DISTRIBUTORSHIP AGREEMENT

This Distributorship Agreement (“Agreement”) made and entered into this ____ day of
_____ by and between _____, a corporation duly organized and existing under the laws of
_____, having its principal office at __________ (hereinafter referred to as “Principal”)
and _____, a corporation duly organized and existing under the laws of _____, having its
principal office at __________ (hereinafter referred to as “Distributor”)

WITNESSETH :

WHEREAS, Principal desires to appoint the Distributor, and the Distributor desires to be
appointed, as Principal’s distributor for the sale of the Products as defined hereinafter
in the Territory as defined hereinafter.

NOW, THEREFORE, in consideration of the premises and the mutual covenants and
agreements contained herein, the parties hereto agree as follows:

Article 1. Definitions

In this Agreement except where the context otherwise requires, the following terms and
expressions shall be understood to have the precise meaning as follows:

1.1 “Products” shall mean the products specified in Appendix I which are
manufactured by the Principal.

1.2 “Retail Price” shall mean the price of Products being applied to the customers
in the Territory.

1.3 “Spare parts” shall mean any or all parts and/or components assembled or
incorporated in the Products.

1.4 “Territory” shall mean________.

1.5 “Trademark” shall mean the trademark affixed and/or embodied to the
Products.

Article 2. Appointment and Acceptance

2.1 During the term and subject to the conditions hereinafter set forth, Principal
hereby appoints the Distributor as Principal’s non-exclusive distributor for
the Products in the Territory and the Distributor accepts such appointment.
2.2 The Distributor shall not, directly or indirectly, through another party,
purchase, import, export, sell, distribute, or otherwise deal in products
competitive with or similar to the Products in the Territory.

2.3 Without the prior written consent of the Principal, the Distributor, its
subsidiary or affiliate shall not, directly or indirectly, sell the Products to any
person or entity which may resell them outside the Territory.

Article 3. Obligation of the Distributor

3.1 Distributor shall, at its own expenses, use its best efforts to promote the sale
of the Products in the Territory and employ qualified salesmen throughout
the Territory to obtain the largest sales volume of the Products in the
Territory.

3.2 Distributor shall perform maintenance and after-sale service for the
customers who bought the Products from the Distributor. For this purpose,
Distributor shall maintain adequate facilities and sufficient qualified
technicians to enable Distributor to perform maintenance and after-sale
service for the Products.

3.3 The Distributor shall maintain adequate stocks of the Products to meet its
customer’s demand in time. The Distributor shall maintain adequate stocks of
replacement parts, facilities and qualified mechanics and shall provide
reasonable after sales service to its customers.

3.4 The Distributor shall arrange at its own expense, advertisement for the sales
promotion of the Products in the Territory such as television, radio,
magazine, or other media applicable. The form and nature of advertisement
and sales promotion of the Products shall be submitted to the Principal for
the prior approval before publication within one (1) week from the receipt of
details of the same by the Principal. If the Principal doesn’t approve of any
advertising or sales literature within the agreed time, such advertisement or
sales promotion shall not be deemed approved.

3.5 The Distributor shall make reasonable efforts to handle all matters necessary
to satisfy the customers relating to the sale of the Products in the Territory
and immediately report to the Principal any claims received by the
Distributor from the customers relating to the Products.

3.6 The Distributor shall make monthly report in writing to the Principal on sales
quantity, inventory of the Products, the recommended retail price for the
 Products, general market conditions, promotion plan for the future and other
matters required by the Principal.

3.7 The Distributor will, in all correspondence and dealing relating directly or
indirectly to the sale or other disposition of the Products, clearly indicate that
it is acting as a principal and not as an agent and/or legal representative of
the Principal.

3.8 The Distributor will not give any guarantee or warranty in respect of the
Products except the warranty provisions of Article 9 hereof and will not
otherwise incur any liability on behalf of Principal or in any way pledge the
credit of Principal or accept any order or make any contract binding upon
Principal without Principal’s prior approving the terms thereof.

Article 4. Obligation of the Principal

4.1 The Principal shall supply the Distributor with enough Products to satisfy the
order placed with the Distributor by customers in the Territory.

4.2 The Principal shall supply the Spare parts to the Distributor with agreed price
between the parties from time to time for two (2) years after the last
shipment of the Products from Principal to the Distributor, provided,
however, that the Distributor may purchase the Spare parts from the vendor
of Principal.

4.3 Principal is obligated to supply the Distributor with technical assistance such
as, information and illustrated material, and to send advertising material
suitable for the promotion and advertising of the Products, as in the opinion
of Principal may be necessary or useful to the Distributor.

Article 5. Order and Shipment

5.1 In the Distributor’s placing purchase orders for the Products with the
Principal, the Distributor shall clearly describe the Products and quantity
required, price, delivery time, packing, invoicing and shipping conditions, etc.

5.2 Any purchase order placed by the Distributor shall not be binding any parties
unless and until it is accepted by Principal at its discretion. The purchase
order placed by the Distributor and accepted by the Principal shall constitute
individual contract (“Individual Contract”).

5.3 The Distributor shall place the order for three (3) months not less than three
(3) months prior to the first shipment date written on such order and
 Principal shall give the Distributor written notice of acceptance or refusal of
such order placed by the Distributor within two (2) weeks from the date of
receipt of such order.

5.4 Within three (3) months prior to the end of the each calendar year during the
term of this Agreement, the Distributor shall provide the Principal with an
annual forecast covering coming twelve (12) months.

5.5 In case the Distributor cancels the Individual Contract, the Distributor shall
compensate the Principal’s damages relating to the Products already made or in
manufacturing process in accordance with the such order including any and all costs
and expenses and expected profits of the Principal.

Article 6. Price and Payment

6.1
a. The prices of the Products shall be specified in Appendix I attached hereto and
may be varied subject to the mutual agreement by both parties from time to time.
b. If the parties can not agree on prices, Principal reserves the right to terminate
forthwith this Agreement upon giving a written notice to the Distributor with
immediately effect.
c. The increase of the prices for the Products shall not apply to the Distributor’s
order which was accepted by the Principal before the agreement on the price
increase.

6.2 The Principal and Distributor shall agree on the Retail Prices for the Products
to be sold by the Distributor in the Territory during the term of this
Agreement. Distributor shall be in compliance with the agreed Retail Price.

6.3
a. Payment for the Products shall be made by an irrevocable at sight letter of credit
issued by a first class international bank.
b. For the payment of the value of the Individual Contract, the Distributor shall open
the letter of credit in favor of the Principal or the Principal’s nominee in the
form satisfactory to the Principal in accordance with the instruction of the
Principal at least thirty (30) days prior to the first shipment date written on the
Individual Contract and the expiry date of such letter of credit shall be at least
thirty (30) days from the last shipment date written on the Individual Contract.
c. Unless otherwise agreed between the parties, currency of payment shall be in
United States Dollars.
d. The Distributor shall be liable for and shall pay any tax, duty, charge or any other
impost of a similar nature imposed upon the Principal or the Distributor according
to the laws of the Territory.
Article 7. Title and Risk, Delivery

7.1 Unless otherwise agreed, the delivery term of the Products shall be FOB
[Loading port] in accordance with the INCOTERMS 2000 as revised and the
title and risk of Products shall be transferred to the Distributor when the
Products shall pass the ship’s rail of the vessel to be shipped.

7.2 The date on the bill of lading shall be deemed to the delivery date of the
Products.

Article 8. Minimum Purchase

The Distributor shall promise to purchase from Principal at least US$ _____ of the
Products each year during the term of this Agreement on the basis of FOB
[Loading port]. For the only purpose to calculate the quantity of the minimum
purchase made by the Distributor under this Article, the Products shall be
considered to be purchased when shipped by the Principal (excluding the
Products returned to the Principal because of defects in Products) in accordance
with the applicable delivery terms of the Products agreed on by the Parties.

Article 9. Warranty
9.1 Promptly after the receipt of the Products, the Distributor may inspect the
quantity and quality of the Products in Territory at the Distributor’s cost. If,
upon receipt of the Products after proper and thorough inspection, any of the
Products is found not to be in compliance with the quantity and quality standards,
the Distributor shall notify in writing the Principal of the shortage or defect of the
Products in detail within one (1) week from the discharging date of the Products and
the Principal shall repair or replace the Products not meeting the quantity and
quality standards.

9.2 Principal warrants that the Products shall be free from defects in material and
workmanship for a period of twelve (12) months only from the date of
manufacture of the Products shipped.

9.3
a. This warranty does not extend to any of the said Products which have been: (1)
subjected to misuse, neglect, accident or abuse, (2) improperly repaired, or altered
or modified in any way unless such modification is approved in writing by
Principal, and (3) used in violation of instructions furnished by the Principal.
b. THE PARTIES AGREE THAT THE IMPLIED WARRANTIES OF MERCHANTABILITY
AND FITNESS FOR A PARTICULAR PURPOSE AND ALL OTHER WARRANTIES
AND/OR GUARANTEES, EXPRESS IMPLIED, ARE EXCLUDED FROM THIS
 TRANSACTION AND SHALL NOT APPLY FOR THE PRODUCTS.

9.4 Claims by the Distributor in regard to any defect in the Products shall be in
writing and be dispatched by the Distributor with full particulars within thirty
(30) days after the receipt of Products.

Article 10. Product Liability

10.1 For the period of this Agreement and the warranty period for the final
shipment of the Products thereafter, the Distributor shall defend, indemnify
and hold the Seller harmless from and against any or all loss, damage,
liability or expense, including but not limited to the attorney’s fees, arising
our of or in relation to the products liability brought by the third parties for
death or injury to person(s) resulting from the sale, resale, use,
consumption or other disposal of the Products after the delivery by the
Principal thereof, except to the extent any of such loss, damage, liability or
expense is determined to have been caused by the bad faith or gross
negligence of the Principal.

10.2 The Distributor shall at all times during the term hereof and (보증기간) after
the expiration or termination of this Agreement maintain Product Liability
Insurance covering any or all Products sold by the Principal to the
Distributor at its expense in aggregate limits of (보험금총액：US$ ) and at
least (사고건당 보험금액：US$ ) per occurrence, which policies shall name the
Principal as an additional insured.

Article 11. Trademark

11.1 During the term of this Agreement, the Principal hereby grants to the
Distributor, a non-exclusive license to use the Trademark for the purpose
of sales and promotion of the Products within the Territory to the extent
that Principal has been granted the right to use based on Principal’s
exclusive distributorship. When the Distributor uses the trademark, it shall
indicate clearly that Principal or other entity is sole and exclusive
proprietary of the Trademark.

11.2 When the Distributor intends to use the Trademark under Paragraph 11.1
above, prior to use, the Distributor shall inform the Principal of the manner
of such use and submit a sample of any materials including but not limited to,
catalogues, leaflets, posters, newspapers, bearing the Trademark for Principal’s
prior inspection and approval thereto. When the Distributor wishes to change the
approved use of the Trademark, prior to change, the Distributor shall inform the
 Principal of the desired change and submit a sample of the materials bearing the
altered use of the Trademark for prior inspection and approval by Principal in any
event, the manner of use of the Trademark of any change thereof shall be subject
to the Principal’s prior written approval and the Distributor shall not use the
Trademark in any other manner than that approved in advance by the Principal.

11.3 The Distributor recognizes that any of the Trademark, trade names, designs,
patent, copyrights, know-how and other proprietary rights, used on or embodied in
the Products (“Proprietary Rights”) shall remain the exclusive property of
Principal and/or Manufacturer. The Distributor shall not have or acquire any right,
title or interest in Proprietary Rights.

11.4
a. The Distributor shall not, directly or indirectly, apply for the registration of
Proprietary Rights.
b. During the term of this Agreement or even after termination, except otherwise
consented by the Principal, the Distributor shall not :
ⅰ) use the Proprietary Rights or similar trademark on any other companies
products than Principal’s nor let other companies use the Trademark ; and
ⅱ) directly or indirectly apply for the registration of the trademark or any other
trademark similar thereto with respect to the Products or any other materials
in any country of the world.
c. The Distributor shall not alter, deface, remove, cover or mutilate in any manner
the Proprietary Rights, serial or model numbers, brand, or Principal's name
attached or affixed to any of the Products, without the prior written consent of
Principal.

11.5 The Distributor may, with the prior written consent of the Principal, indicate
that it is an authorized distributor of the Products.

11.6 When the Distributor finds that a third party infringes or impairs the
Trademark or the Principal's goodwill involved therein, or when a third party
brings a claim, suit or action against Principal or the Distributor on the
ground that the Distributor's use of the Proprietary Rights may infringe on the
third party's rights, the Distributor shall promptly inform the Principal thereof and
cooperate with the Principal to settle the problem.

11.7 Upon termination of this Agreement for any cause, the Distributor shall
cease holding itself out as a distributor of Products and cease using, in any
way, Trademark, Principal's name, or its Proprietary Rights or any material
similar thereto.
Article 12. Status of Distributor
12.1 This Agreement does not in any way create the relationship of principal and
agent between the Principal and the Distributor, and under no circumstances
shall the Distributor be considered to be the agent of the Principal. The
Distributor shall not act or attempt to act, or represent itself, directly or by
implication, as an agent of Principal or in any manner assume or create, or
attempt to assume or create any obligation, liability, representation,
warranty or guarantee on behalf of, or in the name of the Principal. The
Distributor shall conduct its business in the purchase and resale of the
Products as a principal for its own account and at its own expenses and
risk.

12.2 The Distributor shall, at all times, comply with all applicable laws,
regulations, and orders of any government of the Territory or political
subdivisions thereof, relating to or in any way affecting this Agreement and
the Distributor’s performance hereunder including the obtaining of any
required licenses, permits or approvals.

Article 13. Non-disclosure

The Distributor shall not disclose to any third party, without the prior written
consent of the Principal, or use for any purpose other than the performance of its
obligations under this Agreement, any confidential information concerning the
Products or business affairs of the Principal (including but not limited to, prices,
discounts, terms and conditions of sale, customers, business affairs, Products or
Product specification) which it acquires or develops in the course of its
transaction with the Principal.

Article 14. Term

14.1 This Agreement shall become effective upon signing, and shall continue in
full force and effect for a period of two (2) years from the date hereof,
unless earlier terminated pursuant to Article 15. This Agreement shall be
automatically extended for a successive two (2) years thereafter, unless and
until either party shall give to the other party at least thirty (30) days prior
written notice of its intention not to extend this Agreement.

14.2 Upon the extension of this Agreement in accordance with Paragraph 14.1,
the minimum purchase amount for each period shall be reviewed and a new
minimum purchase shall be mutually agreed upon in writing by the parties
within thirty (30) days before the commencement of each new period,
 provided, however, that the new minimum purchase amount shall be more that those
of previous year.

Article 15. Termination

15.1 In each case of the following events, either party (“Terminating Party”)
may terminate this Agreement, with immediate effect, by giving the written
notice of termination to the other party (“Defaulting Party”)：
a. if the Defaulting Party becomes bankrupt or insolvent, or have its
business placed in the hand of a receiver, assignee or trustee, whether by
voluntary act or otherwise ;
b. if the Defaulting Party attempts to assign this Agreement or any rights
hereunder to a third party without the non-defaulting party’s prior written
consent ;
c. if the Defaulting Party ceases to function as a going concern or to
conduct its operations in the normal course of business;
d. if the Distributor should be acquired by, or should itself acquire, in whole
or in part, a manufacturer of products which in the reasonable judgment
of Principal competes to a material extent with the Products; or
d. if the Defaulting Party does not remedy the breach or failure to perform
or observe any agreement or condition herein contained within thirty (30)
days of a notice requiring remedy of such breach or failure to perform or
observe.

15.2 Notwithstanding anything to the contrary contained in this Agreement, the

Principal may terminate this Agreement by ninety (90) days prior written
notice served on the Distributor.

15.3 In the case the Distributor fails to achieve the minimum annual purchase for
whatever reasons, unless solely and clearly attributable to the Principal, the
Principal has the right to terminate this Agreement and to request the
compensation with respect to all damages, including but not limited to the loss of
sales opportunity, expressed and/or implied, arising from its non-completion of the
minimum annual purchase and/or to sell the Products directly to any third party in
the Territory, provided, however, that, for the compensation to the Principal
subject to this paragraph, both parties recognize that damages arising from the said
non-completion of minimum purchase clause by the Distributor would be extremely
difficult to compute, US$(손해배상예정액) represents the genuine and agreed
pre-estimate of the damages which the Principal will have sustained as a result of
a breach by the Distributor in terms hereof.
Consequently, if the Distributor breaches or fails to satisfy its duty of minimum
annual purchase, then Principal may terminate this Agreement and demand the lump
 sum of US$ (손해배상예정액) as liquidated damages to the Distributor and Principal
may sell the Products to any third party directly in the Territory.

15.4 All payments owed to the Principal upon termination of this Agreement shall
become immediately due and no cancellation or termination of this
Agreement shall serve to release the Distributor or its successors or
assignees from any obligations under this Agreement.

15.5 In cases of termination of this Agreement by either party for any reason, the
Principal may at its sole option repurchase from the Distributor, at the net
price paid by the Distributor to Principal, any or all Products or parts
thereof in the possession of the Distributor.

Article 16. Indemnity

The Distributor hereby irrevocably indemnifies and holds the Principal harmless
from and against all costs, claims, charges, damages, expenses, liabilities and
losses howsoever arising out of or in connection with any breach by the
Distributor of any of its obligations under this Agreement and in particular
(without limitation) any and all claims and damages of whatsoever nature arising
from the injury or death of any person or persons and for damage to or loss of
property, arising out of or attributable (whether directly or indirectly) to the
misuse, conduct, operations or performance of the Distributor in violation of the
instruction provided by the Principal.

Article 17. Force Majeure

17.1 Neither party shall be liable to the other party for non-performance or
delay in performance of any of its obligation under this Agreement due to
causes reasonably beyond its control including but not limited to fire, flood,
strikes, labor troubles or other industrial disturbances, unavoidable accidents,
governmental regulations, riots and insurrections.

17.2 Upon the occurrence of such a force majeure condition the affected party
shall immediately notify the other party with as much detail as possible and
shall promptly inform the other party of any further developments.
Immediately after the cause is removed, the affected party shall perform such
obligations with all due speed.

Article 18. Governing Law

This Agreement shall be interpreted and governed by the laws of the Republic of
Korea.
Article 19. Settlement

19.1 All disputes, controversies or differences which may arise between the
parties, out of, or in relation to, or in connection with this Agreement, or for
the breach thereof, shall be finally settled by arbitration in Seoul, Korea in
accordance with the Commercial Arbitration Rules of the Korean
Commercial Arbitration Board and under the laws of Korea.
The award rendered by the arbitrators shall be final and binding upon both parties
concerned.

19.2 If any action or arbitration or other proceeding shall be commenced to

enforce this Agreement, the prevailing party in such action or proceeding
shall be entitled to recover from the other party reasonable attorney’s fees,
arbitration costs and out-of-pocket expenses incurred by such prevailing
party in connection with such action or proceeding.

Article 20. Miscellaneous Provisions

20.1 Any notice required or permitted to be given hereunder shall be in writing,

and may be given by personal service, registered airmail, by registered
airmail or by cable or telex if confirmed on the same day in writing, with
postage prepaid to the following addressed:

To Principal Tel No.

Telex No.
Fax No.
Address

To the Distributor Tel No.

Telex No.
Fax No.
Address

20.2 This Agreement constitutes the entire understanding of Principal and the
Distributor with respect to the subject matter hereof. No amendment,
modification or alteration of any terms of this Agreement shall be binding on
either party unless the same shall be made in writing, dated subsequent to
the date hereof and executed by or on behalf of the parties hereto.

20.3 This Agreement shall inure to the benefit of and be binding upon the parties
hereto and their respective successors. No assignment of this Agreement
shall be valid without the prior written consent of the other party hereto.
20.4 All waivers hereunder shall be in writing, and the failure of any party at any
time to require the other party’s performance of any obligations under this
Agreement shall not affect the right subsequently to require performance of
the obligation. Any waiver of any breach of any provision of this
Agreement shall not be construed as a waiver of any continuing or
succeeding breach of such provision or a waiver or modification of the
provision.

20.5 If any one or more of the provisions contained in this Agreement shall be
declared invalid, illegal or unenforceable in any respect under any applicable
law, the validity, legality and enforceability of the remaining provisions
contained herein shall not in any way be affected or impaired, and in such
case the parties hereto oblige themselves to reach the purpose of the
invalid provision by a new, valid and legal stipulation.

20.6 The headings herein are included for purposes of convenience only and shall
not affect the construction or interpretation of any of the provision of this
Agreement.

20.7 For the purposes of communication, this Agreement may be translated into
another language, but this Agreement, which is executed in the English
language, shall be the only binding version.

20.8 All time referred in this Agreement and any Individual Contract made under
this Agreement shall be of the essence and material provision of this
Agreement.

IN WITNESS WHEREOF, the parties hereto have authorized this Agreement to be

executed by their respective duly authorized officers.

ABC CO., LTD. DISTRIBUTOR

By : ___________________________ By : ___________________________

Name : Name :

Title : Title :