Exhibit 10.1


     

    Exhibit
      10.1


     

     

    October
      1, 2003

    


    PERSONAL
      AND CONFIDENTIAL

    


    GSC
      Global, Inc.

    500
      Fairway Drive, Ste 103

    Deerfield
      Beach, Florida 33441

    Attn:
      Claus Bartak, President & CEO

    


    Dear
      Mr.
      Bartak:

    


    This
      letter agreement ("Agreement") confirms the terms and conditions of the
      engagement of Greentree Financial Group, Inc. ("Greentree") by GSC Global,
      Inc.
      (the "Company") to render certain professional services to the Company in
      connection with preparation of the Company's private offering documents and
      consulting in connection with its proposed listing on the
      Pinksheets.

    


    1. Services.
      Greentree agrees to perform the following services:

    


    
      	 	
              (a)

            	
              Assist
                with the preparation of compensatory plan for officers, directors,
                employees and consultants;

            


    

    


    
      	 	
              (b)

            	
              Assist
                with the preparation of an offering circular, including drafting
                of the
                subscription agreement and accredited questionnaire, reviewing of
                the
                Company’s corporate documents in preparation for filing the Form D and
                answering comments from the Securities and Exchange Commission, if
                any;

            


    

    


    
      	 	
              (c)

            	
              Preparation
                of board meetings, as applicable;

            


    

    


    
      	 	
              (d)

            	
              Consulting
                in connection with qualifications of listing on the pinksheets quotation
                market.

            


    

     

    
      	 	
              (e)

            	
              Perform
                such other services as the Company and Greentree shall mutually agree
                to
                in writing.

            


    

     

    2. Fees.
       The
      Company agrees to pay Greentree for its services with a financial advisory
      fee
      ("Advisory Fee") of $15,000 cash and 75,000 restricted common shares payable
      upon signing this agreement. 

    


    3. Term.
      The
      term of this Agreement shall commence on October 15, 2003. Greentree also agrees
      to assist in answering any SEC comments remaining in connection with the
      registration statements. This agreement may be terminated by the Company with
      30
      days prior written notice to Greentree. If the Company terminates this Agreement
      prior to the expiration of the Term, the Company shall pay to Greentree all
      reasonable expenses incurred, in accordance with Paragraph 5 hereof. Any
      obligation pursuant to this Paragraph 3, and pursuant to Paragraphs 2, 4, 5,
      6
      and 8 hereof, shall survive the termination or expiration of this
      Agreement.

     

    
      
        
        

      

      
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    4. Expenses.
      The
      Company agrees to reimburse Greentree for all of its reasonable out-of-pocket
      fees, expenses and costs (including, but not limited to, legal, accounting,
      travel, accommodations, telephone, translation, computer, courier and supplies)
      in connection with the performance of its services under this Agreement,
upon
      prior written approval.
      All
      such fees, expenses and costs will be billed at any time by Greentree and are
      payable by the Company when invoiced. Upon expiration of the Agreement any
      unreimbursed fees and expenses will be immediately due and payable.


    


    5. Indemnification.
      In
      addition to the payment of fees and reimbursement of fees and expenses provided
      for above, the Company agrees to indemnify Greentree and its affiliates with
      regard to the matters contemplated herein, as set forth in Exhibit A, attached
      hereto, which is incorporated by reference as if fully set forth herein.


     

    6. Matters
      Relating to Engagement.
      The
      Company acknowledges that Greentree has been retained solely to provide the
      services set forth in this Agreement. In rendering such services, Greentree
      shall act as an independent contractor, and any duties of Greentree arising
      out
      of its engagement hereunder shall be owed solely to the Company. The Company
      further acknowledges that Greentree may perform certain of the services
      described herein through one or more of its affiliates.

    


    The
      Company acknowledges that Greentree is a consulting firm that is engaged in
      providing financial advisory services. The Company acknowledges and agrees
      that
      in connection with the performance of Greentree's services hereunder (or any
      other services) that neither Greentree nor any of its employees will be
      providing the Company with legal, tax or accounting advice or guidance (and
      no
      advice or guidance provided by Greentree or its employees to the Company should
      be construed as such) and that neither Greentree nor its employees hold itself
      or themselves out to be advisors as to legal, tax, accounting or regulatory
      matters in any jurisdiction. The attorneys and accountants that work for
      Greentree are exclusively for Greentree's benefit. The Company shall consult
      with its own legal, tax, accounting and other advisors concerning all matters
      and advice rendered by Greentree to the Company and the Company shall be
      responsible for making its own independent investigation and appraisal of the
      risks, benefits and suitability of the advice and guidance given by Greentree
      to
      the Company and the transactions contemplated by this Agreement. Neither
      Greentree nor its employees shall have any responsibility or liability
      whatsoever to the Company or its affiliates with respect
      thereto.


    


    The
      Company recognizes and confirms that in performing its duties pursuant to this
      Agreement, Greentree will be using and relying on data, material, and other
      information (the "Information") furnished by the Company or their respective
      employees and representatives. The Company will cooperate with Greentree and
      will furnish Greentree with all Information concerning the Company and any
      Transaction, Alternate Transaction or Financing which Greentree deems
      appropriate and will provide Greentree with access to the Company's officers,
      directors, employees, independent accountants and legal counsel for the purpose
      of performing Greentree's obligations pursuant to this Agreement. The Company
      hereby agrees and represents that all Information furnished to Greentree
      pursuant to this Agreement shall be accurate and complete in all material
      respects at the time provided, and that, if the Information becomes materially
      inaccurate, incomplete or misleading during the term of Greentree's engagement
      hereunder, the Company shall promptly advise Greentree in writing. Accordingly,
      Greentree assumes no responsibility for the accuracy and completeness of the
      Information. In rendering its services, Greentree will be using and relying
      upon
      the Information without independent verification evaluation thereof.


    


    7. Governing
      Law.
      This
      Agreement shall be governed by and construed in accordance with the laws of
      the
      State of Florida without regard to the conflict of laws provisions
      thereof.

     

    8. No
      Brokers.
      The
      Company represents and warrants to Greentree that there are no brokers,
      representatives or other persons which have an interest in compensation due
      to
      Greentree from any services contemplated herein. 

    


    9.
      Authorization.
      The
      Company and Greentree represent and warrant that each has all requisite power
      and authority, and all necessary authorizations, to enter into and carry out
      the
      terms and provisions of this Agreement and the execution, delivery and
      performance of this Agreement does not breach or conflict with any agreement,
      document or instrument to which it is a party or bound.

     

    
      
        
        

      

      
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    10. Miscellaneous.
      This
      Agreement constitutes the entire understanding and agreement between the Company
      and Greentree with respect to the subject matter hereof and supersedes all
      prior
      understanding or agreements between the parties with respect thereto, whether
      oral or written, express or implied. Any amendments or modifications must be
      executed in writing by both parties. This Agreement and all rights, liabilities
      and obligations hereunder shall be binding upon and insure to the benefit of
      each party’s successors but may not be assigned without the prior written
      approval of the other party. If any provision of this Agreement shall be held
      or
      made invalid by a statute, rule, regulation, decision of a tribunal or
      otherwise, the remainder of this Agreement shall not be affected thereby and,
      to
      this extent, the provisions of this Agreement shall be deemed to be severable.
      This Agreement may be executed in any number of counterparts, each of which,
      shall be deemed to be an original, but such counterparts shall, together,
      constitute only one instrument. The descriptive headings of the Paragraphs
      of
      this Agreement are inserted for convenience only, do not constitute a part
      of
      this Agreement and shall not affect in anyway the meaning or interpretation
      of
      this Agreement.

    


    Please
      confirm that the foregoing correctly sets forth our agreement by signing below
      in the space provided and returning this Agreement to Greentree for execution,
      which shall constitute a binding agreement as of the date first above
      written.

    


    Thank
      you. We look forward to a mutually rewarding relationship.

    


    GREENTREE
      FINANCIAL GROUP, INC.

    


    


    By:
      /s/ R. Chris Cottone

    Name:
      R.
      Chris Cottone

    Title:
      Vice-President 

    


    AGREED
      TO
      AND ACCEPTED

    AS
      OF
      OCTOBER 12, 2003:

    


    GSC
      GLOBAL, INC.

    


    


    By:
      /s/ Claus Bartak

    Name:
       Claus
      Bartak

    Title:
       President
      & CEO

     

    
      
        
        

      

      
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    EXHIBIT
      A: INDEMNIFICATION

    


    The
      Company agrees to indemnify Greentree, its employees, directors, officers,
      agents, affiliates, and each person, if any, who controls it within the meaning
      of either Section 20 of the Securities Exchange Act of 1934 or Section 15 of
      the
      Securities Act of 1933 (each such person, including Greentree is referred to
      as
      "Indemnified Party") from and against any losses, claims, damages and
      liabilities, joint or several (including all legal or other expenses reasonably
      incurred by an Indemnified Party in connection with the preparation for or
      defense of any threatened or pending claim, action or proceeding, whether or
      not
      resulting in any liability) ("Damages"), to which such Indemnified Party, in
      connection with providing its services or arising out of its engagement
      hereunder, may become subject under any applicable Federal or state law or
      otherwise, including but not limited to liability or loss (i) caused by or
      arising out of an untrue statement or an alleged untrue statement of a material
      fact or omission or alleged omission to state a material fact necessary in
      order
      to make a statement not misleading in light of the circumstances under which
      it
      was made, (ii) caused by or arising out of any act or failure to act, or (iii)
      arising out of Greentree's engagement or the rendering by any Indemnified Party
      of its services under this Agreement; provided, however, that the Company will
      not be liable to the Indemnified Party hereunder to the extent that any Damages
      are found in a final non-appealable judgment by a court of competent
      jurisdiction to have resulted from the gross negligence or willful misconduct
      of
      the Indemnified Party seeking indemnification hereunder.

    


    These
      indemnification provisions shall be in addition to any liability which the
      Company may otherwise have to any Indemnified Party.

    


    If
      for
      any reason, other than a final non-appealable judgment finding an Indemnified
      Party liable for Damages for its gross negligence or willful misconduct the
      foregoing indemnity is unavailable to an Indemnified Party or insufficient
      to
      hold an Indemnified Party harmless, then the Company shall contribute to the
      amount paid or payable by an Indemnified Party as a result of such Damages
      in
      such proportion as is appropriate to reflect not only the relative benefits
      received by the Company and its shareholders on the one hand and the Indemnified
      Party on the other, but also the relative fault of the Company and the
      Indemnified Party as well as any relevant equitable considerations.

    


    Promptly
      after receipt by the Indemnified Party of notice of any claim or of the
      commencement of any action in respect of which indemnity may be sought, the
      Indemnified Party will notify the Company in writing of the receipt or
      commencement thereof and the Company shall have the right to assume the defense
      of such claim or action (including the employment of counsel reasonably
      satisfactory to the Indemnified Party and the payment of fees and expenses
      of
      such counsel), provided that the Indemnified Party shall have the right to
      control its defense if, in the opinion of its counsel, the Indemnified Party's
      defense is unique or separate to it as the case may be, as opposed to a defense
      pertaining to the Company. In any event, the Indemnified Party shall have the
      right to retain counsel reasonably satisfactory to the Company, at the Company's
      sole expense, to represent it in any claim or action in respect of which
      indemnity may be sought and agrees to cooperate with the Company and the
      Company's counsel in the defense of such claim or action. In the event that
      the
      Company does not promptly assume the defense of a claim or action, the
      Indemnified Party shall have the right to employ counsel to defend such claim
      or
      action. Any obligation pursuant to this Annex shall survive the termination
      or
      expiration of the Agreement.

     

    
      
        
        

      

      
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