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EXHIBIT 10.6
GLOBAL STRATEGIC ALLIANCE
Composite Solutions, Inc., a Florida corporation located at 3655 Nobel Drive,
Suite 440, San Diego, CA 92122-1005, USA (hereinafter to be called "CSI") and
the Prime Group, a group of related companies under the name Prime Group,
located at 546-4 Guui-dong, Kwangjin-Gu, Seoul, Korea (hereinafter to be called
"Prime") hereby state their intent to form a Global Strategic Alliance wherein
each will act to enhance the future of the alliance.
SECTION 1. STRATEGIC ALLIANCE
It is understood that the items detailed henceforth are with the intent of
developing an equity alliance and adding long-term value to CSI and Prime.
CSI and Prime recognize each other as equal Strategic Alliance Partners.
CSI key personnel have, from a long-term collaboration with the Charles Lee
Powell Structural Research Laboratories at University of California, San Diego,
special expertise in carbon composite materials and their application to various
fields, including civil engineering and construction.
Prime has expertise in construction and construction engineering in the Asian
Region. It is the intent of Prime to promote and utilize CSI's technology in
Asian operations. To facilitate this objective, Prime shall invest certain sums
of money according to the schedule set forth in Section 2. In order to establish
a Strategic Alliance with Prime, CSI shall invite Prime to be a Strategic
Alliance Partner in charge of the Asian Region, and as such Prime shall have the
sole rights and responsibilities to plan Asian strategies and execute the Asian
plan to enhance the long-term value of the alliance partnership. Accordingly,
Prime shall establish an operating entity (entities) for each country's
operation in the Asian Region. Also, in the spirit of a Strategic Alliance, CSI
shall consult with Prime before making major decisions such has choosing other
Strategic Alliance Partners or taking large orders.
SECTION 2. INVESTMENT FROM PRIME
1. Prime Investments: Prime will invest $2,000,000 into CSI in exchange
for shares of CSI common stock (OTC BB:KIPS).
The schedule for this investment is as follows:
(i) To be delivered at a minimum of $250,000 every three months.
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(ii) First installment due by December 12, 2000; second due by
Feb. 28, 2000 and remaining every three months.
2. Stock Purchase Price and related conditions:
(i) The initial $1,000,000 will be invested within one year
(October 31, 2001) at a stock price of $0.40 (2,500,000) shares.
(ii) The second $1,000,000 will be invested within the second year
(October 31, 2002) at a stock price of $0.60 (1,666,667 shares).
(iii) If Prime invests the entire $2,000,000 by May 31, 2001, the
$0.40 stock price will apply to the total investment (5,000,000
shares).
(iv) A separate subscription agreement, for each stock sale, will be
completed in accordance with all SEC regulations. Said stock will
be restricted to CSI common stock.
3. Option: Prime will have the option to purchase an additional 1,000,000
shares between October 31, 2001, and October 31, 2003. The general
conditions for this option are as follows:
(i) The share price will represent a 35% discount from the fair
market value (average of five days' bid price) of the shares.
(ii) A subscription and stock option agreement for this transaction
will be completed in accordance with all SEC regulations. The
subject stock will be restricted CSI common stock.
SECTION 3. ESTABLISHMENT OF A KOREAN OPERATIONAL ENTITY (CSPK)
1. New Company: Prime will incorporate a company, CS-Prime Korea Inc.,
which will utilize and promulgate CSI's technology in Korea. The new
company (hereinafter to be called "CSPK") shall be engaged in promoting
the technology, manufacturing the necessary parts, conducting
engineering services, and marketing the technology to be incorporated
in major construction projects in Korea, etc.
SECTION 4. CSI EQUITY POSITION IN CSPK
1. CSPK: 15% of CSPK stock will be provided to CSI at a face value or at
a slight premium.
2. Other Entities: CSI Equity positions in other operating entities in the
Asian Region will be negotiated with Prime.
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SECTION 5. SHARED PROJECTS
1. CSI Recurring Revenue Stream: It is understood that as Strategic
Alliance Partners, there is a mutual interest in providing a recurring
revenue stream to CSI via Asian projects. Such a recurring revenue
stream is intended to add value to CSI and its stock price. Also, as a
major investor to CSI, it is in Prime's interest to enhance the value
of CSI itself. As such, CSI shall be invited, as a leading member of
the consortium, to participate in all major projects in the Asian
Region whenever CSI's technology is involved.
2. CSI Interests in Korea: For Korean projects, CSI's interest shall be
fully reflected in the form of a "joint venture" since CSI will own
substantial equity stocks in the "joint venture" company to be
established (CSPK).
SECTION 6. BILLING
1. Billing: CSI will bill CSPK or other Asian Project customers for
deliverables, i.e. engineering services, materials, training, etc. (CSI
will work to internalize these services and products into CSPK by
training and by franchising the material manufacturing). CSI will
negotiate with Prime to obtain a level of profit sharing or equity
within these manufacturing entities.
SECTION 7. TRAINING
1. Training: Prime will send a few (less than ten) engineers to be trained
at CSI. CSI will facilitate the education of these engineers for the
transfer of technology and, if necessary, for cost efficient
manufacturing of materials and parts. CSI will not bill Prime for CSI
personnel time for these services.
SECTION 8. CORPORATE GOVERNANCE
1. CSI's Board of Directors: CSI will recommend to the CSI Board of
Directors the nomination of one board seat to represent Prime. The
nominee will be selected by Prime. Acceptance of the board seat is
subject to a majority vote of the CSI Board of Directors and/or the CSI
shareholders. The above nomination will be conducted subsequent to
Prime's completion of the first installment of $250,000. Another
nomination for a second board seat to represent Prime will be made when
Prime reaches the $1.5 million investment level. Again, Prime will
select the nominees and acceptance of same is subject to a majority
vote of the CSI Board of Directors and/or the CSI shareholders.
2. Compensation of Executives: The current CSI management is committed to
hold the line on executive compensation until CSI achieves a better
profit profile.
3. Communication: The CSI Board of Directors will, via the Prime board
representative, communicate Board discussions concerning the issuance
of new stocks, change in
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management, sale of operations, mergers, buyouts, or the addition of
new business entities.
SECTION 9. LEGAL DEFINITIONS AND CONDITIONS
This document indicates the intent of the parties involved. Definitions of
terms (such as "Strategic Alliance Partner" and "Asian Region") and
supplemental legal descriptions and conditions will be subsequently
supplied by the parties involved in a separate document. Any final
agreement is subject to formal documentation where necessary.
To witness the above agreements, the undersigned put their names and signatures
as follows:
/s/ J. J. BAEK /s/ G. A. HEGEMIER
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J.J. Baek Date December 8, 2000 Dr. G.A. Hegemier Date December 8, 2000
President Chairman
Prime Venture Capital Corp. Composite Solutions, Inc.
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