Unassociated Document


    

      SHARE
        SUBSCRIPTION AGREEMENT

       

      This
        SHARE
        SUBSCRIPTION AGREEMENT
        (this
“Agreement”)
        is
        made and entered into as of October 30, 2007, by and among CINTEL
        CORPORATION,
        a
        corporation duly organized and existing under the laws of the Commonwealth
        of
        Nevada, U.S.A. (the “Company”)
        and
        each of the investors
        listed in Schedule A (collectively, the “Investors”).
        

      


      The
        Company and each of the Investors may be referred to herein individually
        as a
“Party”
and
        collectively as the “Parties.”

       

      RECITALS

      


      WHEREAS,
        the Company desires to issue and sell to the Investors, and the Investors
        desires to subscribe for and purchase a certain number of newly issued common
        shares of the Company, subject to the terms and conditions set forth in this
        Agreement.

      


      NOW
        THEREFORE, in consideration of the foregoing premises, the Parties agree
        as
        follows:

      


      ARTICLE
        1 

      DEFINITIONS

      


      The
        following terms are used in this Agreement with the respective meanings ascribed
        to such terms below, except as expressly provided or as the context may require
        otherwise:

      


      “Authority”
shall
        mean any governmental, judicial, legislative, executive, administrative or
        regulatory authority of any national, provincial, state or local government
        or
        any subdivision, agency or instrumentality thereof.

      “Closing”
shall
        have the meaning attributed to it in Article 3. 

      “Closing
        Date”
shall
        have the meaning attributed to it in Article 3.

      “Confidential
        Information”
shall
        mean all information which relates to (i) the Company or the Investors to
        the
        extent such information was received or obtained as a result of entering
        into or
        performing this Agreement, (ii) the provisions or the subject matter of this
        Agreement or any document referred to herein, and (iii) the negotiations
        relating to this Agreement or any documents referred to herein. 

       

      
        
           

        

        
          1

          
            

          

        

        
           

        

      

       

      “Damages”
shall
        mean any losses, liabilities, claims, damages and expenses, including reasonable
        attorneys’ fees (but excluding indirect, special or consequential damages)
        actually incurred by a Party.

      “Exchange
        Act”
shall
        mean the United States Exchange Act of 1934, as amended.

      “Indemnitee”
shall
        have the meaning attributed to it in Section 8.3. 

      “Indemnitor”
shall
        have the meaning attributed to it in Section 8.3. 

      “Representative”
shall
        have the meaning attributed to it in Section 2.3.

      “Securities
        Act”
shall
        mean the United States Securities Act of 1933, as amended. 

      “Shares”
shall
        have the meaning attributed to it in Section 2.1.

      “U.S.
        Person”
shall
        have the definition ascribed to it in Section 904 of Regulation S promulgated
        under the Securities Act.

      


      ARTICLE
        2 

      SHARE
        SUBCRIPTION AND PAYMENT

      


      2.1    Share
        Subscription

      Subject
        to the terms and conditions of this Agreement, the Company shall issue and
        sell
        to the Investors and the Investors shall subscribe for and purchase from
        the
        Company an aggregate of 7,000,000 shares of common stock of the Company,
        at
        price of $0.70 per share (collectively, the “Shares”)
        as set
        forth in additional detail in Schedule A, which is attached hereto.

       

      2.2    Payment 

      The
        Investors thereof shall make payments by wire transfer of immediately available
        funds at the time of the Closing to an account designated by the Company
        in
        writing at least five (5) business days prior to the Closing as set forth
        in
        additional detail in Schedule A, which is attached hereto.

      


      2.3    Common
        Representative 

      The
        Investors acknowledge that they have collectively and irrevocably authorized
        Soo
        Hyun You to act as their representative (the “Representative”)
        for
        the purposes hereof. All actions of the Representative, including the giving
        and
        receiving of notices, the making of determinations or waivers with respect
        to
        the sufficiency of any matter or the fulfillment of any obligations, and
        any
        other action taken or purported to be taken by the Representative on behalf
        of
        the Investors, shall be binding on the Investors and the Company may rely
        thereon.

       

      
        
           

        

        
          2

          
            

          

        

        
           

        

      

       

      2.4    Joint
        and Several Liability 

      The
        Investors shall be jointly and severally liable for the performance of their
        obligations set forth hereunder as well as any Damages incurred by the Company
        for any breach of or failure to perform any portion of this
        Agreement.

      


      ARTICLE
        3 

      CLOSING

      


      The
        consummation of the transactions contemplated herein (the “Closing”)
        shall
        be held at a place to be mutually agreed on the second business day following
        the satisfaction or waiver of all conditions precedent to the obligations
        of the
        Parties to consummate the transactions contemplated herein (other than
        conditions with respect to actions the respective Parties will take at the
        Closing itself) (the “Closing
        Date”).
        On
        the Closing Date, the Company shall issue and deliver to the Investors
        certificates evidencing their respective ownership of the Shares, and the
        Investors shall deliver evidence of payment of the subscription
        price.

      


      ARTICLE
        4 

      REPRESENTATIONS
        AND WARRANTIES
        OF THE COMPANY

      


      The
        Company represents and warrants to each of the Investors as follows on the
        date
        hereof and on the Closing Date:

      


      4.1    Organization;
        Corporate Action

      The
        Company is duly incorporated and validly existing under the laws of the State
        of
        Nevada, U.S.A. with all requisite corporate power and authority to enter
        into
        this Agreement and to issue the Shares.

      


      4.2    Binding
        Obligation

      This
        Agreement constitutes a valid and legally binding obligation of the Company,
        enforceable against the Company in accordance with its terms, except as subject
        to laws of general application relating to bankruptcy, insolvency and the
        relief
        of debtors and rules of law governing specific performance, injunctive relief
        or
        other equitable remedies and limitations of public policy. 

       

      
        
           

        

        
          3

          
            

          

        

        
           

        

      

       

      4.3    Approvals

      Except
        such as have been or will have been accomplished or obtained by the Company
        in a
        timely manner, no governmental approval of, or designation, declaration or
        filing with, any Authority in any competent jurisdiction on the part of the
        Company is required in connection with the valid execution, delivery and
        performance of this Agreement. 

      


      4.4    Good
        Title

      Upon
        issuance and delivery of the Shares to the Investors, each Investor will
        have
        good and valid title to those Shares purchased by it.

      


      4.5    Disclaimer
        of Other Representations

      Except
        as
        expressly set forth in Sections 4.1 through 4.4, the Company makes no
        representation or warranty, express or implied, at law or in equity, in respect
        of itself or the Shares, including, without limitation, with respect to
        merchantability or fitness for any particular purpose, and any such other
        representations or warranties are hereby expressly disclaimed. Each Investor
        hereby acknowledges and agrees that, except to the extent specifically set
        forth
        in Sections 4.1 through 4.4, such Investor is purchasing the Shares on an
        “as-is, where-is” basis. 

      


      ARTICLE
        5 

      REPRESENTATIONS
        AND WARRANTIES OF THE INVESTORS

      


      The
        Investors jointly and severally represent and warrant to the Company as follows
        on the date hereof and on the Closing Date:

      


      5.1    Binding
        Obligation

      This
        Agreement constitutes a valid and legally binding obligation of each Investor,
        enforceable against such Investor in accordance with its terms, except as
        subject to laws of general application relating to bankruptcy, insolvency
        and
        the relief of debtors and rules of law governing specific performance,
        injunctive relief or other equitable remedies and limitations of public policy.
        

      


      5.2    Consent

      Except
        such as have been or will have been accomplished or obtained by the Investors
        in
        a timely manner, no governmental approval of, or designation, declaration
        or
        filing with, any Authority in any competent jurisdiction on the part of the
        Company is required in connection with the valid execution, delivery and
        performance of this Agreement.

       

      
        
           

        

        
          4

          
            

          

        

        
           

        

      

       

      5.3    Broker’s
        Fee

      No
        Investor is obligated to pay any broker’s fee, finder’s fee, or commission in
        connection with this Agreement or the transactions contemplated
        hereby.

      


      5.4    Investment;
        No Public Market

      Each
        Investor is acquiring its allotment of the Shares for investment for its
        own
        account, not as a nominee or agent and not with a view to distribution thereof,
        except for transfers permitted hereunder. Each Investor understands and
        acknowledges that there is no public market for the Shares and that the Shares
        may only be transferred as provided in the Company’s constituent documents and
        in accordance with applicable laws. 

      


      5.5    Non
        U.S. Person 

      None
        of
        the Investors is a U.S. Person and each of the Investors hereby represents
        that:


      (A) the
        issuance and sale to such Investor of the Shares is intended to be exempt
        from
        the registration requirements of the Securities Act, pursuant to the provisions
        of Regulation S; (ii) it is not a “U.S. Person,” as such term is defined in
        Regulation S, and is not acquiring the Shares for the account or benefit
        of any
        U.S. Person; and (iii) the offer and sale of the Shares has not taken place,
        and
        is not taking place, within the United States of America or its territories
        or
        possessions. Each Investor acknowledges that the offer and sale of the Shares
        has taken place, and is taking place in an “offshore transaction,” as such term
        is defined in Regulation S.

      (B) Each
        Investor acknowledges and agrees that, pursuant to the provisions of Regulation
        S, the Shares cannot be sold, assigned, transferred, conveyed, pledged or
        otherwise disposed of to any U.S. Person or within the United States of America
        or its territories or possessions for a period of one (1) year from and after
        the Closing Date, unless such shares are registered for sale in the United
        States pursuant to an effective registration statement under the Securities
        Act
        or another exemption from such registration is available. Each Investor
        acknowledges that it has not engaged in any hedging transactions with regard
        to
        the Shares. 

      (C)
         Each
        Investor consents to the placement of a legend on any certificate, note or
        other
        document evidencing the Shares and understands that the Company shall be
        required to refuse to register any transfer of Shares not made in accordance
        with applicable U.S. securities laws. 

       

      
        
           

        

        
          5

          
            

          

        

        
           

        

      

       

      (D) None
        of
        the Investors is a “distributor” of Shares, as that term is defined in
        Regulation S, nor a dealer in Shares.

      (E) Each
        Investor understands that the Shares have not been registered under the
        Securities Act, nor the securities laws of any state, and are subject to
        substantial restrictions on resale or transfer. The Shares are “restricted
        Shares” within the meaning of Regulation S and Rule 144, promulgated under the
        Securities Act.

      (F) Each
        Investor acknowledges that the Shares may only be sold offshore in compliance
        with Regulation S or pursuant to an effective registration statement under
        the
        Securities Act or another exemption from such registration, if available.
        In
        connection with any resale of the Shares pursuant to Regulation S, the Company
        will not register a transfer not made in accordance with Regulation S, pursuant
        to an effective registration statement under the Securities Act or in accordance
        with another exemption from the Securities Act. 

      (G) Each
        Investor makes the representations, declarations and warranties as contained
        in
        this subsection with the intent that the same shall be relied upon by the
        Company in determining its suitability as an acquirer of such
        Shares.

      


      5.6    Restricted
        Securities.
        Each
        Investor understands that the certificates representing the Shares, until
        such
        time as they have been registered under the Securities Act, shall bear a
        restrictive legend in substantially the following form (and a stop-transfer
        order may be placed against transfer of such certificates or other
        instruments):

       

      THESE
        SECURITIES WERE ISSUED IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT
        U.S.
        PERSONS (AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES
        SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”). ACCORDINGLY, NONE OF THE
        SECURITIES TO WHICH THIS CERTIFICATE RELATES HAVE BEEN REGISTERED UNDER THE
        1933
        ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, NONE MAY
        BE
        OFFERED OR SOLD IN THE UNITED STATES OR, DIRECTLY OR INDIRECTLY, TO U.S.
        PERSONS
        (AS DEFINED HEREIN) EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT
        OR
        PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE
        REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE
        WITH APPLICABLE STATE SECURITIES LAWS. IN ADDITION, HEDGING TRANSACTIONS
        INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN ACCORDANCE WITH THE
        1933
        ACT.

       

      


      The
        legend set forth above shall be removed and the Company shall issue a
        certificate without such legend to the holder of the Shares upon which it
        is
        stamped, if (a) such securities are being sold pursuant to a registration
        statement under the Securities Act, or (b) such holder delivers to the Company
        an opinion of counsel, in a reasonably acceptable form, to the Company that
        a
        disposition of the Shares is being made pursuant to an exemption from such
        registration.

       

      
        
           

        

        
          6

          
            

          

        

        
           

        

      

       

      5.7    Experience

      Each
        Investor is sufficiently experienced in financial and business matters to
        be
        capable of evaluating the merits and risks of its investments, and to make
        an
        informed decision relating thereto, and to protect its own interests in
        connection with the acquisition of the Shares;

      


      5.8    Own
        Account

      Each
        Investor is acquiring the Shares as principal for its own account. Each Investor
        is acquiring the Shares for investment purposes only and not with an intent
        or
        view towards further sale or distribution (as such term is used in Section
        2(11)
        of the Securities Act) thereof, and has not pre-arranged any sale with any
        other
        party.

      


      5.9    Importance
        of Representations

      Each
        Investor understands that the Shares are being offered and issued to it in
        reliance on an exemption from the registration requirements of the Securities
        Act, and that the Company is relying upon the truth and accuracy of the
        representations, warranties, agreements, acknowledgments and understandings
        of
        the Investors set forth herein in order to determine the applicability of
        such
        safe harbor and the suitability of the Investors to acquire the
        Shares;

      


      5.10   No
        Registration

      Each
        Investor understands that the Shares have not been registered under the
        Securities Act and may not be transferred, sold, assigned, hypothecated or
        otherwise disposed of unless such transaction is the subject of a registration
        statement filed with and declared effective by the Securities and Exchange
        Commission or unless an exemption from the registration requirements under
        the
        Securities Act, such as Rule 144, is available. Each Investor represents
        and
        warrants and hereby agrees that all offers and sales of the Shares shall
        be made
        only pursuant to such registration or to such exemption from registration;
        

      


      5.11   Risk

      Each
        Investor acknowledges that the acquisition of the Shares involves a high
        degree
        of risk, is aware of the risks and further acknowledges that it can bear
        the
        economic risk involved with the acquisition and ownership of the Shares,
        including the total loss of its investment;

       

      
        
           

        

        
          7

          
            

          

        

        
           

        

      

       

      5.12   Current
        Information

      Each
        Investor acknowledges that it has been furnished with or has acquired copies
        of
        all information requested by it concerning the Company;

      


      5.13   Independent
        Investigation

      Each
        Investor, in making the decision to acquire the Shares subscribed for, has
        relied upon independent investigations made by it and its representatives,
        if
        any, and the Investor and such representatives, if any, have prior to any
        sale
        to such Investor, been given access and an opportunity to ask questions of,
        and
        to receive answers from, the Company or any person acting on its behalf
        concerning the terms and conditions of this offering. The Investor and its
        representatives, if any, have been furnished with access to all materials
        relating to the business, finances and operation of the Company and materials
        relating to the issuance of the Shares which have been requested by them.
        The
        Investor and its representatives, if any, have received complete and
        satisfactory answers to any such inquiries; 

      


      5.14   No
        Recommendation or Endorsement 

      Each
        Investor understands that no federal, state or provincial agency has passed
        on
        or made any recommendation or endorsement of the Shares;

       

      ARTICLE
        6 

      CONDITIONS
        TO CLOSING OF THE INVESTORS

      


      The
        obligations of the Investors to consummate the Closing shall be subject to
        the
        satisfaction at or prior to the Closing Date of the following conditions,
        any
        one or more of which may be waived by the Investors:

      


      6.1    Accuracy
        of Representations

      The
        representations and warranties of the Company set forth in Article 4 shall
        be
        true and accurate in all material respects as of the date hereof and the
        Closing
        Date as though made on and as of such dates.

      


      6.2    Performance

      All
        covenants contained in this Agreement to be performed by the Company on or
        prior
        to the Closing shall have been performed or complied with in all material
        respects.

       

      
        
           

        

        
          8

          
            

          

        

        
           

        

      

       

      6.3    Compliance
        with Laws

      The
        Company shall have obtained, in form and substance reasonably acceptable
        to the
        Investors, all necessary governmental approvals, or have the availability
        of
        exemptions therefrom, required by any Authority in any competent jurisdiction
        for the transfer of the Shares. As of the Closing, there must be no injunction
        or other order issued by any Authority of competent jurisdiction directing
        that
        the transactions provided for herein not be consummated as provided
        herein.

      


      ARTICLE
        7 

      CONDITIONS
        TO CLOSING OF THE COMPANY

      


      The
        obligations of the Company to consummate the Closing shall be subject to
        the
        satisfaction at or prior to the Closing Date of the following conditions,
        any
        one or more of which may be waived by the Company:

      


      7.1    Accuracy
        of Representations

      The
        representations and warranties of the each of the Investors set forth in
        Article
        5 shall be true and accurate in all material respects as of the date of this
        Agreement and the Closing Date as though made on and as of such
        dates.

      


      7.2    Performance

      All
        covenants contained in this Agreement to be performed by each of the Investors
        on or prior to the Closing shall have been performed or complied with in
        all
        material respects.

      


      7.3    Compliance
        with Laws

      Each
        of
        the Investors shall have obtained, in form and substance reasonably acceptable
        to the Company, all necessary governmental approvals, or have the availability
        of exemptions therefrom, required by any Authority in any competent jurisdiction
        for the transfer of the Shares. As of the Closing, there must be no injunction
        or other order issued by any Authority of competent jurisdiction directing
        that
        the transactions provided for herein not be consummated as provided
        herein.

       

      
        
           

        

        
          9

          
            

          

        

        
           

        

      

       

      ARTICLE
        8 

      INDEMNIFICATION

      


      8.1    Indemnification
        by the Company

      The
        Company agrees to indemnify and hold harmless each of the Investors against
        any
        and all losses, claims, damages, liabilities or expenses, joint or several,
        to
        which such Investor or such controlling person may become subject, under
        the
        Securities Act, the Exchange Act or any other federal or state statutory
        law or
        regulation, or at common law or otherwise (including in settlement of any
        litigation, if such settlement is effected with the written consent of the
        Company, which consent shall not be unreasonably withheld), insofar as such
        losses, claims, damages, liabilities or expenses (or actions in respect thereof
        as contemplated below) arise out of or are based upon,
        or in
        connection with any breach of (a) any representation or warranty of the Company
        set forth in this Agreement, or (b) any of the covenants or any other
        obligations of the Company set forth in this Agreement. 

      


      8.2    Indemnification
        by the Investors

      Each
        Investor will jointly and severally indemnify and hold harmless the Company,
        each of its directors, each of its officers and each person, if any, who
        controls the Company within the meaning of the Securities Act, against any
        losses, claims, damages, liabilities or expenses to which the Company, its
        directors, and any controlling persons may become subject, under the Securities
        Act, the Exchange Act, or any other federal or state statutory law or
        regulation, or at common law or otherwise (including in settlement of any
        litigation, if such settlement is effected with the written consent of such
        Investor, which consent shall not be unreasonably withheld and provided that
        any
        settlement secures a full release and does not provide for any liability
        or
        impose any obligations on the Company, its directors, officers or controlling
        persons) insofar as such losses, claims, damages, liabilities or expenses
        (or
        actions in respect thereof as contemplated below) arise out of or
        in
        connection with any breach of (a) any representation or warranty of the
        Investors set forth in this Agreement; or (b) any of the covenants or
        obligations of the Investors set forth in this Agreement. 

      


      8.3    Notice
        of Claim, Assumption of Defense, Settlement

      With
        respect to any third party claims against the indemnified party (the
“Indemnitee”)
        made
        subsequent to the Closing Date, the following procedures shall be
        observed:

       

      
        
           

        

        
          10

          
            

          

        

        
           

        

      

       

      (a)     The
        Indemnitee shall promptly give notice to the indemnifying party (the
“Indemnitor”)
        of any
        claim as to which recovery may be sought against the Indemnitor under the
        indemnity provisions set forth in Sections 9.2 or 9.3 above after the Indemnitee
        becomes aware of such claim, or of the commencement of any legal proceedings
        against the Indemnitee with respect to such claim after the Indemnitee has
        knowledge of such proceedings, whichever shall first occur.

      (b)     The
        Indemnitee may defend against or settle such claim or litigation in such
        manner
        as it may deem appropriate, and the Indemnitor shall promptly reimburse the
        Indemnitee for all expenses, legal or otherwise, incurred by the Indemnitee
        in
        connection with the defense against and settlement of such claim or litigation,
        as and when the same shall be incurred by the Indemnitee. If no settlement
        of
        such claim or litigation is
        made,
        the Indemnitor shall promptly reimburse the Indemnitee for the amount of
        any
        judgment rendered with respect to such claim or in such litigation and of
        all
        expenses, legal or otherwise, incurred by the Indemnitee in the defense against
        such claim or litigation.

       

      ARTICLE
        9

      TERMINATION

      


      9.1    Events
        of Termination

      This
        Agreement may, by notice given prior to the Closing, be terminated:

      (b)     by
        (i)
        the Investors (acting together) if a material breach of this Agreement has
        been
        committed by the Company and such breach has continued without cure for a
        period
        of thirty (30) days after notice of such breach has been made to any Investors,
        or (ii) the Company if a material breach of any provision of this Agreement
        has
        been committed by any of the Investors and such breach has continued without
        cure for a period of thirty (30) days after notice of such breach has been
        made
        to the Company;

      (c)     by
        (i)
        the Investors (acting together) if any of the representations and warranties
        made by the Company in Article 4 are not true and accurate in all material
        respects when made, or (ii) the Company if any of the representations and
        warranties made by any Investor in Article 5 are not true and accurate in
        all
        material respects when made; or

      (d)     by
        any
        Party if the Closing has not occurred on or before the date of closing, provided
        that the failure to consummate the Closing is not a result of the failure
        by the
        Party so electing to terminate this Agreement to perform any of its obligations
        hereunder.

       

      
        
           

        

        
          11

          
            

          

        

        
           

        

      

       

      9.2    Survival

      (a)     Any
        termination of this Agreement shall not affect any liabilities incurred by
        or
        any rights accrued to any Party before such date of termination. 

      (b)     Notwithstanding
        anything to the contrary herein, the provisions of Sections 2.3, 2.4 and
        9.2 and
        Articles 8 and 10 shall survive any termination of this Agreement.

      


      ARTICLE
        10 

      MISCELLANEOUS

      


      10.1   Governing
        Law

      This
        Agreement shall in all respects be governed by, and construed in accordance
        with, the laws of the State of Nevada, U.S.A., without reference to its rules
        governing conflicts of laws. 

      


      10.2   Jurisdiction

      Any
        disputes, claims or controversies between the Parties arising out of or relating
        to this Agreement, whether in contract, tort, equity or otherwise and whether
        relating to the meaning, interpretation, effect, validity, performance,
        termination or enforcement of this Agreement, shall be brought before the
        state
        or federal courts of the state of Nevada having jurisdiction over the Company
        and each of the Parties consents to the exclusive jurisdiction of such courts.
        

      


      10.3   Successors
        and Assigns

      Except
        as
        otherwise provided herein, the provisions hereof shall inure to the benefit
        of,
        and be binding upon, the successors, assigns, heirs, executors and
        administrators of the Parties. This Agreement may not be assigned by any
        Party
        without the prior written consent of the other Parties.

      


      10.4   Amendment

      Neither
        this Agreement nor any term hereof may be amended, waived, discharged, or
        terminated other than by a written instrument signed by the Party against
        whom
        enforcement of any such amendment, waiver, discharge, or termination is
        sought.

       

      
        
           

        

        
          12

          
            

          

        

        
           

        

      

       

      10.5   Notices

      All
        notices, requests and other communications to any Party shall be in writing
        and
        sufficient if delivered personally or by reputable international overnight
        courier or regular mail or sent by facsimile (with confirmation of
        transmission), as follows:

      (a)     
If
        to the
        Company:

                
        Cintel Corporation

                
9900
        Corporate Campus Drive, Suite 3000

                 Louisville,
        KY 40223

                 Attention: 
        Sang
        Don
        Kim

                 Telephone: 
        82-2-512-2111

                 Facsimile: 
        82-2-512-5111

      (b)     
        If
        to the
        Investors:

                 Attention: 
        Soo
        Hyun
        You

                 Telephone: 82-31-998-4488

                 Facsimile: 
        82-31-998-4434

      


      or
        to
        such other addresses or facsimile numbers as the Party to whom notice is
        to be
        given may have furnished to all of the other Parties in writing. Each such
        notice, request, or communication shall be deemed effective upon actual receipt,
        or, if given by international overnight courier, notice, request or
        communication shall be deemed effective upon delivery.

      


      10.6   Waiver

      Any
        of
        the provisions of this Agreement may be lawfully waived at any time by the
        Party
        which is entitled to the benefits thereof. Any such waiver shall be binding
        only
        if set forth in an instrument in writing signed by such Party, and shall
        be
        effective only with respect to such Party. No failure to enforce any provision
        of this Agreement shall be deemed to or shall constitute a waiver of such
        provision, and no waiver of any of the provisions of this Agreement shall
        be
        deemed to or shall constitute a waiver of any other provision hereof (whether
        or
        not similar), nor shall such waiver constitute a continuing waiver.

      


      10.7   Expenses;
        Taxes

      Each
        of
        the Parties shall bear its own expenses incurred on its behalf with respect
        to
        this Agreement and the transactions contemplated hereby, as well as any and
        all
        taxes and similar governmental charges, imposts, levies, fees and assessments
        (including, without limitation, interest, penalty or addition thereto) imposed
        by law on such Party in connection with the transactions contemplated
        hereby.

       

      
        
           

        

        
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      10.8   Severability

      Any
        term
        or provision of this Agreement that is invalid or unenforceable in any situation
        in any jurisdiction shall not affect the validity or enforceability of the
        remaining terms and provisions hereof or the validity or enforceability of
        the
        offending term or provision in any other situation or in any other jurisdiction.
        If the final judgment of a court of competent jurisdiction declares that
        any
        term or provision hereof is invalid or unenforceable, the Parties agree that
        the
        court making such determination shall have the power to limit the term or
        provision, to delete specific words or phrases, or to replace any invalid
        or
        unenforceable term or provision with a term or provision that is valid and
        enforceable and that comes closest to expressing the intention of the invalid
        or
        unenforceable term or provision, and this Agreement shall be enforceable
        as so
        modified. In the event such court does not exercise the power granted to
        it in
        the prior sentence, the Parties agree to replace such invalid or unenforceable
        term or provision with a valid and enforceable term or provision that will
        achieve, to the extent possible, the economic, business and other purposes
        of
        such invalid or unenforceable term.

      


      10.9    Cooperation

      The
        Parties shall cooperate reasonably with each other and with their respective
        representatives in connection with any steps required to be taken as part
        of
        their respective obligations under this Agreement, and the Parties agree
        to
        furnish upon request to each other such further information, to execute and
        deliver to each other such other documents and to do such other acts and
        things,
        all as any Party may reasonably request for the purpose of carrying out the
        intent of this Agreement and the transactions contemplated hereby. As promptly
        as practicable after the date hereof, each Party shall make all filings,
        notices, and applications required by any Authority in any competent
        jurisdiction for the transfer of the Shares.

      


      10.10   Descriptive
        Headings

      The
        descriptive headings used herein are for convenience only and shall not control
        or affect the meaning or construction of any provision of this
        Agreement.

      


      10.11   Counterparts

      This
        Agreement may be executed in any number of counterparts, each of which may
        be
        executed by less than all of the Parties and all of which together shall
        constitute one (1) instrument.

      


      [REMAINDER
        OF PAGE INTENTIONALLY LEFT BLANK]

       

      
        
           

        

        
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      IN
        WITNESS WHEREOF, the Parties hereto have caused this Agreement to
        be

      executed
        by their duly authorized representatives as of the date first above
        written.

      


      CINTEL
        CORPORATION  

      By:
        _/s/
        Sang Don Kim 

      Name:
        Sang Don Kim

      Title:
        President/CEO

      


      De
        Jong An

      By:
        __/s/
        De Jong An____________ 

      Address:
        380-2 Anyang5-dong, Anyang-shi, Gyeonggi-do, KOREA

      


      Hyun
        Ik Shin

      By:
        _/s/Hyun
        Ik Shin_______________ 

      Address:
        324-502 Jugong APT. 176-1 Dunchon-dong, Gangdong-gu, Seoul, KOREA

      


      Sung
        Jae Park

      By:
        _/s/
        Sung Jae Park_______________ 

      Address:
        4-11 Gonghang-dong, Gangseo-gu, Seoul, KOREA

      


      Nam
        Won Cho

      By:
        _/s/
        Nam Won Cho________________ 

      Address:
        403 Byucksan Villa, 419-13 Mapo-dong, Mapo-gu, Seoul, KOREA

      


      Joon
        Sang Yoo

      By:
        _/s/Joon
        Sang Yoo_________________ 

      Address:
        601-301 Daewoomemberscounty, 801-7 Bangbae-dong, Seocho-gu, Seoul,
        KOREA

      


      Soo
        Hyun You

      By:
        __/s/
        Soo Hyun You_________________ 

      Address:
        510-7 Gamjeong-dong, Gimpo-shi, Gyeonggi-do, KOREA

      


      Soon
        Young Moon

      By:
        _/s/
        Soon Young Moon______________ 

      Address:
        105-1205 Hyeondae APT, Dohwa-dong, Mapo-gu, Seoul, KOREA

       

      Seol
        Hee Park

      By:
        _/s/
        Seol Hee Park___________________________ 

      Address:
        1-304 Geondeok Villia, 160-3 Gugi-dong, Jongno-gu, Seoul, KOREA

       

      
        
           

        

        
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      SCHEDULE
        A

      THE
        INVESTORS

      


      


      
        	
                Investor:

              	
                Number
                  of Shares:

              	
                Amount(US$)

              
	
                De
                  Jong An

              	
                1,000,000

              	
                $700,000

              
	
                Hyun
                  Ik Shin

              	
                800,000

              	
                $560,000

              
	
                Sung
                  Jae Park

              	
                750,000

              	
                $525,000

              
	
                Nam
                  Won Cho

              	
                1,200,000

              	
                $840,000

              
	
                Joon
                  Sang Yoo

              	
                400,000

              	
                $280,000

              
	
                Soo
                  Hyun You

              	
                2,000,000

              	
                $1,400,000

              
	
                Soon
                  Young Moon

              	
                400,000

              	
                $280,000

              
	
                Seol
                  Hee Park

              	
                450,000

              	
                $315,000

              
	
                Total

              	
                7,000,000

              	
                $4,900,000

              


      

      


      
        
           

        

        
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