8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 4, 2017

GLOBAL QUEST, LTD.

(Exact name of registrant as specified in its charter)

Nevada	000-55541	47-2845375
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

9200 E Mineral Ave., Suite 350, Centennial, CO	80112
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (800) 561-7210

9635 Maroon Circle, Suite 230, Englewood, CO 80112

(Former name or former address, if changed since last report)

With a copy to:

Philip Magri, Esq.

Magri Law, LLC

2642 NE 9th Avenue

Fort Lauderdale, FL 33334

T: (646) 502-5900

F: (646) 826-9200

pmagri@magrilaw.com

www.magrilaw.com

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01 Entry into a Material Definitive Agreement.

Stock Purchase Agreement

On May 4, 2017, Teller Financial, LLC, a Colorado limited liability company (“Teller”“) and Richard C. Weiner, entered into a Stock Purchase Agreement, dated May 4, 2017 (the “Purchase Agreement”). Mr. Larry J. Sherman has voting and dispositive control of Teller.

Pursuant to the Purchase Agreement, Mr. Weiner purchased an aggregate of seven million (7,000,000) shares (the “Shares”), of common stock, par value $0.001 per share (the “Common Stock”), of Global Quest, Ltd., a Nevada corporation (the “Company”), representing approximately 69.65% of the issued and outstanding shares of Common Stock of the Company, held by Teller for $7,700.00 (the “Purchase Price”) and payable by the assumption by Mr. Weiner of Teller’s obligations under two secured promissory notes, dated April 12, 2017 (the “Notes”), owing to Shim Kyoung Hwa and Shin Dong Hyun (former officers and directors of the Company), each in the amount of $3,850 and maturing on October 12, 2017 ( the “Due Date”). Both Notes are non-interest bearing; provided, however, any unpaid portion of the Notes outstanding after the Due Date shall bear at the rate of ten percent (10%) per annum (the “Transaction”). The obligations under the Notes are secured by the Shares pursuant to a Stock Pledge Agreement, dated May 4, 2017 (the “Stock Pledge Agreement”), between Weiner and each of Shim Kyoung Hwa and Shin Dong Hyun.

The Purchase Agreement and Stock Pledge Agreements are filed as exhibits to this Form 8-K and are incorporated by reference herein.

Distribution Agreement

On May 5, 2017, Camino Products, LLC, a Delaware limited liability company (“Camino”), and Global Quest Nutrients, LLC f/k/a Carepoint Nutrients, LLC (“GQN”), a Colorado limited liability company and wholly-owned subsidiary of the Company, entered into that certain Distribution Agreement, dated April 12, 2017 (the “Agreement”), pursuant to which Camino appointed GQN as the exclusive distributor of Camino’s Pain Relief and Sleep PM products (the “Products”) throughout the United States (the “Territory”).

The term of the Agreement commences on April 12, 2017 and is effective until April 11, 2018 and extends for successive one year terms unless either party notifies the other of its election not to so renew within 60 days before the expiration of the original or renewal term.

GQN and Camino have agreed to establish a minimum order level for the next 12 months on a quarterly basis (“Minimum Order Level”). Pursuant to the Agreement, GQN shall have the right to appoint sub-distributors within the Territory to sell and distribute the Products, subject to notification to and approval by Camino. Camino has agreed to sell to GQN for consideration, a national exclusive distributorship covering the entire United States in consideration for $20,000, payable within 30 days from the execution of the Agreement and subject to minimum sales quotas included in this Agreement. During the term of the Agreement, GQN shall not either, directly or indirectly, develop, produce, promote or distribute products or technology that are similar or competitive to the Products.

The Agreement may be terminated by either party if other party becomes insolvent or bankrupt, or admit in writing its inability to pay its debt, or make an assignment for the benefit its creditors or cease to function as a going concern, declares bankruptcy or does not cure a breach for thirty days after notification. Camino may terminate the Agreement if GQN fails to order a to order a dollar amount of Products equal to 75% or greater of the Minimum Order Level for any six-month period during the term of the Agreement and does not cure such default by purchasing a sufficient number of Products in the next succeeding six-month period.

A copy the Distribution Agreement is filed as an exhibit to this Form 8-K and is incorporated by reference herein.

Item 5.01 Changes in Control of Registrant.

Upon the consummation of Transaction, Mr. Weiner assumed control of the Company from Larry Sherman. The disclosure under Item 1.01 is incorporated by reference herein.

 

2

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

The disclosure under Item 1.01 of this Form 8-K is incorporated by reference herein.

Contemporaneously with the consummation of the Transaction, Larry Sherman resigned as the Company’s Chief Executive Officer and President as a member form the Board of Directors. Mr. Sherman’s resignation was not a result of any disagreement between Mr. Sherman and the Company, its management, board of directors or any committee of the board of directors of the Company.

Simultaneously with Mr. Sherman’s resignation, Richard C. Weiner was appointed as the Company’s Chief Executive Officer, President, Secretary and Treasurer of the Company and as member of the Board of Directors.

Professional Experience

Richard C. Weiner, 67 years old, has served as the as Chief Financial Officer (CFO) of several companies in the past. In the last five years Mr. Weiner has been serving as CFO of Global Remote Technologies (CNSX:RGT) a public company in oil service sector from (2014-2016) and Natures Bioceuticals that provided consumers Natural Medicine products from (2011-2013.) In October, 2004, Mr. Weiner relocated from Ohio to Florida and served as the Chief Operating Officer and Interim Chief Financial Officer of National Security Title Agencies, Inc. He oversaw all finances and operations in the continuing expansion of that business until it was sold in December, 2005.

Mr. Weiner has over 30 years of senior management experience in both financial and operational positions with various corporations including as the owner of Madison Steel Processing, Medina General Inc., and Vice President of Vital Products Company. Mr. Weiner also served as a Director of Nature’s Bioceuticals, Inc. He has proven abilities to provide critical thinking, identification of potential problems, development of viable alternatives, and implementation of cost effective solutions. He has worked in various industries, such as manufacturing, software development and implementation, capital equipment, and acquisitions with strong regional players. Mr. Weiner also served as a Director of Nature’s Bioceuticals, Inc.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number:	Description:
10.1	Stock Purchase Agreement, dated May 4, 2017, by and among Richard C. Weiner and Teller Financial, LLC
10.2	Distribution Agreement, dated May 5, 2017, between Camino Products, LLC and Global Quest Nutrients, LLC
10.3	Stock Pledge Agreement, dated May 4, 2017, between Richard C. Weiner, as Pledgor, and Shim Kyoung Hwa, as Pledgee
10.4	Stock Pledge Agreement, dated May 4, 2017, between Richard C. Weiner, as Pledgor, and Shin Dong Hyun, as Pledgee

 

3

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	GLOBAL QUEST, LTD.
Dated: May 5, 2017	By:	/s/ Richard C. Weiner
		Richard C. Weiner
		Chief Executive Officer, President, Secretary & Treasurer (Principal Executive Officer) (Principal Financial and Accounting Officer)

4

EX-10.1

EXHIBIT 10.1

STOCK PURCHASE AGREEMENT

This STOCK PURCHASE AGREEMENT (this “Agreement”), dated as of May 4, 2017, by and among Teller Financial, LLC, a Colorado limited liability company ( the “Seller”), and Richard C. Weiner (the “Buyer”) (the Seller and Buyer, the “Parties,” each being a “Party”).

WHEREAS, on April 12, 2017, Global Quest. Ltd., a Nevada corporation (the “Company”), Shim Kyoung Hwa and Shin Dong Hyun (the “Selling Stockholders”) and the Seller entered into a Stock Purchase Agreement, dated April 12, 2017 (the “Purchase Agreement”), pursuant to which Seller purchased an aggregate of seven million (7,000,000) shares (the “Shares”), of common stock, par value $0.001 per share (the “Common Stock”), of the Company held by the Selling Stockholders, representing approximately 69.65% of the issued and outstanding shares of Common Stock of the Company in consideration for an aggregate purchase price of $7,700, evidenced by two secured promissory notes (the “Notes”) to the Selling Stockholders, each dated April 12, 2017 and due on October 12, 2017 ( the “Due Date”).

WHEREAS, Seller wish to sell to Buyer, and Buyer wishes to purchase from Seller the Shares, subject to the terms and conditions set forth herein;

NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereto agree as follows:

1. Share Purchase and Sale. Subject to the terms and conditions set forth herein, at the Closing (as defined in Section 1), Seller shall sell, transfer and assign to Buyer, and Buyer shall purchase from Seller, all of Sellers’ right, title and interest in and to the Shares. The purchase price shall be Seven Thousand Seven Hundred U.S. Dollars ($7,700.00) (the “Purchase Price”) and payable by the assumption by Buyer of Seller’s obligations under the Notes.

2. Closing. Subject to the terms and conditions contained in this Agreement, the purchase and sale of the Shares contemplated hereby shall take place at a closing (the “Closing”) to be held at the offices of Magri Law, LLC in Fort Lauderdale, FL, or at such other place or on such other date as Buyer and Seller may mutually agree upon in writing within two (2) business days after the date on which all of the conditions and obligations of the Parties as set forth in this Agreement shall have been substantially satisfied in all material respects or otherwise duly waived, or on such other date and at such other place and date as the Buyer and the Seller may hereafter agree upon in writing (such date of the Closing being referred to herein as the “Closing Date”).

3. Deliverables at Closing.

(a) At the Closing, Seller shall deliver to Buyer the following:

(i) a copy of this Agreement duly executed by the Seller;

(ii) a stock certificate or certificates evidencing his Shares, free and clear of all lien, pledge, encumbrance, charge, security interest, claim or right of another (collectively, “Encumbrances”), duly endorsed in blank or accompanied by stock powers or other instruments of transfer duly executed in blank;

(iii) the Notes;

(iv) copies of that certain Assignment and Consent Agreement, between Buyer, Seller and Selling Stockholders, duly executed by the Seller and the Selling Stockholders;

(v) a duly executed resignation letter wherein Larry Sherman, the owner of the Buyer, shall resign as a member of the Board of Directors and all positions with the Company and its subsidiaries, effective on the Closing Date;

(b) At the Closing, Buyer shall deliver to Seller the following:

(i) a copy of this Agreement duly executed by the Buyer;

(ii) copies of that certain Assignment and Consent Agreement, between Buyer, Seller and Selling Stockholders, duly executed by the Seller;

4. Closing Conditions.

(a) The obligation of the Seller to sell, transfer and assign the Shares to Buyer hereunder is subject to the satisfaction of the following conditions as of the Closing Date:

(i) the representations and warranties of the Buyer in Section 6 hereof shall be true and correct on and as of the Closing Date with the same effect as though made at and as of such date;

(ii) Buyer shall have performed and complied in all material respects with all agreements and conditions required by this Agreement to be performed or complied with by it prior to or on the Closing Date;

 

2

(b) The obligation of Buyer to purchase the Shares from Seller is subject to the satisfaction of the following conditions as of the Closing:

(i) the representations and warranties of Seller in Section 5 shall be true and correct on and as of the Closing Date with the same effect as though made at and as of such date;

(ii) the Seller shall have performed and complied in all material respects with all agreements and conditions required by this Agreement to be performed or complied with by it prior to or on the Closing Date;

(iii) the Seller shall have obtained any and all consents, permits, approvals, registrations and waivers necessary or appropriate for consummation of the transactions contemplated herein;

5. Representations and Warranties of the Seller. The Seller hereby represents, warrants and covenants to and with Buyer, both as of the date of this Agreement and as of the Closing Date, as an inducement to Buyer to enter into this Agreement and to consummate the transaction contemplated hereby as follows:

(a) Authorization. The Seller is fully able, authorized and empowered to execute and deliver this Agreement and any other agreement or instrument contemplated by this Agreement and to perform their respective covenants and agreements hereunder and thereunder. This Agreement and any such other agreement or instrument, upon execution and delivery by the Seller (and assuming due execution and delivery hereof and thereof by the other Parties hereto and thereto), will constitute a valid and legally binding obligation of the Seller, in each case enforceable against it in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, moratorium, reorganization or similar laws from time to time in effect which affect creditors' rights generally and by legal and equitable limitations on the availability of specific performance and other equitable remedies against the Seller under or by virtue of this Agreement or such other agreement or instrument.

(b) Ownership of the Shares. The Seller is the record and beneficial owner of the Shares. The Seller holds the Shares free and clear of any Encumbrances and has the absolute right to sell and transfer the Shares to the Buyer as provided in this Agreement without the consent of any other person or entity. Upon transfer of the Shares to Buyer hereunder, Buyer will acquire good and marketable title to the Shares free and clear of any Encumbrance, other than applicable securities laws.

(c) No Breach. Neither the execution and delivery of this Agreement nor compliance by the Seller with any of the provisions hereof nor the consummation of the transactions and actions contemplated hereby will

(i) violate or, alone or with notice of the passage of time, result in the breach or termination of, or otherwise give any contracting Party the right to terminate, or declare a default under, the terms of any agreement or other document or undertaking, oral or written to which the Seller is a party or by which any of them or any of their respective properties or assets may be bound;

 

3

(ii) result in the creation of any Encumbrance upon any of the properties or assets of the Seller;

(iii) violate any statute, ordinance, regulation judgment, order, injunction, decree or award of any court or governmental or quasi-governmental agency against, or binding upon the Seller or upon any of their respective properties or assets; or

(iv) violate any law or regulation of any jurisdiction relating to the Seller or any of their respective assets or properties.

(d) Obligations; Authorizations. The Seller is not (i) in violation of any judgment, order, injunction, award or decree which is binding on any of them or any of their assets, properties, operations or business which violation, by itself or in conjunction with any other such violation, would materially and adversely affect the consummation of the transaction contemplated hereby; or (ii) in violation of any law or regulation or any other requirement of any governmental body, court or arbitrator relating to him or it, or to his or its assets, operations or businesses which violation, by itself or in conjunction with other violations of any other law, regulation or other requirement, would materially adversely affect the consummation of the transaction contemplated hereby.

(e) Consents. There are no consents necessary or required from any third Parties, including, but not limited to, governmental or other regulatory agencies, federal, state or municipal, required to be received by or on the part of the Seller for the execution and delivery of this Agreement and the performance of their respective obligations hereunder. If required the Seller shall file a Form 4 and Schedule 13D amendment immediately upon Closing.

(f) Actions and Proceedings. The Seller is not subject to any outstanding orders, writs, injunctions or decrees of any court or arbitration tribunal or any governmental department, commission, board, agency or instrumentality, domestic or foreign, against, involving or affecting the business, properties or employees of the Seller’ right to enter into, execute and perform this Agreement (or any of the transactions contemplated hereby).

(g) Broker, Finder, etc. No broker, finder or investment banker is entitled to any brokerage, finder's or other fee or commission in connection with the transactions contemplated by this Agreement based upon arrangements made by or on behalf of the Seller.

 

4

(h) Disclosure. Neither this Agreement, nor any certificate, exhibit, or other written document or statement, furnished to the Buyer by the Seller in connection with the transactions contemplated by this Agreement contains or will contain any untrue statement of a material fact or omits or will omit to state a material fact necessary to be stated in order to make the statements contained herein or therein not misleading.

6. Representation and Warranties of Buyer.

(a) Authorization. Buyer has all requisite power and authority to enter into this Agreement, to carry out its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery by Buyer of this Agreement, the performance by Buyer of its obligations hereunder and the consummation by Buyer of the transactions contemplated hereby have been duly authorized by all requisite corporate action on the part of Buyer. This Agreement has been duly executed and delivered by Buyer and (assuming due authorization, execution and delivery by Seller) this Agreement constitutes a legal, valid and binding obligation of Buyer enforceable against Buyer in accordance with its terms.

(b) Investment Intent. Buyer is acquiring the Shares solely for its own account for investment purposes and not with a view to, or for offer or sale in connection with, any distribution thereof. Buyer acknowledges that the Shares are not registered under the Securities Act of 1933, as amended (the “Securities Act”), or any state securities laws, and that the Shares may not be transferred or sold except pursuant to the registration provisions of the Securities Act or pursuant to an applicable exemption therefrom and subject to state securities laws and regulations, as applicable.

(c) Consents. No governmental, administrative or other third Party consents or approvals are required by or with respect to Buyer in connection with the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby.

(d) Actions, Legal Proceedings. There are no actions, suits, claims, investigations or other legal proceedings pending or, to the knowledge of Buyer, threatened against or by Buyer that challenge or seek to prevent, enjoin or otherwise delay the transactions contemplated by this Agreement.

(e) Broker, Finder, etc. No broker, finder or investment banker is entitled to any brokerage, finder's or other fee or commission in connection with the transactions contemplated by this Agreement based upon arrangements made by or on behalf of Buyer.

7. Survival. All representations and warranties contained herein shall survive the execution and delivery of this Agreement and the Closing hereunder.

 

5

8. Indemnification. Seller shall jointly and severally indemnify Buyer and hold Buyer harmless against and in respect of any and all losses, liabilities, damages, obligations, claims, Encumbrances, costs and expenses (including, without limitation, reasonable attorneys' fees) incurred by Buyer resulting from any breach of any representation, warranty, covenant or agreement made by Seller herein or in any instrument or document delivered to Buyer pursuant hereto.

9. Further Assurances. Following the Closing, each of the Parties hereto shall execute and deliver such additional documents, instruments, conveyances and assurances, and take such further actions as may be reasonably required to carry out the provisions hereof and give effect to the transactions contemplated by this Agreement.

10. Termination. This Agreement may be terminated at any time prior to the Closing (a) by the mutual written consent of Buyer and Seller or (b) by either Buyer or Seller if (i) a breach of any provision of this Agreement has been committed by the other Party and such breach has not been cured within 30 days following receipt by the breaching Party of written notice of such breach, or (ii) the Closing does not occur by May 31, 2017. Upon termination, all further obligations of the Parties under this Agreement shall terminate without liability of any Party to the other Parties to this Agreement, except that no such termination shall relieve any Party from liability for any fraud or willful breach of this Agreement.

11. Expenses. All costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby shall be paid by the Party incurring such costs and expenses.

12. Notices. All notices, requests, consents, claims, demands, waivers and other communications hereunder (each, a “Notice”) shall be in writing and addressed to the Parties at the addresses set forth on the first page of this Agreement (or to such other address that may be designated by the receiving Party from time to time in accordance with this section). All Notices shall be delivered by personal delivery, nationally recognized overnight courier (with all fees pre-paid), facsimile or e-mail of a PDF document (with confirmation of transmission) or certified or registered mail (in each case, return receipt requested, postage prepaid). Except as otherwise provided in this Agreement, a Notice is effective only (a) upon receipt by the receiving Party, and (b) if the Party giving the Notice has complied with the requirements of this Section.

13. Entire Agreement. This Agreement constitutes the sole and entire agreement of the Parties to this Agreement with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to such subject matter.

14. Successor and Assigns. This Agreement shall be binding upon and shall inure to the benefit of the Parties hereto and their respective successors and permitted assigns. No Party may assign any of its rights or obligations hereunder without the prior written consent of the other Parties hereto, which consent shall not be unreasonably withheld or delayed.

 

6

15. Headings. The headings in this Agreement are for reference only and shall not affect the interpretation of this Agreement.

16. Amendment and Modification; Waiver. This Agreement may only be amended, modified or supplemented by an agreement in writing signed by each Party hereto. No waiver by any Party of any of the provisions hereof shall be effective unless explicitly set forth in writing and signed by the Party so waiving. Except as otherwise set forth in this Agreement, no failure to exercise, or delay in exercising, any rights, remedy, power or privilege arising from this Agreement shall operate or be construed as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.

17. Severability. If any term or provision of this Agreement is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal or unenforceable, the Parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.

18. Governing Law. This Agreement shall be governed by and construed in accordance with the internal laws of the State of Nevada without giving effect to any choice or conflict of law provision or rule (whether of the State of Nevada or any other jurisdiction).

19. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall be deemed to be one and the same agreement. A signed copy of this Agreement delivered by facsimile, e-mail or other means of electronic transmission shall be deemed to have the same legal effect as delivery of an original signed copy of this Agreement.

[SIGNATURE PAGE FOLLOWS]

 

7

IN WITNESS WHEREOF, the Parties hereto have executed this Agreement on the date first written above.

Seller:	TELLER FINANCIAL, LLC
	By:	/s/ Larry Sherman
	Name:	Larry Sherman
	Title:	Manager

Buyer:		/s/ Richard C. Weiner
	Name:	Richard C. Weiner

 

8

Annex A

[FORM OF ASSIGNMENT AND CONSENT AGREEMENT]

9

EX-10.2

EXHIBIT 10.2

DISTRIBUTION AGREEMENT

THIS AGREEMENT is dated as of April 12, 2017, by and between Camino Products, LLC A Delaware Limited Liability Company (the “Company”) located at 2075 Hathaway Ave, Westlake Village, CA 91362 and Global Quest Nutrients, LLC a Colorado Limited Liability Company (the “Distributor”) located at _9200 East Mineral Ave. Ste 350, Centennial, CO 80104.

The parties agree as follows:

1. Appointment of Distributor.

1.1 Appointment. The Company hereby appoints the Distributor, and the Distributor accepts such appointment, as a distributor of those products listed on Schedule B attached hereto (the “Products”) in the territory set forth on Schedule A (the “Territory”).

1.2 Sub-distributors. The Distributor shall have the right to appoint any number of sub-distributors within the Territory to sell and distribute the Products, provided that any and all such sub-distributors are identified in writing to the Company and agree to be bound by at least all the restrictions imposed on the Distributor herein, and the rights of such sub-distributors are made expressly subject to the rights of the Distributor hereunder. All sub-distributor candidates must be submitted to the Company for approval prior to the Distributor signing any sub-distributor agreements.

1.3 Product Specifications. The Company will supply Products in accordance with specifications , which the Company will make available to the Distributor upon the Distributor’s request. The Company and the manufacturers (“Manufacturers”) of the Products shall have the right, without the Distributor’s approval or consent, to make any changes, improvements or enhancements (a “Modification”) to the Products which the Company in its sole opinion determines. The Company will promptly notify the Distributor of any Modification and will provide any resulting changes to the Product specifications to Distributor.

1.4 Competitive Products. During the term of this Agreement, the Distributor shall not, either directly or indirectly, develop, produce, promote or distribute products or technology that are similar or competitive to the Products.

2. Clinical and Testing Protocols. All clinical protocols and other test protocols for the Products shall be subject to prior written approval by the Company before testing is undertaken, and the Distributor shall promptly provide the Company with all data and information resulting from such tests or otherwise becoming available to the Distributor during the term hereof.

 

1 | Page

3. Orders; Price; Terms.

3.1 Purchase Orders. The Distributor shall order Products from the Company by written purchase orders incorporating all the terms of this Agreement. Distributor’s purchase orders shall provide Company with detailed shipping instructions, specified delivery dates and shipping addresses.

3.2 Product Pricing. The Distributor’s prices for Products are set forth on Schedule B. The Company shall have the right to change such prices and to add or delete Products from Schedule B from time to time upon at least 45 days’ prior written notice to the Distributor.

3.3 Payment Terms. Distributor, upon initiating Purchase Order, will pay Company fifty percent (50%) of all Products ordered and Distributor will pay Company the remaining fifty percent balance upon verification by Company to Distributor that the order is ready to ship. All payments shall be made to the Company by wire transfer of funds to a bank account designated by Company or by any other method of payment approved in advance by Company. Distributor cannot cancel Purchase Orders with Company, or obtain payment refunds from Company for Purchase Orders that Distributor placed with Company or has previously paid to Company. Company will not ship Distributor’s Products without advance payment.

3.4 Inventory Levels. The Distributor will maintain a minimum inventory stocking level of at least sixty (60) days of Product in order to support the on-going purchasing needs of its customers within the Territory.]

4. Duties of the Company.

4.1 Training. The Company will provide to the Distributor initial and ongoing training regarding the Products at such times and locations as the Company deems reasonable. Should the Company or any of its affiliates need to travel to the Territory for training, the Company reserves the right to charge the Distributor for the Company’s out- of-pocket travel expenses.

 

2 | Page

4.2 Promotional Materials. To assist the Distributor in its marketing hereunder, the Company shall furnish to the Distributor from time to time with promotional materials, data, brochures, advertising material and photographs with respect to the Products, and with publications, reprints and other relevant Product information (“Promotional Materials”) consistent with the Company’s then existing market support policies, which the Company can change from time to time. At its option, the Company may provide the same to the Distributor in electronic format. Distributor may use such materials solely as provided under this agreement. Distributor shall not alter such materials or use other materials in connection with the marketing and distribution of the Products hereunder without the Company’s prior written approval.

4.3 Technical Materials. Company will provide Distributor with a complete set of technical documents and materials, including but not limited to clinical studies, copies of patents (granted and/or pending), white papers and doctor observational reviews of their experience with the Products in their practices. The information will be provided in both printed and electronic format. As new materials become available, the Company will make them available to the Distributor.

5. Duties of the Distributor.

5.1 Sales Efforts. During the term of this Agreement, the Distributor will use its best efforts to maximize market penetration and sales of the Products in the Territory and, in connection therewith, will perform such duties as may be reasonably required.

5.2 Personnel. The Distributor will maintain knowledgeable personnel to sell the Products and to provide specified instructions to its customers in the use of the Prod- ucts. The Distributor will attend (and will cause its sales representatives to attend), at Distributor’s expense, training sessions relating to the Products or their use at times and schedules mutually agreed upon. The Distributor will be responsible for training of all sub-distributors within the Territory to the satisfaction of the Company.

5.3 Communications. The Distributor will communicate with the Company monthly, or at more frequent intervals if requested by the Company, to inform the Com- pany of its marketing activities, sales history and other information reasonably requested by the Company, to include reports of the market for the products, key customer contacts and prospects, and other information regarding the sales of the Products, in such detail as reasonably requested by the Company, including a rolling forecast as outlined in the Sec- tion 5.8 for each Product. At least two times per year, the Distributor will meet with the Company to discuss projected sales and the Distributor’s promotional and marketing plans for the Products. Such meetings will take place at times and locations to be deter- mined by mutual agreement.

 

3 | Page

5.4 Leads. The Distributor will respond promptly to all sales leads and use its best efforts to consummate all sales opportunities.

5.5 Customer Complaints. The Distributor will respond promptly to all customer complaints and report all such complaints to the Company using the Company’s Product Complaint procedures set forth in Schedule C attached hereto.

5.6 Expired Products. The Distributor shall not sell Products beyond their stated expiration date. With the Company’s written consent, Distributor may return products with fewer than three (3) months until expiration to the Company in exchange for like Products with a later expiration date. All returns of products under this Section shall be at Distributors expense.

5.7 Promotion.

(a) The Distributor will implement and observe sales and promotion policies as may be established by mutual agreement.

(b) The Distributor will not alter, remove or modify the Product pro motion materials or labels in any way without the Company’s prior written consent.

(c) Upon termination of this Agreement, the Distributor will transfer the Promotion Materials to the Company.

(d) The Distributor will actively promote and advertise the Products in the Territory using the Company’s name, literature and other support material supplied by the Company (as translated by the Distributor).

5.7 Regulations. The Distributor will advise the Company of the requirements of any rule, regulation or law within the Territory regarding sales or use of the Products, proprietary rights or similar matters, and will comply with all actions reasonably requested by the Company to protect the Company’s patents and other proprietary rights in the Products and to comply with applicable laws.

5.8 Business Plan. The Distributor shall jointly establish with the Company a fifteen (15) day Market Development Period (“Market Development Period”) following the execution of this Agreement, which will include the development of a reasonably detailed Business Plan (“Business Plan”) which will be heretofore attached as Schedule D.

 

4 | Page

for the marketing and distribution of the Products, including price strategies and promotional activities. The Distributor will update such Business Plan every six (6) months.

5.9 Exclusivity. Distributor will be granted exclusive Distributor rights as a “Distributor” for Company. Company will not sign any new companies as a Distributor for the Company, without the written permission from Distributor. Company will not be precluded from using it’s own efforts to sell product through its own employed or contracted sales force and or its own On-Line efforts as the manufacture of the products that are included in this Distributor Agreement.

6. Minimum Orders.

Minimum Order Levels. The Distributor and the Company shall, prior to the end of the Market Development period o, agree on the minimum order levels (“Minimum Order Levels”) for the next twelve (12) month period on a quarter by quarter basis. The parties will agree to an updated Minimum Order Level for every twelve (12) month period thereafter,. If the parties are unable to agree upon Minimum Order Levels for the succeeding four quarters (on a quarter by quarter basis), the Minimum Order Levels for each quarter shall automatically be established at 120% of the average Minimum Order Levels for the preceding four quarters (or, in the case of the four quarters following the initial four (4) quarters of Minimum Order Levels, the pre- ceding two quarters), If Company is not able to fulfill orders within 30 days from the time an order is received by Company, the Company shall not be able to terminate Exclusivity until Company is able to begin to deliver products within the 30 days from receipt of order. Minimum Order Levels shall be negotiated in good faith while Company is not able to deliver products timely.

6.1 Six Month Purchase Default. In the event that the Distributor fails to order from the Company a dollar amount of Products equal to seventy-five percent (75%) or greater than the Minimum Order Levels for any six month period during the term of this Agreement, the Distributor shall have committed a “Six Month Purchase Default”. In the event that the Distributor fails to cure a Six Month Purchase Default by purchasing during the next succeeding six month period a number of Products such that the amount of purchased Product for the two six month periods exceeds the Minimum Purchase Lev- el for the two six month periods in aggregate, the Company shall be entitled to terminate this Agreement at any time thereafter upon thirty (30) days’ written notice.

6.2 Distributor Purchase – National Exclusivity Company has agreed to sell Distributor for consideration, a National Exclusive distributorship. Exclusivity covers the Entire United States of America. Distributor agrees to pay a sum in U.S. dollars in the amount of $20,000.00 (twenty thousand) payable within 30 days from the execution of the Agreement. Exclusivity will be subject to minimum sales quotas included in this Agreement.

 

5 | Page

7. Warranties; Indemnity.

7.1 Limitation of Warranty. Except as otherwise expressly provided herein or in writing by the Company, THE COMPANY MAKES NO WARRANTIES (OTHER THAN THE WARRANTY OF TITLE TO THE PRODUCTS), EXPRESS OR IMPLIED, NOR ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, WITH REGARD TO THE PRODUCTS. The Distributor shall be solely responsible for any representation or warranty which it, its employees, agents or sub-distributors makes regarding the Products which are not authorized by the Company in writing, and the Distributor hereby agrees to indemnify and hold the Company harmless from all loss, costs, claims, damages and suits, including attorneys’ fees, which the Com- pany may incur as a result of any unauthorized representation or warranty made regarding the Products by the Distributor or any of its employees, agents or sub-distributors.

7.2 Limitation of Liability.

THE COMPANY’S LIABILITY FOR DAMAGES TO THE DISTRIBUTOR FOR ANY CAUSE WHATSOEVER, REGARDLESS OF THE FORM OF ANY CLAIM OR ACTION, SHALL NOT EXCEED THE AGGREGATE PRICE PAID BY THE DIS- TRIBUTOR FOR PRODUCTS UNDER THIS AGREEMENT. THE COMPANY SHALL IN NO EVENT BE LIABLE FOR ANY LOSS OF PROFITS OR USE OF THE PRODUCTS, OR FOR ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING HEREUNDER.

 

6 | Page

7.3 Indemnification. The Distributor hereby agrees to indemnify, defend and hold the Company harmless from all loss, costs, claims and expenses, including reason- able attorneys’ fees, arising from or proximately caused by the fault or negligence of the Distributor or its officers, employees or agents or relates to any failure by the Distributor to comply with the terms of this Agreement or any applicable laws or regulations regard- ing the sale of the Products by it. The Company hereby agrees to indemnify, defend and hold the Distributor harmless from all loss, costs, claims and expenses, including reason- able attorneys’ fees arising from or proximately caused by the fault or negligence of the Company or its officers, employees or agents, or relating to any failure by the Company to comply with the terms of this Agreement or any applicable laws or regulations relating to the Products. In no event will the Company be liable to customers or other third par- ties for damages caused by repairs or alterations made to the Products without the Company’s written approval; damages due to deterioration during periods of storage by the Distributor or its customers; or loss of profits or use of the Products or any special, inci- dental or consequential damages in connection with the use or performance of the Prod- ucts.

7.4 Notice; Opportunity to Defend. In the event of any claim for which in- demnification is provided herein, the party claiming a right to indemnification (the “In- demnitee”) shall give prompt written notice of such claim to the other party (the (“In- demnitor”) and shall give authority and full information and assistance (at Indemnitor’s expense) for defense of the same. The Indemnitee shall have the right to employ separate counsel in any such claim or suit and to participate in the defense thereof, but the fees and expenses of the Indemnitee’s separate counsel shall not be borne by the Indemnitor unless the Indemnitor so agrees in writing or the Indemnitor after notice does not assume such defense. The Indemnitor shall not be liable to indemnify the Indemnitee for any settle- ment effected without the Indemnitor’s consent, unless the Indemnitor fails after notice to defend such claim, suit or proceeding.]

 

7 | Page

8. Term and Termination.

8.1 Term. This Agreement shall become effective as of April 12, 2017 and shall, unless earlier terminated in accordance with this Agreement, remain in full force and effect for a twelve-month term ending April 11, 2018. Except as provided above, the term of this Agreement will be extended automatically for renewal every year, unless either party notifies the other of its election not to so renew within 60 days before the expiration of the original or renewal term, as the case may be.

8.2 Termination.

(a) If either party shall become insolvent or bankrupt or admit in writ- ing its inability to pay its debt as they mature, or make an assignment for the benefit of its creditors or cease to function as a going concern, the other party shall have the right im- mediately to terminate this Agreement by giving notice of its election to do so.

(b) Either party may terminate this Agreement upon notice to the other party (i) if the other party has committed a material breach of any provision of this Agreement and such breach has remained uncured for thirty (30) days following notif- ication of such breach given to the breaching party, or (ii) if the other party is the subject of an involuntary proceeding in bankruptcy or insolvency and such proceeding is not fi- nally dismissed within forty-five (45) days of its institution.

(c) The Company may terminate the exclusivity section of this Agreement upon notice to the Distributor in accordance with Sections 6.1 or 6.2.

(d) If the Company or the Manufacturers that it represents merges with or is acquired by a third party, or if the Company or its Manufacturers establish an agreement with a multi-national sales organization regarding the distribution of some or all of the Products in the Territory, the Company may terminate this agreement upon ninety (90) days written notice to the Distributor, and the Distributor shall be entitled to compensa- tion set forth below.

9. Effect of Termination.

9.1 During such ninety (90) day notice period referred to in Section 8.2.d, the parties will cooperate in the orderly transition and transfer of the Distributor’s business in connection with the Products to the Company or its designee, including without limitation, the transfer of Distributors business and customer records for the Products.

 

8 | Page

9.3 Upon any termination of this Agreement, the Distributor shall promptly give to the Company all data and information relating to the Products and the customers thereof. All inventory will be returned to the Company or at the Company’s request transferred to a new distributor. The Distributor will be reimbursed at invoiced cost, plus shipping and duties for inventory that is in good marketable condition. The Company or its new distributor will examine other non-marketable inventory available for inspection on a date and time established by the Company to determine a depreciated value, if any, the Company will offer.

9.4 No Compensation. Upon termination of this Agreement, neither party shall be liable to the other for any loss of profits or prospective profits of any kind or nature sustained or arising out of such termination or any other compensation of any kind. The termination of this Agreement shall not relieve or release either party from making payments which became due prior to termination or from the confidentiality provisions of this Agreement..]

9.5 Survival. The provisions of Sections 7, 8.3, 8.4, 8.5, 9.1, 9.4, 10.7 and 10.8 of this Agreement shall survive any termination of this Agreement in accordance with their terms..]

9.6 The Company will take over all of the business transactions including service at the time of termination. [.]

10. Proprietary Rights.

10.1 Ownership. The parties acknowledge that the Company, its Manufactur- ers, licensors or suppliers owns all patents, trademarks, copyrights, trade names and ap- plications, registrations and all other intellectual and industrial property rights relating to the Products and the Promotional Materials and any other information provided by the Company hereunder, any translations thereof, whether made by the Distributor or other- wise, and that the Distributor has and shall have no rights thereto or to the use thereof ex- cept as specifically granted by this Agreement.

10.2 Trademark Use. The Distributor will have the royalty free right to pro- mote and sell the Products only under the Company’s or its Manufactures’ trademarks and trade names, which shall remain the exclusive property of the Company or its Manufacturer. The Distributor will not copy or modify the Products nor remove, alter or obscure any patent, copyright, proprietary rights or trademark notices placed on or displayed in connection with the Products. The Distributor agrees to use the Company’s or its Manufacturers’ trademarks only as directed by the Company. The Distributor shall not, and shall not suffer any person or entity to, register the trade names, logos or trade- marks of the Company or its Manufacturers in any jurisdiction or use any mark which is similar to any trade name, logo or trademark of the Company or its Manufacturers.

 

9 | Page

10.3 Infringement. The Distributor agrees immediately to notify the Company of any infringement of any intellectual property rights of the Company or any claim that the Products infringe the proprietary rights of a third party.

10.4 Confidentiality. The Distributor acknowledges that the Products have been developed and obtained by the Company at great expense and contains information and processes proprietary to the Company and trade secrets of the Company and, in general, constitute proprietary information of the Company. The Distributor agrees not to disclose or divulge to any third person (including any sub-distributor) any such informa- tion without the prior written consent of the Company unless such information is (1) information which the Distributor possesses at the time of receipt of such information, (2) information which becomes known to public other than disclosure by the Distributor, and (3) information which the Distributor receives from third parties, which information shall be excluded from the confidential information hereunder. All written information relating to the Product (other than promotional materials and documentation provided hereunder and intended for use by customers of the Distributor) or designated as confidential by the Company and provided to the Distributor including, but not limited to, the terms of this Agreement, sales and financial data, customer information, manufacturing processes and specifications for the Products, shall be confidential information of the Company and the Distributor shall not use (other than in the performance of its obligations hereunder) or disclose such information to any third party, other than employees of the Distributor with a need to know such information and who are bound to maintain the confidentiality of such information, without the prior written approval of the Company. All such information, know-how and trade secrets shall remain the sole property of the Company. The parties agree that the foregoing agreements and restrictions contained in this paragraph shall survive termination or expiration of this Agreement and, in the event of the Distrib- utor’s breach of any of the foregoing provisions, the Company shall be entitled to equi- table and injunctive relief against the Distributor in addition to other remedies available pursuant to this Agreement or applicable law.

10.5 Non-Circumvent. During the term of this Agreement and for three (3) years following the termination of this Agreement, the Distributor agrees that it will not pursue a direct relationship with the Company’s Manufacturers, licensees or suppliers. The distributor also agrees that it will not have any conversations with the Company’s Manufacturers, licensees or suppliers for any purpose other than to fulfill the Distributor’s obligations under this Agreement. This Section 9.5 extends to any of the Distributor’s employees and sub-distributors.

 

10 | Page

11. General.

11.1 Counterparts. This Agreement may be executed in several counterparts, each of which shall be deemed an original but all of which shall constitute one and the same instrument.

11.2 No Waiver. The failure of either party to enforce at any time any of the provisions hereof shall not be a waiver of that party’s right thereafter to enforce any such provisions or to enforce any other provisions of this Agreement.

11.3 Authority. Each party hereto warrants and represents to the other that it is legally free to enter into this Agreement and that the execution of this Agreement is duly authorized.

11.4 Severability. In the event any provision or term of this Agreement shall be held by a court to be illegal or unenforceable, all of the other terms and provisions hereof shall remain in full force and effect unless the term or provision so held to be illegal or unenforceable is also held to be a material part of this Agreement such that the parties herein would not have entered into this Agreement.

11.5 Relationship. The relationship created between the parties hereto is that of independent contractors and supplier and distributor, and neither party nor any of its em ployees, sub-distributors, customers, nor agents shall be deemed to be representatives, agents, or employees of the other parties for any purpose whatsoever, nor shall they or any of them have any authority or right to assume or create any obligation of any kind or nature, express or implied, on behalf of the other party.

11.6 Compliance with Laws. Distributor shall comply with and obey all laws, rules, regulations, judgments, treaties and other official pronouncements in the Territory and any other jurisdiction with respect to the distribution and sale of the Products in the Territory. Distributor shall not export or import the Product from any jurisdiction without first obtaining all necessary export or import permits, clearances or other documentation. At Distributor’s request and expense, the Company shall render reasonable assistance in the application for such permits, clearances and other documentation.

11.7 Disputes. All disputes, controversies or differences which may arise be- tween the parties out of or in relation or in connection with this Agreement or the breach thereof shall be finally settled by binding arbitration conducted in Colorado in accordance with the then existing Rules of the American Arbitration Association or other rules mutually acceptable to the parties. Judgment upon the award by the arbitrators may be entered in any court having jurisdiction thereof.

 

11 | Page

11.8 Choice of Law. This Agreement shall be construed and determined in accordance-with the laws of the State of California without regard to its choice of law principles. The parties expressly exclude application of the United Nations Convention for the International Sale of Goods to any transaction hereunder.

11.9 Force Majeure. Neither party shall be liable to the other party for any loss, injury, delay, damage or other casualties suffered or incurred by such other party due to strikes, riots, storms, fires, acts of God, war or any other cause beyond the reasonable control of either party, except for the payment of any money which may be due pursuant to the terms of this Agreement.

11.10 Assignment. Neither this Agreement nor any of the rights, interests or obligations of the Distributor under this Agreement shall be assigned, delegated or sub- contracted without the prior written consent of the Company. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their permitted successors and assigns. In the event that the Company is purchased this agreement shall remain in effect. The buyer of the Company shall have the right to make a reasonable offer to buy out rights of the Distributor. The Distributor shall not reject a reasonable offer.

11.11 Entire Agreement. This Agreement constitutes the entire agreement of the parties with respect to the subject matter hereof and supersedes all prior negotiations, understandings and agreements between the parties regarding the subject matter of this Agreement. This Agreement may not be amended except by written agreement executed by the parties.

11.12 Descriptive Headings. The descriptive headings contained in this Agreement are for convenience only and are not to be used in the construction or interpretation of this Agreement.

Signed, sealed and delivered by a duly authorized representative of each party hereto as of the date below written.

 

12 | Page

Company Camino Products, LLC		Distributor Carepoint Nutrients, LLC
By:	/s/ Mark Kappico	By:	/s/ Richard C. Weiner
Name:	Mark Kappico	Name	Richard C. Weiner
Title:	Managing Partner	Title:	CEO
Date:	May 5, 2017	Date:	May 5, 2017

13 | Page

EX-10.3

EXHIBIT 10.3

STOCK PLEDGE AGREEMENT

This STOCK PLEDGE AGREEMENT, dated as of this 4th day of May 2017 (this "Agreement"), made by and among Richard C. Weiner, a Colorado limited liability corporation (the "Pledgor"), in favor of Shim Kyoung Hwa (the "Secured Party").

WHEREAS, as of the date hereof, the Secured Party has received a promissory note dated April 12, 2017 in an unpaid principal amount of Three Thousand Eight Hundred and Fifty United States Dollars ($3,850) made by the Pledgor and payable to the order of the Secured Party (the “Note”). Capitalized terms used but not otherwise defined herein shall have the meanings assigned to such terms in the Note;

WHEREAS, this Agreement is given by the Pledgor in favor of the Secured Party to secure the payment and performance of all of the Secured Obligations; and

NOW, THEREFORE, in consideration of the mutual covenants, terms and conditions set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. Definitions.

(a) For purposes of this Agreement, the following terms shall have the following meanings:

"Collateral" has the meaning set forth in Section 2.

"Event of Default" has the meaning set forth in the Note.

"Pledged Shares" means the shares of common stock owned by the Pledgor listed as Exhibit A, and the certificates, instruments and agreements representing the common stock and includes any securities or other interests, howsoever evidenced or denominated, received by the Pledgor in exchange for or as a dividend or distribution on or otherwise received in respect of the common stock.

"Proceeds" means "proceeds" as such term is defined in Section 9-102 of the UCC and, in any event, shall include, without limitation, all dividends or other income from the Pledged Shares, collections thereon or distributions with respect thereto.

"Secured Obligations" has the meaning set forth in Section 3.

"UCC" means the Uniform Commercial Code as in effect from time to time in the State of Nevada, or, when the laws of any other state govern the method or manner of the perfection or enforcement of any security interest in any of the Collateral, the Uniform Commercial Code as in effect from time to time in such state.

2. Pledge. The Pledgor hereby pledges, assigns and grants to the Secured Party, and hereby creates a continuing first priority lien and security interest in favor of the Secured Party in and to all of its right, title and interest in and to the following, wherever located, whether now existing or hereafter from time to time arising or acquired (collectively, the "Collateral"):

(a) the Pledged Shares; and

(b) all Proceeds and products of the foregoing.

3. Secured Obligations. The Collateral secures the due and prompt payment and performance of:

(a) the obligations of the Pledgor from time to time arising under the Note, this Agreement or otherwise with respect to the due and prompt payment of (i) the principal of and premium, if any, and interest pursuant to the Note (including interest accruing during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding), when and as due, whether at maturity, by acceleration, upon one or more dates set for prepayment or otherwise and (ii) all other monetary obligations, including fees, costs, attorneys' fees and disbursements, reimbursement obligations, contract causes of action, expenses and indemnities, whether primary, secondary, direct or indirect, absolute or contingent, due or to become due, now existing or hereafter arising, fixed or otherwise (including monetary obligations incurred during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding), of the Pledgor under or in respect of the Note and this Agreement; and

(b) all other covenants, duties, debts, obligations and liabilities of any kind of the Pledgor under or in respect of the Note, this Agreement or any other document made, delivered or given in connection with any of the foregoing, in each case whether evidenced by a note or other writing, whether allowed in any bankruptcy, insolvency, receivership or other similar proceeding, whether arising from an extension of credit, issuance of a letter of credit, acceptance, loan, guaranty, indemnification or otherwise, and whether primary, secondary, direct or indirect, absolute or contingent, due or to become due, now existing or hereafter arising, fixed or otherwise (all such obligations, covenants, duties, debts, liabilities, sums and expenses set forth in Section 3 being herein collectively called the "Secured Obligations").

2

4. Escrow.

(a) The Pledgor and Secured Party hereby appoint Philip Magri, Esq. of The Magri Law Firm, PLLC to serve as the escrow agent (the “Escrow Agent”) authorized to hold the Pledged Shares pursuant to the terms and conditions of this Agreement and the Note.

(b) The Pledgor shall take all actions as may be requested from time to time by the Secured Party so that control of such Collateral is obtained and at all times held by the Escrow Agent. All of the foregoing shall be at the sole cost and expense of the Pledgor.

(c) The Pledgor agrees to provide all information required by the Secured Party pursuant to this Section promptly to the Secured Party upon request.

5. Representations and Warranties. The Pledgor represents and warrants as follows:

(a) The Pledged Shares have been duly authorized and validly issued, and are fully paid and non-assessable and subject to no options to purchase or similar rights. All information set forth herein relating to the Pledged Shares is accurate and complete.

(b) At the time the Collateral becomes subject to the lien and security interest created by this Agreement, the Pledgor will be the sole, direct, legal and beneficial owner thereof, free and clear of any lien, security interest, encumbrance, claim, option or right of others except for the security interest created by this Agreement.

(c) The pledge of the Collateral pursuant to this Agreement creates a valid and perfected first priority security interest in the Collateral, securing the payment and performance when due of the Secured Obligations.

(d) It has full power, authority and legal right to pledge the Collateral pursuant to this Agreement.

(e) Each of this Agreement and the Note has been duly authorized, executed and delivered by the Pledgor and constitutes a legal, valid and binding obligation of the Pledgor enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors' rights generally and subject to equitable principles (regardless of whether enforcement is sought in equity or at law).

(f) No authorization, approval, or other action by, and no notice to or filing with, any governmental authority, regulatory body or any other entity is required for the Note and the pledge by the Pledgor of the Collateral pursuant to this Agreement or for the execution and delivery of the Note and this Agreement by the Pledgor or the performance by the Pledgor of its obligations thereunder.

3

(g) The execution and delivery of the Note and this Agreement by the Pledgor and the performance by the Pledgor of its obligations thereunder, will not violate any provision of any applicable law or regulation or any order, judgment, writ, award or decree of any court, arbitrator or governmental authority, domestic or foreign, applicable to the Pledgor or any of its property, or the organizational or governing documents of the Pledgor or any agreement or instrument to which the Pledgor is party or by which it or its property is bound.

(h) The Pledgor, if requested, shall cause the Pledged Shares to be registered in the name of the Secured Party. Without limiting the foregoing, all certificates, agreements or instruments representing or evidencing the Pledged Shares in existence on the date hereof have been delivered to the Escrow Agent in suitable form for transfer by delivery or accompanied by duly executed instruments of transfer or assignment in blank.

6. Dividends and Voting Rights.

(a) The Secured Party agrees that unless an Event of Default shall have occurred and be continuing, the Pledgor may, to the extent the Pledgor has such right as a holder of the Pledged Shares, vote and give consents, ratifications and waivers with respect thereto, and from time to time, upon request from the Pledgor, the Secured Party shall deliver to the Pledgor suitable proxies so that the Pledgor may cast such votes, consents, ratifications and waivers.

(b) The Secured Party agrees that the Pledgor may, unless an Event of Default shall have occurred and be continuing, receive and retain all dividends and other distributions with respect to the Pledged Shares.

7. Further Assurances.

(a) The Pledgor shall, at its own cost and expense, defend title to the Collateral and the first priority lien and security interest of the Secured Party therein against the claim of any person claiming against or through the Pledgor and shall maintain and preserve such perfected first priority security interest for so long as this Agreement shall remain in effect.

(b) The Pledgor agrees that at any time and from time to time, at the expense of the Pledgor, the Pledgor will promptly execute and deliver all further instruments and documents, obtain such agreements from third parties, and take all further action, that may be necessary or desirable, or that the Secured Party may reasonably request, in order to perfect and protect any security interest granted hereby or to enable the Secured Party to exercise and enforce its rights and remedies hereunder or under any other agreement with respect to any Collateral.

4

8. Transfers and Other Liens. The Pledgor agrees that it will not sell, offer to sell, dispose of, convey, assign or otherwise transfer, grant any option with respect to, restrict, or grant, create, permit or suffer to exist any mortgage, pledge, lien, security interest, option, right of first offer, encumbrance or other restriction or limitation of any nature whatsoever on, any of the Collateral or any interest therein except as expressly provided for herein or with the prior written consent of the Secured Party.

9. Secured Party Appointed Attorney-in-Fact. The Pledgor hereby appoints the Secured Party the Pledgor's attorney-in-fact, with full authority in the place and stead of the Pledgor and in the name of the Pledgor or otherwise, from time to time during the continuance of an Event of Default in the Secured Party's discretion to take any action and to execute any instrument which the Secured Party may deem necessary or advisable to accomplish the purposes of this Agreement, including, without limitation, to receive, endorse and collect all instruments made payable to the Pledgor representing any dividend, interest payment or other distribution in respect of the Collateral or any part thereof and to give full discharge for the same (but the Secured Party shall not be obligated to and shall have no liability to the Pledgor or any third party for failure to do so or take action). Such appointment, being coupled with an interest, shall be irrevocable. The Pledgor hereby ratifies all that said attorneys shall lawfully do or cause to be done by virtue hereof.

10. Secured Party May Perform. If the Pledgor fails to perform any obligation contained in this Agreement, the Secured Party may itself perform, or cause performance of, such obligation, and the expenses of the Secured Party incurred in connection therewith shall be payable by the Pledgor; provided that the Secured Party shall not be required to perform or discharge any obligation of the Pledgor.

11. Remedies Upon Default. If any Event of Default shall have occurred and be continuing:

(a) The Secured Party may, without any other notice to or demand upon the Pledgor and the Escrow Agent, assert all rights and remedies of a secured party under the UCC or other applicable law, including, without limitation, the right to take possession of, convert, liquidate or dispose of all or any portion of the Collateral. Written notice mailed to the Pledgor at its notice address as provided in Section 14 hereof ten (10) days prior to the date of such assertion shall constitute reasonable notice, but notice given in any other reasonable manner shall be sufficient. To the extent permitted by applicable law, the Pledgor waives all claims, damages and demands it may acquire against the Secured Party arising out of the exercise by it of any rights hereunder. The Pledgor hereby waives and releases to the fullest extent permitted by law any right or equity of redemption with respect to the Collateral, whether before or after sale hereunder, and all rights, if any, of marshalling the Collateral and any other security for the Secured Obligations or otherwise

5

(b) All rights of the Pledgor to (i) exercise the voting and other consensual rights it would otherwise be entitled to exercise pursuant to Section 6(a) and (ii) receive the dividends and other distributions which it would otherwise be entitled to receive and retain pursuant to Section 6(b), shall immediately cease, and all such rights shall thereupon become vested in the Secured Party, which shall have the sole right to exercise such voting and other consensual rights and receive and hold such dividends and other distributions as Collateral.

(c) If the Secured Party shall determine to exercise its rights to sell all or any of the Collateral pursuant to this Section, the Pledgor agrees that, upon request of the Secured Party, the Pledgor will, at its own expense, do or cause to be done all such acts and things as may be necessary to make such sale of the Collateral or any part thereof valid and binding and in compliance with applicable law.

12. No Waiver and Cumulative Remedies. The Secured Party shall not by any act (except by a written instrument pursuant to Section 13), delay, indulgence, omission or otherwise be deemed to have waived any right or remedy hereunder or to have acquiesced in any Default or Event of Default. All rights and remedies herein provided are cumulative and are not exclusive of any rights or remedies provided by law.

13. Amendments. None of the terms or provisions of this Agreement may be amended, modified, supplemented, terminated or waived, and no consent to any departure by the Pledgor therefrom shall be effective unless the same shall be in writing and signed by the Secured Party and the Pledgor, and then such amendment, modification, supplement, waiver or consent shall be effective only in the specific instance and for the specific purpose for which made or given.

14. Addresses For Notices. All notices and other communications provided for in this Agreement shall be in writing and shall be given in the manner and become effective as provided by the parties, and addressed to the respective parties at their addresses as specified on the signature pages hereof or as to either party at such other address as shall be designated by such party in a written notice to each other party.

15. Continuing Security Interest; Further Actions. This Agreement shall create a continuing first priority lien and security interest in the Collateral and shall (a) subject to Section 16, remain in full force and effect until payment and performance in full of the Secured Obligations, (b) be binding upon the Pledgor, its successors and assigns, and (c) inure to the benefit of the Secured Party and its successors, transferees and assigns; provided that the Pledgor may not assign or otherwise transfer any of its rights or obligations under this Agreement without the prior written consent of the Secured Party. Without limiting the generality of the foregoing clause (c), any assignee of the Secured Party's interest in any agreement or document which includes all or any of the Secured Obligations shall, upon assignment in accordance with the Note, become vested with all the benefits granted to the Secured Party herein with respect to such Secured Obligations.

6

16. Termination; Release. On the date on which the Note and other Secured Obligations have been paid and performed in full, the Escrow Agent will, at the request and sole expense of the Pledgor, (a) deliver to or at the direction of the Pledgor (without recourse and without any representation or warranty) such of the Collateral as may then remain in the possession of the Escrow Agent, and (b) execute and deliver to the Pledgor a proper instrument or instruments acknowledging the satisfaction and termination of this Agreement.

17. Governing Law. This Agreement and any claim, controversy, dispute or cause of action (whether in contract or tort or otherwise) based upon, arising out of or relating to this Agreement or the Note (except, as to the Note, as expressly set forth therein) and the transactions contemplated hereby and thereby shall be governed by, and construed in accordance with, the laws of the State of Nevada.

18. Counterparts. This Agreement and any amendments, waivers, consents or supplements hereto may be executed in counterparts (and by different parties hereto in different counterparts); each of which shall constitute an original, but all taken together shall constitute a single contract. Delivery of an executed counterpart of a signature page to this Agreement by facsimile or in electronic (i.e., "pdf" or "tif") format shall be effective as delivery of a manually executed counterpart of this Agreement. This Agreement constitute the entire contract among the parties with respect to the subject matter hereof and supersede all previous agreements and understandings, oral or written, with respect thereto.

[SIGNATURE PAGE FOLLOWS]

7

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.

Pledgor:	RICHARD C. WEINER
	By:	/s/ Richard C. Weiner
	Name:	Richard C. Weiner
Secured Party:
		/s/ Shim Kyoung Hwa
	Name:	Shim Kyoung Hwa

8

Exhibit A

Shareholder	Number of Shares of Global Quest, Ltd., a Nevada Corporation
Richard C. Weiner	3,500,000

9

EX-10.4

EXHIBIT 10.4

STOCK PLEDGE AGREEMENT

This STOCK PLEDGE AGREEMENT, dated as of this 4th day of May 2017 (this "Agreement"), made by and among Richard C. Weiner (the "Pledgor"), in favor of Shin Dong Hyun (the "Secured Party").

WHEREAS, as of the date hereof, the Secured Party has received a promissory note dated April 12, 2017 in an unpaid principal amount of Three Thousand Eight Hundred and Fifty United States Dollars ($3,850) made by the Pledgor and payable to the order of the Secured Party (the “Note”). Capitalized terms used but not otherwise defined herein shall have the meanings assigned to such terms in the Note;

WHEREAS, this Agreement is given by the Pledgor in favor of the Secured Party to secure the payment and performance of all of the Secured Obligations; and

NOW, THEREFORE, in consideration of the mutual covenants, terms and conditions set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. Definitions.

(a) For purposes of this Agreement, the following terms shall have the following meanings:

"Collateral" has the meaning set forth in Section 2.

"Event of Default" has the meaning set forth in the Note.

"Pledged Shares" means the shares of common stock owned by the Pledgor listed as Exhibit A, and the certificates, instruments and agreements representing the common stock and includes any securities or other interests, howsoever evidenced or denominated, received by the Pledgor in exchange for or as a dividend or distribution on or otherwise received in respect of the common stock.

"Proceeds" means "proceeds" as such term is defined in Section 9-102 of the UCC and, in any event, shall include, without limitation, all dividends or other income from the Pledged Shares, collections thereon or distributions with respect thereto.

"Secured Obligations" has the meaning set forth in Section 3.

"UCC" means the Uniform Commercial Code as in effect from time to time in the State of Nevada, or, when the laws of any other state govern the method or manner of the perfection or enforcement of any security interest in any of the Collateral, the Uniform Commercial Code as in effect from time to time in such state.

2. Pledge. The Pledgor hereby pledges, assigns and grants to the Secured Party, and hereby creates a continuing first priority lien and security interest in favor of the Secured Party in and to all of its right, title and interest in and to the following, wherever located, whether now existing or hereafter from time to time arising or acquired (collectively, the "Collateral"):

(a) the Pledged Shares; and

(b) all Proceeds and products of the foregoing. 

3. Secured Obligations. The Collateral secures the due and prompt payment and performance of:

(a) the obligations of the Pledgor from time to time arising under the Note, this Agreement or otherwise with respect to the due and prompt payment of (i) the principal of and premium, if any, and interest pursuant to the Note (including interest accruing during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding), when and as due, whether at maturity, by acceleration, upon one or more dates set for prepayment or otherwise and (ii) all other monetary obligations, including fees, costs, attorneys' fees and disbursements, reimbursement obligations, contract causes of action, expenses and indemnities, whether primary, secondary, direct or indirect, absolute or contingent, due or to become due, now existing or hereafter arising, fixed or otherwise (including monetary obligations incurred during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding), of the Pledgor under or in respect of the Note and this Agreement; and

(b) all other covenants, duties, debts, obligations and liabilities of any kind of the Pledgor under or in respect of the Note, this Agreement or any other document made, delivered or given in connection with any of the foregoing, in each case whether evidenced by a note or other writing, whether allowed in any bankruptcy, insolvency, receivership or other similar proceeding, whether arising from an extension of credit, issuance of a letter of credit, acceptance, loan, guaranty, indemnification or otherwise, and whether primary, secondary, direct or indirect, absolute or contingent, due or to become due, now existing or hereafter arising, fixed or otherwise (all such obligations, covenants, duties, debts, liabilities, sums and expenses set forth in Section 3 being herein collectively called the "Secured Obligations").

2

4. Escrow.

(a) The Pledgor and Secured Party hereby appoint Philip Magri, Esq. of The Magri Law Firm, PLLC to serve as the escrow agent (the “Escrow Agent”) authorized to hold the Pledged Shares pursuant to the terms and conditions of this Agreement and the Note.

(b) The Pledgor shall take all actions as may be requested from time to time by the Secured Party so that control of such Collateral is obtained and at all times held by the Escrow Agent. All of the foregoing shall be at the sole cost and expense of the Pledgor.

(c) The Pledgor agrees to provide all information required by the Secured Party pursuant to this Section promptly to the Secured Party upon request.

5. Representations and Warranties. The Pledgor represents and warrants as follows:

(a) The Pledged Shares have been duly authorized and validly issued, and are fully paid and non-assessable and subject to no options to purchase or similar rights. All information set forth herein relating to the Pledged Shares is accurate and complete.

(b) At the time the Collateral becomes subject to the lien and security interest created by this Agreement, the Pledgor will be the sole, direct, legal and beneficial owner thereof, free and clear of any lien, security interest, encumbrance, claim, option or right of others except for the security interest created by this Agreement.

(c) The pledge of the Collateral pursuant to this Agreement creates a valid and perfected first priority security interest in the Collateral, securing the payment and performance when due of the Secured Obligations.

(d) It has full power, authority and legal right to pledge the Collateral pursuant to this Agreement.

(e) Each of this Agreement and the Note has been duly authorized, executed and delivered by the Pledgor and constitutes a legal, valid and binding obligation of the Pledgor enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors' rights generally and subject to equitable principles (regardless of whether enforcement is sought in equity or at law).

(f) No authorization, approval, or other action by, and no notice to or filing with, any governmental authority, regulatory body or any other entity is required for the Note and the pledge by the Pledgor of the Collateral pursuant to this Agreement or for the execution and delivery of the Note and this Agreement by the Pledgor or the performance by the Pledgor of its obligations thereunder.

3

(g) The execution and delivery of the Note and this Agreement by the Pledgor and the performance by the Pledgor of its obligations thereunder, will not violate any provision of any applicable law or regulation or any order, judgment, writ, award or decree of any court, arbitrator or governmental authority, domestic or foreign, applicable to the Pledgor or any of its property, or the organizational or governing documents of the Pledgor or any agreement or instrument to which the Pledgor is party or by which it or its property is bound.

(h) The Pledgor, if requested, shall cause the Pledged Shares to be registered in the name of the Secured Party. Without limiting the foregoing, all certificates, agreements or instruments representing or evidencing the Pledged Shares in existence on the date hereof have been delivered to the Escrow Agent in suitable form for transfer by delivery or accompanied by duly executed instruments of transfer or assignment in blank.

6. Dividends and Voting Rights.

(a) The Secured Party agrees that unless an Event of Default shall have occurred and be continuing, the Pledgor may, to the extent the Pledgor has such right as a holder of the Pledged Shares, vote and give consents, ratifications and waivers with respect thereto, and from time to time, upon request from the Pledgor, the Secured Party shall deliver to the Pledgor suitable proxies so that the Pledgor may cast such votes, consents, ratifications and waivers.

(b) The Secured Party agrees that the Pledgor may, unless an Event of Default shall have occurred and be continuing, receive and retain all dividends and other distributions with respect to the Pledged Shares.

7. Further Assurances.

(a) The Pledgor shall, at its own cost and expense, defend title to the Collateral and the first priority lien and security interest of the Secured Party therein against the claim of any person claiming against or through the Pledgor and shall maintain and preserve such perfected first priority security interest for so long as this Agreement shall remain in effect.

(b) The Pledgor agrees that at any time and from time to time, at the expense of the Pledgor, the Pledgor will promptly execute and deliver all further instruments and documents, obtain such agreements from third parties, and take all further action, that may be necessary or desirable, or that the Secured Party may reasonably request, in order to perfect and protect any security interest granted hereby or to enable the Secured Party to exercise and enforce its rights and remedies hereunder or under any other agreement with respect to any Collateral.

4

8. Transfers and Other Liens. The Pledgor agrees that it will not sell, offer to sell, dispose of, convey, assign or otherwise transfer, grant any option with respect to, restrict, or grant, create, permit or suffer to exist any mortgage, pledge, lien, security interest, option, right of first offer, encumbrance or other restriction or limitation of any nature whatsoever on, any of the Collateral or any interest therein except as expressly provided for herein or with the prior written consent of the Secured Party.

9. Secured Party Appointed Attorney-in-Fact. The Pledgor hereby appoints the Secured Party the Pledgor's attorney-in-fact, with full authority in the place and stead of the Pledgor and in the name of the Pledgor or otherwise, from time to time during the continuance of an Event of Default in the Secured Party's discretion to take any action and to execute any instrument which the Secured Party may deem necessary or advisable to accomplish the purposes of this Agreement, including, without limitation, to receive, endorse and collect all instruments made payable to the Pledgor representing any dividend, interest payment or other distribution in respect of the Collateral or any part thereof and to give full discharge for the same (but the Secured Party shall not be obligated to and shall have no liability to the Pledgor or any third party for failure to do so or take action). Such appointment, being coupled with an interest, shall be irrevocable. The Pledgor hereby ratifies all that said attorneys shall lawfully do or cause to be done by virtue hereof.

10. Secured Party May Perform. If the Pledgor fails to perform any obligation contained in this Agreement, the Secured Party may itself perform, or cause performance of, such obligation, and the expenses of the Secured Party incurred in connection therewith shall be payable by the Pledgor; provided that the Secured Party shall not be required to perform or discharge any obligation of the Pledgor.

11. Remedies Upon Default. If any Event of Default shall have occurred and be continuing:

(a) The Secured Party may, without any other notice to or demand upon the Pledgor and the Escrow Agent, assert all rights and remedies of a secured party under the UCC or other applicable law, including, without limitation, the right to take possession of, convert, liquidate or dispose of all or any portion of the Collateral. Written notice mailed to the Pledgor at its notice address as provided in Section 14 hereof ten (10) days prior to the date of such assertion shall constitute reasonable notice, but notice given in any other reasonable manner shall be sufficient. To the extent permitted by applicable law, the Pledgor waives all claims, damages and demands it may acquire against the Secured Party arising out of the exercise by it of any rights hereunder. The Pledgor hereby waives and releases to the fullest extent permitted by law any right or equity of redemption with respect to the Collateral, whether before or after sale hereunder, and all rights, if any, of marshalling the Collateral and any other security for the Secured Obligations or otherwise

5

(b) All rights of the Pledgor to (i) exercise the voting and other consensual rights it would otherwise be entitled to exercise pursuant to Section 6(a) and (ii) receive the dividends and other distributions which it would otherwise be entitled to receive and retain pursuant to Section 6(b), shall immediately cease, and all such rights shall thereupon become vested in the Secured Party, which shall have the sole right to exercise such voting and other consensual rights and receive and hold such dividends and other distributions as Collateral.

(c) If the Secured Party shall determine to exercise its rights to sell all or any of the Collateral pursuant to this Section, the Pledgor agrees that, upon request of the Secured Party, the Pledgor will, at its own expense, do or cause to be done all such acts and things as may be necessary to make such sale of the Collateral or any part thereof valid and binding and in compliance with applicable law.

12. No Waiver and Cumulative Remedies. The Secured Party shall not by any act (except by a written instrument pursuant to Section 13), delay, indulgence, omission or otherwise be deemed to have waived any right or remedy hereunder or to have acquiesced in any Default or Event of Default. All rights and remedies herein provided are cumulative and are not exclusive of any rights or remedies provided by law.

13. Amendments. None of the terms or provisions of this Agreement may be amended, modified, supplemented, terminated or waived, and no consent to any departure by the Pledgor therefrom shall be effective unless the same shall be in writing and signed by the Secured Party and the Pledgor, and then such amendment, modification, supplement, waiver or consent shall be effective only in the specific instance and for the specific purpose for which made or given.

14. Addresses For Notices. All notices and other communications provided for in this Agreement shall be in writing and shall be given in the manner and become effective as provided by the parties, and addressed to the respective parties at their addresses as specified on the signature pages hereof or as to either party at such other address as shall be designated by such party in a written notice to each other party.

15. Continuing Security Interest; Further Actions. This Agreement shall create a continuing first priority lien and security interest in the Collateral and shall (a) subject to Section 16, remain in full force and effect until payment and performance in full of the Secured Obligations, (b) be binding upon the Pledgor, its successors and assigns, and (c) inure to the benefit of the Secured Party and its successors, transferees and assigns; provided that the Pledgor may not assign or otherwise transfer any of its rights or obligations under this Agreement without the prior written consent of the Secured Party. Without limiting the generality of the foregoing clause (c), any assignee of the Secured Party's interest in any agreement or document which includes all or any of the Secured Obligations shall, upon assignment in accordance with the Note, become vested with all the benefits granted to the Secured Party herein with respect to such Secured Obligations.

6

16. Termination; Release. On the date on which the Note and other Secured Obligations have been paid and performed in full, the Escrow Agent will, at the request and sole expense of the Pledgor, (a) deliver to or at the direction of the Pledgor (without recourse and without any representation or warranty) such of the Collateral as may then remain in the possession of the Escrow Agent, and (b) execute and deliver to the Pledgor a proper instrument or instruments acknowledging the satisfaction and termination of this Agreement.

17. Governing Law. This Agreement and any claim, controversy, dispute or cause of action (whether in contract or tort or otherwise) based upon, arising out of or relating to this Agreement or the Note (except, as to the Note, as expressly set forth therein) and the transactions contemplated hereby and thereby shall be governed by, and construed in accordance with, the laws of the State of Nevada.

18. Counterparts. This Agreement and any amendments, waivers, consents or supplements hereto may be executed in counterparts (and by different parties hereto in different counterparts); each of which shall constitute an original, but all taken together shall constitute a single contract. Delivery of an executed counterpart of a signature page to this Agreement by facsimile or in electronic (i.e., "pdf" or "tif") format shall be effective as delivery of a manually executed counterpart of this Agreement. This Agreement constitute the entire contract among the parties with respect to the subject matter hereof and supersede all previous agreements and understandings, oral or written, with respect thereto.

[SIGNATURE PAGE FOLLOWS]

7

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.

Pledgor:	RICHARD C. WEINER
	By:	/s/ Richard C. Weiner
	Name:	Richard C. Weiner
Secured Party:
		/s/ Shin Dong Hyun
	Name:	Shin Dong Hyun

8

Exhibit A

Shareholder	Number of Shares of Global Quest, Ltd., a Nevada Corporation
Richard C. Weiner	3,500,000

9