2. The Defendant-Counterclaim Plaintiff (Counterclaim Defendant) is each of the Plaintiff (Counterclaim Defendant).

A. The status of the party is that the representative director is a corporation with the purpose of wholesale business of household appliances and parts, and the actual operator is E.

Defendant B is a person who operated the business under the trade name of F (hereinafter referred to as “F”) and G (hereinafter referred to as “G”), and Defendant C was a vice head of F and a joint representative of G.

B. Since the Defendants’ conclusion of the instant transfer agreement is difficult to conduct business related to F and G, the Plaintiff entered into a transfer agreement with Defendant B on January 22, 2010 with the following content (hereinafter “the instant transfer agreement”). < Amended by Presidential Decree No. 22035, Jan. 22, 2010>

1.As from 1 December 2009, F and G offices are operated by F and G as provided by Defendant C (Fund management, Company Operation) and final decision-making and operation responsibilities are E.

2. Defendant B shall be appointed as the head of a branch office of the Busan Busan District Office, which is scheduled to be established in J.

3. The F and G’s taxes until November 30, 2009 are the responsibility of Defendant B, and all taxes incurred after and matters related to the company are the responsibility of Plaintiff B’s representative director D (E).

4. The amount of KRW 78,000,000 shall be succeeded or delegated to or delegated by Defendant B to D (E) representative director of the Plaintiff, and the representative director D (E) shall be responsible until June 2010.

5. F and G claims and obligations shall be accompanied by the description of claims and obligations as of December 1, 2009 and shall be subject to the responsibility of the representative director D (E) of the Plaintiff.

6. The plaintiff representative director D (E) shall pay 20,000,000 won to the defendant B on the date of the registration of transfer to D (E) of the plaintiff representative director of the Si/Gu, Busan.

7. The D (E) representative director of the plaintiff shall pay 50,000,000 won to the defendant B after the maturity of the F Bill ( April 30, 2010) by the end of May 2010 or the end of June 2010.

Provided, That the F business operator shall change the name of the plaintiff representative director D (E) from defendant B to the name of the business registration certificate and also terminate the house (B residence) secured by defendant B F.

8. The duty of the plaintiff representative director D (E).