Filed by Automated Filing Services Inc. (604) 609-0244 - K-Tronik International Corp. - Exhibit 10.12







Real Estate Lease Agreement 


	Location	Bokjeong Merchants Association, 290-2 Yatap-dong, Bundang-gu,
      Seongnam-si 
	Land Measure	19,755/533,4	Land Title	Site
	Building

      Measure 	49,80 m2	Usage	SRC
	Area lent	No. 4 at 2nd floor (No. 204)



The lesser and the lessee have reached an agreement as follows.


	Key deposit	10,000,000 W
	Contract

      amount 	The lessee shall pay 1,000,000 W the
      lessor received it on contract
	Payment in

      middle 	The lessee shall pay W on ___, __ , _____
	Balance	The lessee shall pay 9,000,000 W on Mar.20,
      2003
	Monthly lent	The lessee shall pay 550,000 W on every
      20th date of every month.


 Article 1 [key deposit and payment terms] The lessee shall
  pay the lessor key deposit and monthly lent of the real estate stipulated above,
  as below. 

 Article 2 [Duration Period] The lessor shall transfer to the
  lessee the real estate above with the condition that is used in accordance with
  the lease purpose and is profitable, by Mar. 20, 2003 And the lease period
  shall be until Mar. 19, 2005 from the transferred date. 

 Article 3 [Usage transformation and sublet] The lessee shall
  not able to transform the usage and structure of the real estate above without
  the consent of the lessor, to relend, transfer the lease right or provide with
  mortgage, and to use the real estate for purposes other than lease purpose.


 Article 4 [Agreement Termination] The lessor can cancel the
  lease agreement should the lessee not pay the monthly lent for two months or
  breach the Article 3. 

 Article 5 [Agreement Expiration] (1) The lease agreement period
  terminates, the lessee shall restore the real estate above to the original state,
  transfer it to the lessor, and (2) the lessor shall return the key deposit to
  the lessee. If there are damages or unpaid lent, the lessor shall return the
  balance deducting such amounts. 

 Article 6 [Agreement Cancelation] Before the lessee pays the
  payment in middle(in case there is no payment in middle, then balance), the
  lessor can cancel the agreement, paying twice 









the key deposit and the lessee can cancel the agreement, giving up the key deposit.


 Article 7 [Commission Fee of Real Estate Agency] Each of the
  lessor and the lessee shall pays commission and actual expenses at the same
  time with entering into the lease agreement. The lessor and the lessee shall
  pay the commission when the agreement is canceled due to the circumstances of
  each party, without the fault of the agent. 

 Remarks:   The lessee shall not consent any premium.

                  
  The lessee shall evacuate the real estate to the original state on evacuation.


 As the payment term for the balance money is changed into
  Mar. 11, 2003 after the negotiation between the lessor and the lessee, the building
  transferring date is changed into Mar. 11, 2003, the payment date for lent into
  11th date of every months and the lease period into Mar. 10, 2005, respectively.


 1. As this contract is the collective lease agreement of No.
  204 and No. 205, should the disadvantage occur to the current lessee with the
  problem (sales, seizure or auction) deprived from each party, the deposit money
  shall be refunded within 2 months. 

 IN WITNESS WHEREOF, the parties hereto have caused this Agreement
  to be signed and sealed by their duly authorized officer or representative.
  The lessor, the lessee and the real estate agent shall keep 1 copy of this agreement,
  respectively. 


Feb. 28, 2003


 The lessor 

  Address : 205-402 Ggummaeul APT 933 Pyeongchon-dong Dongan-gu Anyang-si 

  Residential Registration No. : 550110-1000411 

  Name : Lee, Beom-gi 


Agent


 Address : Bokjeong Bldg, 290-2 Yatap-dong, Bundang-gu, Seongnam-si 

  Name : Kim, Seok-Pil 


The lessee


 Address : 656 Munhyeong-ri Opo-eup Gwangju-di 

  Name : K-Tonik Asia Corp. 

           Chung, Tae-woong