Dear Mr. Nam:

Further to our telephone discussion, we have outlined below for your information required procedures and time table in establishing a NEW COMPANY in Korea.

In order to obtain an approval of foreign investment and to establish a NEW COMPANY, the following general procedures are required:

Background

The Company would like to form a Korean subsidiary in order to engage in business of [ ]. In order to obtain an approval of foreign investment and to establish, the following general procedures are required:

General Procedures

? Submit foreign investment application (FIA) to the Foreign Currency Designated Bank (FCDB).
? Obtain approval of FIA.
? Transfer capital to bank account identified for such purpose.
? Prepare Articles of Incorporation of the Company.
? Formally establish the subsidiary and register to the court
? Register with tax authorities and obtain tax payer's license number
? Registration invested enterprise (FIE) with FCDB after completion of

When we completed our services, official registration of the NEW COMPANY will be established and the NEW COMPANY could start their normal business in Korea.

1. Register to the FCDB
2. Register to the court
3. Register to the tax office and get the tax payer's license number

Timetable

Following is our estimation of the minimum amount of time required to obtain FCDB approval of foreign investment application (FIA), establishment of the foreign invested enterprise (FIE).

Items Minimum time requirements Preparation of necessary documents As required by the foreign investor by the foreign investor

FIA preparation and submission 1 week
(by Sungto)

FIA approval period: 3 working days

Remittance of approved foreign investment May occur at any time after MOFE amount to bank account in Korea approval and bank account specified for such purpose (account must establishment be set up with local Korean bank or a foreign bank - Busan branch which deals in foreign currency: Class A foreign exchange bank)

Items Minimum time requirements

Company establishment 1 week

Registration with tax authorities 1 week (1)

Registration as FIE to FCDB 4 days (1)

Registration for trading license 3 days (1)

(1) These two registrations can occur concurrently.

However, the total approved capital amount must be received into Korea prior to registration as FIE to FCDB.

Based on our experiences, upon receiving necessary document from the foreign investor, all procedures will be completed within one month. However, minimum registration such as court registration and business license number from the tax office, we could complete 2 weeks after receiving the appropriated document.

Fees and Costs

Our estimated fee for the work related to preparation and obtaining FIA approval and the establishment of the new company and registration with the tax office is US $ 8,000. If you need consultation of Joint Venture Agreement, we will charge you separately based on time we spent.

Our fees are based on the time required to complete an assignment and the training and experience level of the people assigned.

After establishment, if you retain us as a professional service provider of accounting, tax and audit, we will give you the US $ 2,000 discount afterwards.

We are also reimbursed for out of pocket costs, which include travel, subsistence and communication expenses. Major expense is the registration tax on registration of the Company at Court, which is 0.48 % of the capital amount. Other costs depend on paid-in capital and should be less than US $ 1,000

Our standard hourly rate for work of this nature is;

Partner US $ 400
Managers 180-280
Senior 150
Staff 120

If you agreed upon our proposal, please send the signed copy of this letter and US$ 3,000 into following Bank account.

Sungto Accounting Corp. #107-42-0001-769 Kukmin Bank

Upon receiving signed copy of this letter and fund, we could send required sample documents to proceed the process for establishing the Company.

If you have any further questions on the above or other issues, please feel free to contact us.

Very truly yours,

Sungto Accounting Corp

John G.S.Park, Partner

Accepted:

Company

By

Date

PARTNERSHIP AGREEMENT
PARTNERSHIP AGREEMENT
Transaction code :
Financier code :
Investor code :
This contract is entered into
BETWEEN
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(HERE IN REFERRED TO AS THE FINANCIER-FRIST PARTY)
AND
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(HERE IN REFERRED TO AS INVESTOR-SECOND PARTY)
WHEREAS

The parties above wish to enter into a business transaction for their mutual benefit and have agreed to enter into this agreement to establish the basic. Terms, conditions and mutual covenant upon which they wish to transact this agreement contract and in consideration which the parties here to agree as follows.

1. FINANCIER DECLARATION

The financier declares that he/she full title and possession of the Tweenty Six million four hundred thousand united state of America. Dollars($26,400,000,00) and has full status to transfer the said amount to any person or account and bank of his choice.

2. DECLARATION OF REWARD : The financer declare that with full acknowledgement of the very kind assistance of the investor in seeing to the success of this project, to reward the efforts of the investor with 20% of the total sum of money, and then 20% of any interest derived form the investment.

3. INVESTOR DECLARATION :

The investor declares that he/she has a power and capability to manage the given amount, And to honors Hid pledge of providing the profit as agreed.

4. CONFIDENTIALITY :

The financier and investor and their agent undertake to maintain absolute and total confidentiality concerning this contract. except where legal or statutory requirement require otherwise. A NON CIRCUMVENTION NON DISCLOSURE AGREEMENT WILL LHAVE TO BE SIGNED BETWEEN FINANCIER AND INVESTOR TO PRTECT BOTH SIDES AND INTERMEDIARIES FOR THIS AND FUTURE TRANSACTION.

5. EXPENSES DEDUCTION :

It is agreed in principles that all the expenses paid by the investor which includes : Flights Ticket, hotels Bill and Miscellaneous expenses should be deducted immediately after the funds arrives in the investors accounts, before the commencement of the investment.

6. ADDENDUMS TO CONTRACT : It's fully agreed by both parties that any addendum(s) attached to this contract are in separable and integral part of this contract, and both parties irrevocably undertook to comply with in full.

7. LAW :

This contract will be subject to English law and any litigation and/or arbitration shall be in English Language only. The financier and the investor agree to interpret this contract in its broadest legal sense, and enter into such, in their corporate capacity, with full responsibility and agree to voluntarily waive and renounce any and all rights of immunity, whether diplomatic or sovereign or otherwise so as to enable both parties to give full force and legal effe3ct to the true purpose and intent of this contract, where there is a conflict with the terms of this contract and the English law, the English law shall preference.

8. AUTHORITY OF SIGNATORIES :

Each party warrants and represented has authority to execute this contract and according to be full bound by the terrns and conditions here of.

Agreed Financier :

Agreed Investor :

In witness where of the parties to this contract set their hands on the day and year as stated below :

For Financier

Signed :
Name :
Status :
Date :

For Investor

Signed :
Name :
Status :
Date :

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