Exhibit 10(j)
Letter of Agreement between Yellowstone (Hong Kong) Limited and
Westpark Capital, Inc. dated March 21, 2002 with regard to
referral fees for referring of business by Yellowstone (Hong Kong)
Limited
WESTPARK CAPITAL, INC.
INVESTMENT BANKING
Member ▇▇▇▇/▇▇▇▇
▇▇▇▇▇ ▇▇, ▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇ (▇▇▇▇ ▇▇▇▇) Limited / WestPark (Hong Kong) Limited
▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇-▇▇ ▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇
Hong Kong
Attention: ▇▇. ▇▇▇▇ ▇▇▇▇ ▇▇
Dear ▇▇▇▇:
This is to confirm our understanding whereby WestPark Hong Kong
Limited (a subsidiary to be incorporated by Yellowstone (Hong Kong)
Limited in Hong Kong and hereinafter referred to as ("the Company")
will receive a Finder's Fee for the purposes of finding suitable
company clients for both private and public funding, identifying
and securing sources of institutional, private equity and venture
capital on behalf of WestPark Capital, Inc.
The Finders Fee on all completed public equity transactions
introduced by the Company will be .75% to 1% of the gross proceeds
raised in such transactions completed by Westpark Capital, Inc. and
5% of the Underwriter warrants received by WestPark Capital, Inc.
For the placement of all-private placements and venture capital
introduced by the Company, WestPark Capital, Inc. will share its selling
concession with the Company. The split will be determined on a case-by-
case basis, but in no case will the Company receive less than 50% of the
selling concession of the amount it places. On public offerings the
Company will get the standard selling concession.
The finder's fee on retail private placements introduced to WestPark
Capital, Inc. by the Company will be 20% of the net fee's received by
WestPark Capital, Inc. and 10% of any warrants received by WestPark
Capital, Inc.
Finder's fees on institutional private placements introduced to WestPark
Capital, Inc. by the Company will be 15% of the net fee's received by
WestPark Capital, Inc. and 10% of any warrants received by WestPark
Capital, Inc.
Finder's fees for consulting engagements introduced to WestPark Capital,
Inc. by the Company will be 20% of the net fees and 10% of any warrants
received by WestPark Capital, Inc.
The finders fee on Merger & Acquisition deals introduced by the Company
will be 15% of the net fees received by WestPark Capital, Inc. and 10%
of any warrants received by WestPark Capital, Inc.
Should there be any disagreement between Yellowstone Hong Kong, the
Company and WestPark Capital, Inc. regarding the interpretation of the
provisions of this letter, Yellowstone Hong Kong, the Company and
WestPark Capital, Inc. agree to binding arbitration under California law
to resolve such dispute.
All finders fee payable to Yellowstone Hong Kong shall be settled by
wire transfer within twenty-one (21) days after successful closing of
the transactions referred.
Please indicate your agreement to this letter by signing in the space
indicated and returning one copy to WestPark Capital, Inc.
Sincerely,
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
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▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Chief Executive Officer
ACCEPTED AND AGREED THIS 21st DAY OF MARCH 2002.
/s/ King ▇▇▇▇ ▇▇
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By: ▇▇. ▇▇▇▇ ▇▇▇▇ ▇▇
Yellowstone (Hong Kong) Limited