Unassociated Document


    


    SHARE
      SALE AND PURCHASE AGREEMENT

    


    By
      and among

    


    


    Ispromotion
      Co., Ltd.

    Soo
      Hyun You

    Seol
      Hee Park

    Nam
      Won Cho

    De
      Jong An

    Hyun
      Ik Shin

    Sung
      Hyun Yoon

    Soon
      Young Moon

    Joon
      Sang Yoo

    Gangnam
      TM Center Co., Ltd.

    as
      Sellers,

    


    and

    


    CINTEL
      CORPORATION

    as
      Purchaser

    


    


    


    


    


    Dated
      May 18, 2007


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    SHARE
      SALE AND PURCHASE AGREEMENT

    


    


    This
      SHARE SALE AND PURCHASE AGREEMENT ("Agreement")
      is
      made and entered into as of the 18th
      day of
      May 2007, by and among:

    


    Each
      Seller as described in Exhibit A (hereinafter collectively referred to as
“Sellers”);
      and


    


    Cintel
      Corporation, a
      Nevada
      corporation having its principal place of business located at 9900 Corporate
      Campus Drive, Suite 3000, Louisville, Kentucky 40223, USA ( “Purchaser”)
      

    


    Sellers
      and Purchaser are referred to herein individually as a "Party"
      and
      collectively as the "Parties".

    


    


    RECITALS:

    


    
      	
              A.
                

            	
              Bluecomm
                Korea, Co., Ltd. (the
                "Company")
                is a company incorporated and existing under the laws of Korea with
                its
                registered office at 522 Wolpyung-dong, Seo-Ku, Daejeon, Korea. The
                Company is engaged in the business of CRM Solution and consulting,
                Call
                Center Operation, Database
                marketing.

            


    

    


    
      	
              B.
                

            	
              Sellers
                own or will own immediately prior to the Closing (as defined herein
                below)
                220,000 common shares of the Company (the "Sale
                Shares")
                representing 100% of the issued and outstanding capital stock of
                the
                Company.

            


    

    


    
      	
              C.
                

            	
              Subject
                to the terms and conditions herein, Sellers desire to sell the Sale
                Shares
                to Purchaser, and Purchaser desires to purchase the Sale Shares from
                Sellers.

            


    

    


    NOW,
      THEREFORE, the Parties hereby agree as follows: 

    


     

    ARTICLE
      I   DEFINITIONS

     

    Section
      1.1 Definitions. 

     

    The
      following terms are used in this Agreement with the respective meanings ascribed
      to such terms below except as expressly provided or as the context may require
      otherwise:

    


    "Action"
      shall
      mean any claim, litigation, arbitration or inquiry, or judicial, administrative,
      regulatory or other proceeding, brought by or before (or, in the case of a
      claim, capable of being brought by or before) any court, government agency
      or
      other Government Authority or any Person.

    


    "Agreement"
      or
      "this Agreement"
      shall
      mean this Share Sale and Purchase Agreement, together with the Exhibit,
      Disclosure Schedule, Schedules and any other referenced document in this Share
      Sale and Purchase Agreement.



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    "Business
      Day"
      shall
      mean any day (except a Saturday, Sunday or legal holiday) on which banks are
      generally open for normal banking business in Seoul, Korea.

    


    "Closing"
      shall
      have the meaning ascribed to such term in Section 3.1.

    


    "Closing
      Date"
      shall
      mean the date when the Closing occurs.

    


    "Company
      Consents"
      shall
      mean all of the Consents necessary for the Company to consummate the
      Closing.

    


    "Company
      Material Adverse Effect"
      shall
      mean a material change, effect, or event that is materially adverse to the
      business, financial condition or results of operations of the Company, taken
      as
      a whole, except for any losses attributable to such change, effect or event
      that
      directly or indirectly results from: (i) any change in the industries and
      markets in which the Company operates generally, (ii) any conditions affecting
      the economy of Korea generally, and (iii) any changes in applicable
      Law,
      judgments, orders or decrees.

    


    "Consents"
      shall
      mean any consent, approval, authorization, ratification, release, waiver or
      other authorization by any Person.

    


    "Employee
      Plan"
      shall
      mean all employee benefit plans and all bonus, stock option, stock purchase,
      pension, severance or other benefits plans, and all employment, termination,
      severance, collective bargaining agreement or other agreements, to which the
      Company is a party, which are maintained for the benefit of employees (up to
      and
      including Sangmu-bo)
      of the
      Company.

    


    "Encumbrances"
      shall
      mean any and all charges, liens, security interests, options, claims, mortgages,
      pledges, proxies, voting trusts or agreements, obligations, understandings
      or
      arrangements or other restrictions on title or transfer of any nature
      whatsoever.

    


    "Environmental,
      Health and Safety Provisions"
      shall
      mean all Laws applicable to the Company, as amended from time to time and as
      now
      or hereafter in effect up to the Closing, relating to pollution, contamination,
      erosion or protection of the Environment, noise levels, or the health and safety
      of any Persons, including, without limitation, all those relating to the
      presence, use, production, generation, handling, transportation, treatment,
      storage, disposal, distribution, labeling, testing, processing, discharge,
      release, seepage, potential release or seepage, control, or cleanup of any
      hazardous materials. 

    


    "Financial
      Statements"
      shall
      mean the audited financial statements including balance sheet together with
      the
      statements of income of the Company as at and for the year ended December 31,
      2006 and the unaudited but reviewed financial statements including balance
      sheet
      together with the statements of income of the Company as at and for the
      three-month period ended March 31, 2007 (the “Most
      Recent Fiscal Month End”)
      prepared in accordance with the requirements of applicable Laws and with Korean
      GAAP, all certified by E-Jung Accounting Corporation , independent certified
      public accountants, whose report thereon is included therein.

    


    "Governmental
      Approvals"
      shall
      mean any approval, consent, or authorization from, or registration or filing
      with, notice to, or license, permit, or certification from, any Government
      Authority. Governmental Approvals with respect to any action to be taken by
      any
      Party hereunder means such Governmental Approvals as are required for the action
      under applicable Law.



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    "Government
      Authority"
      shall
      mean any national, local or foreign government, governmental, regulatory or
      administrative authority or agency, or tribunal, court, or other judicial or
      arbitral body.

    


    "Intellectual
      Property"
      shall
      mean (a) all inventions (whether patentable or unpatentable and whether or
      not
      reduced to practice), all improvements thereto, and all patents, patent
      applications, and patent disclosures, (b) all trademarks, service marks, trade
      dress, logos, trade names, and corporate names, together with all translations,
      adaptations, derivations, and combinations thereof and including all goodwill
      associated therewith, and all applications, registrations, and renewals in
      connection therewith, (c) all copyrightable works, all copyrights, and all
      applications, registrations, and renewals in connection therewith, (d) all
      trade
      secrets and confidential business information (including ideas, research and
      development, know-how, formulas, compositions, manufacturing and production
      processes and techniques, technical data, designs, drawings, specifications,
      customer and supplier lists, pricing and cost information, and business and
      marketing plans and proposals), (e) all computer software (including data and
      related documentation), (f) all other proprietary rights, and (g) all copies
      and
      tangible embodiments thereof (in whatever form or medium).

    


    "Korea"
      shall
      mean the Republic of Korea and shall include the correlative meaning of the
      adjective "Korean".

    


    "Korean
      GAAP"
      shall
      mean generally accepted accounting principles in Korea in
      effect
      as of the
      date
      hereof.

    


    "Law"
      or
      "Laws"
      shall
      mean any (i) national, provincial, state, or local statutes, regulations,
      ordinances, rules, codes, judgments, awards, orders or policies of Governmental
      Authorities, terms and conditions of Governmental Approvals, and any other
      rules, standards or specifications having the force or effect of law, whether
      Korean or foreign, and (ii) treaties, conventions, protocols and other
      promulgations having transnational legal effect. 

    


    "Liability"
      shall
      mean any liabilities, losses, indebtedness or obligations (whether known or
      unknown, whether asserted or unasserted, whether absolute or contingent, whether
      accrued or fixed, whether liquidated or un-liquidated, whether matured or
      unmatured or determined or undetermined, and whether due or to become due),
      including without limitation those arising under any order of a Government
      Authority or other Law or equity (including, without limitation, any Law
      relating to Taxes), and those arising from any contract, agreement, arrangement,
      commitment or undertaking.

    


    "Person"
      shall
      mean a natural person, partnership, corporation, limited liability company,
      business trust, joint stock company, trust, unincorporated association, joint
      venture or other entity or organization.

    


    "Purchase
      Price"
      shall
      mean the amount stipulated in Section 2.2.



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    "Real
      Property"
      shall
      mean all land, structures, buildings or other tangible assets permanently
      affixed to the land that is reflected as an asset of the Company on the
      Reference Balance Sheet. 

    


    "Reference
      Balance Sheet"
      shall
      mean the audited balance sheet of the Company as of December 31, 2006.


    


    "Reference
      Balance Sheet Date"
      shall
      mean the date of the Reference Balance Sheet.

    


    "Sale
      Shares"
      shall
      mean the 220,000 common shares of the Company as defined in the Recitals on
      page
      one of this Agreements.

    


    "Schedule"
      or
      "Schedules"
      shall
      mean a schedule or schedules attached hereto, dated as of the date hereof and
      forming a part of this Agreement.

    


    "Seller
      Consent"
      shall
      mean all of the Consents necessary for Sellers to consummate the
      Closing.

    


    "Subsidiary"
      of any
      Person shall mean any corporation with respect to which that Person (or a
      Subsidiary thereof) owns a majority of the common stock or has the power to
      vote
      or direct the voting of sufficient securities to elect a majority of the
      directors.

    


    "Tax"
      or
      "Taxes"
      shall
      mean all taxes, charges, fees, duties, levies, penalties or other assessments
      imposed by any national, provincial, local Korean or foreign Government
      Authority.

    


    "Transactions"
      shall
      mean the sale and purchase of the Sale Shares pursuant to this Agreement and
      all
      other transactions provided for or contemplated by this Agreement. 

    


    "Won"
      shall
      mean the Korean Won, the lawful currency of Korea.

    


     

    Section
      1.2 Additional Definitions.

     

    In
      this
      Agreement, a reference to:

    


    (a)
      "knowledge"
      shall
      means (i) with respect to an individual, actual knowledge or knowledge that
      an
      individual would have if such person had made all prudent and reasonable
      inquiries and (ii) with respect to an entity, actual or imputed knowledge of
      directors, statutory auditors or chief officers of a Party (with “chief
      officers” being defined as those individuals holding the position of
bujang
      or
      higher). 

    


    (b)
      "ordinary
      course of business"
      means
      the Company's ordinary course of business consistent with past custom and
      practice and not having the Company Material Adverse Effect on the
      Company.

    


    (c)
      A
      matter would be considered to have been threatened” if any demand or statement
      has been made in writing or any notice has been given in writing.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Section
      1.3 Construction.

     

    Whenever
      the context requires, the gender of all words used in this Agreement shall
      include the masculine, feminine, and neuter. Terms defined in the singular
      shall
      the have corresponding meaning in the plural, and vice versa. All references
      herein to Articles, Sections, Schedules and Exhibits shall refer to articles,
      sections, schedules and exhibits, respectively, of this Agreement. The word
      “including” shall mean “including, but not limited to.”

     

     

    ARTICLE
      II   SALE AND PURCHASE OF SHARES

    


     

    Section
      2.1 Sale and Transfer of Sale Shares.
      

     

    Subject
      to the terms and conditions of this Agreement, each Seller agrees to sell and
      transfer to Purchaser, and Purchaser agrees to purchaser from each Seller the
      Sale Shares free and clear of any Encumbrances, the respective numbers of which
      are set forth opposite their names in Exhibit A. 

     

     

    Section
      2.2 Purchase Price. 

     

    The
      purchase price for the Sale Shares shall be the amount of Korean
      Won (“KRW”
or
      “Won”)
      6,027,600,000 ( Six Billion Twenty Seven Million and Six Hundred Thounds
      Won)
      , at
Korean
      Won (“KRW”
or
      “Won”)
      27,398
      per Sale
      Share multiplied by the number of Sale Shares to be sold and transferred by
      each
      Seller (“Purchase
      Price”),
      as
      set forth opposite the names of each Seller in Exhibit A. 

     

     

    Section
      2.3 Payment Method. 

     

    On
      the
      Closing Date, subject to the satisfaction and/or waiver of the conditions
      precedent specified under Article VI herein, Purchaser shall pay the Purchase
      Price to Sellers in accordance with Section 2.2 by means of wire transfer of
      immediately available funds in Korean Won to a bank account of each respective
      Seller in accordance the amounts set forth in Exhibit A; 

     

    ARTICLE
      III   THE CLOSING

    


     

    Section
      3.1 Closing.
      

     

    Subject
      to the satisfaction and/or waiver of all conditions precedent set forth under
      Article VI herein, the consummation of the sale and purchase of the Sale Shares
      contemplated by this Agreement (the "Closing")
      shall
      take place at the offices of Yulchon, located at Textile Center 12th
      Floor,
      944-31 Daechi 3-dong, Gangnam-gu, Seoul 135-713 Korea, on May 18, unless another
      date or place is agreed in writing by each of the Parties. The date on which
      the
      Closing actually occurs is hereinafter referred to as the "Closing
      Date."
      

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Section
      3.2 Closing Actions by Sellers. 

     

    At
      or
      prior to the Closing, each Seller shall deliver, or have delivered, to Purchaser
      the following:

    


    
      	 	
              (a)

            	
              stock
                certificates representing his portion of the Sale Shares;
                

            


    

    


    
      	 	
              (b)

            	
              the
                certificates required to be delivered under Section 7.1(c) of this
                Agreement;

            


    

    


    
      	 	
              (c)

            	
              a
                certified copy of such Seller’s commercial registry, where
                applicable;

            


    

    


    
      	 	
              (d)

            	
              a
                copy of resolutions of such Seller’s board of directors authorizing the
                execution delivery and performance of this Agreement, certified by
                the
                representative director of such Seller (or
                any other officer of such Seller specifically authorized to do so),
                where
                applicable;
                and

            


    

    


    
      	 	
              (e)

            	
              without
                limitation by specific enumeration of the foregoing, all other documents
                reasonably required to be executed or delivered by such Seller to
                consummate the transactions herein
                contemplated.

            


    

     

     

    Section
      3.3 Closing Actions by the Purchaser

     

    At
      or as
      of the Closing, Purchaser shall deliver, or have delivered, to Sellers the
      following: 

    


    
      	 	
              (a)

            	
              the
                payment of the Purchase Price by wire transfer of immediately available
                funds in accordance with Section 2.3 of this Agreement;
                and

            


    

    


    
      	 	
              (b)

            	
              the
                certificate required to be delivered under Section 7.2(c) of this
                Agreement

            


    

    


    


    ARTICLE
      IV   REPRESENTATIONS AND WARRANTIES OF
      SELLERS

    


    Section
      4.1 Representations
      and Warranties with Respect to Sellers.
      

     

    Sellers
      jointly and severally represent and warrant to Purchaser that the statements
      contained in this Article IV are correct and complete in all respects as of
      the
      date of this Agreement and will be correct and complete in all respects as
      of
      the Closing Date (as though made then). 

     

     

    Section
      4.2 Organization
      

     

    Ispromotion
      Co., Ltd. and Gangnam TM Center Co., Ltd. are duly organized and validly
      existing under the laws of its incorporation with requisite corporate power
      and
      authority to make, execute, deliver and perform this Agreement. Soo Hyun You,
      Seol Hee Park, Nam Won Cho, De Jong An, Hyun Ik Shin, Sung Hyun Yoon, Soon
      Young
      Moon and Joon Sang Yoo are citizens of Korea with the requisite capacity to
      make, execute, deliver and perform this Agreement. 

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Section
      4.3 Authorization.
      

     

    Each
      Seller, where applicable, has all requisite corporate power and authority to
      execute and deliver this Agreement and to perform its obligations
      hereunder
      and to
      own or use its properties (including the Sale Shares) that it purports to own
      or
      use and to carry on its business.
      The
      execution, delivery and performance by each Seller of this Agreement have been
      duly authorized by all requisite corporate action on its part and no other
      corporate proceedings on its part are required in connection with the execution,
      delivery and performance by it of this Agreement.

    


     

    Section
      4.4 Binding
      Effect. 

     

    This
      Agreement has been duly executed and delivered by each Seller, and, assuming
      due
      and valid authorization, execution and delivery hereof by Purchaser, is a valid
      and binding obligation on each Seller, enforceable against such Seller in
      accordance with the terms and conditions herein, except as limited by applicable
      bankruptcy, insolvency, moratorium or other similar Laws affecting creditors'
      rights generally.

    


     

    Section
      4.5 Non-Contravention.

     

    The
      execution, delivery and performance by the Sellers of this Agreement, and the
      consummation of the contemplated Transactions, do not and will not (i) violate
      any provision of the Articles
      of Incorporation or
      other
      organizational documents of it, where applicable, (ii) violate or result in
      a
      breach of or constitute a default under any Law to which it is subject, (iii)
      contravene, conflict with or result in a violation of any of the terms or
      requirements of, or give any Government Authority the right to revoke, withdraw,
      suspend, cancel, terminate or modify any Governmental Approval that is held
      by
      the Company or that otherwise relates to the business of, or any of the plants
      and facilities owned or used by the Company, or (iv) conflict
      with, result in a breach of, constitute a default under, result in the
      acceleration of, create in any party the right to accelerate, terminate, modify,
      or cancel, or require any notice under any agreement, contract, lease, license,
      instrument, or other arrangement to which it is a party or by which it is bound
      or to which any of its assets is subject. 

    


     

    Section
      4.6 Governmental Consents and Approvals. 

     

    The
      execution and delivery of this Agreement by each Seller, and the performance
      of
      his obligations hereunder, do not and will not require any material filing
      with,
      or clearance, consent or approval of any Government Authority.

    


     

    Section
      4.7 Title to Sale Shares. 

     

    Seller
      is, or will be immediately prior to the Closing, the record and beneficial
      owner
      of, and has good title to the Sale Shares, free and clear of all Encumbrances.
      Upon consummation of the Transactions and the payment of the Purchase Price
      by
      Purchaser to Sellers, Purchaser shall acquire good title, free and clear of
      all
      Encumbrances, to the Sale Shares.

    


     

    Section
      4.8  Litigation.

     

    There
      is
      no pending Action that has been commenced against each Seller and that
      challenges, or may have the effect of preventing, delaying, making illegal,
      or
      otherwise interfering with, any of the Transactions. To each Seller’s knowledge,
      no such Action has been threatened.

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Section
      4.9 Representations and Warranties with Respect to the Company.

    


    (a)
      Organization.
      The
      Company is a chusik-hoesa
      duly
      organized and validly existing under the laws of Korea, and has all necessary
      power, authority and capacity to own, operate or lease the properties and assets
      now owned, operated or leased by it and to conduct and is qualified to conduct
      the business of the Company as it is now being conducted by the Company under
      the laws of Korea.

    


    (b)
      Capitalization.
      The
      authorized capital stock of the Company consists of 220,000 common shares having
      a par value of 10,000 Won per share, of which 220,000 shares have been duly
      and
      validly allotted and issued and are outstanding as fully paid and non-assessable
      shares. There are no additional shares of capital stock of the Company
      authorized, issued or outstanding; and there are no existing options, warrants,
      calls, pre-emptive rights, subscriptions or other rights, agreements,
      arrangements or commitments of any character, relating to the issued or unissued
      capital stock of the Company, obligating the Company to issue, transfer or
      sell
      or cause to be issued, transferred or sold any shares of capital stock of the
      Company.

    


    (c)
      Articles
      of Incorporation and Other Corporate Records.
      The
      Company has provided to Purchaser complete and accurate copies of the articles
      of incorporation of the Company and minutes of general shareholders meetings
      and
      board of directors meetings of the Company for the last three (3) years.


    


    (d)
      Financial
      Statements.
      The
      Company has provided to Purchaser true and complete copies of the Financial
      Statements. The Financial Statements accurately reflect in all material respects
      the books and records of the Company and have been prepared in accordance with
      Korean GAAP to fairly represent the financial position, results of operations
      and cash flow of the Company, and reflect all material liabilities of the
      Company, fixed or contingent, required to be disclosed pursuant to Korean GAAP
      as of the times and for the periods referred to therein.

    


    (e)
      Books
      and Records.
      All
      books of account and other financial records of the Company, have been fully,
      properly and accurately kept and completed, do not contain or reflect material
      inaccuracies or discrepancies of any kind up to date and fairly set out in
      all
      material respects the financial position of the Company as at the dates thereof
      and disclose all material transaction undertaken or approved through the date
      thereof.

    


    (f)
      Undisclosed
      Liabilities.
      The
      Company does not have any Liability (and there is no basis for any present
      or
      future action, suit, proceeding, hearing, investigation, charge, complaint,
      claim or demand against the Company giving rise to any Liability), except for
      (i) Liabilities set forth on the face of the Reference Balance Sheet and (ii)
      Liabilities which have arisen after the Most Recent Fiscal Month End in the
      ordinary course of business (none of which results from, arises out of, relates
      to, is in the nature of , or was caused by any breach of contract, breach of
      warranty, tort, infringement or violation of law) 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    (g)
      No
      Company Material Adverse Effect.
      Since
      the Reference Balance Sheet Date there has not been any Company Material Adverse
      Effect, or any event or development which, individually or together with other
      such events, could reasonably be expected to result in a Company Material
      Adverse Effect. 

    


    (h)
      Litigation.
      The
      Company is not involved in any pending or threatened litigation, arbitration
      or
      administrative suits, actions, claims, proceedings or investigations which
      may
      result in a Company Material Adverse Effect, or which may challenge the validity
      or propriety of this Agreement or any terms or conditions hereof, or which
      seek
      to restrain, enjoin or prohibit any of the transactions contemplated hereby.
      

    


    (i)
      Compliance
      with Law.
      The
      Company is not in violation of any Law or existing Governmental Approval which,
      individually or together with other such events, could reasonably be expected
      to
      result in a Company Material Adverse Effect. The Company has all Governmental
      Approvals necessary or proper in all material respects to conduct its operations
      as currently conducted. 

    


    (j)
      Taxes.

    


    (i)
      The
      Company has duly filed, within the times and in the manner required by Law,
      all
      tax returns and tax reports that are required to be filed by it. All Taxes
      payable by, or due from, the Company have been paid, and no deficiency for
      any
      material amount of Tax has been asserted or assessed against the Company. There
      is no pending or to the knowledge of Sellers, threatened examination, audit
      or
      investigation of the Company in respect of Taxes.

    


    (ii)
      The
      Financial Statements as of the dates thereof fully reflect accrued liabilities
      for all Taxes which are not yet due and payable and for which tax returns are
      not yet required to be filed.

    


    (k)
      Subsidiaries
      and Shareholdings.
      There
      are no Subsidiaries of the Company. The Company owns no shares or other
      securities of, and has no equity or debt investment in, any Person.


    


    (l)
      Real
      Properties and Other Assets.
      Except
      as set forth in Disclosure Schedule 4.8(1), the Company does not own or have
      any
      interest in, nor is the Company a party to any contract to purchase, sell or
      otherwise acquire or dispose of any Real Properties and other fixed assets.
      The
      Company either owns or has leasehold interests in, all Real Properties and
      other
      fixed assets used by it, free and clear of any material Encumbrances, except
      as
      disclosed in Disclosure Schedule 4.8(1). The Real Properties and other fixed
      assets used by the Company are in good operating condition and repair and are
      not in need of maintenance or repairs and are suitable for the continued
      business operations of the Company after the Closing in substantially the same
      manner as conducted prior to the Closing. 

    


    (m)
      Intellectual
      Property Rights.
      The
      Company has not interfered with, infringed upon, misappropriated, or otherwise
      come into conflict with any Intellectual Property rights of third parties.
      The
      Company owns, or possesses adequate licenses or other rights to use, all
      Intellectual Property, if any, necessary to conduct its business as now operated
      by it. The Intellectual Property, if any, registered in the name of or owned
      or
      used by or licensed to the Company and applications for any thereof (hereinafter
      the “Intangibles”) are described or referenced in Disclosure
      Schedule
      4.9(m). Seller hereby specifically acknowledge that all right, title and
      interest in and to certain Intellectual Property listed on Disclosure
      Schedule
      4.9(m) as patents are owned by the Company or the Company has a right to use
      the
      same. No officer, director, shareholder or employee of the Company or any
      relative or spouse of any such person owns any Intellectual Property, nor is
      any
      of them a party to any license agreement, used by or useful to the Company
      or
      related to its business except as listed in Disclosure
      Schedule
      4.9(m). All of said Intellectual Property and Intangibles are valid and in
      good
      standing to the best of Seller’s knowledge, and are free and clear of all liens,
      security interests, charges, restrictions and encumbrances of any kind
      whatsoever, and have not been licensed to any third party except as described
      in
Disclosure
      Schedule
      4.9(m). 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    (n)
      Employee
      Plans.
      The
      Company is not a party to or bound by any collective bargaining agreement,
      has
      not experienced any strikes, grievances, claims of unfair labor practices or
      other collective bargaining disputes, and has not committed any unfair labor
      practice. No executive, key employee or group of employees has given notice
      of
      his or their intention to terminate employment with the Company.

    


    (o)
      Insurance.
      The
      Company is insured against such losses and risks and in amounts as is customary
      in the business in which it engaged. No notice of default with respect to any
      provision of any such policies has been received, and all such policies are
      in
      full force and effect and will not be impaired as a result of the performance
      of
      this Agreement except for such defaults, non-effectiveness and impairments
      that,
      individually or in the aggregate, neither have had nor are reasonably likely
      to
      have a Company Material Adverse Effect..

    


    (p)
      Environmental.
      The
      Company has been and is in compliance with all Environmental, Health and Safety
      Provisions in all material respects.

    


    (q)
      Insolvency,
      Winding up, etc.
      No
      order has been made, petition filed or resolution passed for the winding up,
      dissolution or liquidation of the Company or for the appointment of a
      liquidator, custodian or trustee for all or substantially all of the property
      or
      assets of the Company or for an administrative order with respect to the
      Company. The Company has not commenced any other proceeding for itself under
      any
      bankruptcy, reorganization, composition, arrangement, adjustment of debt,
      release of debtors, dissolution, insolvency, liquidation or similar law of
      any
      jurisdiction, and there has not been commenced against the Company any such
      proceeding. No public auction, foreclosure, attachment, execution or other
      process has been levied or threatened on any assets of the Company.

    


    (r)
      Material
      Contracts.
      Excepts
      for contracts under which the obligations of the Company do not exceed
      300,000,000 Won (or the equivalent thereof in other currencies), the Company
      is
      not a party to any contract other than those set forth in Disclosure Schedule
      4.8(r). The Company is not in breach of any of the contracts referred to in
      this
      paragraph.

    


    (s)
      Conflicting
      Instruments.
      The
      execution by the Parties of this Agreement, and the consummation of the
      Transactions, do not and will not (i) violate any provision of the Articles
      of
      Incorporation or other internal regulations of the Company, or (ii) result
      in a
      breach of or constitute a default under any material contract to which the
      Company is a party.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Section
      4.10 NO OTHER REPRESENTATIONS. 

     

    EXCEPT
      FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED IN THIS ARTICLE IV, NEITHER
      THE
      SELLER NOR ANY OTHER PERSON OR ENTITY ACTING ON BEHALF OF SELLER MAY MAKE ANY
      FURTHER REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED. 

    


     

    ARTICLE
      V REPRESENTATIONS AND WARRANTIES OF PURCHASER

    


     

    Purchaser
      represents and warrants to Sellers that the statements contained in this Article
      V are correct and complete in all respects as of the date of this Agreement
      and
      will be correct and complete in all respects as of the Closing Date (as though
      made then). 

     

     

    Section
      5.1 Organization.

     

    Purchaser
      is a corporation duly organized and validly existing under the laws of the
      State
      of Nevada, USA. 

    


     

    Section
      5.2 Authorization. 

     

    Purchaser
      has all requisite corporate power and authority to execute and deliver this
      Agreement and to perform its obligations hereunder. The execution, delivery
      and
      performance by Purchaser of this Agreement have been duly authorized by all
      requisite corporate action on the part of Purchaser and no other corporate
      proceedings on the part of Purchaser are required in connection with the
      execution, delivery and performance by Purchaser of this Agreement. 

    


     

    Section
      5.3 Binding Effect. 

     

    This
      Agreement has been duly and validly executed and delivered by Purchaser.
      Assuming the due authorization, execution and delivery of this Agreement by
      Sellers, this Agreement constitutes a legal, valid and legally binding
      obligation of Purchaser, enforceable against Purchaser in accordance with its
      terms, except as enforcement may be limited by bankruptcy, insolvency,
      reorganization, moratorium or similar Laws affecting creditors’ rights
      generally..

    


     

    Section
      5.4 Non-Contravention. 

     

    The
      execution, delivery and performance by Purchaser of this Agreement, and the
      consummation of the Transactions contemplated hereby, do not and will not (i)
      violate any provision of the Articles of Incorporation, bylaws or other
      organizational documents of Purchaser, or (ii) violate or result in a breach
      of
      or constitute a default under any Law to which Purchaser is subject. 


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    ARTICLE
      VI   COVENANTS

    


    Section
      6.1 
      Conduct of the Business Pending the Closing.
      

     

    During
      the
      period prior to the Closing, (a) Sellers shall cause the business of the Company
      to be conducted in the ordinary course of business, (b) Sellers shall cause
      the
      Company not to engage in activities that are likely to have a Company Material
      Adverse Effect, (c) Sellers shall not, and Sellers shall cause the Company
      not
      to, enter into any transaction, or otherwise do anything, inconsistent with
      any
      of the representations and warranties under Article IV or any of the covenants
      under Article VI, and (d) Sellers shall cause the Company to keep its business
      and building premises substantially intact, including its present operations,
      physical facilities, working conditions, and relationships with lessors,
      licensors, suppliers, customers, and employees.

     

    (a) Except
      as
      otherwise expressly contemplated by this Agreement or with the prior written
      consent of the Purchaser, the Sellers shall, and shall cause the Company
      to:

     

    Conduct
      the businesses of the Company only in the ordinary course consistent with past
      practice;

    


    
      	 	
              (i)

            	
              Use
                its best efforts to (A) preserve its present business operations,
                organization (including, without limitation, management and the sales
                force) and goodwill of the Company and (B) preserve its present
                relationship with persons and/or entities having business dealings
                with
                the Company;

            


    

    
      	 	
              (ii)

            	
              Maintain
                (A) all of the assets and properties of the Company in their current
                condition, ordinary wear and tear excepted and (B) insurance upon
                all of
                the properties and assets of the Company in such amounts and of such
                kinds
                com-parable to that in effect on the date of this
                Agreement;

            


    

    
      	 	
              (iii)

            	
              (A)
                maintain the books, accounts and records of the Company in the ordinary
                course of business consistent with past practices, (B) continue to
                collect
                accounts receivable and pay accounts payable utilizing normal procedures
                and without discounting or accelerating payment of such accounts,
                and (C)
                comply with all contractual and other obligations applicable to the
                operation the Company; and

            


    

    
      	 	
              (iv)

            	
              Comply
                in all material respects with applicable
                laws.

            


    

    


    (b) Except
      as
      otherwise expressly contemplated by this Agreement or with the prior written
      consent of the Purchaser, the Sellers shall not, and shall cause the Company
      not
      to:

    


    
      	 	
              (i)

            	
              Declare,
                set aside, make or pay any dividend or other distribution in respect
                of
                the capital stock of the Company or repurchase, redeem or otherwise
                acquire any outstanding shares of the capital stock or other securities
                of, or other ownership interests in, the
                Company;

            


    

    
      	 	
              (ii)

            	
              Transfer,
                issue, sell or dispose of any shares of capital stock or other securities
                of the Companies or grant options, warrants, calls or other rights
                to
                purchase or otherwise acquire shares of the capital stock or other
                securities of the Company;

            


    

    
      	 	
              (iii)

            	
              Effect
                any recapitalization, reclassification, stock split or like change
                in the
                capitalization of the Company;

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    
      	 	
              (iv)

            	
              Amend
                the charter documents of the Company;(A) materially increase the
                annual
                level of compensation of any employee of the Company, (B) increase
                the
                annual level of compensation payable or to become payable by the
                Company
                to any of its executive officers, (C) grant any unusual or extraordinary
                bonus, benefit or other direct or indirect compensation to any employee,
                director or consultant, (D) increase the coverage or benefits available
                under any (or create any new) severance pay, termination pay, vacation
                pay, company awards, salary continuation for disability, sick leave,
                deferred compensation, bonus or other incentive compensation, insurance,
                pension or other employee benefit plan or arrangement made to, for,
                or
                with any of the directors, officers, employees, agents or representatives
                of the Company or otherwise modify or amend or terminate any such
                plan or
                arrangement or (E) enter into any employment, deferred compensation,
                severance, consulting, non-competition or similar agreement (or amend
                any
                such agreement) to which the Company is a party or involving a director,
                officer or employee of e the Company in his or her capacity as a
                director,
                officer or employee of the Company;

            


    

    
      	 	
              (v)

            	
              Except
                for trade payables and for indebtedness for borrowed money incurred
                in the
                ordinary course of business and consistent with past practice, borrow
                monies for any reason or draw down on any line of credit or debt
                obligation, or become the guarantor, surety, endorser or otherwise
                liable
                for any debt, obligation or liability (contingent or otherwise) of
                any
                other Person, or change the terms of payables or receivables;
                

            


    

    
      	 	
              (vi)

            	
              Subject
                to any lien (except for leases that do not materially impair the
                use of
                the property subject thereto in their respective businesses as presently
                conducted), any of the properties or assets (whether tangible or
                intangible) of the Company;

            


    

    
      	 	
              (vii)

            	
              Acquire
                any material properties or assets or sell, assign, transfer, convey,
                lease
                or otherwise dispose of any of the material properties or assets
                (except
                for fair consideration in the ordinary course of business consistent
                with
                past practice) of the Company except, with respect to the items listed
                on
                Schedule 6.2(b)(viii) hereto, as previously consented to by the
                Purchaser;

            


    

    
      	 	
              (viii)

            	
              Cancel
                or compromise any debt or claim or waive or release any material
                right of
                either of the Company except in the ordinary course of business consistent
                with past practice;

            


    

    
      	 	
              (ix)

            	
              Enter
                into any commitment for capital expenditures out of the ordinary
                course;

            


    

    
      	 	
              (x)

            	
              Permit
                the Company to enter into any transaction or to make or enter into
                any
                Contract which by reason of its size or otherwise is not in the ordinary
                course of business consistent with past
                practice;

            


    

    
      	 	
              (xi)

            	
              Permit
                the Company to enter into or agree to enter into any merger or
                consolidation with, any corporation or other entity, and not engage
                in any
                new business or invest in, make a loan, advance or capital contribution
                to, or otherwise acquire the securities of any other Person;
                or

            


    

    
      	 	
              (xii)

            	
              Except
                for transfers of cash pursuant to normal cash management practices,
                permit
                either of the Companies to make any investments in or loans to, or
                pay any
                fees or expenses to, or enter into or modify any Contract with, any
                Seller
                or any Affiliate of any Seller.

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    Section
      6.2 Certain
      Transaction.
      

     

    In
      furtherance of and without limiting Article 6.1, until the Closing Date, Sellers
      shall cause the Company not to, without the prior written consent of Purchaser,
      increase or decrease its capital, issue new shares of capital stock, grant
      or
      issue any Encumbrance or right in respect of shares of capital stock of the
      Company, or declare, set aside, or pay any dividend or make any distribution
      with respect to its capital stock or redeem, purchase, or otherwise acquire
      any
      of its capital stock. 

     

     

    Section
      6.2 Approvals
      and Consents.
      

     

    The
      Parties shall use their reasonable best efforts to obtain all necessary
      Governmental Approvals and necessary consents of third parties in order to
      expedite consummation of the Transactions contemplated herein.

     

    


    Section
      6.3 Further Assurances.
      

    From and
      after
      the Closing, the Parties shall execute such further documents, and perform
      such
      further acts, as may be necessary to transfer and convey the Sale Shares to
      Purchaser on the terms herein contained, and to otherwise comply with the terms
      of this Agreement and consummate the Transactions herein contemplated, and
      shall
      execute such further documents and perform such further acts as may be necessary
      for the same.

     

    ARTICLE
      VII   CONDITIONS PRECEDENT

     

     

    Section
      7.1 Conditions
      to Obligations of Purchaser to Consummate the Closing. 

     

    The
      obligations of Purchaser to complete the Closing hereunder are subject, at
      the
      option of Purchaser, to the fulfillment prior to or at the Closing of each
      of
      the following conditions, any one or more of which may be waived by Purchaser
      in
      writing. The failure by Purchaser at any time to exercise any of the foregoing
      rights shall not be deemed a waiver of any such right and each such right shall
      be deemed an ongoing right which may be asserted at any time and from time
      to
      time 

    


    
      	 	
              (a)

            	
              Covenants.
                Sellers shall have performed and complied with, in all material respects,
                all covenants, agreements and conditions required by this Agreement
                to be
                performed or complied with prior to or at the time of
                Closing.

            


    

    


    
      	 	
              (b)

            	
              Representations
                and Warranties.
                Each
                and every of
                the representations and warranties made by Sellers in this Agreement
                shall
                be true, accurate and correct as set forth in this Agreement in all
                material respects at and as of the Closing Date as though such
                representations and warranties were made at and as of the Closing
                Date.

            


    

    


    
      	 	
              (c)

            	
              Certificate.
                There shall have been delivered to Purchaser at the Closing a certificate
                executed by a duly authorized representative of each Seller, which
                shall
                be dated as of the Closing Date, certifying that (a) the representations
                and warranties of it contained in this Agreement are true in all
                material
                respects at and as of the time of the Closing with the same effect
                as
                though such representations and warranties had been made by it at
                and as
                of such time, (b) that the conditions set forth in subsections (a)
                and (b)
                of this Section 7.1 have been fulfilled, and (c) that all authorizations,
                consents, approvals and waivers or other actions required to be obtained
                by it in connection with the execution, delivery and performance
                of this
                Agreement and the consummation of the Transactions contemplated by
                this
                Agreement have been obtained.

            


    

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    
      	 	
              (d)

            	
              Consents
                and Approvals.
                All authorizations, consents, waivers, Governmental Approvals or
                other
                actions or proceedings required to be obtained or taken by the Seller
                or
                the Company under the laws of any jurisdiction or under this Agreement
                in
                connection with the execution, delivery and performance of this Agreement
                and the consummation of the transactions contemplated hereby, or
                required
                to prevent a breach or default by the Company under any lease, contract,
                bond, note or other document or instrument by virtue of the transactions
                contemplated hereby, shall have been duly obtained.
                

            


    

    


    
      	 	
              (e)

            	
              Encumbrances
                on Sale Shares.
                Any and all Encumbrances on the Sale Shares shall have been released
                and
                cancelled on or before the Closing Date.


            


    

    


    
      	 	
              (f)

            	
              Legal
                Proceedings.
                No Legal Proceedings shall have been instituted or threatened or
                claim or
                demand made against the Sellers, the Company, or the Purchaser seeking
                to
                restrain or prohibit or to obtain substantial damages with respect
                to the
                consummation of the transactions contemplated hereby, and there shall
                not
                be in effect any order by any Government Authority of competent
                jurisdiction restraining, enjoining or otherwise prohibiting the
                consummation of the transactions contemplated
                hereby;

            


    

    


     

    Section
      7.2 Conditions to Obligations of Sellers to Consummate the Closing.


     

    The
      obligations of Sellers to complete the Closing hereunder are subject, at the
      option of Sellers, to the fulfillment prior to or at the Closing of each of
      the
      following conditions, any one or more of which may be waived by Sellers. The
      failure by Sellers at any time to exercise any of the foregoing rights shall
      not
      be deemed a waiver of any such right and each such right shall be deemed an
      ongoing right which may be asserted at any time and from time to
      time

    


    
      	 	
              (a)

            	
              Covenants.
                Purchaser shall have performed and complied with, in all material
                respects, all covenants, agreements and conditions required by this
                Agreement to be performed or complied with by it prior to or at the
                time
                of Closing.

            


    

    


    
      	 	
              (b)

            	
              Representations
                and Warranties.
                Each
                and every of
                the representations and warranties made by Purchaser in this Agreement
                shall be true, accurate and correct as set forth in this Agreement
                in all
                material respects at and as of the Closing Date as though such
                representations and warranties were made at and as of the Closing
                Date.

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    
      	 	
              (c)

            	
              Certificate.
                There shall have been delivered to each Seller at the Closing a
                certificate executed by a duly authorized officer of Purchaser, which
                shall be dated as of the Closing Date, certifying (a) that the
                representations and warranties of Purchaser contained in this Agreement
                are true at and as of the time of the Closing with the same effect
                as
                though such representations and warranties had been made by Purchaser
                at
                and as of such time, (b) that the conditions set forth in Section
                7.2 have
                been fulfilled, and (c) that all authorizations, consents, approvals
                and
                waivers or other actions required to be obtained by Purchaser in
                connection with the execution, delivery and performance of this Agreement
                and the consummation of the Transactions contemplated by this Agreement
                have been obtained.

            


    

    


    
      	 	
              (d)

            	
              Consents
                and Approvals.
                All authorizations (including, without limitation, corporate
                authorizations), consents, waivers, Governmental Approvals, or other
                actions or proceedings required to be obtained or taken by Sellers
                or
                Purchaser under the laws of any jurisdiction or under this Agreement
                in
                connection with the execution, delivery and performance of this Agreement
                shall have been duly obtained. 

            


    

     

     

    ARTICLE
      VIII   TERMINATION

    


     

    Section
      8.1 Termination. 

     

    Certain
      of the Parties may terminate this Agreement as provided below:

    


    
      	 	
              (a)

            	
              Purchaser
                and Sellers may terminate this Agreement by mutual written consent
                at any
                time prior to the Closing;

            


    

    


    
      	 	
              (b)

            	
              Purchaser
                may terminate this Agreement by giving written notice to Sellers
                at any
                time prior to the Closing (i) in the event any of the Sellers has
                breached
                any representation, warranty or covenant contained in this Agreement
                in
                any material respect, Purchaser has notified Sellers of the breach,
                and
                the breach has continued without cure for a period of 30 days after
                the
                notice of breach or (ii) if the Closing shall not have occurred on
                or
                before Jun 15, 2007, by reason of the failure of any condition precedent
                under Article VII hereof (unless the failure results primarily from
                Purchaser itself breaching any representation, warranty or covenants
                contained in this Agreement); and

            


    

    


    
      	 	
              (c)

            	
              Sellers
                may terminate this Agreement by giving written notice to Purchaser
                at any
                time prior to the Closing (i) in the event Purchaser has breached
                any
                representation, warranty or covenant contained in this Agreement
                in any
                material respect, any of the Sellers has notified Purchaser of the
                breach,
                and the breach has continued without cure for a period of 30 days
                after
                the notice of breach or (ii) if the Closing shall not have occurred
                on or
                before Jun 15, 2007, by reason of the failure of any condition precedent
                under Article VII hereof (unless the failure results primarily from
                Sellers itself breaching any representation, warranty or covenants
                contained in this Agreement).

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Section
      8.2 Effect of Termination. 

     

    (a)
      If
      any Party terminates this Agreement pursuant to Section 8.1 above, all rights
      and obligations of the Parties hereunder shall terminate without any Liability
      to the other Party, except for any Liability of any Party then in breach.


    


    (b)
      In
      the event of termination of this Agreement under Section 8.1, this Agreement
      shall immediately, as from the date of such termination by the Party entitled
      to
      do so, become void, except for Articles I, IX, and X, and there shall be no
      obligation or liability on the part of either Party, except that nothing herein
      shall relieve any Party from any liability, in accordance with Article IX,
      for
      any breach of material representations, warranties or covenants which occurred
      prior to such date of termination..

    


     

    ARTICLE
      IX   INDEMNIFICATION

     

     

    Section
      9.1 Indemnification of the Parties

     

    Each
      Party (the "Indemnifying
      Party")
      will
      indemnify and hold harmless the other Party (the "Indemnified
      Party")
      for,
      and will pay to the other Party the amount of, any loss, liability, claim,
      damage, expense (including reasonable attorneys' fees) (collectively,
      "Damages"),
      arising from:

    


    (a)
      any
      breach of any representation or warranty made by the Indemnifying Party in
      this
      Agreement; or

    


    (b)
      any
      breach by the Indemnifying Party of any covenant undertaken by the Indemnifying
      Party in this Agreement. (collectively, a "Breach".)

     

     

    Section
      9.2 Survival of Representations and Warranties. 

     

    All
      of
      the representations and warranties provided for in this Agreement shall survive
      the Closing and remain in full force and effect for a period of one year after
      the Closing Date. Commencing on the first anniversary of the Closing Date,
      no
      Party will have any liability (for indemnification or otherwise) with respect
      to
      any representation, warranty or covenant or obligation to be performed and
      complied with prior to the Closing Date, unless before the first anniversary
      of
      the Closing Date the Indemnifying Party receives written notice from the
      Indemnified Party of a claim specifying the factual basis of that claim in
      reasonable detail.

     

     

    Section
      9.3 Other Remedies. 

     

    Nothing
      in this Agreement shall be construed to prevent any Party from enforcing any
      rights or remedies which may be available to it under applicable law, except
      to
      the extent such rights or remedies are expressly modified or limited in this
      Agreement.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    ARTICLE
      X MISCELLANEOUS

     

     

    Section
      10.1 Taxes, Fees and Expenses. 

     

    All
      Taxes
      and all fees and expenses incurred in connection with this Agreement and the
      consummation of the Transactions shall be paid by the Party incurring such
      Taxes, fees and expenses, except as specifically provided to the contrary in
      this Agreement. 

    


     

    Section
      10.2 Amendment. 

     

    This
      Agreement may be amended, modified or supplemented in any and all respects,
      but
      only by a written instrument signed by all of the Parties hereto expressly
      stating that such instrument is intended to amend, modify or supplement this
      Agreement.

    


     

    Section
      10.3 No Assignment. 

     

    No
      Party
      may assign, transfer or otherwise convey, or create any Encumbrance over, its
      rights or obligations hereunder in whole or in part to any other Person without
      the prior written consent of the other Parties. Any attempted assignment or
      transfer contrary to this Agreement shall be null and void. This Agreement
      and
      all the terms and conditions herein shall be binding upon and inure to the
      benefit of the Parties and their permitted successors and assigns.

    


     

    Section
      10.4 Waiver. 

     

    Any
      of
      the terms or conditions of this Agreement which may be lawfully waived may
      be
      waived in writing at any time by the Party which is entitled to the benefits
      thereof. Any waiver of any of the provisions of this Agreement by any Party
      hereto shall be binding only if set forth in an instrument in writing signed
      on
      behalf of such Party, and shall be effective only with respect to such Party.
      No
      failure to enforce any provision of this Agreement shall be deemed to or shall
      constitute a waiver of such provision, and no waiver of any of the provisions
      of
      this Agreement shall be deemed to or shall constitute a waiver of any other
      provision hereof (whether or not similar), nor shall such waiver constitute
      a
      continuing waiver.

    


     

    Section
      10.5 Notices. 

     

    All
      notices, requests, claims, demands and other communications hereunder shall
      be
      in writing in the English language and shall be given by hand delivery,
      telecopier, courier of international reputation, or mail (registered or
      certified mail, postage prepaid, return receipt requested) to the respective
      Parties as follows: 

    


    (a)
      If to
      Sellers, to:

    


    
      	 	
              Attention:
                

            	
              ●
                Soo Hyun You

            
	 	
              Telephone:
                

            	
              ●
                82-31-998-4488

            
	 	
              Telecopy:
                

            	
              ●
                82-31-998-4434

            


    

    


    (b)
      If to
      Purchaser, to: 

    


    
      	 	
              Attention:
                

            	
              ●
                Sang
                Don Kim

            
	 	
              Telephone:
                

            	
              ●
                822-512-2111

            
	 	
              Telecopy:
                

            	
              ●
                822-512-5111

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    or
      to
      such other address as any Party hereto may, from time to time, designate in
      a
      written notice given in like manner to each other Party hereto. Any such notice
      shall be deemed given when so delivered personally, telecopied or sent by
      courier or certified or registered mail with acknowledgment of receipt or
      evidence of delivery and in this latter case shall be deemed to be received
      on
      the date shown on such acknowledgment of receipt.

    


     

    Section
      10.6 Counterparts and Effectiveness. 

     

    This
      Agreement may be executed in one or more counterparts, all of which shall be
      considered one and the same agreement. This Agreement shall become effective
      when each Party has signed a counterpart and delivered a signed counterpart
      to
      each of the other Parties.

    


     

    Section
      10.7 Entire Agreement. 

     

    This
      Agreement, which includes the exhibits and schedules hereto, contains the entire
      understanding of the Parties with respect to the subject matter hereof. There
      are no restrictions, agreements, promises, warranties, covenants or undertakings
      other than those expressly set forth in such documents with respect to the
      subject matter hereof. This Agreement supersedes all prior agreements and
      understandings, both written and oral, between the Parties with respect to
      the
      subject matter hereof. 

    


     

    Section
      10.8 Severability. 

     

    Any
      term
      or provision of this Agreement that is held by a court of competent jurisdiction
      or other authority to be invalid, void or unenforceable in any situation in
      any
      jurisdiction shall not affect the validity or enforceability of the remaining
      terms and provisions hereof or the validity or enforceability of the offending
      term or provision in any other situation or in any other jurisdiction.


    


     

    Section
      10.9 No Third-Party Beneficiaries. 

     

    Nothing
      in this Agreement, express or implied, is intended to confer on any person
      or
      entity, other than the Parties hereto or their respective successors and
      assigns, any rights, remedies, obligations or liabilities under or by reason
      of
      this Agreement.

    


     

    Section
      10.10 Injunctive Relief. 

     

    Each
      Party acknowledges and agrees that a violation of any of the terms of this
      Agreement may cause the Parties irreparable injury for which adequate remedy
      at
      law is not available. Accordingly, it is agreed that each Party shall be
      entitled to an injunction, restraining order or other equitable relief to
      prevent breaches of the provisions of this Agreement and to enforce specifically
      the terms and provisions hereof in any court of competent jurisdiction, in
      addition to any other remedy to which they may be entitled at law or in
      equity.

    


     

    Section
      10.11 Time of Essence. 

     

    Each
      of
      the Parties hereto hereby agrees that, with regard to all dates and time periods
      set forth or referred to in this Agreement, time is of the essence.

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Section
      10.12 Applicable
      Law and Jurisdiction. 

     

    This
      Agreement shall be governed by and construed in accordance with the laws of
      Korea without giving effect to principles of conflicts of laws thereof. The
      Seoul District Court shall have exclusive jurisdiction as the court of first
      instance over any dispute arising out of or in connection with this Agreement.
      


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    IN
      WITNESS WHEREOF, each Seller and Purchaser has caused this Share Sale and
      Purchase Agreement to be executed by a duly authorized officer as of the day
      and
      year first above written. 

    


    


    [SELLERS]

    


    Ispromotion
      Co., Ltd.

    By: 
      /s/                                                               
      

    Name:
      Yonng Sik Kim

    Title:
      CEO

    Address:
      5F, Textile Center, 944 Daechi-dong, Gangnam-gu, Seoul, KOREA

    


    


    Soo
      Hyun You

    By: 
      /s/                                                               
      

    Address:
      510-7 Gamjeong-dong, Gimpo-shi, Gyeonggi-do, KOREA

    


     

    Seol
      Hee Park

    By: 
      /s/                                                               
      

    Address:
      1-304 Geondeok Villa, 160-3 Gugi-dong, Jongno-gu, Seoul, KOREA

    


    


    Nam
      Won Cho

    By: 
      /s/                                                               
      

    Address:
      403 Byucksan Villa, 419-13 Mapo-dong, Mapo-gu, Seoul, KOREA

    


    


    De
      Jong An

    By: 
      /s/                                                               
      

    Address:
      380-2 Anyang5-dong, Anyang-shi, Gyeonggi-do, KOREA

    


    


    Hyun
      Ik Shin

    By: 
      /s/                                                               
      

    Address:
      324-502 Jugong APT. 176-1 Dunchon-dong, Gangdong-gu, Seoul, KOREA

    


    


    Sung
      Hyun Yoon

    By: 
      /s/                                                               
      

    Address:
      101-102 Daechisamsung APT. 1014-3 Daechi-dong, Gangnam-gu, Seoul,
      KOREA

    


    


    Soon
      Young Moon

    By: 
      /s/                                                               
      

    Address:
      105-1205 Hyeondae APT, Dohwa-dong, Mapo-gu, Seoul, KOREA


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    Joon
      Sang Yoo

    By: 
      /s/                                                               
      

    Address:
      601-301 Daewoomemberscounty, 801-7 Bangbae-dong, Seocho-gu, Seoul,
      KOREA

    


    


    Gangnam
      TM Center Co., Ltd.

    By: 
      /s/                                                               
      

    Name:
      Woo
      Hee Shin

    Address:
      3F, Gyeongbok Building, 442-1 Bangbae2-dong, Seocho-gu, Seoul,
      KOREA

    Title:
      CEO

    


    


    [PURCHASER]

    


    By: 
      /s/                                                               
      

    Name:
      Sang Don Kim

    Title:
      Chief Exetucitve Officer


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Exhibit
      A

     

    Description
      of Sellers and the Sale Shares owned by, and Purchase Price to be allocated
      to,
      each Seller

     

    
      	 	 	 	 	 	 	
              (Unit:
                Share, KRW)

            
	
              Seller

            	 	
              Sale
                Share 

              owned
                by

            	 	
              Price
                Per Share 

            	 	
              Purchase
                Price to be allocated to

            
	
              (Ispromotion
                Co., Ltd.)

            	 	 	
              46,000
                

            	 	 	
              27,398
                

            	 	 	
              1,260,316,364
                

            
	
              Soo
                Hyun You

            	 	 	
              44,000
                

            	 	 	
              27,398
                

            	 	 	
              1,205,520,000
                

            
	
              Nam
                Won Cho

            	 	 	
              26,400
                

            	 	 	
              27,398
                

            	 	 	
              723,312,000
                

            
	
              Seol
                hee Park

            	 	 	
              26,400
                

            	 	 	
              27,398
                

            	 	 	
              732,312,000
                

            
	
              De
                Jong An

            	 	 	
              22,000
                

            	 	 	
              27,398
                

            	 	 	
              602,760,000
                

            
	
              Hyun
                Ik Shin

            	 	 	
              17,600
                

            	 	 	
              27,398
                

            	 	 	
              482,208,000
                

            
	
              Sung
                Hyun Yoon

            	 	 	
              15,000
                

            	 	 	
              27,398
                

            	 	 	
              410,972,727
                

            
	
              Joo
                Sang Yoo

            	 	 	
              8,800
                

            	 	 	
              27,398
                

            	 	 	
              241,104,000
                

            
	
              Soon
                Young Moon

            	 	 	
              8,800
                

            	 	 	
              27,398
                

            	 	 	
              241,104,000
                

            
	
              Gangnam
                TM Center Co., Ltd.

            	 	 	
              5,000
                

            	 	 	
              27,398
                

            	 	 	
              136,990,909
                

            
	
              Total

            	 	 	
              220,000
                

            	 	 	 
	 	 	
              6,027,600,000
                

            





    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    Schedule
      4.8(l)

     

    


    Real
      Properties and other fixed assets

    


    


    1.
      Properties

    


    
      	
              No.

            	
              Assets
                name

            	
              Area

            	
              Description

            	
              Note

            
	
              1

            	
              Land

            	
              420
                m2

            	
              522
                Wolpyung-dong, Seo-Ku, Daejeon, Korea

            	
              -

            
	
              2

            	
              Building

            	
              2,733
                m2

            	
              522
                Wolpyung-dong, Seo-Ku, Daejeon, Korea

            	
              -

            


    

    


    


    


    2.
      Other fixed assets

    


    
      	
              No.

            	
              Assets
                name

            	
              Description

            	
              Note

            
	
              1

            	
              PBX(SwitchBoard)

            	
              Equipment
                to connect the external lines to the internal
                lines

            	
              -

            
	
              2

            	
              CTI
                system

            	
              Automatic
                connecting equipment to connect the external line to the
                counselor

            	
              -

            
	
              3

            	
              IVR
                system

            	
              Answering
                service & alarm equipment located between switchboard and CTI
                system

            	
              -

            
	
              4

            	
              DB
                server

            	
              Data
                Storage

            	
              -

            
	
              5

            	
              AudioLog(Recording)

            	
              Storage
                equipment for call from customers

            	
              -

            
	
              6

            	
              SUS
                server

            	
              Transferring
                equipment to connecting orders berween callcenter to store
                

            	
              -

            
	
              7

            	
              Network
                Equipment

            	
              Connecting
                equipment for internal, external communication
                network

            	
              -

            
	
              8

            	
              PC
                etc.

            	
              PC
                for counselor and other operation 

            	
              -

            
	
              9

            	
              Call
                Center Interior

            	
              Call
                Center Interior

            	
              -

            


    

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    Schedule
      4.8(m)

    


    


    List
      of Intellectual Property etc.

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    Schedule
      4.8(r)

    


    


    Material
      contracts

    


    


    
      	
              Contract

            	
              Contractor

            	
              Contents

            	
              Note

            
	
              Call
                center operation

            	
              PizzaHut
                Korea

            	
              Pizza
                Hut home service Integrated Callcenter Operation

            	
              -

            
	
              LSM
                Operation

            	
              PizzaHut
                Korea

            	
              DM
                Dispstching Service to PizzaHut Customers

            	
              -