Exhibit 10(l)
Cooperation Agreement between Yellowstone Corporate Services, Inc.
and Shanghai Huayao Enterprise Trustee Co., Ltd. dated April 27,
2002 (Translated from original in Chinese)
Cooperation Agreement (Translated from original in Chinese)
Party A : Yellowstone Corporate Services, Inc.
Address : Xxxx 0000 Xxxxxxxxx Xxxxx, 00-00 Xxxxxx Xxxx, Xxxxxxx, Xxxx Xxxx
Telephone : (000) 0000-0000 Facsimile : (000) 0000-0000
Representative : King Xxxx Xx Position : Director and President
Party B : Shanghai Huayao Enterprise Trustee
Address : A, Xx. 0000 Xxxxxxx Xxxx, Xxxxxxxx 000000, Xxxxx
Telephone : (8621) 0000-0000 Facsimile : (8621) 6261-4847
Representative : Xxxxxx Xx Position : Senior Executive Vice President
Party A and Party B entered into this Agreement to agree to
cooperate in assisting small-medium size China enterprises attain
listing status in the U.S.
Clause 1 - Objectives
Party A and Party B, on a joint effort basis, shall establish an
office in Shanghai, the People's Republic of China, and shall assist
small-medium size China enterprises with good prospects attain listing
on the Over-The-Counter Bulletin Board in the U.S.
Clause 2 - Responsibilities of Party A
1. Provide explanation and documentation to Party B as the
procedures, arrangements, charges and requirements with regards to
listing on the Over-The-Counter Bulletin Board in the U.S.
2. Provide explanation to questions put forth by Party B's
clients with regards to listing in the U.S.
3. Arrange for preparation of documentation for listing purposes,
and to provide contacts to a network of professionals for the
listing exercise.
Clause 3 - Responsibilities of Party B
1. Become familiarize with the documentation provided by Party A,
understand the process/procedures, and to explain to clients.
2. Actively search for China enterprises suitable for listing on
the Over-The-Counter Bulletin Board in the U.S.
3. Assist clients to prepare business plans and to provide
information to Party A for the listing purpose.
Clause 4 - Appendix
The Appendix, Party A's "Yellowstone Corporate Services, Inc.
("Yellowstone") Cooperation Program - US listing exercises project
management", shall serve as an integral part of this Agreement.
Clause 5 - Expenses
Party A and Party B agree that Party B shall bear all expenses of
the Shanghai office. Party A is responsible for its direct
expenses.
Clause 6 - Sharing of Revenue
Unless otherwise agreed, the ratios for revenue sharing shall be
those as set out in the Appendix. Party A shall be construed as
Yellowstone and Party B shall be construed as the Cooperation
Partner.
Clause 7 - Term of this Agreement
This Agreement shall become effective upon signing by Party A and
Party B, and shall terminate on December 31, 2004. Upon
termination, the term of this Agreement can be extended upon mutual
agreement.
This Agreement shall have two copies with each copy retained by
Party A and Party B, respectively.
Party A : Yellowstone Corporate Services, Inc.
Represented by : King Xxxx Xx Position : Director and President
Date : April 27, 2002
Party B : Shanghai Huayao Enterprise Trustee Co., Ltd.
Represented by : Xxxxxx Xx Position : Senior Executive Vice President
Date : April 30, 0000
Xxxxxxxx
Xxxxxxxxxxx Corporate Services, Inc. ("Yellowstone")
Cooperation Program - US listing exercises project management
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Description of program: * Cooperation Partner sources
client to pursue listing on the US
Over-The-Counter Bulletin Board
* Yellowstone provides technical
support & US network for the listing
exercise
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Contractual arrangements: * Cooperation Partner and
Yellowstone jointly enter into
contract with client for the listing
exercise
* Cooperation Partner and
Yellowstone enter into a Cooperation
Agreement to set out the "fee split"
between them
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Listing methods offered * Registered Spin-Off
by Yellowstone: * Direct Public Offering
* Reverse Merger by acquiring a
public shell
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Summary of financial * Registered Spin-Off
arrangements : O Client pays documentation fees
(US$35,000 - US$50,000), audit fees
(varies) and direct costs (approx.
US$5,000)
O Client engages Cooperation
Partner & Yellowstone as consultants
for a period of 24 months at a
monthly consulting fee of US$6,000
(Cooperation Partner US$2,400;
Yellowstone US$3,600) for both pre
and post listing services
O Client issues stock to
shareholders of Yellowstone
* Direct Public Offering
O Client pays stock and cash of
US$150,000 (Cooperation Partner
US$60,000; Yellowstone US$90,000)
O Client pays audit fees (varies)
and direct costs (approx. US$5,000)
O Yellowstone bears all
documentation fees
O Client raises US$30,000 to
US$80,000 (with no guarantee)
* Reverse Merger by acquiring a
public shell
O Client pays stock and cash of
US$80,000 (Cooperation Partner
US$32,000; Yellowstone US$48,000)
O Client pays US$250,000 to
US$450,000 for the public shell
O Client pays legal (approx.
US$15,000) and audit fees (varies)
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Responsibilities : * Cooperation Partner
O Prepares US style business plan
O Helps client to assemble all
necessary information as requested by
Yellowstone
* Yellowstone
O Arranges for preparation and
filing of all required State and
Federal documents for the listing
exercise
O Provides network in US for the
listing exercise
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Qualification of Any body incorporated or individual
Cooperation Partner : corporate finance professionals
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