Exhibit 10.14


 


Real Estate [Building] Lease Agreement


 


February 13, 2009


 


Lessor: Hyunday J Comm Co., Ltd.


 


Lessee: Enerland Co., Ltd.


 

















 


Lease Agreement


 


This
Lease Agreement shall be made and entered into between Lessor, Hyundae J Comm
Co., Ltd. (“Lessor”, hereinafter) and Lessee, Enerland Co., Ltd. (“Lessee”
hereinafter) with the following conditions.


 


SECTION
1 (DESIGNATION OF THE LEASED PREMISES)


 


The
object property “Lessor” leases to “Lessee” (the “Leased Premises”,
hereinafter) is shown as follows and its details and location are as indicated
in the description of the area used and drawings in the addendum.


 


Building:                Factory building (A portion of
the 1st floor) of Hobeop factory located in 254-1
Maegok-ri, Hobeop-myun, Icheon city, Gyunggi-do and portions indicated in
Addenda 3 & 4 of the research building (the entire 1st floor) 2,780.41 m2 (841 pyung) in total= [Dedicated area 2,111.04
m2 (639 pyung) + Shared area 669.37 m2 (202 pyung)] [Addendum 1]


 


SECTION
2 (TERM OF LEASE)


 


1.               The Lease Term for the
building of said Leased Premises of Section 1 shall last for 2 years from March
1, 2009 to February 28, 2011. In the event of a continuous use of the leased
building, further discussions shall be made in the future.


2.               In the event that the
premises are sold to a third party, “Lessee” shall abide by the decision on the
use of the premises by the Purchaser providing “Lessor” give written notice to “Lessee”
2 month prior to the termination date of this Agreement. In such an event, “Lessee”
shall not be able to protest on the grounds of the Lease Term, and “Lessee”
shall comply with the planned decision on the use by the Purchaser without
objections (including civil and criminal liabilities).


 


SECTION
3 (SECURITY DEPOSIT AND RENT)


 


1.               The security deposit on said
Leased Premises of Section 1 shall be made payable in the amount of seventy
nine million, two hundred fifty thousand, one hundred Won (W
79,255,100). [Addendum 5]


2.               The rental payment amount
shall be made payable in the amount of fourteen million, eight hundred forty
six thousand, five hundred thirty Won (W 14,846,530). [Addendum 5]


3.               The monthly rental amount of
Paragraph 2 of this Section shall be deposited into a bank account designated
by “Lessor” by the 10th day of the following month. If the payment
date falls into a holiday, the payment shall be due the following day.


However, in the event that the period from the
signing of this agreement to the first payment date of the monthly rent that
comes around and the lease period of the last month are less than one month,
daily calculated rates shall be applied to the payment for these periods.


4.               If the payment due date of
Paragraph 3 of this Section is passed, “Lessee” shall pay interest on the
arrear amount with the average arrear interest of a commercial bank for a
regular loan applied.


 


1

















 


5.               In the case of default on
the security deposit and the monthly rental amount, “Lessee” shall immediately
restore the real estate in use to its original condition and surrender it to “Lessor”.


 


SECTION
4 (MAINTENANCE FEES)


 


1.               The maintenance fees shall
be divided into a fixed maintenance fee and a variable maintenance fee.


2.               “Lessee” shall pay three
thousand six hundred Won (W 3,600) per Pyung as of the date when this
agreement is made as the fixed maintenance fee and calculate the actual
expenses according to what has actually been used for the variable maintenance
fee that is payable by the 25th of the following month.


 


SECTION
5 (PAYMENT OF VALUE ADDED TAX)


 


Security
deposit, monthly rental amount and value added tax levied upon maintenance fees
in pursuant to this Agreement shall be payable by “Lessee”.


 


SECTION
6 (ADJUSTMENT OF RENT)


 


1.               The monthly rental amount of
Paragraph 2 of Section 3 shall be adjusted every 2 years.


2.               In the case of each of the
following subparagraphs below, both companies may adjust the rent amount by
written notice made 30 days prior to such an event.


(1)          If it is necessary to change
the existing rental amount due to fluctuations of real estate value (Land
price, taxable standard price and market rate etc).


(2)          If changes are made in tax
and dues or quasi-tax that are imposed upon the Leased Premises.


(3)          If it is deemed necessary to
adjust the rental amount according to economic conditions such as changes in
the price of commodities.


(4)          If there are changes in the
Leased Premises or in the area measurement.


 


SECTION 7 (USE OF FACILITIES)


 


In the event that “Lessee” uses facilities of “Lessor”, “Lessee” may do
so by entering into a separate agreement between “Lessor” and “Lessee”.


 


SECTION 8 (PROHIBITION OF TRANSFER, SUBLEASE AND DISPOSAL)


 


“Lessee” may not transfer its rights and obligations in pursuant to
this Agreement to a third party or sublease all or any portion of the Leased
Premises to be used by the third party.


 


SECTION 9 (RESPONSIBILITY TO PROTECT ASSETS)


 


“Lessor” shall not be liable for any accident or loss sustained occurring
within the Leased Premises and “Lessee” shall take responsibility and exercise appropriate
safety and maintenance measures.


 


2

















 


SECTION
10 (MODIFICATION OF THE LEASED PREMISES)


 


1.               “Lessee”, at “Lessee’s”
expense, may make necessary modifications as described in each of the following
subparagraphs below to the Lease Premises by obtaining a prior written consent
of “Lessor”.


(1)          Installation and change of
necessary for conducting business such as installation of partitions or
placement of light fixtures.


(2)          Utilities services such as
lights, power, telecommunication, air supply or vent and gas.


2.               “Lessee” shall not claim for
reimbursement of general expenses or costs of purchase of accessorial equipment
incurred by the previous paragraph.


3.               During the Lease Term, “Lessee”
shall preserve, use and receive benefit from the Leased Premises fulfilling the
obligation of good governance, and comply with relevant laws when making
changes in the Leased Premises. “Lessee” shall be held entirely responsible for
changes made to the Leased Premises without observing relevant laws and
regulations.


 


SECTION 11 (MAINTENANCE OF THE LEASED PREMISES)


 


1.     “Lessor” shall take responsibility for maintaining the objects
initially designated (Structural portions, fire prevention section, roof
waterproofing, and external) and in the event that these objects require
repairs such as wear and tear, fading, and failure to operate normally, such
repairs shall be performed at the expense of “Lessor”.


2.     Except for cases described in the previous paragraph, when
repairs are performed by the necessity of “Lessee” at the expense of “Lessee”,
there shall be discussions with “Lessor” and “Lessee” shall not claim for
reimbursement of overall expenses borne by “Lessee”.


 


SECTION 12 (DAMAGE REPARATION)


 


1.               In the event that “Lessee”,
its trade partners and visitors including its employees and suppliers cause
damage to the Leased Premises and other assets of “Lessor”, “Lessee” shall
immediately notify such damage to “Lessor” and provide reparation for related
damage.


2.               Even in the case where a third
party causes damage to the Leased Premises as described in the previous
paragraph, if “Lessee” fails to notify “Lessor”, such damage shall be deemed
incurred by actions of “Lessee”.


3.               As to the damage amount of
each previous paragraph, “Lessor’s calculation based on the market price as of
the time of the reparation shall be followed.


 


SECTION 13 (TERMINATION OF THE AGREEMENT)


 


1.               In the event that “Lessee”
commits action as described in each of the following subparagraphs, “Lessor”
may immediately terminate this agreement without notification.


(1)          If default shall be made by “Lessee”
for its overall payment obligation including the established rental amount for
longer than 2 months.


(2)          If “Lessee” shall go under
bankrupt or become insolvent or an application shall be filed for corporate
reorganization against “Lessee”.


 


3

















 


(3)          If actions of “Lessee” incur
damage to “Lessor”, or “Lessor” believes it is necessary to terminate the
Agreement from its business perspective.


(4)          If actions that do not
comply with or contradict the regulations or matters for observance shall be
committed.


(5)          If other actions that
infringe upon this Agreement shall be committed.


 


2.               In the case of the previous
paragraph, “Lessor” may at any time terminate this Agreement and have the
Leased Premises vacated, The fact that Security Deposit is entrusted with “Lessor”
shall not give “Lessee” any reason or ground for rejecting the return of the
Leased Premises.


 


SECTION 14 (EXPIRATION OF THE AGREEMENT)


 


This Agreement shall expire on the grounds of each of the following
subparagraphs.


1.               If the Term of the Lease
expires,


2.               If this Agreement shall be
terminated or cancelled on the grounds of each paragraph of this Agreement,


 


SECTION 15 (CAUSES FOR INDEMNITY)


 


1.               “Lessor” shall not be held
liable for damage or inconveniences suffered by “Lessee” due to reasons that
cannot be imputed to “Lessor” such as natural disaster, war, violence and Force Majeure
events.


2.               Even when there are causes
of Force Majeure, the fulfillment period for payment obligations of “Lessee”
already generated by this Agreement shall not be extended.


 


SECTION 16 (REVISION OF THE AGREEMENT)


 


“Lessor” and “Lessee” may modify or revise the paragraphs of this
Agreement through mutual discussions even before the expiration of the Term of
the Lease when reasonable and inevitable reasons shall be presented.


 


SECTION 17 (DISPUTE)


 


Questions and disagreements as to each paragraph of this Agreement or
all disputes that arise with relation to this Agreement shall be resolved
through mutual discussions of both parties and the jurisdiction where the main
office of “Lessor” is located shall oversee litigations for all disputes.


 


SECTION 18 (MANAGEMENT)


 


1.               Proper management of the Leased
Premises shall be handled by “Lessee”.


2.               The selection of a manager
in charge of legal permissions and authorizations accompanying the operation of
“Lessee’s business and related work activities shall be performed by “Lessee”.


 


4

















 


SECTION 19 (WEARING OF WORK UNIFORM)


 


“Lessee” shall not enter or exit the main entrance and main buildings
(including the research building) of “Lessor”. In order to resolve such
security problems, if work uniforms are to be worn, employees of “Lessee” shall
wear work uniforms that can easily distinguish them from employees of “Lessor”,


 


SECTION 20 (MANAGEMENT REGULATIONS)


 


“Lessor” may establish and enforce overall management regulations and
detailed rules so as to protect its assets and proficiently manage the Leased
Premises and such management regulations shall be made effective as a part of
this Agreement.


 


In order to verify the signing of this Agreement, 2 copies of the
Agreement shall be made and the Lessor and the Lessee shall sign and retain
each copy respectively.


 


	
   

  	
  Feb   ,     2009

  
	
   

  	
   

  
	
   

  	
  Lessor:
  254-1 Maegok-ri, Hobeop-myun, Icheon city, Gyunggi-do

  
	
   

  	
  Hyundai
  J Comm Co., Ltd

  
	
   

  	
  CEO
  Byung Ki Park [Seal]

  
	
   

  	
   

  
	
   

  	
  Lessee:
  254-1 Maegok-ri, Hobeop-myun, Icheon city, Gyunggi-do

  
	
   

  	
  Enerland
  Co., Ltd

  
	
   

  	
  CEO
  Hwan Jin Noh [Seal]

  



 


 


5














 


[Addendum
1] Hobeop Factory leased area


 


1. Building


 


	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Leased Area

  	
   

  	
   

  	
   

  
	
  Description

  	
   

  	
  Building

  Name

  	
   

  	
  Floor

  	
   

  	
  Total Area (m2)

  	
   

  	
  Dedicated

  Area

  	
   

  	
  Shared Area

  	
   

  	
  Total (m2)

  	
   

  	
  Total

  (Pyung)

  	
   

  	
  Comment

  	
   

  
	
  Hobeop

  	
   

  	
  Hobeop Factory Building

  	
   

  	
  1st floor

  	
   

  	
   

  	
   

  	
  1,144.08

  	
   

  	
  380.17

  	
   

  	
  1,524.25

  	
   

  	
  461

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  3,098.99

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  1st floor (2nd section)

  	
   

  	
   

  	
   

  	
  264.46

  	
   

  	
   

  	
   

  	
  264.46

  	
   

  	
  80

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Research Building

  	
   

  	
  1st floor

  	
   

  	
  991.70

  	
   

  	
  702.50

  	
   

  	
  289.20

  	
   

  	
  991.70

  	
   

  	
  300

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Total

  	
   

  	
  4,090.69

  	
   

  	
  2,111.04

  	
   

  	
  669.37

  	
   

  	
  2,780.41

  	
   

  	
  841

  	
   

  	
   

  	
   

  



 


6














 


	
  [Addendum
  2] Layout of the buildings of Hobeop Factory

  



 


[Korean
insert: Research building]


 





 


7

















 


	
  [Addendum
  3] Layout of 1st floor of Enerland Factory

  



 


[Korean
insert: Leased Area (461 pyung), Leased Area (80 Pyung)]


 





 


8

















 


	
  [Addendum
  4] Layout of 1st floor of Research Building (Enerland Factory)

  



 





 


9














 


[Addendum
5] Rental amount and security deposit


 


	
  Description

  	
   

  	
  Company

  Name

  	
   

  	
  Agreement Property

  	
   

  	
  Agreement
  Term

  	
   

  	
  Leased
  Area

  [Pyung]

  	
   

  	
  Rental
  Amount /

  (Month)

  [won]

  	
   

  	
  Security Deposit

  	
   

  	
  Comment

  	
   

  
	
  Existing
  Lease

  	
   

  	
  Enerland

  	
   

  	
  Factory Lease (Factory
  building)

  	
   

  	
  Feb. 16, 2008 ~ Feb. 15
  2009

  	
   

  	
  461

  	
   

  	
  6,925,510

  	
   

  	
  69,255,100

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Factory Lease (Factory
  building)

  	
   

  	
  June 1, 2008 ~ May 31,
  2009

  	
   

  	
  80

  	
   

  	
  2,400,000

  	
   

  	
   

  	
   

  	
  [2 illegible cut-off seals]

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Factory Lease (Factory
  building)

  	
   

  	
  Oct. 22, 2008 ~ Oct.21,
  2009

  	
   

  	
  300

  	
   

  	
  4,950,000

  	
   

  	
  10,000,000

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Sub-total

  	
   

  	
  841

  	
   

  	
  14,275,510

  	
   

  	
  79,255,100

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Adjusted
  Rent

  	
   

  	
  - 4% increased rent
  amount (Month)

  	
   

  	
   

  	
   

  	
  Mar. 1, 2009 ~
  Feb.28, 2011

  	
   

  	
  841

  	
   

  	
  14,846,530

  	
   

  	
  79,255,100

  	
   

  	
   

  	
   

  



 


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