COMPLIANCE AGREEMENT
THIS COMPLIANCE AGREEMENT is made effective this 15th day of January, 2003 by
and;
BETWEEN:
MR. SEOK WOO LEE OF 1049-109 SADANG 1 DONG DONGJAK-GU SEOUL, KOREA
(HEREINAFTER REFERRED TO AS "CONSULTANT")
AND:
MERIDIAN CO., LTD., OF 4F, HEUNGSEONG BLDG., 197-3, JAMSILBON-DONG,
SONGPA-GU SEOUL, REPUBLIC OF KOREA (HEREINAFTER REFERRED TO AS "MERIDIAN")
WHEREAS:
A. MERIDIAN is engaged in the research, development, manufacturing and sales
of medical devices mainly for the Oriental and Natural/Alternative
Medicine;
B. CONSULTANT is an investment consulting firm providing professional
corporate securities services in the North America market; and
C. MERIDIAN considers it to be in its best interest to engage CONSULTANT to
receive regulatory services to it on the terms and subject to the
conditions hereinafter set forth.
NOW THEREFORE THIS AGREEMENT WITNESS THAT THE PARTIES MUTUALLY AGREE AS FOLLOWS:
1. ENGAGEMENT
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1.1 Subject to the terms and conditions hereof, MERIDIAN hereby engages
CONSULTANT to receive the regulatory services set out in Section 2.1 hereof
(the "Services").
1.2 CONSULTANT's obligation to perform the Services shall commence following
the completion of the list of the Services, and will continue from the
Effective Date until terminated in accordance with Article 4 hereof (the
"Term").
2. SERVICES
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2.1 CONSULTANT shall perform the Services so as to comply with all applicable
securities legislation, the rules and policies of the SEC and NASDAQ OTC
and all of the applicable law and regulation. The Services would include:
a. Prepare and file Quarterly report to SEC
b. Prepare and file Annual report to SEC
c. All other necessary financial and non-financial reports SEC and NASD
d. Prepare the necessary information documents or packages requested by
MERIDIAN
3. CONSIDERATION
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3.1 In consideration for the Services, MERIDIAN shall pay CONSULTANT the
minimum monthly retainer of $10,000 US or number of the MERIDIAN's common
shares equivalent to the value of $10,000 US ($0.17 US per share) invoiced
in advance each month.
3.2 All expenses and costs other than regular monthly service fee shall be paid
by cash or number of the MERIDIAN's common shares equivalent to the total
amount.
4. TERMINATION AND RENEWAL
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4.1 This agreement may be terminated by MERIDIAN upon the occurrence of any
default by CONSULTANT by giving written notice to CONSULTANT by giving
written notice to CONSULTANT specifying the nature of the default. A
default will be defined as the occurrence of any one ore more of the
following:
a. CONSULTANT fails to perform any of the Services in the manner or
within the time required herein or commits or permits a breach of or
default in any of CONSULTANT's covenants, duties or obligations
hereunder; or
b. MERIDIAN acting reasonably determines that CONSULTANT or any of its
principals, directors, officers, agents or employees has acted, is
acting or is likely to act in a manner detrimental to MERIDIAN or has
violated the confidentiality of any information as provided for in
this agreement.
4.2 Upon termination of this agreement for any reason, CONSULTANT will deliver
to MERIDIAN all documents pertaining to MERIDIAN or its business, including
but not limited to all correspondence, reports, contracts, data bases
related to MERIDIAN and anything included in the definition of "Work
Product" set out in Section 5.1 hereof.
4.3 This agreement may be renewed for consecutive one year terms, on an annual
basis, as agreed to by both parties at the end of the Term.
5. CONFIDENTIALITY
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5.1 All reports, documents, concepts and products together with any business
contracts or any business opportunities prepared, produced, developed or
acquired by CONSULTANT, directly or indirectly, in connection with
CONSULTANT 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.
5.2 No copies, summaries or other reproductions of any Work Product shall be
made by CONSULTANT without the express permission of MERIDIAN, provided
that CONSULTANT is given permission to maintain one copy of the Work
Product for its own use.
5.3 CONSULTANT will not disclose any information, documents or Work Product
which is developed by CONSULTANT or to which CONSULTANT may have access by
virtue of its performance of the Services to any person not expressly
authorized by MERIDIAN for that purpose. CONSULTANT will comply with such
directions as MERIDIAN may make to ensure the safeguarding or
confidentiality of all such information, documents and Work Product.
5.4 CONSULTANT may 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.
6. LAW
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6.1 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.
SEOK WOO LEE
By: /s/ Seok Woo Lee Date: January, 15, 2003
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MERIDIAN CO., LTD.,
By: /s/ Hyeon Seong Myeong Date: January, 15, 2003
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Hyeon Seong Myeong, CEO/President