Sunset Suits Holdings, Inc.: Exhibit 10.13 - Prepared by TNT Filings Inc.




  




Exhibit 10.13 

COOPERATIVE SERVICES AGREEMENT 


THIS COOPERATIVE
SERVICES AGREEMENT ("Agreement" or "CSA") is made and entered into on this the
24 day of December, 2007, by and between Halter Financial Group, L.P., a Texas
limited partnership ("HFG"), and Sunset Suits S.A., a Polish joint stock company
(the "Company"). 


WITNESSETH: 


WHEREAS, the Company
desires to engage HFG to provide certain consulting services as specifically
enumerated below commencing as of the date hereof related to the Going Public
Transaction and the Post-Transaction Period (each as hereinafter defined), and
HFG is willing to be so engaged. 

NOW, THEREFORE, for
and in consideration of the covenants set forth herein and the mutual benefits
to be gained by the parties hereto, and other good and valuable consideration,
the receipt and adequacy of which are now and forever acknowledged and
confessed, the parties hereto hereby agree and intend to be legally bound as
follows: 

1.



Retention. As of the date hereof, the Company hereby retains and HFG
hereby agrees to be retained as the Company’s consultant during the term of this
Agreement. The Company acknowledges that HFG shall have the right to engage
third parties to assist it in its efforts to satisfy its obligations hereunder;
provided that HFG shall be responsible for the actions and omissions of any such
third parties it engages and the fees and expenses of any such third parties
shall be included in the Fee (as hereinafter defined). In its capacity as a
consultant to the Company, HFG will: 

A. 


Going Public Transaction and Call Agreement. 



Assist the Company in evaluating the manner of effecting a going public
transaction with a public shell corporation ("Pubco") domiciled in the United
States of America which is neither obligated to file periodic reports under the
Securities Exchange Act of 1934 nor is quoted on the "OTC BB" (a "Going Public
Transaction"). It is anticipated that upon consummation of both the Going Public
Transaction and the Company’s current private placement of securities (the
"Company Offering"), which will generate estimated gross offering proceeds of at
least $9,000,000 (with the anticipation that the Company will have a post-money
valuation of approximately $39 million), Pubco’s current stockholders will hold
approximately 10% of all the issued and outstanding shares of Pubco’s common
capital stock. Upon consummation of the Going Public Transaction, it is
anticipated that the ownership percentage of the Pubco’s outstanding common
stock will be as follows: 


Existing Company Shareholders 67% 


Investors in the Offering 23% 

Original Pubco Shareholders 10%



COOPERATIVE SERVICES AGREEMENT – Page 1 





Immediately prior to the closing of the Going Public Transaction, Pubco shall be
controlled by Halter Financial Investments, L.P., a Texas limited partnership
controlled by the limited partners of HFG. HFG shall ensure that at the time of
closing of the Going Public Transaction HFI and any persons to whom HFI is
obligated to transfer any of its holdings in Pubo (collectively the "Pubco
Shareholders") shall enter into a Call Agreement (the "Call Agreement") with
certain existing shareholders of the Company (the "Company Shareholders"). Under
the terms of the Call Agreement, the Company Shareholders shall have the right
to purchase from the Pubco Shareholders up to fifty percent (50%) of the shares
of Pubco’s common stock held by the Pubco Shareholders at the time of closing of
the Going Public Transaction at a per share price equal to 125% of the price per
share paid by participants in the Offering. The Call Agreement shall terminate 3
months following the Closing of the Going Public Transaction. The Company shall
be under no obligation to complete the Going Public Transaction in the event
that the Call Agreement providing for the terms set forth above is not executed
by the applicable Pubco Shareholders. 

B. 

Post
Transaction Period 

Upon consummation of the Going Public
Transaction, HFG agrees to: 

(i) 


assist Pubco in the preparation of a Form 211 Application to make
Pubco’s securities eligible for quotation on the OTC BB; 

(ii) 


if necessary, coordinate with the Company’s legal counsel the
preparation and assembly of application materials for the listing of Pubco’s
common stock on a national stock exchange; and 

(iii) 


provide Pubco with such additional advisory services as may be
reasonably requested, to the extent HFG has the expertise or legal right to
render such services. 

2. 


Authorization. Subject to the terms and conditions of this Agreement, the
Company hereby appoints HFG to act on a best efforts basis as its consultant
during the Authorization Period (as hereinafter defined). HFG hereby accepts
such appoint, with it being expressly acknowledged that HFG is acting in the
capacity of independent contractor and not as agent of either the Company,
affiliates of the Company or Pubco. 

3. 


Authorization Period. HFG’s engagement hereunder shall become effective
on the date hereof (the "Effective Date") and will automatically terminate (the
"Termination Date") on the first to occur of the following: (a) 180 days from
the Effective Date in the event the Going Public Transaction has not been
completed, (b) the mutual decision of the parties not to move forward with the
Going Public Transaction or (c) 12 months from the Effective Date. 

4. 


Fees and Expenses. In consideration for the services to be provided for
hereunder the Company shall pay to HFG the amount of $300,000 (the "Fee") to be
paid on the closing date of the Going Public Transaction. The Fee will also be
used to compensate HFG for any expenses incurred by either HFG or any third
party engaged by HFG in connection with HFG’s efforts to fulfill its obligations
under this Agreement. The Company shall be under no obligation to pay any part
of the Fee to HFG in the event this Agreement is terminated as a result of the
Company’s decision not to complete the Going Public Transaction because it was
either unable to complete the Company Offering or elected not to go forward with
the Company Offering for any business purpose. 



COOPERATIVE SERVICES AGREEMENT – Page 2 




5. 


Confidentiality. All non-public information provided by the Company to
HFG will be considered confidential information and shall be maintained as such
by HFG, except as required by law or as required to enable HFG to perform its
services pursuant to this Agreement, until the same becomes know to third
parties or the public without release thereof by HFG. 

6. 


Entire Agreement. This Agreement contains the entire understanding and
agreement between the parties hereto with respect to HFG’s engagement hereunder,
and all prior writings and discussions are hereby merged into this Agreement. No
provision of this Agreement may be waived or amended except in a writing signed
by both parties. A waiver or amendment of any term or provision of this
Agreement shall not be construed as a waiver or amendment of any other term or
provision. 

7. 


Security Laws. Each party represents and warrants that it will to the
best of its knowledge comply with all applicable securities and other laws,
rules and regulations relating hereto. 

8. 


Counterparts. This Agreement may be executed by facsimile signatures and
in multiple counterparts, each of which shall be deemed an original. It shall
not be necessary that each party executes each counterpart, or that any one
counterpart be executed by more than one party so long as each party executes at
least one counterpart. 


9. 

Governing
Law. This Agreement shall be governed by the laws of the State of Texas.


Arbitration.
All disputes, controversies or claims ("Disputes") arising out of or relating to
this Agreement shall in the first instance be the subject of a meeting between a
representative of each party who has decision-making authority with respect to
the matter in question. Should the meeting either not take place or not result
in a resolution of the Dispute within twenty (20) business days following notice
of the Dispute to the other party, then the Dispute shall be resolved in a
binding arbitration proceeding to be held in New York, New York in accordance
with the international rules of the American Arbitration Association. The
arbitrators may award attorneys' fees and other related arbitration expenses, as
well as pre- and post-judgment interest on any award of damages, to the
prevailing party, in their sole discretion. The parties agree that a panel of
three arbitrators shall be required, all of whom shall be fluent in the English
language, and that the arbitration proceeding shall be conducted entirely in the
English language. Any award of the arbitrators shall be deemed confidential
information for a minimum period of five years, except to the extent public
disclosure of such information is required by applicable securities laws or
regulations. 


COOPERATIVE SERVICES AGREEMENT – Page 3 




IN WITNESS WHEREOF, the parties have executed this
Agreement as of the day and year first above written. 



  	HFG:
	 
	Halter Financial Group, L.P.
	 
	 
	By: /s/ Timothy P. Halter
	Timothy P. Halter, Chairman, Halter
	Financial Group GP, LLC, its General Partner
	 
	The Company:
	 
	Sunset Suits S.A.
	 
	 
	
      By: /s/ Mirosław Kranik

	Mirosław Kranik, The President
      of the
	Supervisory Board, Sunset Suits S.A., Founder
	 
	/s/ Bogdan Zegar
	Bogdan Zegar, The President of the
	Management Board, Sunset Suits S.A.
	 
	/s/ Robert Warnecki
	Robert Warnecki, The Vice President of the
	Management Board, Sunset Suits S.A.





COOPERATIVE SERVICES AGREEMENT – Page 4