2. The defendant shall be the plaintiff 5,00 won in par value of C&C issuance.

1. The defendant transferred 200,000 shares of the company of this case to the plaintiff on August 31, 2005 by the sales contract.

2. The defendant shall maintain the joint management system with the transfer of shares to the plaintiff.

Provided, That matters concerning personnel shall be determined by the agreement of the representative director and the defendant.

3. The defendant shall appoint the plaintiff as representative director, along with the acquisition of shares, and where the following management risks occur, the defendant shall recover the management rights of the plaintiff in accordance with legitimate procedures:

· If personal benefits that are contrary to the interests of the company are acquired by abusing the right of management, and if the company has made a decision to seriously affect the company's management without the defendant's consent, the company's management will continue for two consecutive years, not by external factors.

4. The shares that the defendant transferred to the plaintiff shall be kept by the defendant at the time of conclusion of a sales contract, and the defendant shall issue a custody certificate.

5. The Plaintiff has the right of preferential purchase in the event that the shares owned by the Defendant are changed due to the need of the Defendant.

Where the plaintiff is unable to perform this, the defendant may sell it to a third party.

Article 1 (Sale of Stocks) The Defendant shall sell to the Plaintiff without any defects in accordance with the terms and conditions of this Agreement and purchase them.

Article 2 (Payment of Stock Purchase and Sale Price)

1. The total purchase price of the shares of this case shall be two billion won, and the down payment shall be four billion won.

2. The plaintiff shall pay the defendant a down payment of KRW 400 million at the time of concluding the sale and purchase contract, and the balance shall be paid in August 31, 2005.

After entering into a sales contract under Article 3 (Appointment of Representative Director), the plaintiff shall assume office as the representative director on September 1, 2005.

On July 29, 2005, the Plaintiff purchased 200,000 shares of C Co., Ltd. (hereinafter “instant company”) from the Defendant (hereinafter “instant company”) in price of KRW 2 billion, and the Plaintiff and the Defendant purchased 5,000,000 shares from the Defendant (hereinafter “instant company”) in price of KRW 2 billion.