EXHIBIT 10.3 BOEIN CO. LTD. Agreement
This Agreement is made as of the 2nd day of April, 1999 by and between
BOEIN CO. LTD, a Korean corporation organized and existing under the
laws of Korea and having its principal place of business at #1201
Xxxxx Xxxxxxxxx, 0000-00 Xxxxxx-xxxx, Xxxxxx-xx, Xxxxx, Xxxxx
(hereinafter referred to as the "Licensee"), and FINELINE
XXXXXXXXXX.XXX, INC. an Nevada corporation, having its principal place
of business at 0000 Xxxxxx Xxxxxx, Xxxxx 000, Xxxxxxxx, Xxxx 00000
X.X.X. XXX (hereinafter referred to as the "Licensor").
WITNESSETH
WHEREAS, Licensor is the owner and licensor of proprietary rights
(including but not limited to trademark and copyright rights) in and
to the name Y2K and the character names associated therewith,
including combinations and variations thereof (hereinafter referred to
as the 'Names') and in and to the appearance, design, description,
personality, characteristics, likeness, visual representation, and all
other elements of Y2K and all related characters (hereinafter referred
to as the "Characters"), together with the valuable goodwill
associated with the Names and Characters, and
WHEREAS Licensee desires to use the Name and Characters on and in
connection with the sub licensing, manufacture, advertising,
promotion, offering for sale, sale and distribution in Korea and
Licensor is willing to grant Licensee such right to use under the
terms and conditions set forth herein;
NOW THEREFORE, in consideration of the mutual premises, covenants and
conditions herein contained, it is hereby agreed as follows:
ARTICLES
1. Licensor hereby grants to Licensee an exclusive, non-transferable,
non-assignable license, with the right to grant sub-licenses in Korea
only, to use the Names and Characters in Korea in connection with the
right to enter into sub license agreements, manufacture, advertising,
promotion, offering for sale, sale and distribution of the character
Y2K is so stipulated in the Articles set forth herein (hereinafter
referred to as the "Articles"). No license to any other character(s)
is granted hereunder and Licensor reserves for use as it may determine
all rights of every kind other than the rights herein licensed to
Licensee. The Licensee is hereby granted the first right of refusal
for any and all other characters and character groups of the Licensor
which shall be stipulated in separate agreements defining such
characters and the terms, provided that this Agreement is in force and
that the terms and conditions as so stipulated herein are in good
standing.
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TERM
2. The term of the license hereby granted (the "Term') shall be for
the period of three (3) years, with renewal options, subject to the
right of either party to terminate said license at the end of the
initial Term or any subsequent term by ninety (90) days' prior written
notice to the other party, unless the license is sooner terminated in
accordance with the provisions of, this Agreement, for cause. Cause
being described as a material breach of any of the provisions of this
Agreement by either party which is not resolved by the provisions as
so set forth herein under Termination, Injunction, Remedies, Excuse,
Attachment A, Waiver, Modification, Notice, Arbitration.
MARKETING DATE
3. Licensee agrees to commence distribution and sale of each of the
Articles in quantities reasonable in the trade on or before the
relevant Marketing Date set forth in Attachment A and to continue to
market all of the Articles in quantities reasonable to the trade
during the entire Term. Licensor may terminate the license granted
hereunder as to any of the Articles not distributed or sold by
Licensee in quantities reasonable to the trade on or before such
relevant Marketing Date or not continuously so distributed during the
entire Term by giving written notice of such termination, effective on
the date specified therein, to Licensee. Paragraphs 20 through 22
hereunder shall apply to such terminated Articles. As to all remaining
Articles, if any, the license shall continue in full force and effect.
ROYALTY RATE
4. Licensee agrees to pay to Licensor royalties at the rate set forth
in Attachment A hereto. Such royalties shall be paid on all net sales
by Licensee of the Articles and accrue when the Articles are billed
out or shipped whichever occurs earlier. The term "net sales', as
applied to the Articles, means the Licensee's gross invoice selling
price therefore in the form in which they are sold, less credits for
usual trade discounts actually allowed (other than cash discounts) and
returns, without any other deductions of any kind or character
whatsoever. As to all Articles distributed by Licensee though not
billed, such as free introductory offers, samples and the like, or
billed at a special price, such as sales directly or indirectly to
itself or to any other person, firm or corporation related in any
manner (by or through ownership, affiliation, contract or otherwise)
to Licensee, the usual gross invoice selling price to third parties
for the same shall be included in "net sales".
MINIMUM ROYALTIES
5. Licensee, in any event, agrees to pay to Licensor the non-
returnable, non-repayable minimum royalty as set forth in Attachment A
hereto. The minimum royalty for the Term shall be paid on the signing
of this Agreement. This minimum royalty payment shall be treated as a
non-refundable advance against those royalty payments due for the Term
under Paragraph 7 of this Agreement. Royalty payments due under
Paragraph 7 hereof for the Term shall be credited against the minimum
royalty for such Term.
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If the amount of royalties payable to Licensor during any Term based
upon actual sales of the Articles is less than the amount of the
Minimum Royalty for that Term, then Licensee agrees to pay to Licensor
the amount of said difference at the time it is required to pay
Licensor royalties for the final quarter of the of the Term.
6. Promptly within thirty (30) days of the end of each calendar
quarter (calendar quarters end on March 31, June 30, September 30 and
December 31), Licensee shall furnish to Licensor at the address above
given, unless otherwise directed in writing by Licensor complete and
accurate statements, certified to be accurate by Licensee, showing the
number, description and gross invoice selling price of the Articles
distributed and/or sold by Licensee and/or sub-Licensee(s) during the
preceding calendar quarter together with trade discounts and returns
allowed during the preceding calendar quarter. Such statements shall
be furnished to Licensor whether or not any of the Articles have been
distributed and/or sold during the calendar quarters for which such
statement is due. If the Territory includes countries outside of the
United States, the royalty statement shall contain a breakdown by
countries, and all figures and monetary amounts shall first be stated
in the currency in which the pertinent sales were actually made. Next
to each currency amount shall be the equivalent amount stated in
United States dollars and the rate of exchange used in making the
required conversion calculation. Said rate of exchange shall be the
actual rate of exchange obtained by Licensee and/or sub-Licensee(s) on
the date of payment.
ROYALTY PAYMENTS
7. Royalty payments shall be due promptly within thirty (30) days
after the end of each calendar quarter for all sales and/or
distributions made during the preceding calendar quarter, and payments
shall accompany the statements required by Paragraph 6. All royalties
and other payments to Licensor hereunder shall be made in United
States dollars to Licensor at Licensor's above given address in the
United States of America, unless licensee is otherwise advised in
writing by Licensor and Licensee shall pay Licensor interest on
royalties which are not paid when due at the highest legal rate of
interest. Royalties shall first be computed in accordance with the
instructions for preparing statements in paragraph 6 and converted to
dollars at the rate established for purchase of dollars by a licensed
foreign exchange bank in the specific country on the date of
remittance. Income or withholding taxes imposed by the laws of said
country or countries on Licensor with respect to payments of royalty
hereunder shall be borne by Licensor and will be collected by Licensee
on behalf of Licensor for payment to the government of said country or
countries as and when required by the laws of said country or
countries. Licensee will obtain from the tax authority of applicable
countries certificates and other documents relating to such payments
as required by Licensor to obtain credit in the United States of
America for such taxes, and shall promptly forward the same to
Licensor. Receipt or acceptance by Licensor of any of the statements
furnished pursuant to this Agreement or of any royalties paid
hereunder shall not preclude Licensor from questioning the correctness
of such statements and royalties at any time and in the event that any
inconsistencies or mistakes are discovered in such statements or
royalties, they shall immediately be rectified and the appropriate
payment made by Licensee plus interest on overdue amounts at the
highest legal rate of interest.
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BOOKS
8. Licensee a agrees to keep accurate books, of account and records
covering all transactions relating to the license hereby granted at
its address specified above and agrees that Licensor shall have the
right at all reasonable hours of the day, upon five days' prior
notice, to an examination of said books of account and records and of
all other documents and materials in the possession, custody or
control of Licensee with respect to the subject matter and the terms
of this Agreement and shall have free and full access thereto for said
purposes and for the purpose of making extracts therefrom.
INDEMNIFICATION
9. Licensee hereby indemnities and holds Licensor free and harmless of
and from any and all actions, claims, suits, losses, damages costs,
attorney's fees and other expenses, arising out of Licensee's and/or
sub-Licensee(s) manufacture, advertising, promotional offering for
sale, sale or distribution of the Articles, or out of any violation by
Licensee of any provision of this Agreement. Licensee shall be
entitled to participate and/or sub-Licensee(s), at its own expense, in
the defense of any action in this respect brought against Licensor.
Licensee and/or sub-Licensee(s) will obtain, at their own expense,
product liability insurance from a recognized insurance company at
least in the amount of $1,000,000/$2,000,000 USD against any claims,
suits, loss or damage arising out of any defects in the Articles. As
proof of such insurance, a fully paid certificate of insurance naming
Licensor as an insured party will be furnished to Licensor prior to
the sale or distribution of any of the Articles.
Licensor warrants that it owns the Names and Characters, that it has
the right to grant Licensee the rights herein granted, and will hold
Licensee and/or sub-Licensee(s) free and harmless of and from any and
all actions based upon any infringement of the proprietary rights of
any third party and because of Licensee's and/or sub-Licensee(s) use
of the Names and Characters in connection with the manufacture,
advertising, promotion, offering for sale, or distribution of the
Articles except those arising out of any violation by Licensee and/or
sub-Licensee(s) of any. provision of this Agreement, provided Licensee
and/or sub-Licensee(s) shall give Licensor prompt and timely notice
thereof. The defense of any such lawsuit shall be within the sole
control of Licensor, and Licensor shall have the right to choose the
attorneys in such. If the lawsuit names the Licensee and/or sub-
Licensee(s) as a defendant, then Licensee and/or sub-Licensee(s) may
participate in any such lawsuit at its own expense. Licensor shall
have no liability for consequential damages or loss of profits.
Each party agrees to provide the other, at no expense, with all
reasonable assistance requested of it in connection with any such
claims, suits, losses, damages, and costs,
INFRINGEMENTS
10. If Licensee and/or sub-Licensee(s) becomes aware of use by a third
party of the Names and/or Characters, it shall take no action whatever
but shall immediately notify Licensor, which shall then take whatever
action it deems appropriate. If Licensor takes action, Licensee and/or
sub-Licensee(s) agrees to provide Licensor, without expense to
Licensor, with all reasonable assistance requested of it by Licensor
in connection with said action.
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If a claim is made or an action is brought against Licensee and/or
sub-Licensee(s) for its use of the Names and/or/or Characters, it
shall immediately notify Licensor, which shall then have the option to
assume the defense of said claim or action. If Licensor assumes said
defense, Licensee and/or sub-Licensee(s) agrees to provide Licensor,
without expense to Licensor, with all reasonable assistance requested
of it by Licensor in connection with said defense.
PROPRIETARY RIGHTS
11. Licensee and/or sub-Licensee(s) hereby acknowledges Licensor's
proprietary rights in and to. the Names and Characters and recognizes
the .exclusive right of Licensor to (a) grant rights to use of said
Names and Characters and (b) control the use thereof.
BENEFIT
12. Licensee and/or sub-Licensee(s) agrees that every use of the Names
and Characters made by it on or in connection with the manufacture,
advertising, promotion, offering for sale, sale or distribution of any
of the Articles shall inure solely to the benefit of the Licensor.
RESTRICTIONS
13. Licensee and/or sub-Licensee(s) agrees to make no use of the Names
and/or Characters other than as permitted herein under, and both
during and after the term of this Agreement. Licensee and/or sub-
Licensee(s) agrees that it will make no use of names, marks or
configurations which in Licensor's sole judgment are confusingly
similar to the Names and/or Characters. Licensee and/or sub-
Licensee(s) agrees that in using the Names and/or Characters, it will
in no way represent that it has any right, title or interest in or to
the Names and/or Characters or in any application or registration
therefore which may be granted, or in any Names or Character similar
thereto, other than those expressly granted under this agreement.
Licensee and/or sub-Licensee(s) will not register or attempt to
register the Names and/or the Characters either alone or in
combination with any word, name, symbol, device or character, or aid
or abet anyone else in doing so and Licensee and/or sub-Licensee(s)
agrees that any use, application or registration in breach of this
covenant will inure to the benefit of Licensor, and Licensee and/or
sub-Licensee(s) further agrees to assign all rights, title and
interest in and to any such application or registration to Licensor.
QUALITY CONTROL
14. Licensee and/or sub-Licensee(s) agrees that Licensor has the right
to control the standards and quality for each of the Articles.
Licensee and/or sub-Licensee(s) further agrees that the Articles shall
be of such high standards of quality as to be safe, adequate and
suited to their utilization to the best advantage and to the
protection and enhancement of the Names and Characters, that such
Articles will be manufactured, sold and distributed in accordance with
all applicable national, federal, state and local laws and
regulations, and that the policy of sale, distribution and utilization
by Licensee and/or sub-Licensee(s) shall be of high standards and
shall in no manner adversely reflect upon the good name of Licensor or
upon the reputation of the Names and Characters. The quality, artwork
and style of such Articles as well as of any labels cartons,
containers packaging or wrapping materials, shall be subject to the
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prior written approval of Licensor, which may be granted or withheld
in Licensor's sole discretion which shall be reasonably exercised. To
this end, Licensee and/or sub-Licensee(s) shall, before commercially
producing, selling or distributing any of the Articles furnish to the
Licensor, free of cost, for its written approval, preliminary sketches
of all proposed Articles, labels, cartons, containers, packaging and
wrapping materials, followed by a finished art sample of each proposed
Article together with its finished cartons, labels containers,
packaging and wrapping materials. After samples have been approved
pursuant to this paragraph, Licensee and/or sub-Licensee(s) shall not
depart therefrom in any material respect without Licensor's prior
written consent. It is understood and agreed that Licensor shall have
the right-to change, from time to time, the artwork and style of the
Characters, and Licensee and/or sub-Licensee(s) shall conform to such
changes with respect to all Articles manufactured after samples
containing such changes have been delivered to Licensor. From time to
time during the term of this Agreement in order for Licensor to
insure that the standards of quality set forth above are being
maintained, Licensee and/or sub-Licensee(s) upon Licensor's reasonable
request shall furnish to the Licensor, free of cost, current samples
of each Article being manufactured, sold, or distributed by Licensee
and/or sub-Licensee(s) herein under, together with any cartons,
labels, containers, packaging and wrapping materials used in
connection therewith.
Licensor, or its authorized representative, without notice but during
reasonable business hours, may at any time enter upon the premises of
Licensee and/or sub-Licensee(s) where any of the Articles are
manufactured, stored or distributed, for purposes of ensuring
Licensee's and/or sub-Licensee(s) observance of standards of quality.
ADVERTISING AND PROMOTION
15. All advertising and promotional materials including but not
limited to catalog sheets, trade, and consumer print and video
advertising, flyers, and point of purchase displays, and the like,
relating to the Articles shall be submitted to the Licensor for its
prior written approval.
ARTWORK
16. For guidance of Licensee and/or sub-Licensee(s) in preparing
preliminary art work, attached hereto are specimens of representative
depiction's of the Characters. It is understood that all final artwork
is subject to Licensor's prior written approval in accordance with
Paragraph 14 hereof. All depiction's of the Characters, even though
prepared by or for Licensee and/or sub-Licensee(s) , remain the sole
property of Licensor and may be used for any such purposes as Licensor
desires.
LEGEND
17. Unless approved in other form by Licensor the following legend
shall appear on all Articles, cartons, labels, containers, signs,
packaging, wrapping, advertising and promotional materials or the like
which bear the Names and/or Characters:
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Y2K and related characters are
trademarks of FineLine Xxxxxxxxxx.xxx, Inc.
Whenever the Names appears on such Articles, cartons, labels,
containers, signs, packaging, wrapping, advertising and promotional
materials or the like, each of the Names shall be followed by a TM
symbol.
In addition, whenever the Characters appear on such Articles, cartons,
labels, containers, signs, packaging, wrapping, advertising and
promotional materials or the like, the following copyright right
notice shall appear thereon in conjunction with the Characters:
C1999 FineLine Xxxxxxxxxx.xxx, Inc.
ADDITIONAL. SPECIFIC UNDERTAKINGS
18. Licensee and/or sub-Licensee(s) also agrees that:
(a) It will not attack the title of Licensor in and to the Names
and/or Characters or any proprietary rights of Licensor pertaining
thereto, nor will it attack the validity of the Names and Characters
and of the license granted hereunder
(b) It will not harm, misuse or bring into disrepute the Names
and Characters.
(c) It will not create any expenses chargeable to Licensor or
obligate Licensor in any way without the prior written approval of
Licensor.
(d) It will enter into no other agreement affecting either
directly or indirectly the Names and/or Characters without the prior
written approval of Licensor.
(e) It will not use the Articles for combination sales, for
example, premiums, giveaways and the like, without the prior written
consent of Licensor.
TERMINATION
19. (a) Even though Licensee and/or sub-Licensee(s) may commence
distribution and sale of any Article or Articles in quantities
reasonable to the trade on or before the relevant marketing date set
forth in Attachment A, but subsequent to such Marketing Date fails to
continue distribution and sale of such Article or Articles in
quantities reasonable in the trade during any three month period,
Licensor may then terminate the license granted hereunder as to any
Articles or all Articles by giving written notice of such termination,
effective on the date specified therein, which shall be effective
immediately, to Licensee and/or sub-Licensee(s). As to all remaining
articles, if any, the license shall continue in full force and effect.
(b) If Licensee and/or sub-Licensee(s) files a petition in
bankruptcy or is adjudged bankrupt or if a petition in bankruptcy is
filed against Licensee and/or sub-Licensee(s) , or if it becomes
insolvent, or makes. an assignment for the benefit of its creditors or
an arrangement pursuant to any bankruptcy law, or if Licensee and/or
sub-Licensee(s) discontinues its business or a receiver is appointed
for it or its business, the license hereby granted shall automatically
terminate forthwith without notice with respect to the Licensee and/or
sub-Licensee(s) so affected and fitting said clause.
(c) If, either directly or indirectly, Licensee and/or sub-
Licensee(s) , in whole or in part, or the business of Licensee and/or
sub-Licensee(s), in whole or in part, is expropriated, confiscated or
nationalized, the license hereby granted shall automatically terminate
immediately without notice so affected and fitting said clause.
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(d) If Licensee and/or sub-Licensee(s), in Licensor's sole
judgment which shall be reasonably exercised, fails to maintain the
Standards of quality for the Articles set forth herein Licensor shall
have the right to terminate the license in whole or in part upon
thirty (30) days' notice in writing.
(e) If Licensee and/or sub-Licensee(s) shall violate any of
its other obligations under the terms of this agreement, Licensor
shall have the right to terminate the license in whole or in part upon
thirty (30) days' notice in writing.
EFFECT OF TERMINATION
20. In the event of the expiration or sooner termination of this
Agreement, all rights acquired by Licensee and/or sub-Licensee(s)
hereunder shall automatically, without the need for any further act or
deed, vest in Licensor, but such expiration or termination shall not
terminate any obligation of Licensee and/or sub-Licensee(s) under this
Agreement. Upon any such expiration or termination, Licensee and/or
sub-Licensee(s) agrees, except as expressly provided in Paragraph 22,
to immediately discontinue any and all use of the Names and
Characters.
INVENTORY
21. Within thirty (30) days after the expiration or sooner termination
of this Agreement, a report showing the number and description of the
Articles on hand or in process at the time of expiration or
termination shall be furnished by Licensee and/or sub-Licensee(s) to
Licensor. Failure to supply this report or to allow Licensor to verify
same shall result in a forfeiture of the rights granted under
Paragraph 22.
DISPOSAL OF MERCHANDISE
22. After expiration or termination of the License, Licensee and/or
sub-Licensee(s) may dispose of the Articles covered by this Agreement
which were on hand or in process at the time of expiration or
termination for a period of sixty (60) days after said expiration or
termination, provided that with respect to that period royalties are
paid and statements are furnished in accordance with the terms of this
Agreement. However, in the event of termination under the provisions
of Paragraph 19(d) of this Agreement, Licensee and/or sub-Licensee(s)
shall have no rights of disposal and shall be obligated to destroy all
such merchandise.
INJUNCTION
23. Licensee and/or sub-Licensee(s) agrees that Licensor shall, in
addition to all legal and other equitable remedies, have the right of
injunction for any breach of this Agreement by Licensee and/or sub-
Licensee(s).
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REMEDIES
24. Resort to any remedies referred to herein shall not be construed
as a waiver of any other rights or remedies to which the Licensor is
entitled under this Agreement or otherwise.
EXCUSE
25. Obligations of Licensee and/or sub-Licensee(s) herein under shall
be suspended in the event that Government regulations or other causes
completely beyond the control of Licensee and/or sub-Licensee(s)
render continuing performance impossible. In such event all royalties
due on sales theretofore made shall become immediately due and
payable. In no event shall minimum royalties be repayable.
The obligations of Licensee and/or sub-Licensee(s) hereunder shall
only be suspended for that period during which performance is
impossible. Once the causes which render performance impossible have
been removed, Licensee's and/or sub-Licensee(s) obligation shall be in
full force and effect. However, no period or periods of suspension
shall in any way extend the term of this Agreement beyond the actual
expiration date set forth in Attachment A.
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ATTACHMENT A
26. Attachment A in its entirety is incorporated by reference in this
Agreement and forms an integral part thereof.
WAIVER, MODIFICATION, ETC.
27. This Agreement constitutes the entire Agreement between the
parties and no waiver or modification of any term or condition shall
be effective unless executed in writing by Licensor and Licensee.
RELATIONSHIP
28. This Agreement does not constitute and shall not be construed as
constituting an agency, partnership, or joint venture between Licensor
and Licensee and/or sub-Licensee(s).
NOTICE
29. All notices hereunder, including but not limited-to notices of
termination, shall be given in writing by registered mail, certified
mail, or any documented carrier, addressed by either party to the
other at their respective addresses above given or at such other
address as previously designated in writing by the other party. The
post office registry receipt or executed carrier waybill for any such
notice shall be deemed to be prima facie evidence of the date of
giving thereof. Licensee and/or sub-Licensee(s) shall also give all
copies of all notices and statements to the Licensor.
ARBITRATION
30. All disputes controversies or differences which may arise between
the parties hereto, out of or in relation to or in connection with
this Agreement, or for the breach thereof, shall be finally settled by
arbitration pursuant to international trade and arbitration agreements
and treaties by which each party is bound.
ASSIGN ABILITY
31. This Agreement shall bind and inure to the benefit of Licensor,
its successors and assigns and may be assigned or transferred by the
Licensor without the consent of the Licensee and/or sub-Licensee(s).
However, Licensee and/or sub-Licensee(s) may not transfer or assign
this Agreement without the prior written consent of Licensor which
Licensor, in its sole discretion, may withhold.
32. The English text of this Agreement shall be binding upon both
parties. This Agreement shall be deemed a contract made and to be
performed under, and shall be governed by and construed in accordance
with the laws of the state of Nevada, U.S.A., and the effect to be
given to any breach hereof shall be determined in accordance with such
laws.
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HEADINGS
33. Paragraph headings used in this Agreement serve for convenience of
reference only and shall not affect the construction of the
provisions.
IN WITNESS WHEREOF the parties have executed this Agreement as of the
dates set forth below:
Place: Ohio
Date: 4/2/99
FineLine Xxxxxxxxxx.xxx, Inc.
By: Xxxxxx Xxxxx
--------------------------------
Xx. Xxxxxx Xxxxx
Title: President
Place: Korea
Date: 4/2/99
Boein Co. Ltd.
By: Hyunwan Xxx
------------------------------------
Mr. Hyunwan (Xxxxx) Xxx
Title: Managing Director
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ATTACHMENT A
ARTICLES:
All merchandise types
TERRITORY: Korea
TERM: The executed date of the Licensing Agreement, 1999 for three
(3) years hence with the option to renew at mutual option.
GUARANTEE: The minimum guarantee revenue hereto agreed is $50,000.00
USD (Fifty Thousand U.S. Dollars) for the first year, payable on the
anniversary date of the executed Agreement. $70,000.00 USD (Seventy
Thousand U.S. Dollars) for the second year, payable on the second
anniversary date of the executed Agreement and $100,000.00 USD (One
Hundred Thousand Dollars) for the third year, payable on the third
anniversary date of the executed Agreement.
MARKETING DATE: The executed date of the Licensing Agreement.
ROYALTY RATE: 3% (three percent) of wholesale selling price
NON REFUNDABLE ADVANCE AGAINST ROYALTIES: $10,000.00 USD (Ten Thousand
Dollars) which shall be deducted from the minimum guarantee payment
for the first year of this Agreement on the anniversary date. The
Advance is calculated at the rate of fifteen percent (15%) against the
first year guaranteed minimum royalty payment.
IN WITNESS WHEREOF the parties have executed this Agreement as of the
dates set forth below:
Place: Ohio
Date: 4/2/99
FineLine Xxxxxxxxxx.xxx, Inc.
By: s/s Xxxxxx Xxxxx
--------------------------------
Xx. Xxxxxx Xxxxx
Title: President
Place: Korea
Date: 4/2/99
Boein Co. Ltd.
By: Hyunwan Xxx
----------------------------------
Mr. Hyunwan (Xxxxx) Xxx
Title: Managing Director
