Joint Venture Agreement, Dated November 16, 2000

JOINTVENTURE AGREEMENT


This Agreement is entered into on this 16th day of November 2000


BY AND BETWEEN


(1) Medi-Hut Co., Inc., a corporation organized and existing under the laws of the United States of Amercia with its registered office at 1935 Swarthmore Avenue, Lakewood, NJ 08701, U.S.A.(hereinafter referred to as "Medi-Hut")


AND


(2) Coa International Ind., Inc.,. a corporation organized and existing under the laws of the Republic of Korea with its registered office at 6th Floor Sam Won Bldg., 210-1 Nonhyun-Dong Kangnam-Ku, Seoul, Korea (hereinafter referred to as "Coa"


WITNESSETH


Whereas, Coa is engaged in the business of Exporting and Manufacturing of Medical Disposable Products including Disposable Syringes by a subcontract in Korea.


Whereas, Medi-Hut is engaged in the business of Development and Sale of Safety Syringes in U.S.A; and


Whereas the Parties agree to set up a Joint Venture Company ("the Company") in Korea on the terms and conditions set out hereunder.


Now therefore, in consideration of the mutual promises contained herein, the parties agree as follows:


Article 1. ORGANIZATION OF JOINT VENTURE COMPANY


1.1 Subject to the terms and conditions set forth in this Agreement, Medi-Hut and Coa shall cause the Joint Venture Company (hereinafter referred to as the "Company") to be established as a business corporation under the laws of Korea by the target date of 30 November 2000.


1-2 The Company shall (a) be called "Medi-Hut International (Mfg.) Co., Ltd." (b) have its principal office and factory in Korea.


1-3 The business purposes of the Company shall be to engage in manufacture and sale of and any and all business activities incidental to the foregoing objectives.


1-4 The fiscal year of the Company shall first day of January and end on December of each year; provided, however, that the first fiscal year of the Company shall be from the date of its incorporation until December 31 of the same year.


Article 2. CAPITAL CONTRIBUTION AND SHARES


2-1 The total amount of capital contribution which shall be made to the Company by the parties shall be as follows;


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MEDI-HUT: U$1,000,000.00
COA : U$400,000.00 The Company shall grant 10% of share of stock of the Company to Inben Brothers Company, a corporation organized and existing under the laws of the United States of America (hereinafter referred to as the "INBEN") who has been and will act as coordinator-negotiator and agent for both parties.


The number of share of stock of the Company to be issued to each party, and the ratio of the equity interest in the Company of each party shall be as follows:


MEDI-HUT : 44,000 shares 44%
COA : 46,000 shares 46%
INBEN : 10,000 shares 10%


At the time of incorporation the parties shall contribute the initial capital of U$1,400,000.00, according to the ratio as prescribed in this provision.


At the time of incorporation each party has the right to nominate their representative(s) who has and hold the share of stock of the Company in proportion to their respective shareholding ration in the Company.


2-2 At the time of incorporation, the total number of shares set forth in article 2-1 shall be fully subscribed for by Medi-Hut and Coa, respectively and the total investment amount under Article 2.1 shall be paid by the parties hereto in Korean Won or U.S. Dollars and in cash to Korean Bank which will be appointed for the account of the Company.


2-3 Medi-Hut and Coa, as shareholders of the Company, shall have preemptive rights to subscribe to any additional shares, options, warrants or debentures convertible into such shares as the Company may issue after its incorporation, in proportion to their then current respective shareholding ration in the Company.


2-4 The Company shall lend the necessary funds of approximately U.S.$1,461,100 or more or less to cover the lack of amount between initial capital and total investment amount of the new manufacturing facility.


Article 3. TRANSFER OF SHARES


3-1 Except as otherwise provided in this Agreement, neither Medi-Hut nor Coa shall at any time sell, transfer, mortgage, pledge, or otherwise encumber or dispose of any of the shares of the Company held by it, without prior written consent of the other party hereto.


3-2 If any party desires to sell, transfer or otherwise dispose of any of its shares in the Company (the "Offeror"), the Offeror shall first offer in writing to sell such shares to the other party (the "Offeree"). Such offer shall state the suggested purchase price per share and the Offeree shall have the right to accept or refuse the offer with the thirty (30) day period commencing on the date of receipt of such offer.


3-3 If the Offeree gives the Offeror written notice within the above period of its desire to purchase the shares so offered, such shares shall be divided among the Offeree in proportion to their shareholdings.


2


3-4 If, after an offer has been made pursuant to Article 3.2, the Offeree refuses or fails to accept such offer, the Offeror may sell, transfer or otherwise dispose of the shares so offered to any third party, provided, however, that the terms and conditions of the offer shall not be more favorable than those offered to the Offeree.


3-5 The third party shall submit to the other party of this Agreement and to the Company a written oath stating that the third party agrees to be governed by all of the terms and provisions of this Agreement and to be fully bound by the terms thereof, assuming all obligations of the party from which it has purchased the shares.


3-6 Any of shares of the Company held by Inben shall be prohibited to sell, transfer, mortgage or pledge without prior written consent of all parties.


3-7 Any share transfer under this Article shall be subject to any necessary governmental validation or approval.


Article 4. MANAGEMENT OF JVC


4-1 The following matters with respect to operation and/or mana ...