Technical Cooperation Agreement
Exhibit
10.5
Party
A:
Jinzhou Halla Electrical Equipment Co., Ltd (referred to as JHECO)
Party
B:
▇▇▇▇▇▇▇ (Korea) Company Limited (referred to as ▇▇▇▇▇▇▇)
Whereas
the parent company of MEISTER, Mando Machinery Corporation has transferred
its
100% shares in JHECO to Jinzhou Wonder Industrial (Group) Co. Ltd (referred
to
as Wonder), the two parties reached agreements on technical cooperation as
follows:
| 1. |
The
Party A shall continue to employ personnel originally assigned by Party
B
as the managers of R & D department and financial planning department
respectively. The term is five (5) years. However, the extension of
term
of financial planning department manager shall be subject to evaluation
each year by both parties.
|
The
Party
A shall pay Party B USD140,000 as technical allowance. This annual USD140,000
allowance shall be paid monthly.
| 2. |
This
Agreement shall become effective upon the date of execution, but the
payment pursuant to Article 1 shall be calculated based on the duration
starting from May 1st,
2003.
|
| 3. |
Apart
from the technical allowance stipulated in Item 1, the employed personnel
of Party B shall be entitled benefits in accord with which were enjoyed
previously.
|
| 4. |
This
Agreement can be terminated upon consent of both parties. In case one
party breaches this Agreement materially, the other non-breaching party
shall be entitled to terminate this Agreement. Party A shall pay Party
B
all the payables due before termination of this
agreement.
|
| 5. |
The
payment involved in this Agreement shall not include any tax or deduction,
if so, the tax and deduction shall be in Party A’s
account.
|
| 6. |
Wonder
shall provide Party B’s personnel with necessary support to ensure their
full performance in JHECO.
|
| 7. |
This
Agreement has four (4) originals, two (2) for each
party.
|
Party
A:
Jinzhou Halla Electrical Equipment Co. Ltd
/s/
Zhao Qingjie
Party
B:
▇▇▇▇▇▇▇ Corporation
/s/▇▇▇
▇▇ Yoon
1