AGREEMENT

     

    THIS
AGREEMENT (this “Agreement”) dated as of March 20, 2009 by and among Young Joo
Kim (“Kim”) and North Shore Acquisition Corp., a Delaware corporation (the
“Company”).

     

     

    RECITALS

     

    The
Company was formed on June 26, 2007 for the purpose of acquiring an operating
business (“Business Combination”).

     

    Kim
approached the Company regarding a proposal to join the Company’s Board of
Directors and use his best efforts to introduce the Company to suitable targets
in Korea for a Business Combination (“Kim Target”).

     

    The
Company’s Board of Directors has determined that having Kim join the Company’s
Board of Directors as Co-Chairman enhances the Company’s ability to consummate a
Business Combination and that it is in the best interests of the Company’s
stockholders to enter into this Agreement.

     

     

    AGREEMENT

     

    For good
and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties agree as follows:

     

    1.           Resignation of Director;
Co-Chairman of Board of Directors. Arthur Goldberg shall resign as a
member of the Company’s Board of Directors upon the execution of this
Agreement.  Immediately thereafter, the Company’s Board of Directors
shall elect Kim as Co-Chairman of the Board of Directors to fill the vacancy
created by Mr. Goldberg’s resignation.

     

    2.           Payment of
Expenses.  Any expenses incurred by the Company in connection
with exploring the potential for a Business Combination with a Kim Target (“Kim
Business Combination”), including but not limited to analyzing, investigating
and performing due diligence on such Kim Target and negotiating and consummating
any acquisition or other agreement, shall be paid directly by Kim or his
affiliates. In the event the Company consummates a Kim Business Combination, the
Company shall at the closing of such Kim Business Combination reimburse Kim or
his affiliates for its expenses incurred by such parties relating to such Kim
Business Combination, upon presentation of evidence of such expenses to the
Board of Directors in accordance with the Company’s standard
policies.  Kim acknowledges that neither he nor his affiliates will
receive any reimbursement unless and until the Company consummates a Kim
Business Combination.

     

    3.           Approval of Business
Combination; Authority to Act.  The Company agrees that no Kim
Business Combination shall be authorized or approved without the affirmative
vote of Kim as a director.  Kim agrees that he shall not have the
authority to bind the Company to any agreement, obligation or transaction unless
such agreement, obligation or transaction is approved by the Company’s Board of
Directors, nor shall he have the authority to incur any expense which the
Company is obligated to pay (except for reimbursement of expenses to Kim upon
the closing of a Kim Business Combination as discussed above).

     

    
      
         

      

      
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    4.           Public Disclosure. No
party to this Agreement shall make any public disclosure or publicity release
pertaining to the existence of the subject matter contained in this Agreement
without notifying and consulting with the other party; provided, however, that
notwithstanding the foregoing, the Company shall be permitted to make required
filings with the Securities and Exchange Commission and Kim may issue a press
release in Korea disclosing the subject matter contained in this Agreement
provided that Kim shall receive prior approval of such release from the
Company’s Board of Directors, not to be unreasonably withheld.

     

               5.           Entire Agreement.
This Agreement contains the sole and entire binding agreement among the parties
hereto with respect to the subject matter hereof and supersedes any and all
other prior written or oral agreements among them.

     

    6.           Governing Law. This
Agreement and the interpretation of its terms shall be governed by the laws of
the State of Delaware, without application of conflicts of law
principles.

     

    7.           Execution in Counterparts;
Facsimile Signatures.  This Agreement and any amendment, waiver
or consent hereto may be executed by the parties hereto in separate
counterparts, each of which, when so executed and delivered, shall be an
original, but all such counterparts shall together constitute one and the same
instrument. All such counterparts may be delivered among the parties hereto by
facsimile or other electronic transmission, which shall not affect the validity
thereof.

     

    8.           Trust Fund
Waiver.  Kim hereby waives any right, title, interest or claim
of any kind in or to any monies in the Company’s trust account (“Claim”), and
waives any Claim it may have in the future as a result of, or arising out of,
any negotiations, contracts or agreements with the Company and will not seek
recourse against the trust fund for any reason whatsoever.

    


     

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    The
parties have executed this Agreement as of the date set forth
above.

     

    
      
        
          
            
              
                
                  
                    
                      
                        	 	 	 
	 	 	NORTH
      SHORE ACQUISITIONCORPORATION	 
	 	 	 	 
	
                                 

                              	
                                 

                              	      
                                By: 
      /s/ Marc H. Klee

                              	 
	 	 	Name:
      Marc H. Klee	 
	 	 	Title:  
      President	 
	 	 	 	 
	 	 	 	 
	 	 	/s/
      Young Joo Kim	 
	 	 	Young
      Joo Kim	 


                      

                    

                  

                

              

            

          

        

      

    

     

    
      
         

      

      
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