Memorandum of Understanding()

This Memorandum of Understanding(hereinafter referred to as MOU) made and entered into March , 200_ by and among Su !ier "or #, a cor oration du!y organi$ed and e%isting under the !a&s of the 'e ub!ic of (orea and ha)ing its rinci a! office at 20, ________ (orea, Manufacture *nc#, a cor oration du!y organi$ed and e%isting under the !a&s of the 'e ub!ic of (orea and ha)ing its rinci a! office at __________, (orea (hereinafter co!!ecti)e!y referred to as +endor and res ecti)e!y S" and M* in order) and ,S(-ty) .td#, a cor oration du!y organi$ed and e%isting under the !a&s of (,S ) ha)ing its rinci a! office at (,S ) (hereinafter referred to as ,S) /*T01SS1T2 3 /21'1,S, +endor and ,S desire to conc!ude this MOU rior to the main distributorshi agreement(hereinafter referred to as Main ,greement) for the sa!e and distribution of the +endor ,gricu!tura! Machinery (hereinafter referred to as Machinery)bet&een +endor and ,S 4 0O/, T21'15O'1, in consideration of the co)enants and remises contained herein, the arties agree as fo!!o&s 3

Article 1 6#6 6#2

(Appointment)

+endor sha!! a oint ,S as its e%c!usi)e distributor in ______ and non7e%c!usi)e distributor in ____________of Machinery# ,t the end of 200_, +endor may a oint ,S as its e%c!usi)e distributor in the areas mentioned abo)e e%ce t S&a$i!and in )ie& of ,S8s sa!es acti)ity during the eriod of 200_#

Article 2 2#6

(Minimum Purchase)

,S sha!! !ace order &ith +endor ha)ing an aggregate )a!ue of US9:00,000 er annum in the area of S&iss# The order sha!! not be binding un!ess and unti! it is acce ted by +endor at its discretion# /ithin ( ) days after recei t of +endor8s confirmation of order, ,S sha!! o en an irre)ocab!e at sight .etter of "redit in fa)or of +endor, or +endor8s nominee issued by an internationa! first c!ass ban; satisfactory to +endor# Un!ess other&ise agreed bet&een the arties, currency of ayment sha!! be in United States =o!!ars#

2#2

2#<

Article 3

(Effectiveness)

This MOU sha!! be effecti)e from the date in the reamb!e of this MOU, and un!ess e%tended by &ritten agreement of the arties, sha!! be terminated u on the ear!ier to occur of one of the fo!!o&ing e)ents 3 a) The e%ecution of the Main ,greement# b) ( ) months from the effecti)e date of this MOU#

Article 4

(Applicable a! )

This MOU sha!! be go)erned by and construed and inter reted in accordance &ith the !a&s of the 'e ub!ic of (orea#

Article "

(Arbitration)

,!! dis utes, contro)ersies or differences &hich may arise bet&een the arties out of or in re!ation to or in connection &ith this ,greement or for the breach thereof sha!! be fina!!y sett!ed by arbitration in Seou!, (orea in accordance &ith the "ommercia! ,rbitration 'u!es of the (orean "ommercia! ,rbitration >oard and under the !a& of (orea# The a&ard rendered by the arbitrator(s) sha!! be fina! and binding u on both arties concerned#

Article #

($arrant%& After 'ervice and (thers)

=etai!ed terms and conditions not sti u!ated in this MOU inc!uding &arranty and after7 sa!es ser)ice of Machinery sha!! be agreed in the Main ,greement#

*0 /*T01SS /21'1O5, the arties hereto ha)e caused their du!y re resentati)e to e%ecute this MOU as of the date first &ritten abo)e# Su !ier "or # >y 3 Tit!e 3 ,S (-ty) .td# >y 3 Tit!e 3 Manufacture *nc# >y 3 Tit!e 3