A. On April 18, 2008, C Co., Ltd. (hereinafter referred to as “Nonindicted Company”) entered into a loan agreement with a lot Capital Co., Ltd. (hereinafter referred to as “lot Capital”) to build a new building on the ground of Kimhae-si, E, F and G (hereinafter collectively referred to as “instant real estate”) and completed the registration of ownership transfer as to the instant real estate with the Korea Asset Trust Co., Ltd. (hereinafter referred to as “Korea Asset Trust”) on the same day in order to secure the repayment of the principal and interest of the loan, and the first priority beneficiary as to the instant real estate in order to secure the repayment of the principal and interest of the loan.

B. On April 30, 2008, the Plaintiff: (a) decided to take over all the assets and goodwill of the non-party company, including the instant real estate, at 12 billion won; and (b) entered into a corporate transfer/acquisition agreement with the following contents (hereinafter “instant acquisition agreement”); (c) on the same day, when the non-party company fails to comply with the instant agreement, the Plaintiff compensates the non-party company for the amount of the down payment received from the non-party company “B” (the non-party company) and if the non-party company fails to comply with the instant agreement, the said agreement becomes null and void; and (d) the down payment is reverted to “A”.

Provided, That this shall not apply where a contract is destroyed by mutual agreement, and the part payment shall be liable for damages incurred for a separate business other than the above amount after the receipt of the part payment.

Article 8 (Cancellation of Contracts) The rescission of this Agreement may be rescinded only in the following cases, and shall be equally recognized. D or other mutual agreements have been made.

C. The Defendants, on April 30, 2008, shall be based on the obligation owed to the Plaintiff by Nonparty Company to the Plaintiff under the instant acquisition contract, and on the date of completion and transfer of the instant acquisition contract.