BUSINESS PLAN AGREEMENT
THIS BUSINESS PLAN AGREEMENT ("AGREEMENT") IS DATED FOR REFERENCE THIS 1ST DAY
OF FEBRUARY 2003
BETWEEN: XX. XXX XXXXX JO of 108-601 Ssangyong Apt.
Xxxxxx 0 xx, 0-xxxx, Xxxxxxxx-xx, Xxxxx, Xxxxx ("JO")
AND: MERIDIAN CO., LTD., of 0X, Xxxxxxxxxx Xxxx., 000-0,
Xxxxxxxxx-xxxx, Xxxxxx-xx Xxxxx, Xxxxxxxx of Korea
("MERIDIAN")
BACKGROUND FACTS:
A. JO has extensive experience in the corporate document preparation and
marketing research.
B. MERIDIAN seeks to benefit from JO's expertise by retaining JO to prepare a
Business Plan, Marketing Plan and Company Information Materials.
IN CONSIDERATION OF THE COVENANTS AND AGREEMENTS HEREIN CONTAINED, AND OTHER
GOOD AND VALUABLE CONSIDERATION, THE RECEIPT AND SUFFICIENCY OF WHICH ARE HEREBY
ACKNOWLEDGED BY THE PARTIES, THE PARTIES HEREBY AGREE AS FOLLOWS:
1. SERVICES
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a. JO shall make best efforts to provide business planning services for
MERIDIAN. JO will:
b. Develop a Business Plan and Marketing Plan according to the concepts
and information provided by MERIDIAN.
c. Conduct marketing research in Korea, North America, Europe, Asia
d. Provide one Draft Versions for review by MERIDIAN
e. Incorporate the revisions of the draft review into the final plans
f. Provide complete versions of Business Plan, Marketing Plan, Corporate
Information Materials.
2. CONSIDERATION
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3.1 In consideration for the Services, MERIDIAN shall pay JO $ 78,500 US or
461,765 of the MERIDIAN's common shares ($0.17 US per share).
3.2 All expenses and costs are included.
3. TERM
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JO will prepare a business plan and present the first draft version to
MERIDIAN within two months from the date first written above.
4. CONFIDENTIALITY
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4.1 All reports, documents, concepts and products together with any business
contracts or any business opportunities prepared, produced, developed or
acquired by JO, directly or indirectly, in connection with JO performing
the Services (collectively, the "Work Product") will belong exclusively to
MERIDIAN which will be entitled to all rights, interest, profits or
benefits in respect thereof.
4.2 No copies, summaries or other reproductions of any Work Product shall be
made by JO without the express permission of MERIDIAN, provided that JO is
given permission to maintain one copy of the Work Product for its own use.
4.3 JO will not disclose any information, documents or Work Product which is
developed by JO or to which XX xxx have access by virtue of its performance
of the Services to any person not expressly authorized by MERIDIAN for that
purpose. JO will comply with such directions as MERIDIAN may make to ensure
the safeguarding or confidentiality of all such information, documents and
Work Product.
4.4 XX xxx not disseminate nor distribute to the media, members of the public,
shareholders of MERIDIAN, prospective investors, members of the investment
or brokerage community, securities regulators or any other third party any
of the Work Product or any other written or printed information about
MERIDIAN or its business, without MERIDIAN first reviewing and approving
the Work Product or other information prior to dissemination or
distribution.
5. LAW
---
5.1 This agreement shall be governed by and construed in accordance with the
laws of the Republic of Korea and the parties hereby irrevocably attorn to
the courts of such country.
IN WITNESS THEREOF, the parties above have caused this Agreement to be duly
executed, as of the day and year set out below.
By: /s/ HYE KYUNG JO Date: February, 01, 2003
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MERIDIAN CO., LTD.,
By: /s/ Xxxxx Xxxxx Xxxxxx, Date: February, 01, 2003
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Xxxxx Xxxxx Myeong, CEO/President
