Exhibit 10.6


Contract for 3D 

Stereoscopic Imaging 

Business


April 3rd, 2008


[ A ] : masterImage Co., Ltd.

[ B ] : Praotech Co., Ltd.






Contract


Contract No. :
08-PRAO0319-01

Contract Title: Contract for the Joint Patent application, Manufacture, and
Sales of Chipset for Stereoscopic Camera Modules Used in Mobile Devices
(hereafter “Stereoscopic 3D Camera Chipset”).


This is an agreement between
Master Image Co. Ltd. (14-2 Baeksong Bldg 1F, Nonhyeon-dong, Kangnam-gu, Seoul,
hereinafter called “A”) and Praotech Co. Ltd. (Seocho Town 2F-203, Bangbae-dong
1002-14, Seocho-gu, Seoul, hereinafter called “B”) to enter into contract in
good faith and sincerity to promote joint patent application, manufacture and
sale of stereoscopic 3D camera chipsets as stated in the following terms and
conditions set forth herein, as follows.


	
 

	
 


	
Article 1.

	
Purpose of Agreement





          The
purpose of this contract is to define that A will be liable for the
development, and B for the manufacture and sale of stereoscopic 3D camera chipsets
for the mutual prosperity of all concerned parties.


	
 

	
 


	
Article 2.

	
Scope of Collaboration








	
 

	
 


	
1.

	
Securing Joint Patent:
  Stereoscopic image producing and stereoscopic image processing chip for
  mobile devices.


	
 

	
 


	
 

	
Development Period: Until
  July 31st, 2008.


	
 

	
 


	
2.

	
Responsibility (1): In
  relation to article 2 clause 1 joint patent, A will be in charge of
  development, and B will be in charge of manufacture and sales. In addition, A
  will promote business operations of and cooperate and contribute to the growth
  of sales.


	
 

	
 


	
3.

	
Responsibility (2): In
  order for B to execute smoothly the manufacture and sales of the technology
  developed by A, B will supply technological and manufacturing support to A in
  relation to the aforementioned executions.


	
 

	
 


	
4.

	
The sales of stereoscopic
  3D camera chipset arise from the chipset manufacturer delivering the goods to
  A and then A delivering these goods to B so that the sale may occur. However
  in the case that if A has to personally deliver the goods then both parties
  will consult with the other, results of which will be enclosed and executed
  accordingly.








	
 

	
 


	
Article 3.

	
Contract Amount 








	
 

	
 


	
1.

	
In relation to A’s
  stereoscopic 3D chipset, and as compensation for B being granted manufacture
  and sales rights, B will give payment to A according to the following
  remuneration.


	
 

	
 


	
-

	
Three Hundred and Fifty
  Million (\350,000,000.00
  VAT excluded) Korean Won.








	
 

	
 


	
Article 4.

	
Payment and Transfer Terms








	
 

	
 

	
 


	
1.

	
Payment Schedule and
  Amount:


	
 

	
 

	
 


	
 

	
1st Installment
  (April 3rd, 2008):

	
A clear Ninety-eight
  Million (\98,000,000)
  Korean Won.


	
 

	
 

	
 


	
 

	
2nd Installment
  (April 17th, 2008):

	
A clear One Hundred and
  Two Million (\102,000,000)
  Korean Won.


	
 

	
 

	
 


	
 

	
3rd Installment
  (April 24th, 2008):

	
A clear One Hundred and
  Fifty Million (\150,000,000)
  Korean Won.


	
 

	
 

	
 


	
 

	
(VAT excluded, can be
  revised according to mutual consultation)


	
 

	
 

	
 


	
2.

	
Transfer Method: Cash
  deposits will be to the bank account appointed by A.










	
 

	
 


	
Article 5.

	
Contract Validity








	
 

	
 

	
 


	
 

	
1.

	
Contract Coming into
  Effect


	
 

	
 

	
 


	
 

	
1)

	
This contract will come
  into effect at contract signing.


	
 

	
 

	
 


	
 

	
2)

	
AFTER CONTRACT SIGNING
  SHOULD ANY DISPUTES ARISE FROM THIS CONTRACT AND BETWEEN WITH SALUX CO. LTD.,
  A WILL ASSUME FULL RESPONSIBILITY INCLUDING ANY DAMAGES AND INJURIES TO B AS
  CONSEQUENCE OF THIS DISPUTE, AND B WILL SUPPORT AND COOPERATE WITH A WHEN
  NECESSARY.








	
 

	
 


	
Article 6.

	
Contract Provision Details





-     Foreword     -


	
 

	
 


	
1.

	
This contract is signed
  with the purpose to enter into a business collaboration with regards to all
  aspects related to the technology developed by A for stereoscopic 3D camera
  chipsets. As such both parties agree to invest all efforts into carrying out
  all terms and conditions outlined in this contract.


	
 

	
 


	
2.

	
After the successful
  commercialization of the stereoscopic 3D camera chipsets as according to
  contract terms and conditions, A and B will actively seek to increase
  collaboration between both parties, and actively promote wider cooperation in
  regards to the development and business of future stereoscopic 3D camera
  chipsets integrated devices utilizing stereoscopic 3D camera chip technology.


	
 

	
 


	
3.

	
Each parties’ contractual
  obligations have been mutually agreed upon and are as defined as follows:


	
 

	
 


	
-     Terms
  and Conditions of the Contract     -


	
 


	
Both parties involved have
  confirmed the preambles mentioned in this contract in the foreword and terms
  and conditions of the contract, and have agreed to as follows:


	
 


	
1.

	
Both parties will
  establish a reciprocal partnership and collaborate actively to implement a
  superior and competitive business policy based upon the stereoscopic camera,
  module and ICU technology currently owned by A, and potential future business
  prospects based upon aforementioned technology.


	
 

	
 


	
2.

	
As A and B have acquired
  joint ownership of the patent application as mentioned in clause 2, A will be
  in charge of development and B will be in charge of manufacture and sales of
  stereoscopic 3D camera chipsets. 


	
 

	
 


	
3.

	
A will be responsible for
  any defect(s) in the product, and will resolve the defect(s) in the shortest
  period possible as per B’s request, and as such article 9 will take effect
  and as stipulated therein, A will be held responsible.


	
 

	
 


	
4.

	
Any products, identical or
  similar in nature, with improved performance or properties, or additional
  functions, which are a result of patents related to the jointly-owned patents
  as mentioned in article 2, will be covered by the same conditions and terms
  of said articles, and joint ownership rights will be maintained by both A and
  B. Additionally, in the case of development of new versions (excluding simple
  functional improvements) in relation to the contract for development given to
  B, A and B will jointly carried out the development from the planning phase,
  and expenses resulting from such will be jointly shared by A and B. Evidence
  for the expenses will be based on the trial balance sheet submitted by A and
  will be negotiated upon by both parties.


	
 

	
 


	
5.

	
In relation to additional
  development, supporting documentation will be mutually agreed upon as
  objective expenses and allotted expenses will be attached separately.


	
 

	
 


	
6.

	
According to this
  contract, the total amount to be paid by B has been set at Three Hundred and
  Fifty Million (\350,000,000.00)
  Korean Won.


	
 

	
 


	
7.

	
A and B agree to divide
  ownership of all patents related to this contract and the jointly acquired
  patens, on a 50:50 basis. Joint patent application and registration,
  maintenance fees will be covered by B.










	
 

	
 


	
8.

	
With the exception of the
  manufacturing unit cost amount, remaining profits resulting from sales of
  product will be shared by A and B. At time of profit distribution, whoever
  from A or B executed the business operations will collect 2/3 of the profits
  and the remaining 1/3 of the profits will go to the other party.


	
 

	
 


	
9.

	
Unit price for the product
  and the manufacturing unit cost will be agreed upon mutually through written
  communications. 


	
 

	
 


	
10.

	
All transactions will be
  carried out through tax invoices as stipulated in article 8.


	
 

	
 


	
11.

	
Among the original patents
  held by A, stereoscopic 3D panels are within the operational scope of
  business, and as such if in the future in the course of B’s business
  operations should B request A for the start of operations of the assembly
  line for panels, then B will compensate A for necessary production facilities
  and assembly technology, machinery installations as according to market and
  local conditions, negotiated and agreed upon by both parties. 


	
 

	
 


	
12.

	
According to
  aforementioned clause 11 and manufacture of assembled stereoscopic 3D panels
  A will transfer all related necessary materials, technology and equipment for
  the manufacture of stereoscopic 3D panels to B and contract amount will be
  decided upon mutual agreement.


	
 

	
 


	
13.

	
A will collaborate in
  providing technical assistance and training as per request from B.


	
 

	
 


	
14.

	
Tax invoices will be drawn
  according to the date of account of sales, as such to date for payment for
  goods received will be mutually agreed upon.


	
 

	
 


	
15.

	
At time of contract
  signing, mutual obligations and rights will come into effect immediately. 


	
 

	
 


	
16.

	
Any patents related to
  this contract will be jointly applied, and any fees resulting from such, B
  will cover fees related to the pre-existing patents, and fees resulting from
  additional patents will be shared jointly by both parties.


	
 

	
 


	
17.

	
Regardless of the
  existence or non-existence of the patent registration as stipulated in
  article 2, profit distribution resulting from the sales of stereoscopic 3D
  chipsets will be based upon the agreed terms in clause 8.


	
 

	
 


	
18.

	
B shall have the right to
  sell, after mutually agreed upon negotiations, any other end-products
  developed from the technology provided by A.


	
 

	
 


	
19.

	
In case of disruption of
  business operations of B rising from this contract and Salux Co. Ltd. and
  other contracted parties, then A will be wholly held responsible and
  indemnification will be set according to article 9.


	
 

	
 


	
20.

	
Both A and B agree to keep
  all contracted products and acquired documentation related to contracted
  product for fulfillment of formal contract, as confidential and not to be
  disclosed to a third party without previous consent of the other party in
  writing. If aforementioned confidential documentation and/or information have
  been disclosed by breach of contract, the offending party will compensate for
  any and all damages incurred and is obligated to pay indemnities to the other
  party, and will be legally held responsible for such actions.


	
 

	
 


	
21.

	
In relation to the
  contracted patent, patent registration will be carried out as jointly-owned
  patent registration. In the case of patent application not being registered,
  re-application of patent and new patent application currently under
  registration will be covered by the same terms and conditions of this
  contract and will be applied jointly by both parties. Even in this case,
  negotiated terms to this contract will come into effect.


	
 

	
 


	
22.

	
Any additional negotiated
  terms related to this contract will be attached separately (attached
  negotiated terms will become effective identical to the effect of this
  contract).








	
Article 7.

	
Rights and Scope of
  Protection of Developed Product





          Intellectual
Property and Commercial Rights: All intellectual property rights and commercial
rights arising from the development of stereoscopic 3D camera chipset and
“stereoscopic image producing and processing chip for mobile devices”, as
outlined in Article 6 above, shall be owned jointly by A and B.






	
 

	
 


	
Article 8.

	
Termination and
  Cancellation








	
 

	
 

	
 


	
1.

	
In case of breach of
  contract, or if due effort and diligence were not carried out according the
  following criteria, A and B can decide to terminate or nullify the contract
  after one party notifies the other party in writing.


	
 

	
 


	
 

	
a.

	
A and B did not fully
  carry out in all due diligence all of their responsibilities and duties.


	
 

	
 

	
 


	
 

	
b.

	
Non-payment of a bill or
  check by A or B, forcible execution by a third party (including provisional
  seizure and disposition), declaration of bankruptcy or request for
  liquidation of company, and any acknowledge major management-related cause
  which results in the lack of ability to carry out their duties as according
  to this contract.


	
 

	
 

	
 


	
2.

	
Should both parties A and
  B mutually agree that it is impossible to execute the contract for reasons
  other than those applicable to clause 1 mentioned above, and have agreed to
  do in writing, may terminate and/or cancel the formal contract.








	
 

	
 


	
Article 9.

	
Compensation








	
 

	
 


	
1.

	
In case of breach of
  contract, A and B shall notify and inform the other party about the causes of
  the breach. Within Two (2) days after receipt of said notification, the
  notified party shall evaluate the situation and submit a solution proposal to
  the other party within Two (2) days of said examination. Should the
  occurrence and/or solution proposal be deemed as breach of contract (as outlined
  in Article 8 Clause1), A and B can equally request indemnification and the
  other party will assume full responsibility for the breach. 


	
 

	
 


	
2.

	
Defect(s) arising from the
  product as according to this contract with A, will be the full responsibility
  of A.








	
 

	
 


	
Article 10.

	
Arbitration and Litigation








	
 

	
 


	
1.

	
Should a dispute arise in
  the interpretation of the formal contract, then according to accepted
  practices and conventions, if it is difficult to reach a mutual agreement,
  legal procedures will be followed as mandated by Seoul District Court.


	
 

	
 


	
2.

	
According to clause 1
  above, any unresolved litigations arising from non-agreement and breach of
  contract shall be arbitrated by Seoul District Court as the arbitrating legal
  court.


	
 

	
 


	
 

	
To evidence this contract
  having been entered for the harmonious reciprocal relationship between A and
  B, Two (2) copies of the contract will be produced, signed and notarized and
  copy kept by each party. (end)


	
 

	
 


	
3.

	
Notarization will occur
  when newly-established B’s legal papers are prepared.





April 3rd, 2008.


	
 

	
 


	
“A”: 

	
 


	
 

	
Master Image Co., Ltd.


	
 

	
Business Registration No.:


	
 

	
Address: Baeksong Bldg.
  1F, 14-2 Nonhyeon-dong, Kangnam-gu, Seoul. 


	
 

	
CEO Young-hoon Lee
  (signature)


	
 

	
 


	
“B”:

	
 


	
 

	
Praotech Co., Ltd.


	
 

	
Business Registration No.:


	
 

	
Address:
  Seocho Town 2F Rm.203, Bangbae-dong 1002-14, Seocho-gu, Seoul. 


	
 

	
CEO Sang-bong Lee, Mi-Soon
  Han (signature)