Business Trust Agreement
EXHIBIT
10.1
This
Agreement is made and entered into by and between ECOSS, Inc. (hereinafter
referred to as “A”) and T & T Co., Ltd. (hereinafter referred to as “B”)
under the provisions with respect to a consulting agreement. The parties hereto
hereby agree as follows:
(Purpose
of Agreement)
Article
1. A shall entrust B with consulting services set forth in Article 2 with regard
to A’s own services, and B shall undertake these entrusted
services.
(Purposes
of Consulting Agreement)
Article
2. The Consulting Agreement shall have the following purposes:
1.
Management support consulting; and
2.
Other
matters specially entrusted by A
(Compensation
for Consulting Services and Payment Method)
Article
3. The compensation for consulting services shall be JPY 6 million yen per
year,
and A shall pay JPY 500,000 every month. The actual expenses shall be settled
separately.
(Consumption
Taxes and Payment Method)
Article
4. Consumption taxes pertaining to this Agreement shall be borne by A and shall
be separately paid to B simultaneously upon payment in the preceding article.
Provided, however, that the amounts in Articles 3 and 4 shall be paid to the
following bank account every month.
Sumitomo
Mitsui Banking, Shinbashi Branch, Ordinary Account,
Account
No.: 0000000
Account
Holder’s Name:T&T
Corporation
(Agreement
Period)
Article
5. This Agreement shall be effective for one (1) year between January 1, 2002,
and December 31, 2002, and shall be renewed at least one month before the
expiration of this Agreement by agreeing to any new compensation for consulting
services for the subsequent year and shall be extended an additional one year
by
application in writing.
(Confidentiality)
Article
6. B shall not disclose or divulge to a third party A’s confidential matters
that B has obtained through the execution of this Agreement.
(Exemption
from Responsibility)
Article
7. Notwithstanding the outcome of consulting services offered by B, A shall
not
submit a claim against B for a refund, in part or in whole, of the compensation
paid to B under Articles 3 and 4 to B, except when A has terminated this
Agreement for a reason attributable to B.
(Termination
of Agreement before Maturity)
Article
8. Even during the effective period of this Agreement, this Agreement can be
terminated in the event A or B has provided thirty (30) days prior written
notice or oral notice to the other party.
(Interpretation
of Agreement)
Article
9. Any doubtful point concerning the interpretation of each of the provisions
of
this Agreement or any matter not stipulated in this Agreement shall be settled
after due consultation between A and B.
IN
WITNESS WHEREOF, two (2) copies of this Agreement shall be made, and A and
B
shall, after signing and affixing seals to both copies, each retain one (1)
copy
thereof.
07
/ Jan
/ 2002
President
Chihiro Tsuyuki
Mitomi
Xxxx. Xxxxxxx, 0-00-00 Xxxxx,
Xxxxxxx-xx,
Xxxxx, Xxxxx
President
Masao Tejima
T
&
T
Co., Ltd.
0-0
Xxxxxxxxx, Xxxxxxx-xx, Xxxxx, Xxxxx
