Exhibit 10(h)
Cooperation Agreement between Yellowstone Corporate Services, Inc.
and Jupiter Capital Korea Co. Ltd. dated August 30, 2002 with
regard to CEST Co., Ltd
COOPERATION AGREEEMENT
This agreement ("Agreement") is made effective by and between
Yellowstone Corporate Services Inc. (hereinafter referred to as
"YCSI") whose correspondence business address is 21/F Centre Point,
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(the "COOPERATION PARTNER"):
COOPERATION PARTNER: Jupiter Capital Korea Co. Ltd.
Suite 315, Life Officetel B/D
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WHEREAS, COOPERATION PARTNER has established contacts with the
following Company (hereinafter referred to as the "Client"):
CEST Co., Ltd.
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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, a Direct Public Offering in the State of Nevada and
fulfillment of all necessary and applicable legal and regulatory
requirements under the United States Securities Act of 1933, as
amended and the United States Securities Exchange Act of 1934, as
amended (the "OTCBB Quotation Exercise").
WHEREAS, Client wishes to retain YCSI & COOPERATION PARTNER jointly
and collectively as an Independent Project Manager, and YCSI &
COOPERATION PARTNER wish to be retained in such capacity and
perform certain services for Client in connection with the OTCBB
Quotation Exercise.
THEREFORE, both parties hereto agree as follows:
1. Appointment: YCSI & COOPERATION PARTNER agree to accept
appointment on a jointly and collectively basis as an Independent
Project Manager for the OTCBB Quotation Exercise in accordance with
the terms and conditions as agreed by YCSI, COOPERATION PARTNER and
Client.
2. Duties of COOPERATION PARTNER & YCSI: COOPERATION PARTNER &
YCSI will have the following duties:
a) Duties of Cooperation Partner
i. Prepare a business plan or amend an existing one in accordance
with YCSI's guidelines and standard;
ii. Fulfill the responsibilities as stipulated in paragraph 3 of
this Agreement; and
iii. Ensure YCSI and Client receive timely information on matters
affecting the OTCBB Quotation Exercise.
b) Duties of YCSI
i. 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:-
1. Corporate restructuring and creation/acquisition of an
appropriate legal entity whose securities are to be quoted on the
OTCBB ("Listing Vehicle");
2. 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");
3. Assist Client to make arrangements to build up a shareholder
base for the Listing Vehicle; and
4. 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.
ii. 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");
iii. Introduce and assist Client to secure qualified securities
lawyers ("Lawyers"), if necessary, to represent Client during the
OTCBB Quotation Exercise; and
iv. 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: COOPERATION PARTNER shall cause
Client to provide YCSI & COOPERATION PARTNER within an indicated
time frame with any information and documents as may be requested
by YCSI & COOPERATION PARTNER, 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 &
COOPERATION PARTNER shall not be held liable to any of Client's
damages resulting from Client's repeated failure to provide
information requested by YCSI & COOPERATION PARTNER within the
indicated time frame.
4. Compensation: COOPERATION PARTNER shall cause Client to pay
YCSI's & COOPERATION PARTNER's compensation as set out in this
paragraph which 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) to YCSI & COOPERATION
PARTNER for the services provided as stipulated in paragraph 2 of
this Agreement. The Compensation shall consist of and be paid to
YCSI & COOPERATION PARTNER as follows:
Cash payment 1: Client disburses and YCSI & COOPERATION
PARTNER collect cash payment of a non-
refundable retainer of US$30,000 within
three business days upon the execution of
this Agreement. YCSI shall be entitled to
receive US$15,000 of cash payment 1 and
COOPERATION PARTNER is entitled to receive
US$15,000 of cash payment 1.
Cash payment 2: After two months, Client disburses and
YCSI & COOPERATION PARTNER collect cash
payment of an additional US$40,000 upon
engagement of Advisors by YCSI &
COOPERATION PARTNER on behalf of Client
for services in connection with its OTCBB
Quotation Exercise. YCSI shall be entitled
to receive US$15,000 of cash payment 2 and
COOPERATION PARTNER is entitled to receive
US$25,000 of cash payment 2.
Cash payment 3: After four months, Client disburses and
YCSI & COOPERATION PARTNER collect cash
payment of an additional US$50,000 upon
engagement of Advisors by YCSI &
COOPERATION PARTNER on behalf of Client
for services in connection with its OTCBB
Quotation Exercise. YCSI shall be entitled
to receive US$15,000 of cash payment 2 and
COOPERATION PARTNER is entitled to receive
US$35,000 of cash payment 2.
Cash payment 4: Client disburses and YCSI & COOPERATION
PARTNER 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. YCSI shall be entitled to
receive US$45,000 of cash payment 3 and
COOPERATION PARTNER is entitled to receive
US$35,000 of cash payment 3.
5. Appointment of Advisors, Accountants, Lawyers and Market
Maker: YCSI shall engage and pay for the services of Advisors,
Lawyers and Market Maker for Client's OTCBB Quotation Exercise.
COOPERATION PARTNER and Client shall not bear any costs for the
services of Advisors, Lawyers and Market Maker. Under all
circumstances, Client shall enter into direct agreement with
Accountants to contract and pay 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 & COOPERATION
PARTNER will assist Client to make arrangements to make payments on
these items when applicable.
7. Certain Circumstances: YCSI & COOPERATION PARTNER 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 & COOPERATION PARTNER 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 &
COOPERATION PARTNER 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 &
COOPERATION PARTNER.
8. Independent Contractor Status: YCSI & COOPERATION PARTNER
shall perform its services under this contract as an independent
contractor and not as an employee of Client or an affiliate
thereof.
9. Amendment and Modification: Subject to applicable laws, this
Agreement may be amended, modified or supplemented only by a
written agreement signed by both YCSI and COOPERATION PARTNER. No
oral modifications to this Agreement may be made.
10. Entire Agreement: This Agreement contains the entire
understanding between the parties and supersedes any prior
understandings and agreements among them respecting the subject
matter of this Agreement. The failure by YCSI & COOPERATION
PARTNER to insist on strict performance of any term or condition
contained in this Agreement shall not be construed by either party
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.
11. Agreement Binding: This Agreement shall be binding upon the
heirs, executors, administrators, and successors and permitted
assigns of the parties hereto. YCSI and COOPERATION PARTNER shall
not assign theirs rights or delegate their duties under any term or
condition set forth in this Agreement without the prior written
consent of the other party to this Agreement.
12. 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.
13. 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.
14. Business contacts introduced by YCSI to COOPERATION PARTNER:
During the course of the OTCBB Quotation Exercise, YCSI will
introduce directly or indirectly its business contacts to
COOPERATION PARTNER 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.
COOPERATION PARTNER shall report to YCSI any contact initiated by
Business Contacts with COOPERATION PARTNER. Nothing herein shall be
construed as prohibiting YCSI from pursuing any other remedies
available to it for such breach or threatened breach, including the
recovery of damages from COOPERATION PARTNER.
15. 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 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 .
16. No Legal Advice: Client further agrees and understands that
YCSI and COOPERATION PARTNER will not render any legal advice to
Client during the course of the OTCBB Quotation Exercise.
17. 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 and COOPERATION PARTNER.
18. 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 & COOPERATION
PARTNER.
Agreed to and accepted for Yellowstone Corporate Services Inc.:
Date: August 30, 2002
Signature: /s/ King ▇. ▇▇
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Printed Name: King ▇. ▇▇
Title: President
Agreed to and accepted for Jupiter Capital Korea Co., Ltd.:
Date: August 30, 2002
Signature: /s/ ▇▇▇▇▇-▇▇▇ ▇▇▇
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Printed Name: ▇▇▇▇▇-▇▇▇ ▇▇▇
Title: CEO
