ex10_1.htm


    
      

    

    Exhibit
10.1

     

    MEMORANDUM
OF UNDERSTANDING


     

    This
memorandum of understanding is entered into by and between Mobicom Korea, a
company registered and incorporated in Korea and FAS Alliances Inc., a company
registered and incorporated in the Republic of Korea, (collectively the Parties
hereto), with respect to the following facts:

     

    
      	
              A.

            	
              Mobicom
      Korea is currently a wholly owned subsidiary of Mobicom Corp, a publicly
      traded company incorporated in the
USA.

            


    

     

    
      	
              B.

            	
              Mobicom
      Corp owns all of the issued and authorized share capital of Mobicom Korea,
      which is comprised of 1,862,000 common
shares.

            


    

     

    
      	
              C.

            	
              FAS
      Alliances Inc. wishes to acquire an equity investment in Mobicom Korea,
      and Mobicom Korea is willing to sell common shares to FAS Alliances, Inc.,
      on the terms contained in this
memorandum.

            


    

     

     

    The
Parties, intending to be legally bound, agree as follows:

     

     

    
      	
              1.

            	
              Mobicom
      Korea hereby sells to FAS Alliances Inc., and FAS Alliances Inc. hereby
      purchases from Mobicom Korea, 1,862,000 common shares in Mobicom Korea at
      a price of W500 per share for an aggregate amount of W931,000,000, which
      amount shall be payable to Mobicom Korea upon signature of this memorandum
      of understanding.

            


    

     

    
      	
              2.

            	
              FAS
      Alliances Inc. agrees to purchase a further 1,000,000 common shares in
      Mobicom Korea at a purchase price of W5,000 per share, by no later than
      March 15, 2009, subject to Mobicom Korea achieving revenue of
      W6,000,000,000 and Net Income of not less than W1,200,000,000 for the
      financial year ended December 31st,
      2008.

            


    

     

    
      	
              3.

            	
              FAS
      Alliances Inc. agrees to purchase a further 1,500,000 common shares in
      Mobicom Korea at a purchase price of W10,000 per share, by no later than
      March 15th, 2010, subject to Mobicom Korea achieving revenue of
      W25,000,000,000 and Net income of not less than W5,000,000,000 for the
      financial year ended December 31st,
      2009.

            


    

     

    
      	
              4.

            	
              Mobicom
      Korea agrees to use the proceeds of the sale for working capital purposes
      and for merger and acquisition purposes.  Mobicom Korea will use
      the proceeds for working capital inter alia, to develop and enhance its
      operational capability and improve its Mobile Marketing Solutions and
      Platforms.  Mobicom Korea also agrees to use good faith efforts
      to identify and negotiate with merger and acquisition candidates with
      complimentary products or services.  Mobicom Korea will use
      commercially reasonable efforts to position itself as a leader in the
      field of mobile marketing, data base management and interactive
      marketing.

            


    

     

    
      
         

      

      
        -1-

        
          

        

      

      
         

      

    

     

    
      	
              5.

            	
              FAS
      Alliances Inc. agrees that it will use it resources and expertise to
      assist Mobicom Korea, including without limitation identifying and
      facilitating the introduction of potential customer prospects and merger
      and acquisition candidates to Mobicom
Korea.

            


    

     

    
      	
              6.

            	
              FAS
      Alliances Inc. agrees that it is a sophisticated investor and understands
      the risk of an investment in a company like Mobicom Korea.  FAS
      Alliances Inc. has conducted its own due diligence investigation of the
      business and operations of Mobicom Korea.  In making its
      investment decision, FAS Alliances Inc. is relying on its own business
      judgment and is not relying on any representation or warranty pertaining
      to Mobicom Korea or Mobicom Corp. except for those representations or
      warranties included in this
memorandum.

            


    

     

    Agreed
and signed by:

     

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          	
                                  /s/ Ki-Young
      Sohn

                                	 	Date:	
                                  November 7,
      2008

                                	 
	
                                  Ki-Young
      Sohn

                                	 	 	 
      	 
	
                                  CEO
      and President: FAS Alliances Inc

                                	 	 	 
      	 
	 
      	 	 	 
      	 
	 
      	 	 	 
      	 
	
                                  /s/ Kyung-Hoon
      Ahn

                                	 	Date:	
                                  November 7,
      2008

                                	 
	
                                  Kyung-Hoon
      Ahn

                                	 	 	 
      	 
	
                                  CEO
      and President: Mobicom  Korea

                                	 	 	 
      	 


                        

                      

                       

                       

                      -2-