EXHIBIT 10 C) REVIEWED 11/13/1998
BINDING LETTER OF INTENT OF A
REPRESENTATIVE AGREEMENT
This Representative Agreement sets forth a proposal from Bridge
Technology, Inc., a Nevada corporation ("BTI"), with a principal office at
0000 Xxxx Xxxxxxxx, Xxxxx Xxx, XX. 92705, USA, Tel: (000) 000-0000, Fax:
(000) 000-0000, to represent EEMB Corporation, with principal offices at
Rm. 3208 Electronic Technology Building, ShenZhen (zipcode 518031),
People's Republic of China, ("EEMB"), Tel: 00-000-0000000, Fax: 86-755-
0000000. BTI and EEMB may hereinafter be referred to as the "Parties."
The terms and conditions of the proposal are described herein below.
Whereas, EEMB desires to sell its products in USA and Europe
markets, and
Whereas, EEMB desires to establish a strategic relationship with
Bridge in order to grow its business as fast as possible, and
Whereas, EEMB and Bridge desire to join their efforts to promote
fast expansion of EEMB business.
Now therefore, in consideration of mutual covenants and promises
herein, the parties hereto agree as follows:
1. Exclusive Representation. EEMB hereby appoints Bridge as the exclusive
representative and grants it the right to exclusively register and use the
name "EEMB USA", register such business name as necessary, set up a Web
site and commence sales and marketing of EEMB products as defined by EEMB
from time to time in Exhibit "A". Revenue forecast: EEMB USA shall use its
best efforts to reach the following revenues: Calendar year 1999 target is
$500,000 in revenues, calendar year 2000 target is $1,000,000 and
calendar year 1991 is $2,000,000. Bridge and EEMB agree to operate EEMB
USA for a period of three years. This Agreement will be automatically
extended for additional three years, unless it is cancelled by either
party by a written notice at least 180 days before the expiration date of
this contract. This Agreement will be automatically cancelled if target
revenues are not achieved as specified. Exclusivity. EEMB shall assure
that EEMB products will not be sold in USA by anyone else except EEMB USA,
and that EEMB USA shall have the exclusive rights to sell EEMB products in
USA, and on a case-by-case basis in European markets.
2. Investment by Bridge. Bridge shall invest the funds necessary to
establish an operating entity using the name "EEMB USA", register such
business name as necessary, set up a Web site and commence sales and
marketing of EEMB products. EEMB USA will provide business plan by
12/8/1998.
3. Investment by EEMB. EEMB shall participate in the funding of this
operation by sharing Trade Show expenses of EEMB USA. During the first
year EEMB has the option to invest in EEMB USA and purchase certain
percentage of EEMB USA to be defined by. Stock Conversion rights: If
during third year of operation of EEMB USA EEMB invests in EEMB USA as
proposed, then EEMB shall have the right to convert their ownership in
EEMB USA to shares of Bridge at the Fair Market Value at the time of
conversion. FMV shall be determined by an independent accounting firm, or
it shall be agreed upon by both EEMB and Bridge.
4. Customer leads and files. EEMB shall provide all prospective USA
customer leads to EEMB USA. EEMB USA shall use its best efforts to develop
EEMB business by selling EEMB products. EEMB and Bridge have the right to
review EEMB USA results to assure proper operation of EEMB USA.
5. Credit facility. EEMB USA shall open a 120-day L/C for any purchase
over $100,000. For direct customers EEMB USA shall arrange for such
customer to issue an L/C directly to EEMB on a case-by-case basis. For
direct sales and shipments to customers such as Radio Shack and other
large customers, the commission paid to EEMB USA will be determined on a
case-by-case basis.
6. Confidentiality. Both parties agree to treat all information obtained
in this representation is confidential and shall not be disclosed to
anyone except their legal or financial consultants.
If this proposal is acceptable, please sign and return a copy of
this BLOI to our office on or before 5:00 p.m. on August 24, 1998.
Very truly yours,
Xxxx Xxxxxx, CEO
Bridge
Xxxxxxx Xxxx, General Manager
EEMB USA
CONFIRMATION AND ACCEPTANCE
I, acting as the President of EEMB China, have read the terms and
conditions contained in this Exclusive Representation Agreement and, on
behalf of EEMB China and Xxxxx Xxxx, I hereby agree to and accept such
terms and conditions on this 24th day of August, 1998.
EEMB, a China Corporation
By: Xxxxx Xxxx, President
_________________
August 24, 1998
