Exhibit 4.5
CLINICAL RESEARCH CONSULTING AGREEMENT
THIS CLITICAL RESEARCH AGREEMENT is made
effective this 6th day of 2003 by and;
BETWEEN:
WOO-KYUNG SEO, 403-909, 4th Block, Tanhyun
Village, Tanhyun-Dong, Ilsan-Ku,
Koyang-City, Kyeonggi-Do, Korea
(hereinafter referred to as "CONSULTANT")
AND:
MERIDIAN CO., LTD., of 9Fl., Seoil Bldg.
222, Jamsilbon-dong, Songpa-gu Seoul,
Republic of Korea (hereinafter referred to
as "MERIDIAN")
WHEREAS:
A. MERIDIAN is engaged in the research,
development, manufacturing and sales of
medical devices mainly for the Oriental and
Natural/Alternative Medicine;
B. CONSULTANT is a medical professional
providing clinical research services in
the North American regulatory standard;
and
C. MERIDIAN considers it to be in its best
interest to engage CONSULTANT to
receive clinical research consulting
services for its products in North America
on the terms and subject to the conditions
hereinafter set forth.
NOW THEREFORE THIS AGREEMENT WITNESS THAT
the parties mutually agree as follows:
A. ENGAGEMENT
1.3 Subject to the terms and
conditions hereof, MERIDIAN hereby engages
CONSULTANT to receive the clinical research
services set out in Section 2 hereof
(the "Services").
1.4 CONSULTANT's obligation to perform the
Services shall commence following the
completion of the list of the Services, and
will continue from the Effective
Date until terminated in accordance with
Article 4 hereof (the "Term").
B. SERVICES
2.1 Conduct the medical research on
every products of MERIDIAN, which is
acceptable in the US medical industry.
2.2 Prepare the appropriate research
results for the Meridian Products to meet
the FDA standard.
2.3 Examine the products for FDA
regulations (510(k)), Pre-market Approval,
Investigation Device Exemption.
<PAGE>
C. CONSIDERATION
3.1 In consideration for the Services,
MERIDIAN shall pay CONSULTANT $48,000 US
or number of the MERIDIAN's common
shares