Exhibit
10.1


DISTRIBUTION
AGREEMENT


by and between


INFOSONICS
CORPORATION, a Maryland corporation


and


SAMSUNG
ELECTRONICS ARGENTINA S.A.


Effective as of
January 1, 2007
















DISTRIBUTION AGREEMENT


THIS AGREEMENT is made and
entered into this 1st day of
January, 2007 by and between Samsung Electronics Argentina S.A., a corporation
organized and existing under the laws of the Argentine Republic, domiciled at
Bouchard 547 – 3 Piso, (1106) Buenos Aires, Argentina (hereinafter referred to
as “SEASA”) and Infosonics Corporation. a
corporation organized and existing under the laws of the E.E.U.U, domiciled at
5880 Pacific Center Blvd, San Diego, CA 92121 (hereinafter referred to as “DISTRIBUTOR”).


WITNESSETH:


WHEREAS, SEASA is engaged, by itself or through affiliated companies, in the
manufacture and sale of hand phones and its accessories, which intends to
market in the TERRITORY hereinafter set forth,


WHEREAS, DISTRIBUTOR is
engaged in the business of importation and distribution of same products and
its accessories trough carries or through such carrier ́s authorized agent in
the TERRITORY and desires to deal in and sell the products and its accessories
in the TERRITORY; and


WHEREAS, SEASA is desirous
of granting to the DISTRIBUTOR the non-exclusive right to distribute the
products in the TERRITORY and the DISTRIBUTOR is willing to accept it.


Now, THEREFORE, in
consideration of the mutual covenants hereunder set forth, the parties hereto
agree as follows:


Article 1. Definitions.


When used in this Agreement,
each of the following terms shall have the meaning attributed to it below.


(a)                     “Affiliate” shall mean any entity that
directly or indirectly, through one or more intermediaries, controls, is
controlled by, or is under common control with SEASA.


(b)                    “Agreement” means this Agreement, any written
amendment and any exhibits or schedule thereto and all references to “herein”; “hereunder”
or “hereof” shall refer to this entire Agreement.


(c)                     “Notice” shall mean a notice given in
accordance with the terms of Article 17 of this



 1
 








Agreement.


(d)                    “PRODUCTS”, shall mean Held phones and its
accessories as decided by SEASA from time to time.


(e)                     “SEASA” shall have the meaning set forth on the introductory paragraph.
However, if DISTRIBUTOR purchases the PRODUCTS to an Affiliate of SEASA, all
references in Articles 2 to 23 to SEASA will be deemed as if they were referred
to such Affiliate.


(f)                       “SEASA’s Trademarks” shall mean those
trademarks, trade names, slogans, labels, logo and other trade identifying
symbols whether registered or not in the TERRITORY which are developed and used
by SEASA in connection with any of the PRODUCTS to be sold by the DISTRIBUTOR
pursuant to this Agreement.


(g)                    “TERRITORY” shall mean the ARGENTINE
REPUBLIC, URUGUAY REPUBLIC and PARAGUAY REPUBLIC, the product shall be delivery
at the customers in the port, in FOB bases.


Article 2. Distributorship.


2-1                   SEASA hereby grant to DISTRIBUTOR a non-exclusive right to distribute
the PRODUCTS in the TERRITORY during the term of this Agreement and subject to
the provisions and conditions hereinafter set forth.


2-2                   DISTRIBUTOR shall buy and sell in its own name and for its own account
and shall act as independent trader with regard to both SEASA and the customers
of DISTRIBUTOR. Nothing in this Agreement shall authorize DISTRIBUTOR to engage
in transactions in the name of SEASA or in any manner, which may create any
obligations or liabilities on the part of SEASA.


2-3                   This Agreement shall not operate or be construed to create any
exclusive relationship between the parties. SEASA shall have at any time the
right to sell to any other person within the TERRITORY upon such terms and
conditions as are acceptable to SEASA in its sole discretion. DISTRIBUTOR shall
have no right or interest, including third party beneficiary or “most-favored
nation” interest or rights, in any transaction or agreement between SEASA and
any person within the TERRITORY.



 2
 








Article 3. Orders.


3-1                   SEASA shall sell the PRODUCTS to DISTRIBUTOR for resale in the
TERRITORY in accordance with the terms and conditions of each sales contract to
be separately agreed and fixed between the parties provided that, unless agreed
otherwise, this Agreement shall be applicable.


3-2                   No sales contract shall be binding unless and until accepted by SEASA.


3-3                   SEASA shall use its best efforts to accept any reasonable order
regarding the PRODUCTS placed by the DISTRIBUTOR provided that it shall not be
required to accept a DISTRIBUTOR’s order or any part thereof when:


a)                         The PRODUCTS are not available or sufficient
enough to fill the order placed by the DISTRIBUTOR, or all the orders placed by
the DISTRIBUTOR and other customers; or


b)                        SEASA have discontinued the manufacture or
sale of the PRODUCTS ordered at the time the order is received; or


c)                         The DISTRIBUTOR has committed a material
breach under this Agreement.


3-4                   SEASA shall use its best efforts to meet the delivery dates set forth
on the accepted orders. In the event of a shortage of the PRODUCTS, SEASA shall
apportion its available supply among its customers, as it deems convenient.
DISTRIBUTOR may cancel by delivering a written notice to SEASA, any order if
the delivery date has not been met for more than sixty (60) days.


3-5                   Except as set forth on 3-4 above, neither DISTRIBUTOR nor SEASA shall
rescind or amend any order, which has been accepted by SEASA without written
consent of SEASA.


3-6                   DISTRIBUTOR will place orders for the PRODUCTS by way of written or
electronic purchase orders. No order from DISTRIBUTOR is binding on SEASA until
SEASA issues an acknowledgment and acceptance to the DISTRIBUTOR for such
order. SEASA shall have ten (10) business days to accept such order. If SEASA
does not accept in writing within such term, then such order will be deemed as
rejected by SEASA.


3-7                   When placing orders DISTRIBUTOR shall give SEASA a ninety (90) days
notice in advance, with a fixed purchase order for three months plus a
non-binding forecast for the forthcoming two months (i.e. seventh and eighth
months as of the notice). DISTRIBUTOR may increase the quantity of such orders
for the fixed or forecasted months subject to written acceptance by SEASA.


3-8                   All orders will be shipped to DISTRIBUTOR FOB from the respective
Samsung Electronics



 3
 








Co. Ltd. manufacturing or warehouse facility.
All cost of freight, insurance and any other shipping expenses from FOB point,
as well as any special packaging expenses requested by DISTRIBUTOR, shall be
borne by DISTRIBUTOR. In addition, DISTRIBUTOR will be responsible to (i)
obtain all licenses required to import the PRODUCTS into the TERRITORY and (ii)
clear the PRODUCTS through local customs promptly upon arrival at the
TERRITORY, and (iii) pay all customs duties and other charges assessed on such
PRODUCTS in the TERRITORY. Risk of loss will pass to DISTRIBUTOR upon delivery.


Article 4. Independence of
parties


4-1                   It is expressly agreed that the relationship
hereby established between SEASA and the DISTRIBUTOR is that of a supplier and
a purchaser. The DISTRIBUTOR is an independent contractor and does not have
authority to cause SEASA to act in any way, or to represent that SEASA is in
any way responsible for the acts of the DISTRIBUTOR. This Agreement does not
establish a joint venture, agency or partnership between the parties, nor does
it create an employer/employee relationship.


4-2                   SEASA shall not be responsible for the acts
or defaults of the DISTRIBUTOR or its employees or representatives or its
appointed sub-distributors or retailers and the DISTRIBUTOR hereby agrees to
indemnify and to hold SEASA harmless from any and all claims of any nature
whatsoever arising therefrom.


Article 5. Prices and
payment


5-1                   SEASA will sell the PRODUCTS to DISTRIBUTOR
at the reasonable prices SEASA normally sells to its other non-exclusive
distributors from time to time. To that end, SEASA shall provide DISTRIBUTOR
with pricing schedules within 10 business days upon request by DISTRIBUTOR.


5-2                   SEASA, at its sole discretion, may change the
prices of the PRODUCTS provided that such change of prices shall become
effective and applicable to each sales contract to be effected between the
parties as from the date SEASA notifies the DISTRIBUTOR, unless otherwise
specified therein.


5-3                   The DISTRIBUTOR and SEASA will cooperate in
all good faith to establish selling prices for the PRODUCTS at appropriate
levels enough to keep the competitiveness of the PRODUCTS.


5-4                   The DISTRIBUTOR shall cause an irrevocable
and confirmed letter of credit without recourse,



 4
 








available against SEASA’s draft at sight, to be
opened for each sales contract through a leading bank acceptable to SEASA at
least 30 days prior to the date of each shipment of the PRODUCTS. DISTRIBUTOR
will pay all banking and similar charges incurred in connection with any of
these payments.


5-5                   If the DISTRIBUTOR fails to provide such
letter of credit, SEASA shall have the option of reselling the PRODUCTS in any
country, holding the PRODUCTS for the DISTRIBUTOR’s accounts and risk and/or
canceling the contract and claiming for damages caused by the DISTRIBUTOR’s
default.


5-6                   SEASA and DISTRIBUTOR may agree on other
forms of payment, other than the one provided in 5-4 and 5-5 above.


5-7                   All amounts payable by DISTRIBUTOR to SEASA
under this Agreement are exclusive of any tax, levy or similar governmental
charge that may be assessed by any jurisdiction, whether based on gross
revenue, the delivery, possession or use of the PRODUCTS, the execution or
performance of this Agreement or otherwise, except for net income, net worth or
franchise taxes assessed on SEASA in or outside the TERRITORY. If a change in
the laws of the TERRITORY were to occur and such change has an adverse effect
on the amounts payable by DISTRIBUTOR, then the amounts payable by DISTRIBUTOR
shall be readjusted so that SEASA does not suffer a loss as a result of such
change in the law.


Article 6. Risk and Property


6-1                   Risk in the PRODUCTS supplied by SEASA to
DISTRIBUTOR will pass upon delivery FOB. Property in such goods supplied by
SEASA shall pass to the DISTRIBUTOR on payment in full to SEASA of the contract
price therefor.


Article 7. Inspection and
Claim


7-1                   Within one (1) month upon delivery of the
PRODUCTS, the PRODUCTS may be inspected by a DISTRIBUTOR’s qualified agent in
the TERRITORY at the DISTRIBUTOR’s cost and according to SEASA’s standard “quality
warranty”. Should any defects or shortage of the PRODUCTS been found upon
inspection due to its material failure to meet the standards of quality,
DISTRIBUTOR shall give a written notice to SEASA within 10 days upon inspection.
If (i) such written notice of claim for defects or shortages is accompanied by
a proof of damage certified by an authorized surveyor, (ii) such defects or
shortages are acknowledged by SEASA as attributable to the fault of SEASA and
(iii) such defects or shortages are not compensated by



 5
 








insurance; then SEASA shall supply DISTRIBUTOR free
of charge with new PRODUCTS or a new part or parts thereof as the case may be
to replace the defective PRODUCTS or parts or to replace the missing parts,
delivering the same at the port of destination.


7-2                   If DISTRIBUTOR fails to carry out the
inspection mentioned in 7-1 above or fails to notify and/or to forward a claim
within the period specified above, the DISTRIBUTOR should be deemed to have
waived any such claim. However, DISTRIBUTOR shall have the rights set forth in
Article 8, but only regarding defects on workmanship or material of the
PRODUCTS.


7-3                   SEASA shall have no liability for any defects
or shortages in the PRODUCTS that have been caused by improper storage,
warehousing or transport or by neglect, abuse or improper use, maintenance,
installation and repair except when the PRODUCTS are under SEASA’s control.


Article
8. Warranty


8-1                   SEASA warrants in accordance with SEASA’s
standard “quality warranty” that the PRODUCTS sold by it to DISTRIBUTOR are
free from defects in workmanship or material for a period of 12 months for Laser
Printer, from the delivery to
the initial user or such other period as decided by SEASA and notified to
DISTRIBUTOR from time to time.


8-2                   When the PRODUCTS or parts thereof prove to
be defective in workmanship or material, certified by SEASA’s office, SEASA
shall pay the cost o those, or replace those, which are materially defective,
if such defects cannot be repaired or replaced by DISTRIBUTOR, with standard
spare parts to be supplied to DISTRIBUTOR. This warranty does not apply to any
PRODUCTS changed or altered in any way or subjected to misuse, abuse,
negligence, accident or normal wear and tear.


8-3                   Except as hereinabove stated and to the
extend permitted by law, SEASA shall not be liable for any damage or losses
caused by the breach o any warranty, express or implied, including but not
limited to, any implied warranty of merchantability or fitness for a particular
purpose or for any other obligation or liabilities on account of the PRODUCTS
under this Agreement which it may sell to DISTRIBUTOR.


8-4                   It is hereby agreed that SEASA is in no case
liable for indirect or consequential damage, including but not limited to,
damage or injury to person or property or loss of revenue which might be paid,
incurred, or sustained by reason of failure of any part or assembly which may
be replaced in accordance with the terms of this Warranty.



 6
 








Article 9. Promotion and
Advertising


9-1                   The DISTRIBUTOR agrees that it will not, in
promoting and selling the PRODUCTS make any representation or give any warranty
with respect thereto other than those set forth in the catalogues and leaflets
provided by SEASA, and/or the standard terms and conditions of warranty of the
PRODUCTS or, as may otherwise be authorized in writing by SEASA, unless
required by law.


Article 10. Trademark and
other Rights.


10-1             SEASA authorizes DISTRIBUTOR to use
non-exclusively Samsung Trademarks in the TERRITORY during the term of this
Agreement for the sole purpose of the sale and distribution of the PRODUCTS.


10-2             The DISTRIBUTOR accepts and agrees not to use
Samsung Trademarks for any other purpose than to distribute the PRODUCTS and to
use them only in such manner as to preserve at all times all rights of SEASA.


10-3             The DISTRIBUTOR agrees that it will not alter
or remove any of Samsung Trademarks on the PRODUCTS sold under this Agreement.


10-4             SEASA shall have the right of prior review
and approval of any use of Samsung Trademarks by the DISTRIBUTOR.


10-5             The DISTRIBUTOR shall not authorize third
parties except its dealers to use Samsung Trademarks and any such attempted
authorization shall be void.


10-6             SEASA authorizes DISTRIBUTOR to use Samsung
Trademarks in advertisement, promotional literature, catalogues, brochures, and
other printed materials, letterhead, visiting cards, only on the express
condition that in such use explicit reference will be made to its capacity as a
DISTRIBUTOR of the PRODUCTS and that DISTRIBUTOR submits such materials to
SEASA for prior approval. The DISTRIBUTOR shall not use the words “SAMSUNG” or
any altered or shortened form thereof in its own company name.


10-7             The DISTRIBUTOR shall discontinue and cause
its dealers to discontinue the use of the Samsung Trademarks free of
compensation upon termination of this Agreement and thereafter shall not use or
permit to be used the Samsung Trademarks or any similar trademarks, provided,
however, that DISTRIBUTOR and its dealers may sell the PRODUCTS bearing Samsung
Trademarks held by them in stock at the time of termination of this Agreement
for a period of



 7
 








six (6) months following such time and not
thereafter.


10-8             The DISTRIBUTOR recognizes and concedes for
all purpose that the Samsung Trademarks, whether or not registered in the
TERRITORY, are valid and are the exclusive property of SEASA, and that
DISTRIBUTOR’s right to use such Samsung Trademarks arises only out of this
Agreement and is subject to the superior right of SEASA.


10-9             The DISTRIBUTOR agrees that any rights
arising out of its use of Samsung Trademarks shall belong to SEASA and not to
DISTRIBUTOR.


10-10       SEASA shall have the exclusive right at its sole discretion to bring
legal actions in the TERRITORY for trademark infringement with respect to any
of the Samsung Trademarks. The DISTRIBUTOR will assist SEASA in any proceedings
for the protection of any of the Samsung Trademarks when requested by SEASA or
as may be required by local law.


10-11       The DISTRIBUTOR shall not apply for any registration with regard to any
of the Samsung Trademarks in any country of the world including the TERRITORY.


10-12       Any patent, design or copyright embodied in the PRODUCTS shall be the
sole property of SEASA, and DISTRIBUTOR shall not acquire any right to them by
execution of this Agreement or performance thereunder or otherwise and shall
not use any of them after termination of this Agreement.


Article 11. Sub-distributors


11-1             In the event the DISTRIBUTOR wishes to
appoint sub-distributors, it shall submit its proposed agreement to SEASA. Any
such proposed agreements must specifically require the sub-distributor or
retail trader to be bound by the terms of this Agreement. In no event shall any
such sub distributor or retail trader acquire any rights against SEASA and the
DISTRIBUTOR hereby agrees to indemnify and hold SEASA harmless therefrom.


Article 12. Reports


12-1             The DISTRIBUTOR shall discuss with SEASA
certain matters related to its marketing activity when requested by SEASA and
or DISTRIBUTOR deems it necessary, and shall furnish SEASA with adequate
information related to its marketing activities provided that DISTRIBUTOR
retain a right not to disclose certain trade secrets a its discretion.



 8
 








12-2             The DISTRIBUTOR shall promptly bring to the
notice of SEASA any information received by it which is likely to be of
interest, use or benefit to SEASA relating to the marketing of the PRODUCTS in
the TERRITORY.


12-3             The DISTRIBUTOR shall, from time to time,
upon the request of SEASA submit to SEASA reports relating to the
distributorship. Such reports shall be submitted at least quarterly and shall
include information relating to its financial status inclusive of the latest
Balance Sheet and Profit and Loss Statements, total sales, sales by PRODUCTS,
sales by Province within the TERRITORY, percentage of returns by PRODUCTS
category, remaining inventory of the DISTRIBUTOR and the DISTRIBUTOR’s
suggestions and recommendations as to the PRODUCTS and marketing thereof, and
Warranty Service activities.


Article 13. Term of Agreement


13-1             Except, if terminated in accordance to what
is provided in Article 14, this Agreement shall remain in effect for one year,
commencing on Jan 01.2007 and expiring on Jan 1.2008. This Agreement shall
automatically be terminated unless otherwise agree by the parties to this
Agreement.


13-2             All the rights assigned to DISTRIBUTOR by
SEASA in connection with this Agreement shall be reverted upon expiration or
termination of this Agreement.


Article 14. Termination


14-1             Any party shall have the right to terminate
this Agreement, at any time, unconditionally and without cause by giving
written notice to the other party within 30 days in advance.


14-2             SEASA shall have the right to terminate this
Agreement at any time by giving written notice to DISTRIBUTOR of any material
breach of the provisions of this Agreement incurred by DISTRIBUTOR, and with
respect to which it fails to rectify such breach within ten (10) days after the
receipt of a notice in writing from SEASA requiring such rectification.


Examples
of breach by DISTRIBUTOR include but are not limited to the following:


(a)
Failing to pay SEASA owed moneys;


(b)
failing to adequately promote the PRODUCTS; or


(c) unreasonably frequent delay in confirmation of
order and/or opening the letter of credit in accordance with Article 5-4 of
this Agreement.


14-2             Any of the parties to this Agreement shall
have the right to forthwith terminate this Agreement



 9
 








by giving written notice to the other party upon the
occurrence of any of the following events.


a) when any of the parties to this Agreement becomes
insolvent or a petition of bankruptcy or for corporate reorganization or for
any similar relief is filed by or against the other party, or a receiver is
appointed with respect to any of the assets of the other party, or liquidation
proceeding is commenced by or against the other party.


b) when any of the parties to this Agreement assigns
the whole or any substantial part of its business or assets to a third party by
agreement, order of court or otherwise, or ceases to carry on its business.


c) when any of the parties to this Agreement winds
up, either compulsory or voluntarily, or merges into another company, or when
DISTRIBUTOR makes a change in the principal management without the written
consent of the other party.


14-3             In the event of this Agreement being
terminated or expired for any reason whatsoever, the following shall apply:


a) The DISTRIBUTOR shall not be discharged or
released from any debts or liabilities under this Agreement which exist at the
time of the expiration or termination.


b) The DISTRIBUTOR shall not make any financial
demands upon SEASA for compensation for, or refund of, its service performed
under this Agreement or refund of its expenses incurred from facilities and
advertisement and others.


c) The DISTRIBUTOR shall not use any Trademarks or
Trade names belonging to SEASA without written consent of SEASA except for the
sale of its stocks remaining in its hands.


14-4             Upon expiration of this Agreement,
DISTRIBUTOR may sell the PRODUCTS bearing Samsung Trademarks held by
DISTRIBUTOR in stock for a period of six (6) months after the date of
expiration or termination unless agreed upon otherwise. Nevertheless, SEASA
shall have the option, but shall not be obligated, to repurchase from
DISTRIBUTOR any PRODUCTS then in DISTRIBUTOR’s inventory at the original cost
to DISTRIBUTOR. DISTRIBUTOR shall then immediately ship such PRODUCTS to SEASA.


Article 15. Force Majeure


15-1             If the performance of any part of this
Agreement is prevented, restricted or interfered with for



 10
 








any length of time by reason of governmental
restrictions, war, civil commotions, riots, strike, lock out, lack of shipping
space and acts of God such as typhoon, flood, fire or any other similar causes
which are beyond the reasonable control of the parties hereto, the party so
affected, upon giving prompt notice to the other parties, shall be excused from
such delay or failure of performance to the extent of such prevention,
restriction or interference and for such length of time. If such failure
continues for a period of more than six (6) months, either party hereto shall
have the rights to forthwith terminate this Agreement by serving a written
notice to the other party.


Article 16. Secrecy


16-1             During the terms of this Agreement and
thereafter neither DISTRIBUTOR nor SEASA shall disclose or divulge any
information it may acquire in connection with the PRODUCTS, this Agreement, or
performance hereunder.


16-2             It is agreed that each party remains the
owner of its information, and such information can be used by the other party
only for the purpose of performing under this Agreement. The DISTRIBUTOR agrees
to use SEASA ́s information (i) only for purposes herein described, and (ii) to
maintain this commitment until 5 years after this Agreement expires. However,
DISTRIBUTOR shall have no such non-disclosure obligations with respect to any
portion of the received information which is now or which hereafter, through no
act or failure to act on the DISTRIBUTOR ́s part, becomes generally known or
available.


Article 17. Notice


17-1             Any notice, request, consent, offer or demand
required or permitted under this Agreement must be in writing and must be
sufficiently given if delivered in person or sent by registered airmail or
cable confirmed by registered airmail, addressed as follows:


	
  

  	
  SEASA

  	
  DISTRIBUTOR

  
	
  Address: 

  	
  BOUCHARD 547 3°

  	
  5880 Pacific Center Blvd

  
	
   

  	
  CAPITAL FEDERAL

  	
  San Diego, CA 92121

  
	
   

  	
  REPÚBLICA ARGENTINA

  	
  E.E.U.U.

  



 


Article 18. Waiver


18-1             The failure by either party to enforce any of
the term or conditions of this Agreement shall not constitute a waiver of that
party’s right thereafter to enforce that or any other or condition of



 11
 








this Agreement.


Article 19. Rights of Third
Parties to this Agreement. Severability.


19-1             This Agreement and every term and condition
thereof shall inure to the benefit of the parties, and shall be binding upon
any successors to the parties, but neither party may assign this Agreement or
any rights thereunder directly or indirectly, without the prior written consent
of the other party. The nullity that might be determined as to any of the
clauses will not affect the rest of the Agreement which will stand in full
force and effect in any aspect not affected by the nullity determined.


Article 20. Governing Law.


20-1             This Agreement shall be governed by and
construed in accordance with the laws of the Argentine Republic.


20-2             Any dispute, controversy or difference which
may arise between the parties, out of or in relation to or in connection with
this Agreement, or for the breach thereof shall be submitted before the
Ordinary Courts of the City of Buenos Aires.


20-3             This Agreement constitutes the entire
agreement between the parties and supersede all previous agreement,
negotiations and commitments in respect thereto, and shall not be changed or
modified in any manner, except by mutual consent in writing of subsequent date
signed by duly authorized representatives of each party to this Agreement.


Article 21. Amendment


21-1             This Agreement may be amended only by a
written instrument signed by duly authorized representatives of both parties
and expressly stating that it is an amendment to this Amendment.


Article 22. Headings


22-1             Heading
of article and subsections of this Agreement are for convenience only and shall
not be used in construing this Agreement.



 12
 








Article 23. Sales Meeting


23-1             Annual market and sales plans for the
following one year shall be concluded at the end of each year by having a sales
meeting at the place mutually agreed upon.


IN WITNESS WHEREOF, the
parties hereto have caused their duly authorized representatives to execute
this Agreement as of the day and year first above written.


	
  

  	
  SAMSUNG ELECTRONICS

  	
   

  	
  INFOSONICS CORPORATION

  
	
   

  	
  ARGENTINA S.A.

  	
   

  	
   

  
	
   

  	
         /s/ Seung
  Koo Yeo

  	
   

  	
         /s/ Joseph
  Ram

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By: Mr. Seung Koo Yeo

  	
   

  	
  By: Mr. Joseph Ram

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Date: November 17, 2006

  	
   

  	
  Date: December 29, 2006

  	
   

  
						



 



 13