EX-10 14 ycs_ex10l.txt COOPERATION AGREEMENT 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 : Room 1201 Alexandra House, 16-20 Chater Road, Central, Hong Kong Telephone : (852) 2905-1388 Facsimile : (852) 3105-0030 Representative : King Kwok Yu Position : Director and President Party B : Shanghai Huayao Enterprise Trustee Address : A, No. 3896 Hongmei Road, Shanghai 201103, China Telephone : (8621) 6261-5067 Facsimile : (8621) 6261-4847 Representative : Danlin Xu 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 Kwok Yu Position : Director and President Date : April 27, 2002 Party B : Shanghai Huayao Enterprise Trustee Co., Ltd. Represented by : Danlin Xu Position : Senior Executive Vice President Date : April 30, 2002 Appendix Yellowstone Corporate Services, Inc. ("Yellowstone") Cooperation Program - US listing exercises project management ----------------------------------------------------------------------- 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 ----------------------------------------------------------------------- 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 ----------------------------------------------------------------------- Listing methods offered * Registered Spin-Off by Yellowstone: * Direct Public Offering * Reverse Merger by acquiring a public shell ----------------------------------------------------------------------- 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) ----------------------------------------------------------------------- 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 ----------------------------------------------------------------------- Qualification of Any body incorporated or individual Cooperation Partner : corporate finance professionals -----------------------------------------------------------------------