This Agreement ("the Agreement") is made this [first day of June 2005], by and between X Inc. ("Agent"), a corporation duly incorporated under the laws of the Republic of xxxxx with its principal place of business at 159 Samsung-dong, Kangnam-ku, Seoul, xxxx and [Y Co, Ltd.]("Company"). a corporation duly incorporated under the laws of [the state of xxx xxx, United States of xxxxxx] with its principal place of business at [140, 51st West, New York, N.Y., xxxxx]

WITNESSETH:
WHEREAS, the Company wishes to market [electronic goods, etc.]("the products")in the Republic of xxxxx ("the Territory")and for such purpose enter into an agreement with the Agent; and
WHEREAS, the Agent is willing to market the Products in the Territory and render its services to the Company;
Now, THEREFORE, in consideration of the mutual premises herein contained, the Parties hereto agree as follow;

Article 1. Appointment
1.1 The Company hereby appoints the Agent and the Agent hereby accepts appointment as the Company's exclusive agent for the sale of the Products within the Territory on the terms and conditions set forth herein.

1.2 The Company shall not, itself directly or through third parties, sell, distribute or market the Products to the customers in the Territory("the Customers") or appoint other representatives, agents, distributors or the like with authority to sell or lease the Products to the Customers and the Company shall exert its best efforts and take all necessary legal
actions to cause its other distributors, agent, representative or the like not to sell distribute or lease, directly or through third parties, the Products to the Customers.

Article 2. Agent's Duties and Responsibilities
2.1 The Agent shall explore, develop and promote the sale of the Products and shall make good faith efforts to increase the sales of the Products within the Territory. To achieve such purposes, the Agent will keep the Company informed of the status of the sales progress, make recommendations and suggestions to the Company and assist and cooperate with the Company.

Article 3. Company's Duties and Responsibilities
3.1 The Company shall use its best efforts to assist and cooperate with the Agent in developing and promoting the sale of Products in the Territory. The Company shall, at its expense expeditiously provide samples, sales literature, demonstration kits and any other material, requested by the Agent necessary for the Agent's performance of its duties under the Agreement. The Company shall also provide any information, which it now has or may be received by it in the future which is likely to be of interest, use, or benefit to the Agent in relation to sales of the Products in the Territory.

Article 4. Agent soliciting Offer
4.1 The Agent shall promote sale of the Products based on the latest prices of the Products provided by the Company.

4.2 The Agent shall, upon receipt of enquiry or offer for the Products from a Customer, forward it to the Company, and the Company shall, within [15] days after receipt make an offer against the enquiry or, notify the Agent whether the offer by the Customer is accepted or not. In the event of nonacceptance, Company shall state the reasons for the Company's nonacceptance of the offer.

4.3 If the Company accepts the offer by the Customer or the Customer accepts the offer by the Company then sales contract("Sales Contract") of the Products shall be to have been made.
If such notice of acceptance by the Company is not timely provided as stated hereinabove to the Agent, the offer will, also become an Sales Contract.

Article 5. Offer Agent
5.1 The Company hereby appoints the Agent as the Company's offer agent and authorizes the Agent as an offer agent to issue offer sheets on behalf of the Company to the Customers.
If the offer shall be accepted by the Customer, then Sales Contract of the Products shall be deemed to have been made.
The Agent may, at its discretion, decline to act as an offer agent for a particular Customer, and in such cases the Company shall appoint another offer agent.

5.2 The Agent shall issue offer sheets based on the latest prices of the Products provided by the Company. The Agent shall not be liable for any loss or damage which may occur from price changes of which the Agent was informed subsequent to the time the Agent has issued an offer sheet.

Article 6. Commissions
6.1 In return for the services rendered by the Agent under the Agreement, the Company agrees to pay commissions to the Agent in an amount equal to [five] percent of the gross invoice value of the Products subject to Sales Contract. The Agent's right to commissions accrues and at attaches at the time Sales Contract is made under Article 4 and 5 hereof. The Agent shall be paid its commissions in full regardless of whether payments for the Products are received by the Company or not.

6.2 Commission shall be paid in the United States Dollars to the Agent within[thirty(30)]days after Sales Contract is made pursuant to Article 4 and 5 hereof.

6.3 The Agent's right to commissions accrued on Sales Contract during the effective period of the Agreement. In addition, for [one(1)] year after termination of the Agreement the Agent shall receive a commission of [four] percent of the gross invoice value of the Products sold in the Territory by the Company to Customers with whom Sales Contract was made during the term of the Agreement.

6.4 In case any long-term supply agreement for the Products shall be made and executed between the Company and the Customers with assistance of the Agent which term survive the termination of the Agreement, the Agent shall be entitled to commission of [three] the gross invoice value of the Products sold during the term of foregoing long-term supply agreement after termination of the Agreement.

Article 7. Indemnification
7.1 The Company shall indemnify and hold harmless the Agent against any expense, liability, loss, claim or proceedings whatsoever arising under any statute or at common law in respect of any loss, damage whatsoever to any property or personal injury to or the death of any person arising out of or in the course of or caused by carrying out of the Agreement, unless due to any international act or gross negligence of the Agent or of any employee of the Agent.

Article 8. Effective Date and Duration
8.1 This Agreement shall become effective upon its execution by the parties here to and shall Continue in force for [5] years from the execution date of the Agreement unless earlier terminated under Article 9 hereof and shall be automatically extended for [one(1)] year periods there after unless either party gives written notice of intent to terminate at least [sixty (60)] days prior to the relevant expiration of the Agreement.

Article 9. Termination
9.1 The Agreement may be terminated in any of the following cases.
A) By mutual agreement in writing of the parties;
B) By the non-defaulting party, in the event of default by the other party in the due performance of its obligations under the Agreement, which default is not remedied within [thirty(30)]days after receipt of written notice of default from the non-defaulting party l
C) By the other party, either party making an assignment for the benefit of creditors, or being adjudged bankrupt, or insolvent, or filing any petition seeking for itself of its interests ; or
D) By either, if a force majeure condition under Article 10 hereof makes it unreasonable to proceed. Agreement in the foreseeable future.

9.2 Upon termination of the Agreement, neither party shall be discharged from any antecedent obligations or liabilities to the other party under the Agreement unless other wise agreed in writing by the parties.

Article 10. For Majeure
10.1 Neither party shall be liable to the other party for nonperformance or delay in performance of any of its obligations under the Agreement due to war, revolution, riot, strike or other labor dispute, fire, flood, acts of government or any other causes reasonably beyond its control
Upon the occurrence of such a force majeure condition the affected party shall immediately notify the other party of any further developments. Immediately after such condition is removed, the affected party shall perform such obligation with all due speed, subject to termination under Article 8 hereof.

Article 11. Arbitration
11.1 All disputes, controversies, or differences which may arise between the parties out of or in relation to or in connection with the Agreement or for the breach thereof, shall be finally settled by arbitration in Seoul, xxxxx in accordance with the Commercial Arbitration Rules of the xxxxx Commercial Arbitration Board. The award rendered by arbitrator(s) shall be final and binding upon parties concerned.

Article 12. Governing Law
12.1 The validity, formation, and performance of the Agreement shall be governed by and construed in accordance with the laws of the Republic of xxxxx.

Article 13. Non-Waiver
13.1 No claim or right of either party under the Agreement shall be deemed to be waived or renounced in whole or in part unless the waiver or renunciation of such claim or right is acknowledged and confirmed in writing by such party.

Article 14. Severability
14.1 If any 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 and in such case the parties hereto oblige themselves to reach the intended purpose of the valid provision by a new, valid and legal stipulation.

Article 15. Headings
15.1 Headings of Articles and subsections of the Agreement are for convenience only and shall not be used in construing the Agreement.

Article 16. Notice
16.1 Unless otherwise agreed by the parties, all notices, in voices and communications under this Agreement shall be sent to the parties at their addresses set forth in the initial paragraph of the Agreement. All notices shall be sent by registered airmail and where circumstances require, notices may be sent by cable, facsimile or telex which shall be confirmed by registered air mail.

Article 17. Entire Agreement
17.1 The Agreement constitutes the entire agreement between the parties, all prior representations having been merged herein, and may not be modified except by a writing signed by a duly authorized representatives of both parties.

IN WITNESS WHEREOF, the parties through their authorized representatives have executed the Agreement as of the date first above written.

X.INC.
By : [ ]
Printed Name : [ ]
Title:[ ]

Y CO.., LTD.
By:[ ]
Printed Name:[ ]
Title:[ ]

This Agreement, made and entered into on of by and between , a corporation organized and existing under the laws of (hereinafter referred to as company) and (hereinafter referred to as Representative)

WITNESSETH:
WHEREAS. "Company" manufactures and/or sells products and WHEREAS. "Representative" desires to perform certain services on behalf of "Company" with respect to the following products : NOW THEREFORE in consideration of mutual conditions and obligations hereinafter set forth, the parties hereto have agreed as follows:

Article 1. PRODUCTS
"Company" hereby appoints "Representative". and "Representative" hereby accepts appointment as "Company's" independent sales representative to promote and assist in the sales of the products as listed below:

Article 2. TERRITORY
The sales territory designated hereto is the geographical area of the Republic of xxxxx as well as the area mutually agreed upon for which "Representative" sales responsibility and in which "Representative" will exert its best effort for sales of the "Products"

Article 3. MAJOR RESPONSIBILITIES OF REPRESENTATIVE
(A) Generate and stimulate interests the "products" and furnish information to "Company" in regard to market trend and prospective purchasers of the "Products".
(B) Participate in the sales promotion activities to benefit sales of the "Products" and assist and advises "Company" in this regards.
(C) Cooperate with and assist "Company" with the collection of any overdue accounts, after service informations, and other matters as requested by the "Company"
(D) Bear and pay all travelling expenses and others incurred by "Representative" in connection with the sake of the "Products, and" "Representative" shall not be entitled to any reimbersement in this respect except upon prior approval from "Company"

Article 4. MAJOR RESPONSIBILITIES OF COMPANY
(A) Endeavor to maintain the delivery conditions on all orders accepted by "Company".
(B) Provide "Representative" to the full extent, with sales and technical information and assistance regarding the "Products"
(C) Keep "Representative" informed of specification changes in the "Products".
(D) All expenses of catalogues, samples, advertisements, exhibitions and seminars made for sales promotion of the products shall be responsible to company.
(E) Principal shall observe those regulations described in international agreement provisions as regulated in Korea Anti-trust and Fair Trade Acts, against which agents shall not be bound by Principal.

Article 5. COMMISSIONS
(A) The commission rate agreed is ( )% and will accrue to "Representative's account" as of date of shipment by "Company"
(B) The agreed rate of commission shall be due and payable to "Representative" within( )days of the date that "Representative" made the pertinent delivery to the purchasers in the "Territory".
(C) No commission shall accrue to "Representative" based on orders not accepted by "Company" or on orders cancelled prior to delivery by "Company".
(D) Commission will be paid to "Representative" in its country in the currency of ( ).

Article 6. PURCHASE ORDER & DELIVERY
"Representative" is not authorized to accept any purchase orders on behalf of "Company" or to otherwise finalize any sales of such products without Company's consent. "Company" shall ship and deliver "Products" purchased by virtue of purchase orders, which it has accepted and acknowledged. directly to the customers in the "Territory".

Article 7. RELATIONSHIP OF PARTIES
(A) "Representative" shall have no authority to act for or on behalf of "Company" without Company's consent to sign or otherwise enter into any kind of contracts, undertaking or agreement, or make any promise, warranty or representation. with respect to the "Products", and "Company" shall not be bound by any acts, obligations, or defaults of "Representative". its employee or agents.
(B) "Company" shall not deal directly with customers in the "Territory" and in case a customer choose to deal directly with "Company". the "Company" shall notify and consult with "Representative". "Company" shall guarantee a fair and prevailing commission to "Representative" in accordance with Article 5 of this agreement.

Article 8. ASSIGNMENT OF AGREEMENT
Neither this Agreement nor any rights or obligations hereunder may be assigned by "Representative" without prior written consent of "Company".

Article 9. DURATION & TERMINATION
(A) This Agreement shall be effective for an initial period of ( ) years from the effective date of this Agreement, and shall be extended automatically for a period of one year unless there is written notice from either party not less than ( ) days prior to expiration date. Notwithstanding any other provisions herein. this Agreement may be terminated during the initial term or any extension by either party upon giving at least ( ) days written notice to other party and agreed.
(B) If either party hereto continues in default of any obligation imposed on it herein for more than ( ) days after written notice by the other party has been dispatched requesting the party in default to remedy such default, the other party may terminate by registered mail to the party in default and this Agreement shall terminate on the date of dispatch of such notice.
(c) In the event of bankruptcy, receivership. insolvency or assignment for the benefit of creditors of either party hereto. the other party may terminate this Agreement effective immediately by giving the first party written notice to that effect.

Article 10. ARBITRATION
All disputes. controversies, or differences which may arise between the parties out of or in relation to or in connection with this contract of for the breach thereof, shall be finally settled by arbitration in Seoul, xxxxx in accordance with the Commercial Arbitration Rules of the xxxxx Commercial Arbitration Board and under the Laws of Korea. The award rendered by arbitrator(s) shall be final and binding upon both parties concerned.

Article 11. EFFECTIVE DATE
This Agreement shall become effective as of the date first written above, If there are special conditions imposed by the government of either party, the date of such government approval become the effective date of this Agreement.

Article 12. APPLICABLE LAW
The Agreement shall be construed and interpreted in accordance with the laws of the Republic of Korea. Especially, Company shall observe those regulations described in international agreement provisions as regulated in Korean Anti-trust and Fair Trade Acts.

Article 13. FORCE MAJEURE
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 fire. flood, strikes, labour troubles or other industrial disturbance, unavoidable accidents, governmental regulations, riots, and insurrection. Upon 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 unless the Agreement is previously terminated in accordance with Article 8 hereof.

Article 14. NOTICES
All communication notices or the like between the parties shall be valid when made by telegraph or telex communication subsequently to be confirmed in writing to the designated addresses of the other parties.

Article 15. ENTIRETY
This instrument constitutes the entire agreement and understanding between the parties hereto relative to the subject matter hereof and there are no understandings, agreement's conditions or representations, oral or written, expressed or implied, with reference to the subject matter hereof that are merged herein or superseded hereby . No modification hereof shall be of any force of effect unless reduced to writing and signed by the parties claimed to be bound thereby and no modification shall be effected by the acknowledgement or acceptance of any order containing different conditions.

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their duly authorized representatives as of the date first above written :

By: __________________
Typed Name :
Title :

By: __________________
Typed Name :
Title :

Date :
This agreement is made between (hereinafter called "Principale") and (hereinafter called "Agent") in the Republic of xxxxx, and both Parties hereto have agreed as follows :

1. Sales area : "Agent" shall act as a (sole) sales agent for the "Principale"
within the geographic area of the Republic of Korea as well as the area
mutually agreed upon.

2. Sales products :

3. Agent shall do its best to promote sales of above products and all sales transactions should be confirmed in advance by "Principal."

4. Commission rate will be ( )% of the purchase amount, and such commission must be paid within ( ) days after shipment.

5. This agreement is effective from ( ) of ( ) 1988. and remain effective for ( ) years, this agreement shall be extended by mutual agreement

6. Principal shall observe those regulations described in international agreement provisions as regulated in xxxxx Anti-trust and Fair Trade Acts, against which agents shall not be bound by principal.

7. Any disputes or claims which can not be resolved amicably between the parties hereto shall be settled in accordance with the rules of arbitration of xxxxx Commercial Arbitration Board in xxxxx.