Exhibit 10(g)
Contract for Services amongst CEST Co., Ltd., Yellowstone Corporate
Services, Inc. and Jupiter Capital Korea Co. Ltd. dated August 30,
2002
CONTRACT FOR SERVICES
This agreement ("Agreement") is made effective by and among
Yellowstone Corporate Services Inc. (hereinafter referred to as
"YCSI") whose principal business address is 00/X, Xxxxxx Xxxxx, 181-
183 Gloucester Road, Wan Chai, Hong Kong, Jupiter Capital Korea Co.
Ltd.(hereinafter referred to as "JCK") whose principal business
address is Suite 315, Life Officetel B/D, 00-0 Xxxxxx-Xxxx,
Xxxxxxxxxxxx-Xx, Xxxxx, 000-000, Xxxxx, and the undersigned
(hereinafter referred to as the "Client"):
COMPANY: CEST Co., Ltd.
ADDRESS: 0000-0, Xxxxxx 0-xxxx, Xxxxxx-xx,
Xxxxx, Xxxxx, 137-073
WHEREAS, Client wishes to become a quoted company, either directly
or indirectly, on the Over-The-Counter Bulletin Board ("OTCBB")
administered by the National Association of Securities Dealers
("NASD") in the United States of America through corporate
restructuring and fulfillment of all necessary and applicable legal
and regulatory requirements (the "OTCBB Quotation Exercise").
WHEREAS, Client wishes to retain YCSI & JCK jointly and
collectively as an Independent Project Manager, and YCSI & JCK wish
to be retained in such capacity and perform certain services for
Client in connection with the OTCBB Quotation Exercise.
THEREFORE, all parties hereto agree as follows:
1. Appointment: Client hereby appoints YCSI & JCK jointly and
collectively as an Independent Project Manager for the OTCBB
Quotation Exercise, and YCSI & JCK hereby accept appointment in
such capacity in accordance with the terms and conditions as set
out in this Agreement.
2. Duties of YCSI & JCK: YCSI & JCK will jointly and
collectively provide the following services:
a) Improve a business plan or amend an existing one in accordance
with YCSI & JCK's standard;
b) Introduce and assist Client to secure services from United
States ("US") based corporate securities advisors ("Advisors") and
work with Advisors to carry out the following phases of the OTCBB
Quotation Exercise:-
i. Corporate restructuring and creation/acquisition of an
appropriate legal entity whose securities are to be quoted on the
OTCBB ("Listing Vehicle");
ii. Cause the preparation and filing of all documents with US
State securities regulatory authorities when applicable and with
the US Securities Exchange Commission ("US SEC");
iii. Assist Client to make arrangements to build up a shareholder
base for the Listing Vehicle; and
iv. Assist Client to locate and negotiate a contract with a
licensed level three market maker ("Market Maker") who will file
Client's Form 211 with the NASD for the quotation of Listing
Vehicle's securities on the OTCBB.
c) Introduce and assist Client to secure qualified Accountants
("Accountants") to carry out the required audit of Client's
financial statements prepared in accordance with US Generally
Accepted Accounting Principles ("US GAAP");
d) Introduce and assist Client to secure qualified securities
lawyers ("Lawyers"), if necessary, to represent Client during the
OTCBB Quotation Exercise; and
e) Acts as the coordinator amongst the Advisors, Accountants,
Lawyers, Market Maker and Client, and monitors the progress of the
OTCBB Quotation Exercise.
3. Provision of Information: Client agrees to provide YCSI & JCK
within an indicated time frame with any information and documents
as may be requested by YCSI & JCK, Advisors, Accountants, Lawyers
and Market Maker in connection with the OTCBB Quotation Exercise.
Client shall be solely responsible for the accuracy of the
information and representations contained in any documents to be
prepared by any of these parties on behalf of Client. YCSI & JCK
shall not be held liable to any of Client's damages resulting from
Client's repeated failure to provide information requested by YCSI
& JCK within the indicated time frame.
4. Cash compensation, stock subscription right and warrants:
YCSI's & JCK's compensation as set out in this paragraph includes
costs incurred for the services of Advisors, Lawyers and Market
Maker in connection with the OTCBB Quotation Exercise but exclude
Client's engagement for the services of Accountants. Client shall
provide cash of US$200,000 (United States Dollars two hundred
thousand only) as cash compensation to YCSI & JCK for the services
provided as stipulated in paragraph 2 of this Agreement. The cash
compensation shall consist of and be paid to YCSI & JCK as follows:
Cash payment 1: Client disburses and YCSI & JCK collect
cash payment of a non-refundable retainer
of US$30,000 within three business days
upon the execution of this Agreement.
Cash payment 2: After 2 month later, Client disburses and
YCSI & JCK collect cash payment of an
additional US$40,000 upon engagement of
Advisors by YCSI & JCK on behalf of Client
for services in connection with its OTCBB
Quotation Exercise.
Cash payment 3: After 4 month later, YCSI & JCK collect
cash payment of an additional US$50,000
upon the OTCBB Quotation Exercise.
Cash payment 4: Client disburses and YCSI & JCK collect
cash payment of an additional US$80,000
within three business days upon
notification by the NASD of the Listing
Vehicle's clearance for quotation on the
OTCBB.
Stock subscription right: Client shall grant to JCK the
right to subscribe 300,000 shares of the
Listing Vehicle's Common Stock at the
contemplated par value of US$0.001 per
share.
Client shall cause the Listing Vehicle to
sell 700,000 shares of the Listing
Vehicle's Common Stock at par value of
US$0.001 per share to YCSI for
distribution to its stockholders (after
these shares have been registered with the
US SEC under the Securities Act of 1933,
as amended).
Warrants: Client shall cause the Listing Vehicle to
grant warrants (with each warrant
convertible into one share of Common Stock
of the Listing Vehicle at an exercise
price of US$0.20 per share) to the
following parties : 500,000 warrants to
YCSI , 300,000 warrants to JCK, and
200,000 warrants to Advisors, Lawyers and
Market Maker nominated by YCSI as
appropriate. Client agrees to cause the
Listing Vehicle to register these warrants
in its first Registration Statement to be
filed with the US SEC a under the
Securities Act of 1933, as amended.
Client agrees that the Listing Vehicle shall have a maximum of
10 million shares of its Common Stock issued and outstanding
immediate after JCK and YCSI exercise its stock subscription
right.
5. Appointment of Advisors, Accountants, Lawyers and Market
Maker: YCSI & JCK shall engage Advisors, Accountants, Lawyers and
Market Maker on behalf of Client. Under all circumstances, Client
shall enter into direct agreement with Accountants to contract for
their services to be rendered in connection with Client's OTCBB
Quotation Exercise.
6. Other Expenses: Client shall be responsible to pay any direct
filing fees required to be submitted with any registration,
filings, membership applications, self-regulatory agency fees,
bonding, fingerprinting, or testing expenses. YCSI & JCK will
assist Client to make arrangements to make payments on these items
when applicable.
7. Certain Circumstances: YCSI & JCK assume no responsibility
for the performance of Advisors, Accountants, Lawyers and Market
Maker, and any occurrences beyond its control, including but not
limited to Federal and State filing backlogs or agency computer
breakdowns, which may result in processing delays. YCSI & JCK will
use its best efforts to perform its duties as fully delineated in
paragraph 2 of this Agreement but cannot guarantee that any
registration of Listing Vehicle's stock will be granted by the US
Federal and if applicable State securities regulatory authorities.
In no event will YCSI & JCK be liable for actual, incidental,
consequential, related or any other type of damages, in any amount,
attributable to such error or oversight on the part of YCSI & JCK.
8. Indemnification: Client hereby agrees to indemnify and hold
harmless YCSI & JCK, their Directors, Officers, employees, agents,
representatives, assigns, and controlling persons (and other
officers, directors, employees, agents, representatives, assigns
and controlling persons) from any and all losses, claims, damages,
liabilities, costs, and expenses (and all other actions, suits,
proceedings, or claims in respect thereof) and any legal or other
expenses in giving testimony or furnishing documents in response to
a subpoena or otherwise (including, without limitation, the cost of
investigating, preparing or defending any such action, suit,
proceeding, or claim, whether or not in connection with any action,
suit, proceeding or claim for which it is a party), as and when
incurred, directly or indirectly, caused by, relating to, based
upon or arising out of the services pursuant to this agreement so
long as YCSI & JCK have not committed intentional or willful
misconduct, nor acted with gross negligence, in connection with the
services which form the basis of the claim for indemnification.
Client further agrees that YCSI & JCK shall incur no liability on
account of this Agreement or any acts or omissions arising out of
or relating to this Agreement except for such intentional or
willful misconduct. This paragraph shall survive the expiration or
termination of this Agreement. Client also expressly indemnifies
YCSI & JCK for any future liabilities, either administrative,
civil, or criminal related to the improper use by Client or its
assignees of any and all documentation that is provided to Client
by YCSI & JCK pursuant to this Agreement. Client hereby further
agrees to indemnify YCSI & JCK against any action, suit, claim or
proceeding, whether civil, criminal or administrative, and against
any fine, cost, levy, expense, judgment or award arising therefrom
(collectively a "Claim"), in which YCSI & JCK may be involved
(whether as a witness or a party) as a result of any application or
document filed or processed by YCSI & JCK, on the Client's behalf,
which contains any false or misleading statement or omission of
material fact or which, other than through gross negligence of YCSI
& JCK, violates any statute, rule or order of any US Federal, State
or self-regulatory authority. Client agrees that YCSI & JCK shall
have no responsibility to verify the accuracy or adequacy of any
statement, document, fact or information provided to YCSI & JCK by
Client or Client's attorney, accountant, representative or agents.
9. Independent Contractor Status: YCSI & JCK shall perform its
services under this contract as an independent contractor and not
as an employee of Client or an affiliate thereof. It is expressly
understood and agreed to by the parties hereto that YCSI & JCK
shall have no authority to act for, represent or bind Client or any
affiliate thereof in any manner, except as provided for expressly
in this Agreement or in writing by Client.
10. Amendment and Modification: Subject to applicable laws, this
Agreement may be amended, modified or supplemented only by a
written agreement signed by both YCSI & JCK and Client. No oral
modifications to this Agreement may be made.
11. Entire Agreement: This Agreement contains the entire
understanding between and among the parties and supersedes any
prior understandings and agreements among them respecting the
subject matter of this Agreement. The failure by YCSI & JCK to
insist on strict performance of any term or condition contained in
this Agreement shall not be construed by Client as a waiver, at any
time, of any rights, remedies or indemnifications, all of which
shall remain in full force and effect from time of execution
through eternity.
12. Agreement Binding: This Agreement shall be binding upon the
heirs, executors, administrators, and successors and permitted
assigns of the parties hereto. Client shall not assign its rights
or delegate its duties under any term or condition set forth in
this Agreement without the prior written consent of YCSI & JCK.
13. Attorney's Fees: In the event an arbitration, mediation, suit
or action is brought by any party under this Agreement to enforce
any of its terms, or in any appeal therefrom, it is agreed that the
prevailing party shall be entitled to reasonable attorney's fees to
be fixed by the arbitrator, mediator, trial court and/or appellate
court.
14. Severability: If any provision of this Agreement is held to
be illegal, invalid or unenforceable under the present or future
laws effecting during the term hereof, such provision shall be
fully severable and this Agreement shall be construed as if such
illegal, invalid or unenforceable provision never comprised a part
hereof; and the remaining provisions hereof shall remain in full
force and effect and shall not be affected by the illegal, invalid
or unenforceable provision or by its severance herefrom.
Furthermore, in lieu of such illegal, invalid or unenforceable
provision, there shall be added automatically as part of this
Agreement a provision as similar in its terms to such illegal,
invalid or unenforceable provision as may be possible and be legal,
valid and enforceable.
15. Business contacts introduced by YCSI & JCK to Client: During
the course of the OTCBB Quotation Exercise, YCSI & JCK will
introduce directly or indirectly its business contacts to Client
including but not limited to Advisors, Accountants, Lawyers and
Market Maker (collectively "Business Contacts"). Client shall not,
for a period of three years from the effective date of this
Agreement, solicit business from or shall have it or any of its
affiliates transact any business with Business Contacts without
prior written consents from YCSI & JCK. Client shall report to YCSI
& JCK any contact initiated by Business Contacts with Client.
Nothing herein shall be construed as prohibiting YCSI & JCK from
pursuing any other remedies available to it for such breach or
threatened breach, including the recovery of damages from Client.
16. Governing Law: This Agreement and the rights and obligations
of the parties hereto shall be governed, construed and enforced in
accordance with the laws of the State of Nevada, United States of
America. The parties agree that any litigation relating directly or
indirectly to this Agreement must be brought before and determined
by a court of competent jurisdiction within the State of Nevada,
United States of America.
17. No Legal Advice: Client further agrees and understands that
YCSI & JCK will not render any legal advice to Client during the
course of the OTCBB Quotation Exercise.
18. Termination of this Agreement: This Agreement shall
terminate automatically on the next business day upon shares in
Listing Vehicle are first quoted on the OTCBB. Early termination of
this Agreement can only be effected upon signing of a Termination
Agreement by YCSI & JCK and Client.
19. Reporting Responsibilities Under The Securities Exchange Act
1934 (As Amended): Client acknowledges by the acceptance of this
Agreement that all periodic or special reports required under The
Securities Exchange Act of 1934 (As Amended) after Listing Vehicle
becomes a US SEC Reporting Company are the responsibility of the
Client unless otherwise agreed to in writing by YCSI & JCK.
Signatures
Understood and Agreed:
Client: CEST Co., Ltd.
Date: August 30, 2002
Signature: /s/ Young Xxxx Xxx
----------------------
Printed Name: Young Xxxx Xxx
Title: CEO
Agreed to and accepted for Yellowstone Corporate Services Inc.:
Date: August 30, 2002
Signature: /s/ King X. Xx
--------------------
Printed Name: King X. Xx
Title: President
Agreed to and accepted for Jupiter Capital Korea Co. Ltd.:
Date: August 30, 2002
Signature: /s/ Xxxxx-Xxx Xxx
----------------------
Printed Name: Xxxxx-Xxx Xxx
Title: CEO
