Exhibit 4.1
COMPLIANCE AGREEMENT
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THISCOMPLIANCE AGREEMENT IS MADE EFFECTIVE THIS 1ST DAY OFJANUARY, 2002 BY AND;
BETWEEN:
HYUN J. YOU of #000 0000 Xxxxxxx Xx., Xxxxxxxxx, XX, Xxxxxx X0X 0X0
(HEREINAFTER REFERRED TO AS "CONSULTANT")
AND:
MERIDIAN CO., LTD., OF 9FL., SEOIL XXXX. 000, XXXXXXXXX-XXXX, XXXXXX-XX
XXXXX, XXXXXXXX OF KOREA
(HEREINAFTER REFERRED TO AS "MERIDIAN")
WHEREAS:
A. MERIDIAN is engaged in the research, development, manufacturing and
sales of medical devices mainly for the Oriental and
Natural/Alternative Medicine;
B. CONSULTANT is a consultant providing professional corporate securities
services in the North America market; and
C. MERIDIAN considers it to be in its best interest to engage CONSULTANT
to receive regulatory services to it on the terms and subject to the
conditions hereinafter set forth.
NOW THEREFORE THIS AGREEMENT WITNESS THAT THE PARTIES MUTUALLY AGREE AS FOLLOWS:
1. ENGAGEMENT
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1.1 Subject to the terms and conditions hereof, MERIDIAN hereby engages
CONSULTANT to receive the regulatory services set out in Section 2.1 hereof
(the "Services").
1.2 CONSULTANT's obligation to perform the Services shall commence following
the completion of the list of the Services, and will continue from the
Effective Date until terminated in accordance with Article 4 hereof (the
"Term").
2. SERVICES
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2.1 CONSULTANT shall perform the Services so as to comply with all applicable
securities legislation, the rules and policies of the SEC and NASDAQ OTC
and all of the applicable law and regulation. The Services would include:
a. Prepare and file Quarterly report to SEC
b. Prepare and file Annual report to SEC
c. All other necessary financial and non-financial reports SEC
and NASD
d. Prepare the necessary information documents or packages
requested by MERIDIAN
3. CONSIDERATION
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3.1 In consideration for the Services, MERIDIAN shall pay CONSULTANT the
minimum monthly retainer of $15,000 US or the MERIDIAN's common shares
equivalent to the value of $15,000 US invoiced in advance each month.
3.2 All expenses and costs other than regular monthly service fee shall be paid
by cash or number of the MERIDIAN's common shares equivalent to the value
of total cost.
4. TERMINATION AND RENEWAL
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4.1 This agreement may be terminated by MERIDIAN upon the occurrence of any
default by CONSULTANT by giving written notice to CONSULTANT by giving
written notice to CONSULTANT specifying the nature of the default. A
default will be defined as the occurrence of any one ore more of the
following:
a. CONSULTANT fails to perform any of the Services in the manner or
within the time required herein or commits or permits a breach of
or default in any of CONSULTANT's covenants, duties or
obligations hereunder; or
b. MERIDIAN acting reasonably determines that CONSULTANT or any of
its principals, directors, officers, agents or employees has
acted, is acting or is likely to act in a manner detrimental to
MERIDIAN or has violated the confidentiality of any information
as provided for in this agreement.
4.2 Upon termination of this agreement for any reason, CONSULTANT will deliver
to MERIDIAN all documents pertaining to MERIDIAN or its business, including
but not limited to all correspondence, reports, contracts, data bases
related to MERIDIAN and anything included in the definition of "Work
Product" set out in Section 5.1 hereof.
4.3 This agreement may be renewed for consecutive one year terms, on an annual
basis, as agreed to by both parties at the end of the Term.
5. CONFIDENTIALITY
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5.1 All reports, documents, concepts and products together with any business
contracts or any business opportunities prepared, produced, developed or
acquired by CONSULTANT, directly or indirectly, in connection with
CONSULTANT performing the Services (collectively, the "Work Product") will
belong exclusively to MERIDIAN which will be entitled to all rights,
interest, profits or benefits in respect thereof.
5.2 No copies, summaries or other reproductions of any Work Product shall be
made by CONSULTANT without the express permission of MERIDIAN, provided
that CONSULTANT is given permission to maintain one copy of the Work
Product for its own use.
5.3 CONSULTANT will not disclose any information, documents or Work Product
which is developed by CONSULTANT or to which CONSULTANT may have access by
virtue of its performance of the Services to any person not expressly
authorized by MERIDIAN for that purpose. CONSULTANT will comply with such
directions as MERIDIAN may make to ensure the safeguarding or
confidentiality of all such information, documents and Work Product.
5.4 CONSULTANT may not disseminate nor distribute to the media, members of the
public, shareholders of MERIDIAN, prospective investors, members of the
investment or brokerage community, securities regulators or any other third
party any of the Work Product or any other written or printed information
about MERIDIAN or its business, without MERIDIAN first reviewing and
approving the Work Product or other information prior to dissemination or
distribution.
6. LAW
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6.1 This agreement shall be governed by and construed in accordance with the
laws of the Province of British Columbia and the parties hereby irrevocably
attorn to the courts of such Province.
IN WITNESS THEREOF, the parties above have caused this Agreement to be duly
executed, as of the day and year set out below.
HYUN J. YOU
/s/ HYUN J. YOU
___________________ Date: January, 1, 2002
MERIDIAN CO., LTD.,
By: /s/ Xxxxx Xxxxx Xxxxxx
____________________________________
Xxxxx Xxxxx Myeong, CEO/President Date: January, 1, 2002
