f8k021408ex10a_guangzhou.htm


    


     

    


    
      	
              TCAM
      TECHNOLOGY PTE LTD

              60
      Kaki Bukit Place. #07-06, Eunos TechPark (LobbyB), Singapore
      415979

              Tel:
      (65) 67461930 Fax: (65) 67461938

            	
              TCAM

            


    

    


     

    Date:
30th
Jan 2008

     

    To:

    HUANTONG
TELECOM SINGAPORE COMPANY PTE LTD

    (Subsidiary
of Guangzhou Global Telecom Company Limited – Nasdaq: GZGT) 

    913,
Lorong 1, Toa Payoh, #01-04, Oleander Towers,

    Singapore
319772

    Tel. (852)
2725-6759. Fax: (852) 2720-6394

     

    Dear Mr
Kelvin Loh,

     

    Re:
LETTER OF INTENT FOR ACQUISITION (Draft Copy)

     

    This
letter of intent (L01) sets forth the intention of a proposed acquisition by
Huantong Telecom Singapore Company Pte Ltd ("Huantong") to TCAM Technology Pte
Ltd ("TCAM").

     

    All
communications and discussions are tentative until the execution of a written
agreement by both parties.

     

    
      	
              1.  

            	
              Huantong
      has proposed to TCAM to acquire 30% of the total authorized shares of
      common stock of TCAM Technology Pte
Ltd.

            


    

     

    
      
        	
                2.  

              	
                

                  The
      paid up by Huantong to acquire the 30% shall comprises, both cash of
      S$200,000 and 3 million shares of Guangzhou Global Telecom Inc (OTC
      Bullion Board: GZGT). The S$200,000 cash will be paid into TCAM as
      investment and the 3 million shares of GZGT will be paid to existing TCAM
      shareholders. The paid up shall be completed within 15 days upon official
      agreement signed

                

              


      

       

    

    
      
        
          	
                  3.  

                	
                  

                    

                      TCAM
      shareholders shall be able to sell the 50% of the GZGT shares freely in
      the US market after 6-months of holding period, upon achieving the net
      profit of S$0.2 million for the first half of year 2008 (from 01Jan08 to
      30Jun08). The remaining 50% of GZGT shares shall be able to sell freely
      after one years of holding period. At all situations, TCAM shareholders
      shall not have any restrictions in selling the GZGT shares after one year
      of holding period.

                    

                  

                


        

         

      

    

    
      	
              4.  

            	
              TCAM
      Technology Pte Ltd must be clear of all outstanding loans or liabilities
      to all parties inclusive of banks before acquisition can be
      completed.

            


    

     

    
      	
              5.  

            	
              Cost
      of account auditing, legal charges, handling fee. etc. shall be borne by
      respective parties if required to
do.

            


    

     

    
      	
              6.  

            	
              TCAM
      shall allocate 2 director seats to Huantong representatives. Huantong has
      appointed Mr. Kelvin Loh and Mr. Glenn Yang in TCAM board of directors.
      Mr.
      Glenn Yang is also appointed as the financial controller for
      TCAM.

            


    

     

    
      
        	
                7.  

              	
                TCAM
      management team shall remain the right to manage and maintain all current
      business transaction and
activities.

              


      

       

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        


        
          	
                  TCAM
      TECHNOLOGY PTE LTD

                	
                  TCAM

                


        

        


      

       

       

      
        
          
            	
                    8.  

                  	
                    TCAM
      management team shall be in full co-operation with Huantong management to
      meet the projected revenue.

                  


          

           

        

      

    

     

    
    

    We look
forward to a productive and long-term co-operation here on.

     

    Thank
You.

     

    
      
        	
                Yours
      Sincerely

              	
                Acknowledged
      by

              
	 
      	 
      
	
                /s/  Mr.
      Tan Shuang Maan

              	
                /s/  Kelvin
      Loh

              
	
                Mr.
      Tan Shuang Maan

              	
                Mr.
      Kelvin Loh

              
	
                Managing
      Director

              	
                Chief
      Executive Officer

              
	
                TCAM
      Technology Pte Ltd.

              	
                Huan
      Tong Telecom Singapore

              
	 
      	
                Company
      Pte Ltd