Loan guarantee issued by Seo Kyu Lee to Industrial Bank of Korea



 Exhibit 10.12 
  
 The Bank must explain major terms of this agreement, and deliver copies of the general terms and conditions of the bank credit facility (Eun Hang Yeo Shin Yak
Kwan), together with this agreement to the (joint and several) guarantor. 
  
 Keun Guarantee 
  

			
	TO: Industrial Bank of Korea	  	March 31, 2005

  
 Joint and Several Guarantor: Seo Kyu
Lee 
 Address: 3-1510, Seon Kyoung Apt., 163, Ingae-dong, Paldal-gu, Suwon-si 
  
 The undersigned joint and several guarantor (the “Guarantor”) hereby agrees that the Guarantor shall be jointly and severally
liable for any and all current and future obligations of the debtor pursuant to Article 1 herebelow and hereby approves and agrees that with respect to the performance of the guaranteed obligations as a guarantor, the terms and conditions of the
general terms and conditions of bank credit facility (the “General Terms”) and the loan agreement separately submitted by the debtor to the bank shall apply the Guarantor. 
  
 Article 1. Guaranteed Obligations, etc. 
  

	1.1	The Guarantor shall undertake to perform as follows: 

  

	 	a.	Debtor 

  
 Name: Pixelplus Co., Ltd. 
  
 Address: Suwon Center, Kyunggi Venture Bldg, 1017, Ingae-dong, Paldal-gu, Suwon-si 
  

	 	b.	Scope of Guaranteed Obligations 

  
 The bank explained to the Guarantor that he may choose one of the three types of guarantees with varying degree of guaranteed obligations,
and the Guarantor chose comprehensive keun-guarantee (Po Kwal Keun Bo Jeoung) covering any and all current and future debt obligations (including interest, default interest, and other ancillary obligations) of the debtor with respect to all
transactions with the bank. 







 Specific (Teuk Jeong) Keun Guarantee 
  
 Any and all current and future obligations of the Debtor with respect to the Bank under the
following agreements 
  

			
	 Agreement dated   ̈
	  	 Agreement dated   ̈

		
	 Agreement dated   ̈
	  	 Agreement dated   ̈


  
 Limited (Han
Jeong) Keun Guarantee 
  
 Any and all current
and future obligations of the Debtor with respect to the Bank for the following types of transactions 
  

					
	  ̈  type
transactions
	  	  ̈  type
transactions
	  	  ̈  type
transactions


  
 Comprehensive (Po
Kwal) Keun Guarantee 
  
 Any and all current
and future obligations of the Debtor with respect to the Bank as follows: 
  

	a.	Any and all obligations with respect to loan under notes, overdraft, note discount, repayment guarantee, receivables, acquisition of corporate bonds, lease of securities, foreign
currency transactions and other credit facilities transactions 

  

	b.	Guarantee obligations with respect to transactions described above between the Bank and a third party 

  

	c.	Obligations under the notes and/or checks acquired with respect to transactions described above between the Bank and a third party 

  

	 	c.	Maximum Keun Guarantee Amount 3 billion Won 

  

	 	d.	Settlement on Keun Guarantee 

  
 The Bank explained to the Debtor that the Debtor may choose one of the following three methods as its settlement terms, and the Debtor
chose the settlement date determined under the “future fixed type” as its settlement terms. 
  
 Future Fixed Type 
  
 Not to be
determined. 
  
 The Debtor may fix its keun guarantee settlement date three years
after the execution of this Agreement, which shall be 14 days after the notice thereof. If the 14 day period is not secured, the settlement date shall be fixed to the date on which 14 days will have been lapsed from the date of notice. 







 Fixed Type 
  
 [year/month/date] 
  
 Automatic Fix Type 
  
 Not to be determined. 
  
 The Debtor may fix its
keun guarantee settlement date three years after the execution of this Agreement, which shall be 14 days after the notice thereof. If the 14 day period is not secured, the settlement date shall be fixed to the date on which 14 days will have been
lapsed from the date of notice. Provided, however, that if the Debtor has not fixed the settlement date by the 5th
anniversary of the execution date of this agreement, the 5th anniversary date shall be the settlement date.

  

	1.2	The obligations covered by the guarantee provided by any of the following financial institutions shall be excluded from the guaranteed obligations hereunder:


  

	 	a.	Banks established pursuant to the Bank Act and other special legislations; 

  

	 	b.	Credit guarantee fund established pursuant to the Credit Guarantee Fund Act; 

  

	 	c.	Technology credit guarantee funds established pursuant to the Financial Assistance to New Technology Businesses Act; 

  

	 	d.	Residential house financing credit guarantee funds established pursuant to the Act on the Assistance to Residential Stability and Lump Sum-Raising Savings of Workers;


  

	 	e.	Guarantee insurance companies established pursuant to the Insurance Business Act; 

  

	 	f.	Other institutions issuing guarantees pursuant to relevant agreement with the Bank. 

  
 Article 2. (Restriction on Set-Off) 
  
 The Guarantor shall not, unless otherwise required pursuant to Article 7 of the General Terms (Acceleration) (for corporate loan, occurrence of redemption triggering
events under Article 9 of the General Terms shall be included), raise any claims for set-off of the Debtor’s obligations with any claims the Debtor may have against the Bank, such as deposits in the Debtor’s account(s) at the Bank.








 Article 3. (Relations with Other Collaterals and Guarantees) 
  

	3.1	In the event that the guarantor separately provide a collateral or a guarantee for the same guaranteed obligations of the Debtor to the Bank, such collateral or guarantee shall not
be altered or changed due to this Agreement and shall be cumulatively applied unless otherwise separately agreed between the parties. 

  

	3.2	If certain collateral has been provided to secure the same debt obligations of the Debtor and at the same time, the guarantor provides the guarantee hereunder for the same secured
amount as such collateral upon request of the bank to countermeasure any potential decrease in value of the collateral, notwithstanding Paragraph 1 above, the guaranteed obligations shall be reduced corresponding to the extent the relevant
obligations has been performed in a part or in full. 

  
 Article
4. (Change, Cancellation, and/or Termination of the Collateral) 
  
 The bank
may, out of business necessity, change, cancel, or terminate any other collateral and/or guarantee if agreed by the Guarantor or if such change, cancellation or termination would not have material adverse effect the Guarantor’s right to
recourse against the debtor such as replacement with other collateral or guarantor with the same value and qualifications, respectively, or cancellation and/or termination of the collateral or guarantee upon partial performance of the guaranteed
obligations. 
  
 Article 5. (Guarantee Term of Facility Expenses Loans)

  
 The guarantee term of facility expenses loans shall be as follows (please
mark “v” in the relevant  ̈ after carefully listening to the bank staff’s explanation): 
  

	5.1	By the time when the obligation of the debtor has bee fully repaid; or 

  

	5.2	By the time when the bank completes perfection of its security interest on the relevant facility of the debtor as collateral. Provided, however, that if the value of the collateral
is below the relevant loan amount, the guarantee shall be effective until such deficient amount is fully repaid. 








 Article 6. (Special Terms and Conditions) 
  
 Guarantor 
  

	

	Please fill in the blanks below in handwriting after you read the following: 

  

			
	1. Have you received the copies of the General Terms and this Agreement?	  	Received.
		
	2. Have you been explained with the major terms of the General Terms and this Agreement, the liabilities of the debtor, joint and several liabilities, and credit ratings of the
debtor?	  	Explained.

  

			
	Application for Omission of Notice Procedure	  	In the event that the repayment is accelerated under Article 7 of the General Terms, the Guarantor waives its right to receive notice thereon pursuant to Article 8 of the General Terms
requiring such notice.
	  	  
 The Guarantor does not wish to receive any drawdown notice from the
Bank at the time of actual drawdown.

		
	Consent on Use of Personal Credit Information	  	The Information provided by the Guarantor to the Bank is the ones that require consent of the Guarantor if such information is to be disclosed to a third party pursuant to Article 23 of the
Use and Protection of Credit Information Act. As such, the Guarantor hereby agrees that the Bank may disclose such information of the Guarantor to evaluate the credit rating of the Debtor
		
	Consented Matters	  	  ̈        Application for omission of notice procedure on acceleration
  ̈        Application for omission of notice procedure on drawdown
  ̈        Use and disclose of personal credit information.


  
 Joint
and Several Guarantor: Seo Kyu Lee (Seal) 
  

			
		
	By:	 	 /s/ Seo Kyu Lee

	 Name:
	 	 Seo Kyu Lee



  
 After listening to the
Bank’s explanation on the above, I consent to only where I marked “V”.