeding, the indemnified party
shall have the right to employ separate counsel and to participate in the
defense or investigation of such claim, suit, action or proceeding, and the
Company shall bear the expense of one such separate counsel, if (i) counsel to
the indemnified party in good faith advises the indemnified party that use of
counsel chosen by the Company could give rise to a conflict of interest and both
are parties to the suit, (ii) the Company shall not have employed counsel
reasonably satisfactory to the indemnified party to represent the indemnified
party within a reasonable time after notice of the institution of any such
litigation or proceeding, or (iii) the Company shall authorize the indemnified
party to employ separate counsel at the expense of the Company.

      (d) If for any reason the foregoing indemnification is unavailable to the
indemnified party or insufficient to hold the indemnified party harmless, the
Company shall contribute to the amount paid or payable by the indemnified party
as a result of such claim, suit, action, proceeding, damage, loss, liability,
cost or expense for which indemnification is contemplated by paragraphs (a) and
(b) above (i) in such proportion as is appropriate to reflect the relative
benefits received by the Company on the one hand and the other party or parties
on the other hand in connection with the matters covered by this engagement
letter, or (ii) if the allocation provided by clause (iii) is not permitted by
applicable law, in such proportion as is appropriate to select not only the
relative benefits received by the parties from the placement of the Securities,
but also the relative fault of the parties in connection with the statements or
omissions which resulted in such claims, suits, actions, proceedings, damages,
losses, liabilities, costs and expenses, as well as any relevant equitable
consideration. The relative benefits received by the Company on the one hand and
WCF on the other shall be deemed to be in the same proportion as the total
proceeds from the placement of the Securities (net of the fees and expenses paid
to WCF pursuant to Paragraph 2) received by the Company bears to the fees
received by WCF pursuant to Paragraph 2. Relative fault of the Company, on the
one hand, and of WCF, on the other, shall


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be determined by reference to, among other things, the parties' relative intent,
knowledge and opportunity to correct or prevent such statement or omissions.

8. Notices. Any notice or other communication to be given to the Company
hereunder may be given by delivering the same in writing to the address set
forth above, and any notice or other communication to be given to WCF may be
given by delivering the same to World Capital Funding, Incorporated, 1750 30th
Street, Suite 1176, Boulder, Colorado 80301, Attention: Keith A. Mazer,
President, or in each case, such other address of which a party shall have
received notice. Any notice or other communication hereunder shall be deemed
given three days after deposit in the mail if mailed by certified mail, return
receipt requested, or on the day after deposit with an overnight courier service
for next day delivery, or on the date personally delivered.

9. Miscellaneous. This letter sets forth the entire understanding of WCF and the
Company concerning the subject matter hereof and supersedes and prior
communications, understandings and agreements between the parties. This letter
cannot be changed, nor can any of it's provisions be waived, except by a writing
signed by WCF and the Company. This letter shall be governed by the laws of the
State of Colorado without regard to its conflict of laws provisions. The
headings contained in this letter are for reference purposes only and shall not
affect in any way the meaning or interpretation of the provisions hereof. This
letter may be executed in one or more counterparts, each of which shall be
deemed an original, but all of which together shall constitute one and the same
instrument.

      Please executed a copy of this letter to confirm your agreement in
connection with the proposed offering referred to herein. This letter
constitutes a letter of intent only and except for Paragraphs 2, 6 and 7 hereof
no provision of this letter shall be binding on any party unless the financing
is consummated. You acknowledge and agree that there shall be no binding
commitment upon either WCF or the Company to proceed with the Financing.

                                    Very truly yours,

                                    WORLD CAPITAL FUNDING, INCORPORATED


                                    By: ______________________________________
                                                Keith A. Mazer, President

The terms set forth in the foregoing letter are agreed to and accepted by us:
Global Intellicom, Inc.


By:  ___________________________________
      N. Norman Muller, Chairman


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