f8k101107ex10_thermltech.htm


    AGREEMENT

    


        AGREEMENT
      made as of the 22 day of October, 2007, by and between:

     

        Michael
      Raleigh with an address at 4400 Route 9, #1000, Freehold, New Jersey
      07728 ("SELLER");

     

                                 and

     

        Won
      Bum Lee,
as purchaser with an address at 15044 Ocaso
      Avenue, La Mirada, California 90638 ("PURCHASER").

    


    R
      E C I T A L S:

    


        FIRST,
      SELLER is the owner of 100,000 shares of common stock of
      Thermal Technology Services, Inc., a Delaware corporation ("Thermal Technology
      Services").

        

        SECOND,
      SELLER desires to sell all 100,000 of his issued and
      outstanding shares in Thermal Technology Services to PURCHASER
      in consideration of the following.

        

        NOW,
      THEREFORE, in consideration of the foregoing and of the mutual covenants and
      agreements hereinafter set forth, the parties hereto agree as
      follows:

     

        1.0           Transfer
      of Shares.   SELLER
      hereby transfers and delivers 100,000 of his issued and outstanding shares
      in
      Thermal Technology Services to PURCHASER in consideration of
      $30,000.  Upon receipt of the consideration into the Anslow &
Jaclin, LLP Attorney Trust Account, SELLER will immediately
      forward the 100,000 Thermal Technology Services shares to
PURCHASER.

     

        2.0           Representations
      and Warranties of SELLER.  
SELLER hereby represents and warrants
      to
PURCHASER that:

     

        2.1           Authority.  
      SELLER has the power and authority to execute and deliver this
      Agreement, to perform its obligations hereunder and to consummate the
      transactions contemplated hereby.  This Agreement has been duly
      executed and delivered by SELLER and constitutes a valid and
      binding instrument, enforceable in accordance with its terms.

     

        2.2   Resignation.  SELLER
      represents that he is the sole shareholder of Thermal Technology
      Services and that PURCHASER are purchasing all of the issued
      and outstanding shares of Thermal Technology
      Services.  SELLER hereby agrees that upon receipt of
      the consideration set forth above, he is relinquishing all interest in the
      100,000 shares of Thermal Technology Services stock. In addition, upon
      execution of this agreement, SELLER shall resign as the sole
      officer and director of Thermal Technology Services.

     

        2.3           Compliance
      with Other Instruments.  The execution, delivery and performance
      of this Agreement is in compliance with and does not conflict with or result
      in
      a breach of or in violation of the terms, conditions or provisions of any
      agreement, mortgage, lease or other instrument or indenture to which
SELLER is a party or by which SELLER is
      bound.

     

        2.4           Title
      to SELLER'S shares in Thermal Technology
      Services.  SELLER is the sole legal and
      beneficial owner of its shares in Thermal Technology Services and has good
      and
      marketable title thereto, free and clear of any liens, claims, rights and
      encumbrances.

        

        2.5           No
      Claims; Indemnity.   There are currently no claims or lawsuits
      threatened or pending against Thermal Technology Services or
SELLER as the owner of the Thermal Technology Services shares,
      and SELLER is unaware of any conditions or circumstances that
      would lead to or justify the filing of any claim or lawsuit.  If,
      after the consummation of this transaction and the transfer of the Thermal
      Technology Services shares from SELLER to
PURCHASER any claim or lawsuit shall be filed against
      Thermal
      Technology Services or PURCHASER (as the owner of the Thermal
      Technology Services shares), arising out of any circumstances whatsoever prior
      to transfer of the shares,SELLER shall defend,
      indemnify and hold PURCHASER harmless from and against any and
      all such claims or lawsuits or any awards or judgments granted
      thereunder.

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

     

        3.0           Representations
      and Warranties of PURCHASER.  
PURCHASER hereby unconditionally represents
      and warrants to
SELLER that:

     

        3.1           Authority.  PURCHASER
      has the power and authority to execute and deliver this Agreement,
      to
      perform his obligations hereunder and to consummate the transactions
      contemplated hereby. This Agreement has been duly executed and delivered by
      PURCHASER and constitutes a valid and binding instrument,
      enforceable in accordance with its terms.

     

        3.2           Compliance
      with Other Instruments.  The execution, delivery and performance
      of this Agreement is in compliance with and does not conflict with or result
      in
      a breach of or in violation of the terms, conditions or provisions of any
      agreement, mortgage, lease or other instrument or indenture to which
PURCHASER are a party or by which PURCHASER
are bound.

     

        3.3   Rule
      144
      Restriction. PURCHASER hereby agrees that such shares are
      restricted pursuant to Rule 144 and therefore subject to Rule 144 resale
      requirements.

               

        4.0           Notices.  Notice
      shall be given by certified mail, return receipt requested, the date of notice
      being deemed the date of postmarking.  Notice, unless either party has
      notified the other of an alternative address as provided hereunder, shall be
      sent to the address as set forth herein.

     

        5.0           Governing
      Law.  This Agreement shall be interpreted and governed in
      accordance with the laws of the State of New Jersey.

     

        6.0           Severability.  In
      the event that any term, covenant, condition, or other provision contained
      herein is held to be invalid, void or otherwise unenforceable by any court
      of
      competent jurisdiction, the invalidity of any such term, covenant, condition,
      provision or Agreement shall in no way affect any other term, covenant,
      condition or provision or Agreement contained herein, which shall remain in
      full
      force and effect.

     

        7.0           Entire
      Agreement.  This Agreement contains all of the terms agreed upon
      by the parties with respect to the subject matter hereof.  This
      Agreement has been entered into after full investigation.

     

        8.0           Invalidity.  
      If any paragraph of this Agreement shall be held or declared to be void, invalid
      or illegal, for any reason, by any court of competent jurisdiction, such
      provision shall be ineffective but shall not in any way invalidate or affect
      any
      other clause, Paragraph, section or part of this Agreement.

     

        9.0   Gender
      and
      Number.  Words importing a particular gender mean and include the
      other gender and words importing a singular number mean and include the plural
      number and vice versa, unless the context clearly indicated to the
      contrary.

     

        10.0         Amendments.  No
      amendments or additions to this Agreement shall be binding unless in writing,
      signed by both parties, except as herein otherwise provided.

     

        11.0         No
      Assignments.  Neither party may assign nor delegate any of its
      rights or obligations hereunder without first obtaining the written consent
      of
      the other party.

     

        12.0         Waiver
      of Counsel.  PURCHASER and
SELLER hereby acknowledge that they have
      the right to obtain
      legal counsel for this transaction.  In addition, both parties hereby
      acknowledge that Anslow & Jaclin, LLP represents Thermal Technology Services
      and no other party in this transaction.  It has drafted this agreement
      for convenience purposes only.

     

     

     

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

     

    IN
      WITNESS WHEREOF, and intending to be legally bound, the parties hereto
      have signed this Agreement by their duly authorized officers the day and year
      first above written.

     

    
      SELLER:



    By:
      /s/ Michael Raleigh    

          
MICHAEL
      RALEIGH

    


    PURCHASER:

     

    
      By:
        /s/ Won Bum Lee      

            
        WON BUM LEE