Exhibit 10.8


 


Real Estate [Building] Lease Agreement


 


September 15, 2008


 


Lessor: Jijun Company


 


Lessee: Enerland Co., Ltd.


 


October 21, 2008


 

















 


Lease Agreement


 


This
Lease Agreement shall be made and entered into between Lessor, Jijun Company (“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) are 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 located in 128-4, Maegok-ri, Hobeop-myun, Icheon city, Gyunggi-do.


4,537
m2 (461
pyung) in total, Building Area = 1,149.45 m2, 


Total
Floor Area = 2194.65 m2


 


SECTION 2
(TERM OF LEASE)


 


1.               The Lease Term for the
building of said Leased Premises of Section 1 shall last for 3 years from September 15,
2008 to September 15, 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”
two months 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.               There is no security deposit
payable and the Rent shall be made payable in the amount of twelve million (W
12,000,000).


2.               The rental amount of
Paragraph 1 of this Section shall be deposited into a bank account
designated by “Lessor” by the 15th 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.


 


3.              If the payment due date of
Paragraph 2 of this Section is passed over, “Lessee” shall pay interest on
the arrear amount with the average arrear interest of a commercial bank for a
regular loan applied.


 






	
   

  	
  * VAT included W
  13,500,000

  



 


SECTION 4
(MAINTENANCE FEES)


 


“Lessee” shall be responsible for all maintenance
fees.


 


SECTION 5
(PAYMENT OF VALUE ADDED TAX)


 


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


 


1

















 


SECTION 6
(ADJUSTMENT OF RENT)


 


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


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 within
the Leased Premises and “Lessee” shall take responsibility and exercise
appropriate safety and maintenance measures. 


 


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 Lay-Out 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”.


 


2

















 


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)          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. 

[2 illegible seals]


 


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.


 


3

















 


SECTION 18
(MANAGEMENT)


 


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


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


 


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.


 


September 15, 2009


 


Lessor:  Hanyang Apt 5-608, 32-5
Banpo-dong, Seocho-gu, Seoul


Jijun Company


CEO Seon Kyung Lee [Seal]


 


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


Enerland Co., Ltd


CEO Hwan Jin Noh [Seal]


 


4