Exhibit 10(b)
Cooperation Agreement between Yellowstone Corporate Services, Inc.
and Jupiter Capital Korea Co. Ltd. entered into in September 2001
with regard to Wink Co. Ltd
COOPERATION AGREEEMENT
This agreement ("Agreement") is made effective by and between
Yellowstone Corporate Services Inc. (hereinafter referred to as
"YCSI") whose principal business address is x/x Xxxx 000, Xxxxxxxx
Centre, 43-59 Queen's Road East, Hong Kong, Jupiter Capital Korea
Co. Ltd.(hereinafter referred to as "JCK") whose principal business
address is Xxxxx 000, Xxxxxxxx B/D, 000 Xxxxxxxx-xxxx, Xxxx-xx,
Xxxxx, 000-000, Xxxxx:
WHEREAS, JCK has established contacts with the following Company
(hereinafter referred to as the "Client"):
COMPANY: Wink Co. Ltd.
ADDRESS: 1F Sungbuk Trizm Xxxx. 00-0
Xxxxxxxx-xxxx, Xxxxxxx-xx Xxxxx,
000-000, Xxxxx
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, both parties hereto agree as follows:
1. Appointment: YCSI & JCK 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, JCK and Client.
2. Duties of YCSI & JCK: YCSI & JCK will jointly and
collectively provide the following services:
a) Prepare 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: JCK shall cause Client 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. Compensation: JCK shall cause Client to pay YCSI's & JCK'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$150,000 (United States Dollars one hundred and fifty
thousand only) plus 842,105 shares of Listing Vehicle's Common
Stock as compensation to YCSI & JCK for the services provided as
stipulated in paragraph 2 of this Agreement. The 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. YCSI
shall be entitled to receive US$10,000 of
cash payment 1 and JCK is entitled to
receive US$20,000 of cash payment 1.
Cash payment 2: Client disburses and YCSI & JCK collect
cash payment of an additional US$40,000
within three business days upon engagement
of Advisors by YCSI & JCK on behalf of
Client for services in connection with its
OTCBB Quotation Exercise. YCSI shall be
entitled to receive US$20,000 of cash
payment 2 and JCK is entitled to receive
US$20,000 of cash payment 2.
Cash payment 3: 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. YCSI shall be entitled to receive
US$60,000 of cash payment 3 and JCK is
entitled to receive US$20,000 of cash
payment 3.
Stock compensation: Listing Vehicle issues all YCSI &
JCK's stock compensation entitlement to
YCSI & JCK in conjunction with Listing
Vehicle's first issue and sale of new
shares of Common Stock to establish a
shareholder base. YCSI shall be entitled
to receive 642,105 shares of Listing
Vehicle's Common Stock and JCK shall be
entitled to receive 200,000 shares of
Listing Vehicle's Common Stock. Stocks
issued to YCSI & JCK shall be fully
registered and free trading.
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. JKC
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 & 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. 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.
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 JCK. 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 & JCK 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 JKC 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 JCK: During the
course of the OTCBB Quotation Exercise, YCSI will introduce
directly or indirectly its business contacts to JKC 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 shall report to YCSI any contact initiated by
Business Contacts with JCK. 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 JCK.
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 Republic of Korea. 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 Republic of Korea.
16. No Legal Advice: Client further agrees and understands that
YCSI and JCK 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 JCK.
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 & JCK.
(Signatures are on the next page)
Signatures
Agreed to and accepted for Yellowstone Corporate Services Inc.:
Date: September 17, 2001
Signature: /s/ King X. Xx
-----------------
Printed Name: King X. Xx
Title: President
Agreed to and accepted for Jupiter Capital Korea Co. Ltd.:
Date: September 19, 2001
Signature: /s/ Xxxxx-Xxx Xxx
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Printed Name: Xxxxx-Xxx Xxx
Title: CEO
