WWW.EXFILE.COM, INC -- 14833 -- ECOSS INC. -- EXHIBIT 10.1 TO FORM 20F-A


     

    EXHIBIT
      10.1


    Business
      Trust Agreement

    


    This
      Agreement is made and entered into by and between ECOSS, Inc. (hereinafter
      referred to as “A”) and T & T Co., Ltd. (hereinafter referred to as “B”)
      under the provisions with respect to a consulting agreement. The parties hereto
      hereby agree as follows:

    


    (Purpose
      of Agreement)

    Article
      1. A shall entrust B with consulting services set forth in Article 2 with regard
      to A’s own services, and B shall undertake these entrusted
      services.

    


    (Purposes
      of Consulting Agreement)

    Article
      2. The Consulting Agreement shall have the following purposes:

    1.
      Management support consulting; and 

    2.
      Other
      matters specially entrusted by A

    


    (Compensation
      for Consulting Services and Payment Method)

    Article
      3. The compensation for consulting services shall be JPY 6 million yen per
      year,
      and A shall pay JPY 500,000 every month. The actual expenses shall be settled
      separately.

    


    (Consumption
      Taxes and Payment Method)

    Article
      4. Consumption taxes pertaining to this Agreement shall be borne by A and shall
      be separately paid to B simultaneously upon payment in the preceding article.
      Provided, however, that the amounts in Articles 3 and 4 shall be paid to the
      following bank account every month. 

    Sumitomo
      Mitsui Banking, Shinbashi Branch, Ordinary Account, 

    Account
      No.: 1787544

    Account
      Holder’s Name:T&T
      Corporation

    


    (Agreement
      Period)

    Article
      5. This Agreement shall be effective for one (1) year between January 1, 2002,
      and December 31, 2002, and shall be renewed at least one month before the
      expiration of this Agreement by agreeing to any new compensation for consulting
      services for the subsequent year and shall be extended an additional one year
      by
      application in writing.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    (Confidentiality)

    Article
      6. B shall not disclose or divulge to a third party A’s confidential matters
      that B has obtained through the execution of this Agreement.

    


    (Exemption
      from Responsibility)

    Article
      7. Notwithstanding the outcome of consulting services offered by B, A shall
      not
      submit a claim against B for a refund, in part or in whole, of the compensation
      paid to B under Articles 3 and 4 to B, except when A has terminated this
      Agreement for a reason attributable to B.

    


    (Termination
      of Agreement before Maturity)

    Article
      8. Even during the effective period of this Agreement, this Agreement can be
      terminated in the event A or B has provided thirty (30) days prior written
      notice or oral notice to the other party.

    


    (Interpretation
      of Agreement)

    Article
      9. Any doubtful point concerning the interpretation of each of the provisions
      of
      this Agreement or any matter not stipulated in this Agreement shall be settled
      after due consultation between A and B.

    


    IN
      WITNESS WHEREOF, two (2) copies of this Agreement shall be made, and A and
      B
      shall, after signing and affixing seals to both copies, each retain one (1)
      copy
      thereof. 

    


    07
      / Jan
      / 2002

    


    President
      Chihiro Tsuyuki

    ECOSS
      Inc.

    Mitomi
      Bldg. Shinkan, 1-20-18 Ebisu,

    Shibuya-ku,
      Tokyo, Japan

    


    President
      Masao Tejima

    T
&
T
      Co., Ltd.

    8-1
      Sanbancho, Chiyoda-ku, Tokyo, Japan