JOINT VENTURE AGREEMENT

THIS AGREEMENT is entered into this [ 1st ] day of [ June, 2008 ] by and betwe

en [ X, INC. ] a corporation organized and existing under the laws of the Republic o

f Korea(hereinafter referred to as "Korea"), with its principal office at [ 159, Samsung-

dong, Kangnam-ku, Seoul, Korea ] (hereinafter referred to as "X") and [ Y CO., LTD. ]

a company organized and existing under the laws of the State of [ New York, Unite

d States of America ], with its principal office at [ 140, 51st, West, New York, N.Y., U

nited States of America ](hereinafter referred to as "Y").

WITNESSETH:

WHEREAS, [ X ] is engaged in the business of [ promoting the sale and distributi

on of various goods ] in Korea; and

WHEREAS, [ Y ], which is engaged in the business of [ manufacturing and selling

the computers and possesses valuable technology, considerable skill and experience

relating to the design and manufacture thereof in the United States ]; and

WHEREAS, the parties hereto desire to establish a company in Korea, for the prin

cipal purpose of [ engaging in the business of manufacturing and selling of the com

puter ].

NOW THEREFORE, for and in consideration of the premises and mutual covenants

herein contained, [ X ] and [ Y ] hereby agree as follows:

Section 1.00 DEFINITIONS

When used in this Agreement, each of the terms set forth in this section shall h

ave the meaning indicated:

1.01 "NEWCO"

The joint stock company to be incorporated under the laws of Korea by the part

ies hereto in the manner provided in section 3.00 hereof, and to be known in Korea

n as "[ NEWCO Chusic Hoesa ]" and in English as "[ NEWCO Co., Ltd. ]".

1.02 "EFFECTIVE DATE"

The date of the signing of this Agreement.

1.03 "ASSOCIATED AGREEMENTS"

Those agreements related to this Agreement which are to be entered into betwe

en or among [ X ], [ Y ] and NEWCO, as the case may be, pursuant to section 4.00

hereof.

1.04 "SHARES"

Those shares of par value common voting stock which are to be issued by NEW

CO to the promoters of NEWCO and the parties hereto in exchange for their respect

ive contributions which are to be made pursuant to section 3.00 hereof, as well as a

ny additional shares of the capital stock NEWCO which may be issued from time to
time pursuant to section 7.00 hereof or otherwise.

1.05 "AFFILIATE"

Any corporation, other juridical entity, partnership or other business enterprise :

1.05.1 which owns or controls, directly or indirectly, fifty percent(50%) or more

of the voting rights with respect to the election of directors of either party hereto;

1.05.2 of which fifty percent (50%) or more of the voting rights with respect to

the election of directors is owned or controlled, directly or indirectly, by a party her

eto;

1.05.3 of which fifty percent (50%) or more of the voting rights with respect to

the election of directors is owned or controlled, directly or indirectly, by any corpor

ation, other juridical entity, partnership or other business enterprise qualifying under

sub-paragraph 1.05.1 or 1.05.2 above.

Section 2.00 APPROVALS BY GOVERNMENTS

2.01 Promptly after the execution of this Agreement, [ Y ] shall make application

to the appropriate authorities of the Korean Government for approvals under the En

forcement Rules of the Foreign Investment Promotion Act, of the acquisition by [ Y ]

of shares of NEWCO and of the technical assistance to be rendered to NEWCO by

[ Y ] pursuant to certain of the Associated Agreements, and for such other licenses

or approvals therefor under the Foreign Exchange Transactions Act as may be require

d by said Law. Such licenses or approvals, if any, must include assurance by the Kor

ean Government of the convertibility and remittance in United States dollar currency

to a bank in [ the United States of America ] designated by [ Y ] of any and all divi

dends, royalties, interest payments, reimbursable costs, and repatriated capital and an

y other payment to [ Y ] contemplated under this Agreement and all Associated Agr

eements, during any period in which any such agreements are in effect. [ X ] will ext

end all reasonable assistance to [ Y ] in obtaining such licenses or approvals.

2.02 Promptly after the execution of this Agreement, [ Y ] shall prepare and file

applications for such rulings, licenses or other approvals as it may be required to ob

tain pursuant to the [ United States Export Control Act ] in connection with the discl

osure to and use by NEWCO of [ Y ]'s Technical Information in accordance with this

Agreement or any of the Associated Agreements.

2.03 Except with respect to the obligation hereby acknowledged by the parties to

cooperate in good faith in the diligent prosecution of the applications referred to in

paragraphs 2.01 and 2.02 above, this Agreement shall remain wholly executory and

conditional until such time as full authorization required by the provisions of Paragra

phs 2.01 and 2.02 shall have been obtained.

Section 3.00 FORMATION OF NEWCO

 3.01 Organization and Registration

As soon as practically possible after the EFFECTIVE DATE, [ X ] and [ Y ] shall ca

use NEWCO to be organized and registered under the laws of Korea. The registered

principal office of NEWCO shall be located at [ 123, Shinsadong, Kangnamku, Seoul,

Korea ]. The parties hereto shall closely cooperate and consult with each other with r

espect to the procedures and particulars of the organization and registration of NEW

CO.

3.02 Articles of Incorporation and Regulations of the Board of Directors

At the time of the organization and registration of NEWCO pursuant to Paragrap

h 3.01 hereof, the parties hereto shall cause NEWCO to adopt the Articles of Incorpo

ration annexed hereto and marked as Exhibit [ 1 ], and the regulations of the Board

of Directors annexed hereto and marked as Exhibit [ 2 ].

3.03 Authorized and Paid-in Capital

At the time of the organization and registration of NEWCO pursuant to Paragrap

h 3.01 hereof, NEWCO shall have an authorized capital of [ \10,000,000,000. ] and a

paid-in capital of [ \5,000,000,000. ].

3.04 Capital Contributions by [ X ] and [ Y ]

Of the initial paid-in capital of NEWCO, [ X ] and promoters designated by it sh

all contribute in cash the sum of [ \2,500,000,000. ] in exchange for the issuance by

NEWCO of [ 500,000. ] shares of common voting stock of NEWCO having a par val
ue of [ five thousand Won (\5,000) ] per share. [ Y ] shall contribute in cash the su

m of [ \2,500,000,000. ], in exchange for the issuance by NEWCO of [ 500,000. ] sha

res of common voting stock of NEWCO having a par value of [ five thousand Won (

\5,000.) ] per share. [ X ] and [ Y ] shall pay such amounts above to the [ bank n

ame ] bank account, in the name of NEWCO, in Korean Won.

3.05 Ratio of Shares : According to this Agreement, [ X ] and [ Y ] shall have [

]% and [ ]% of the total shares of NEWCO, respectively.

3.05 Formation Costs

All costs and expenses of the formation of NEWCO shall, to the extent the same

are not incurred or assumed by NEWCO, be borne equally by the parties hereto. Ex

penses incurred by each party up to time of execution of this Agreement, including t

ravel expenses and legal fees, shall be borne by the party so incurring such expense

s.

3.07 Preemptive Rights

[ X ] and [ Y ] shall have preemptive rights for the new shares, convertible bond

s and other equity securities that shall be issued after the formation of NEWCO, in p

roportion to their ratio of shares.

Section 4.00 ASSOCIATED AGREEMENTS

 [Immediately, after the registration of NEWCO, the following agreements shall be

entered into between the relevant parties :

(i) License Agreement between [ Y ] and NEWCO

(ii) Management Assistance Agreement between [ X ] and NEWCO

(iii) Distributorship Agreement between [ X ] and NEWCO

(iv) Plant and Equipment Lease Agreement between [ X ] and NEWCO

(v) Personnel Transfer Agreement between NEWCO and [ X ]

(?) Technical Assistance and Technology Transfer Agreement between NEWC

O and [ Y ]

Section 5.00 MANAGEMENT OF NEWCO

5.01 Meetings and Resolutions of Shareholders

Meeting of the shareholders shall be held in Korea or at such other place as the

Board of Directors shall determine subject to the unanimous written consent of the

shareholders. Except as otherwise provided by the Articles of Incorporation of NEWC

O or as otherwise required by mandatory provisions or Korean law, resolutions of a

general meeting of the shareholders of NEWCO shall be adopted by a majority vote

of the shareholders present at a meeting at which more than half of total number o

f shares issued are represented in person or by proxy. To the extent now or hereinaf

ter permitted by law, shareholders shall have the right to act by written consent in li
eu of holding a general shareholder's meeting. All other matters concerning sharehol

ders shall be determined in accordance with the Articles of Incorporation of NEWCO,

or as otherwise required by mandatory provisions of law.

5.02 The Board of Directors of NEWCO

Except as otherwise required by mandatory provisions of law or provided for in t

he Articles of Incorporations of NEWCO, responsibility for the management, direction

and control of NEWCO shall be vested in the Board of Directors of NEWCO. The Bo

ard of Directors may delegate authority for management of NEWCO to officers of N

EWCO in accordance with resolutions duly passed and as consistent with the Articles

of Incorporation and mandatory provisions of law.

5.02.1 The directors of NEWCO shall be elected at general meetings of shareho

lders. The Articles of Incorporations of NEWCO shall provide for the election of [ eig

ht ] Directors and it is understood and agreed by the parties hereto that [ four (4) ]

of the Directors of NEWCO shall be individuals nominated by [ X ], and [ four (4) ]

of the Directors shall be individuals nominated by [ Y ].

5.02.2 Meetings of the Board of Directors of NEWCO shall be convened and co

nducted not less than [ once ] during each accounting period of NEWCO. Meetings

of the Board of Directors shall be called by the President of NEWCO or such other

officer or Directors as may be designated by the Board of Directors; provided, howev

er, that [ X ] agrees to cause the President of NEWCO or such other officer or direc
tor as may be designated by the Board of Directors as aforesaid and who has been

nominated by [ X ], to convene a Board of Directors meeting at any time when [ Y

] indicates that in its opinion there is an important reason for holding such a meetin

g.

5.02.3 The parties hereto shall cause Directors of NEWCO nominated by them i

n accordance with Paragraph 5.02.2 hereof to submit to the Board of Directors for a

pproval any matter requiring such approval pursuant to the Articles of Incorporation,

the next section hereof or regulations of the Board of Directors of NEWCO.

5.03 Representative Directors

NEWCO shall have not more than two (2) Representative Directors who shall be

appointed by the Board of Directors of NEWCO from among the members of said B

oard in the following manner :

5.03.1 The parties hereto shall initially cause the Board of Directors of NEWCO

to appoint only one(1) Representative Director, who shall be an individual nominated

by [ X ] and acceptable to [ Y ].

5.03.2 In addition to the Representative Director elected in accordance with abo

ve sub-paragraph 5.03.1 hereof, [ Y ] shall have the option at any time to request th

at one of the Directors of NEWCO nominated by [ Y ] and acceptable to [ X ] shall

be elected as the second Representative Director. In the event such request is made

by [ Y ], the parties hereto shall immediately cause the Board of Directors of NEWC
O to elect such additional Representative Director. Such additional Representative Dir

ector shall be resident in Korea and shall be a full-time employee or officer of NEW

CO.

5.04 President and Vice-President

5.04.1 NEWCO shall have a President who shall be the representative Director n

ominated by [ X ] and acceptable to [ Y ] in accordance with sub-paragraph 5.03.1 h

ereof. The president shall serve as the Chief Executive of NEWCO and, subject to the

authority of the Board of Directors, shall carry out the daily business of NEWCO an

d shall preside at meetings of the Board of Directors.

5.04.2 NEWCO may have a Vice-President who shall be a Director nominated b

y [ Y ] and acceptable to [ X ]. Should an additional Representative Director be elect

ed in accordance with sub-paragraph 5.03.2, such additional Representative Director s

hall serve as the Vice-President. The Vice-President shall assist the President of NEW

CO and shall preside at meetings of the Board of Directors in the absence of the Pr

esident.

5.05 Auditor

NEWCO shall have [ one(1) ] statutory auditor who shall be nominated by [ X ]

and acceptable to [ Y ].

5.06 Cooperation in Election of Directors, Representative Director(s) and Auditor

 Each of the parties hereto hereby covenants and agrees to vote its shares of NE

WCO, and to cause the Directors of NEWCO nominated by it to cast their votes, so

as to appoint as Directors, Representative Director(s) and auditor of NEWCO, as the

case may be, individuals qualified under the foregoing provisions of this section 5.00.

In the event of the death, incapacity, resignation or the removal of a Director, Repr

esentative Director or Auditor prior to the end of his term of office, each of the part

ies hereto agrees to vote its shares of NEWCO, and to cause the Directors of NEWC

O nominated by it to cast their votes, so as to appoint as his replacement a nomine

e qualified under the said foregoing provisions of this section 5.00.

5.07 Accounting Period and Books of Account

5.07.1 Accounting Period

The accounting period of NEWCO shall commence on [ January 1st ] of each y

ear and end on [ December 31st ] of the such year; provided, however, that the first

accounting period of NEWCO shall commence as of the date of organization of NE

WCO pursuant to Paragraph 3.01 hereof and end on December 31st of that year.

5.07.2 Books of Account

NEWCO shall keep accurate books of account and financial and related records

in accordance with generally accepted Korean accounting practices, standards and pr

ocedures as prescribed by the firm of accountants to be designated pursuant to the

following paragraph.
 5.07.3 Audit

At the end of each accounting period of NEWCO, the books of account and re

cords of NEWCO shall be audited, at the expense of NEWCO, by a firm of certified

public accountants licensed to practice, and of recognized standing, in Korea, and m

utually acceptable to the parties hereto. Such firm of independent public accountants

shall prepare for and supply to [ X ] and [ Y ] certified financial reports suitable for

use by each of the parties hereto in connection with its financial and tax reports.

5.07.4 Reporting and Inspection of NEWCO Records

Promptly after the close of each semi-annual period, NEWCO shall submit to e

ach of the parties hereto in the Korean and English languages the balance sheet and

profit and loss statement of NEWCO in respect of such semiannual period. Further,

NEWCO shall make available at its principal place of business to each of the parties

hereto, or to its designated representative(s), its books of account and record, if and

when either party hereto shall so request.

Section 6.00 BUSINESS OF NEWCO

6.01 Corporate Purpose of NEWCO

The corporate purpose of NEWCO shall be to carry out the business listed in Art

icle [ - ] (Corporate Purposes) of its Articles of Incorporation annexed hereto and ma

rked as Exhibit [ 1 ]. Initially, however, the parties contemplate that NEWCO will eng
age in the manufacture and sale of products(hereinafter referred to as the "Products"

) to be produced by it under the license granted by [ Y ] in accordance with the Lic

ense Agreement annexed hereto and marked as Exhibit [ 3 ].

6.02 Sale of Products

NEWCO shall sell its products in Korea only to [ X ] in accordance with the Distr

ibutorship Agreement annexed hereto and marked as Exhibit [ 5 ] and [ X ] shall ha

ve the exclusive right to distribute NEWCO's products in Korea.

6.03 Export of Products

Except as otherwise specifically agreed to, NEWCO shall have the right to export

the Products throughout the world; provided, however, that the quantity of the Prod

ucts for export and the quantity of the Products or sale to [ X ] shall be determined

upon consultation of the parties hereto.

6.04 Selling Price for Products

Prices for the Products to be sold to [ X ] or to be exported, pursuant to paragr

aphs 6.02 and 6.03, shall be fixed by NEWCO after consultation with [ X ] and [ Y ];

provided, however, that the prices for the Products so fixed shall be competitive in

the market in which the Products are sold.

6.05 Non-Competition

The parties hereto agree not to manufacture or sell or cause its AFFILIATES to m

anufacture or sell in Korea, either directly or indirectly, any products which are comp
etitive with the Products.

6.06 Plant and Equipment of NEWCO

[ X ] shall lease to NEWCO the whole of its laboratory building and manufacturin

g facilities located in [ 1-2 Banwol-kongdan, Ahnsan-city, Kyunggi-do, Korea ] in acco

rdance with the Plant and Equipment Lease Agreement annexed hereto and marked

as Exhibit [ 6 ].

6.07 NEWCO Personnel

[ X ] shall transfer to NEWCO all of its employee currently assigned to its laborat

ory in accordance with the Personnel transfer Agreement annexed hereto and marked

as Exhibit [ 7 ].

Section 6.10 OPERATIONS OF NEWCO

6.11 Settlement between the Parties

The parties hereto shall make mutual agreement in writing prior to perform the f

ollowing business administrations or operations of NEWCO:

i) modification, amendment and deletion of Article of Incorporation;

ii) change in shareholders list or capital stock, including but not limited to, issuan

ce of new shares, capital increase or capital reduction;

iii) obtaining a loan for purposes other than issuance of bonds or company oper

ation;
 iv) merger or acquisition for the other company or business;

v) liquidation or dissolution;

vi) disposition of all or part of the assets not less than the amount of [

]; or

vii) other material changes in business of NEWCO.

6.12 Dividends

NEWCO shall distribute dividends to its shareholders according to the accounting

of each fiscal year. Date, procedure, currency and tax in regards of such distribution

shall be arranged by written agreement between the parties hereto.

Section 6.20 ACCOUNTING AND REPORT

6.21 Accounting

Accounting of NEWCO shall be consistent with the accounting standards, customs

and practice generally acceptable in the Korean legal system, and shall comply with

accounting standards, customs and practice internationally acceptable.

6.22 Account Book

NEWCO shall maintain and furnish account books and records. Any party hereto

or authorized representative thereof (including their delegator) shall have right to ins

pect such account books and records during normal business hour.

6.23 Audit

Yearly financial statement of NEWCO shall be audited by the accounting firm tha

t appointed by board of directors of NEWCO, at least [ ] times with [ ] years,

 at the expense of NEWCO.

6.24 Business Report

NEWCO shall provide quarterly business report to [ X ] and [ Y ].

Section 7.00 FINANCING

7.01 Working Capital

NEWCO shall obtain its necessary working capital over and above its share capita

l by commercial borrowing in Korea. If, as a condition to granting any such loan, the

lender requires guarantee(s), the parties shall undertake to provide the guarantee(s),

each is in proportion to its equity interest in NEWCO. In the event NEWCO is unabl

e to borrow funds considered by [ X ] and [ Y ] to be necessary, the parties agree t

o lend(directly or indirectly) to NEWCO the necessary funds in the ratio of their shar

eholdings in NEWCO up to such amounts as they may from time to time mutually a

gree upon. Each party shall make each loan to NEWCO, unless otherwise agreed, on

the same terms and conditions regarding duration, interest, repayment and otherwis

e, as the corresponding loan made by the other party.

7.02 Manner of Providing Additional Equity Capital

The Parties agree that, should it be determined by agreement between them in a

ccordance with sound and prudent business practices that additional equity capital is

required for NEWCO beyond that to be contributed pursuant to section 3.00 hereof,
 such additional equity capital will be provided by [ X ] and [ Y ], each in proportio

n to its equity interest in NEWCO. Such additional capital may be contributed in cas

h, or upon agreement of the parties, in machinery, other equipment, technology or o

ther contributions in kind at fair market value. Upon the contribution of such capital

to NEWCO the parties shall receive additional shares of common voting stock in an

amount equal to their contribution.

7.03 Condition for Obligation of [ Y ]

Anything to the contrary in this section 7.00 notwithstanding, [ Y ] shall not be r

equired to provide any guarantee, loan or additional equity capital for NEWCO unles

s and until it shall first obtain such governmental authorizations, licenses or other ap

provals as may be necessary or desirable under applicable laws or regulations in forc

e at the time; provided, however, that [ Y ] agrees to exert its best efforts to obtain

such approvals. Should [ Y ] fail to obtain such approvals and therefore fail to provi

de its share of any guarantee, loan or additional equity capital, the parties shall cons

ult to determine further steps, if any, which might be taken; provided that [ X ] will

be under no obligation to provide its share of guarantee, loan or additional equity c

apital.

Section 8.00 TRANSFERS OF SHARES

8.01 General Restriction on Transfer Etc.

 Except as otherwise expressly provided for in this section 8.00, [ X ] and [ Y ] m

utually covenant and agree not to sell, assign, pledge or in any other manner transfe

r title of rights to, or otherwise encumber, any of the shares of NEWCO held by the

m, or preemptive rights to new shares allotted to them, respectively, or to take any

action leading to or likely to result in any of the foregoing; provided, however that t

his restriction shall not be construed as prohibiting a general charge or pledge creat

ed upon the whole or the major portion of the assets of [ X ] or [ Y ].

8.02 Right of First Refusal

Each party to the extent permitted by law hereby extends to the other party a ri

ght of final refusal with respect to the sale of the share of NEWCO held by it. Accor

dingly if at any time either party desires to transfer all or any portion of the shares

of NEWCO held by it, such party shall first offer to sell said shares to the other part

y. Any such first offer shall be made in writing, and shall state the suggested purcha

se price per share and other terms and conditions. Further, any such first offer shall

state that the offer being made shall remain effective until whichever of the followin

g events shall first occur:

(i) dispatch of written notice of rejection by the party to whom such offer is ma

de of the first offer so extended; or

(ii) a lapse of [ ninety (90) ] days after the date of receipt of such first offer.

If the terms and conditions proposed by the offer of are not agreeable to the ot

her party, the parties shall negotiate in good faith during the [ 90 days ] after the d

ate of receipt of such first offer in an attempt to reach agreement. Acceptance of an

y such first offer which has been made pursuant to this Paragraph 8.02 shall be effe

ctive upon receipt by the party who made such offer of acceptance thereof, if receip

t of acceptance occurs within [ ninety(90) days ] after the date of receipt of such off

er.

8.03 Failure or Refusal to Accept First Offer

If, after a first offer has been extended pursuant to Paragraph 8.02 hereof, the of

feree shall refuse or fail to accept the offer for all or any portion of the shares of N

EWCO so offered, the offeror shall have the right, for a period of [ one hundred an

d twenty (120) days ], to offer such shares or the remaining portion thereof, as the

case may be, to any third party, at the same or higher purchase price per share and

on the same terms and conditions as were offered to the other party hereto; provid

ed that any transfer of shares of NEWCO to a third party pursuant to this Paragraph

8.03 shall be conditioned upon the full and unconditional assumption by such third

party transferee in writing of all of the obligations of the transferor provided for in t

his Agreement and all other agreements(or the agreement of the transferor to contin

ue to perform such agreements) entered into pursuant to this Agreement. If the tran

sfer shall not sell all or any portion of the said shares within the said period of [ on

e hundred and twenty(120) days ] or shall wish to sell the same at a lower price an

d/or different terms and conditions than were offered to the other party hereto, befo

re selling such shares or any of them, the transferor shall first offer such shares to t

he other party hereto in accordance with the provisions of Paragraph 8.02 hereof.
 8.04 General Requirement of Governmental Approvals

Prior to effectuation of any transfer of the share of NEWCO pursuant to the fore

going provisions of this section 8.00, both or either of the parties hereto shall make

application for and obtain such governmental approvals as shall be necessary in con

nection with any such transfer as aforesaid or acts or transactions relating thereto.

8.05 Effect of Failure to Obtain Requisite Governmental Approvals

The failure to obtain any governmental license or other approval for which applic

ation is made pursuant to Paragraph 8.04 hereof shall in no event be interpreted to

give the offeror the right to offer the shares in question to a third party, or otherwis

e to permit the offeror to sell, assign, pledge or in any other manner transfer title in

, or rights to, such shares. Further, in the event that any such governmental approval

for which application may be filed as aforesaid shall not have been obtained within

[ninety (90) days] subsequent to the date of filing an application thereof, if the offe

ror continues to desire to dispose of the shares of NEWCO in respect of which the f

irst offer has been made and accepted, unless the parties hereto otherwise mutually

agree, all appropriate procedures shall be instituted leading to the retirement by NE

WCO of all such shares, including but not limited to the delivery and cancellation of

any share certificate representing such shares and the consequent reduction by NE

WCO of its paid-in capital. The redemption price for any such shares shall be the pri

ce at which such shares were offered to the other party hereto subject to the releva

nt law and government ruling.

 8.06 Limitation of Obligations upon Sale of SHARES

If either party sells or otherwise disposes of all or substantially all of its shares o

f NEWCO in accordance with the provisions of this Agreement, the obligations and li

abilities of such party under this Agreement shall terminate except as otherwise expr

essly provided herein.

Section 9.00 PAYMENT AND TAXES

9.01 Manner and Place of Payments

Any and all payments to be made to [ Y ] by NEWCO in consequence of or in c

onnection with the acts or transactions comprehended or contemplated by this Agree

ment and the Associated Agreements, including but not limited to dividends, royaltie

s, interest payments, reimbursable expenses and repatriated capital, shall be made, ex

cept as otherwise provided herein, in Korean Won or in United States Dollars at a b

ank or such other address in Korea or in [ the United States of America ], as the ca

se may be, all as may be designated in writing by [ Y ] to NEWCO from time to ti

me.

9.02 Withholding Taxes

Any sum required under Korean tax laws to be withheld by NEWCO for the acco

unt of [ Y ] from payments due to [ Y ] shall be withheld and shall be promptly pai

d by NEWCO to the appropriate tax authorities; and the parties hereto shall cause N
EWCO to furnish [ Y ] official tax receipts or other appropriate evidence issued by th

e Korean tax authorities sufficient to enable [ Y ] to support a claim for credit, in re

spect of any sum so withheld, against [ United States ] income taxes.

Section 10.00 CONFIDENTIALITY OF INFORMATION

10.01 Duty of Secrecy and Confidentiality

Except to the extent that disclosures to NEWCO may be permitted by any of the

ASSOCIATED AGREEMENTS, each party hereto agrees to keep strictly secret and con

fidential all information obtained from the other party hereto or NEWCO which is de

signated as confidential by said other party or NEWCO, as the case may be. To that

end, all records, copies, reproductions, reprints and translations of such information

shall be plainly marked to indicate the secret and confidential nature thereof and to

prevent unauthorized use or reproduction thereof.

10.02 Restriction on Use

The parties hereto agree that they shall not use any confidential information obta

ined from the other party or from NEWCO for any purpose whatsoever except in a

manner expressly provided for in any of the ASSOCIATED AGREEMENTS.

10.03 Limitations and Survival of Obligations

Such obligations, as undertaken by the parties hereto pursuant to this section 10.

00, shall survive termination of this Agreement and shall remain in effect and be bin
ding on the parties hereto for a period of [ seven (7) years ] after the termination o

f this Agreement except for information that becomes part of the public domain or i

s received from an independent source.

Section 11.00 TERM AND TERMINATION

11.01 Term

The term of this Agreement shall begin as of the EFFECTIVE DATE and shall cont

inue in force and effect for an indefinite term thereafter, until NEWCO shall be dissol

ved or otherwise cease to exist as a separate entity, or until this Agreement is soone

r terminated pursuant to the following provisions of this section 11.00.

11.02 Events of Termination

Should any of the following events occur, i.e.:

11.02.1 either party becomes insolvent, or files a petition in bankruptcy or for r

eorganization, or has such a petition filed against it which is not dismissed within [

ninety (90) days ] or

11.02.2 either party makes an assignment or like arrangement for the benefit o

f its creditors, or is dissolved or liquidated (except pursuant to a merger, consolidatio

n, spin-off or like arrangement which in the reasonable opinion of the other party w

ould not have a material adverse effect on the ability of the party to perform its obl
igations hereunder and under the ASSOCIATED AGREEMENTS and which would not, i

n the other party's reasonable opinion change the nature of the party in a manner t

o the substantial detriment of the other party); or

11.02.2.1 either party fails to obtain permits and licenses from the governmenta

l authorities legally necessary to establish NEWCO within [ ] days after the execu

tion date of this Agreement or it becomes illegal to begin or continue the business

of NEWCO due to amendment of laws or regulations or change in governmental poli

cy.

11.02.2 either party commits a breach of this Agreement or the ASSOCIATED A

GREEMENTS and such breach has a material and adverse effect on the implementatio

n or performance of this Agreement or the ASSOCIATED AGREEMENT, or on the suc

cessful operation of NEWCO, and such breach remains unremedied for [ sixty (60) da

ys ] after written notice thereof; or

11.02.3 it becomes illegal for either party to perform its obligations, or receive

payments to which it is entitled, hereunder or under the ASSOCIATED AGREEMENTS;

11.02.4 there arises a difference of opinion between the parties in respect of a

ny major matter relating to the operation of NEWCO and such difference is not reso

lved by negotiations in good faith between the parties for a period of [ ninety (90)

days ] after a shareholders' or directors meeting at which meeting the parties could

not resolve the difference between them;

 11.03 In case of 11.02.3 and 11.02.4, the party not in breath or not subject to

the illegality, respectively, shall have the option, upon written notice, of purchasing th

e shares of the other party at fair value as determined by independent appraisal(or a

s agreed between the parties) subject to the relevant law and government ruling, or

of proceeding to a dissolution of NEWCO. In case of 11.02.1 and 11.02.2 the parties

shall, when and if permitted by law, proceed to a dissolution of NEWCO.

11.04 iIn the case of 11.02.5, the parties shall proceed to dissolution of NEWC

O unless they agree to a sale of the Shares to one party or the other.

11.05 Survival of Rights, Duties and Obligations

Termination of this Agreement for any cause shall not release either party here

to from any liability which at the time of termination has already accrued to the oth

er party hereto or which thereafter may accrue in respect of any act or omission pri

or to such termination, nor shall any such termination hereof affect in any way the s

urvival of any right, duty or obligation of either party hereto which is expressly state

d elsewhere in this Agreement to survive termination hereof.

Section 12.00 INTERPRETATION

12.01 Applicable Law

The validity, construction and performance of this Agreement shall be governed b

y and interpreted in accordance with the laws of Korea.

12.02 Governing Language

This Agreement may be executed in English and in other languages (including Ko

rean). In the event of any difference or inconsistency among different versions of this

Agreement, the English version shall prevail over in all respect.

12.03 Arbitration

Any dispute arising out of or in connection with this contract shall be finally settl

ed by arbitration in Seoul in accordance with the Arbitration Rules of the Korean Co

mmercial Arbitration Board.

12.04 Effect of Headings

The headings to sections and paragraphs of this Agreement, excepting those in s

ection 1.00 hereof, are to facilitate reference only, do not form a part of this Agree

ment, and shall not in any way affect the interpretation hereof.

12.05 Modification, Etc. of Agreement

This Agreement embodies the entire agreement of the parties with respect to the

subject matter hereof and supersedes and cancels any and all prior understandings

or agreements, verbal or otherwise, in relation hereto, which may exist between the

parties. No oral explanation or oral information by either of the parties hereto shall

alter the meaning or interpretation of this Agreement. No amendment or change her

eof or addition hereto shall be effective or binding on either of the parties hereto u
nless reduced to writing and executed by the respective duly authorized representativ

es of each of the parties hereto.

12.06 Non-Waiver

The waiver, expressed or implied, by either of the parties hereto of any right her

eunder or against any failure to perform or breach hereof by the other party hereto

shall not constitute or be deemed a waiver of any other right hereunder or against

any other failure to perform or breach hereof by such other party, whether of a simi

lar or dissimilar nature thereto.

Section 13.00 Representations and Warranties

The parties hereto represent and warrant the following, which are true and accurate,

and agrees that such representations and warranties consist material covenants of thi

s Agreement. Either party shall reimburse or indemnify any loss, damage and expen

se incurred from false or inaccurate representations and warranties. Either party shall

notify the other party in writing and shall take appropriate measures according to t

he other party's response, if there is any causes that may affect such representations

and warranties.

13.01 Authorization

This Agreement has been legally executed by the parties hereto and lawfully bind

s the parties to valid and enforceable liabilities according to the terms of this Agree

ment. Either party has valid and lawful powers and right to make execution of this
Agreement and perform all liabilities under this Agreement, and such execution and

performance is legally consented pursuant to each party's necessary internal procedur

es.

13.02 Laws, Articles of Incorporation, and Approval of Governmental Authorities

Execution and performance of this Agreement shall not : (i) violate articles of the

incorporation of each party, (ii) violate any applicable laws, regulations, and govern

mental approval, (iii) constitute any breach or nonperformance of any material agree

ment to which the party is a party or by which it is materially bound, or cause any

acceleration to its obligation.

13.03 Causes Affecting the Other Party

Either party shall not be under bankruptcy, revitalization, insolvency, moratorium

or other status that may adversely affect right of the other party and not be under

status which may cause such condition.

Section 14.00 MISCELLANEOUS

14.01 Assignment

This Agreement, and all rights and obligations hereunder, are personal as to the

parties hereto and shall not be assigned by either of the parties hereto to any third

party without the prior written consent thereto by the other party hereto; provided,

however, that either party hereto may assign this Agreement, without such prior cons
ent of the other party hereto, in connection with a transfer of all or substantially all

of its shares of NEWCO in accordance with section 8.00 hereof, or with an assignme

nt to any corporation acquiring all or substantially all of its assets to or any survivin

g or newly formed corporation in connection with a merger or amalgamation involvi

ng such assigning party, subject to a prior undertaking in writing by the assignee as

suming all of the obligations and duties of the assigning party under this Agreement

and further subject to the issuance of any governmental authorizations, licenses or r

ulings then required under applicable law in connection with such assignment.

14.02 Force Majeure

A party hereto shall not be liable to the other party for any loss, injury, delay, d

amages or other casualty suffered or incurred by the latter due to strikes, riots, stor

ms, fires, explosions, acts of God, war, action of any government or any other cause

beyond the reasonable control of the party, and any failure or delay by either party

hereto in performance of any of its obligations under this Agreement due to one or

more of the foregoing causes shall not be considered a breach of this Agreement.

14.03 Severability

In the event any term or provision of this Agreement shall for any reason be inv

alid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceabilit

y shall not affect any other terms or provisions hereof; in such event, this Agreement

shall be interpreted and construed as if such term or provision, to the extent, same

shall have been held invalid, illegal or unenforceable, had never been contained her
ein.

14.04 Notices

Except as otherwise provided in this Agreement, all notices required or permitted

to be given hereunder shall be in writing and shall be valid and sufficient if dispatc

hed by registered airmail, delivered personally, or sent by telex or cable(confirmed by

letter sent the same day).

IN WITNESS WHEREOF, and having been approved by the Board of Directors of

each of the parties, the parties hereto have caused this Agreement to be executed b

y their duly authorized representatives on the day and year first set forth above.

Exhibits :1 . The Articles of Incorporation

2. The Regulations of the Board of Directors

3. License Agreement between [ Y ] and NEWCO

4. Management Assistance Agreement between [ X ] and NEWCO

5. Distributorship Agreement between [ X ] and NEWCO

6. Plant and Equipment Lease Agreement between [ X ] and NEWCO

7. Personnel Transfer Agreement between [ X ] and NEWCO

8. Technical Assistance and Technology Transfer Agreement between [ Y

] and NEWCO

[ X, INC. ]
BY :

[ Y, CO., LTD. ]

BY :