1. All of the counterclaims filed by the Plaintiff (Counterclaim Defendant) and the Defendant (Counterclaim Plaintiff) are dismissed.

2. The costs of lawsuit shall be individually counted.

1. Basic facts

A. From September 14, 1994 to April 25, 2007, the Plaintiff served as the chief director of the school juristic person C (hereinafter “instant school juristic person”), and on April 30, 2007, D, the Plaintiff’s children, was appointed as the chief director.

Article 1 (Purpose of Contract) At present, C(D) shall enter into this Agreement with a view to determining all matters related to the transfer and acquisition of C by receiving a certain amount of money from A (Plaintiff).

Article 2 (Subject Matters)

1. Property for education: 19,834.9 square meters and facilities (by detailed lottery) of the school site;

2. For profit-making property: All property (referring to the obligation of Party A) owned C including the total 114 lots of land, etc. registered at the Incheon Gyeyang-gu E building and the Office of Education shall be paid to Party B 7,500,000 won in total as follows:

1. Payment of down payment and intermediate payment (of down payment: one billion won, one hundred billion won, and part payment): 2,500,000 won; and

2. The second part shall be paid 1,500,000 won as part payments;

3. The third part shall be paid 1,500,000 won.

4. Any balance of KRW 2,00,000,000 shall be paid within December 30, 2010.

Article 4 (Obligations of B)

1. Eul shall convene a meeting of the board of directors at the same time as receiving the amount of paragraph 1 of Article 3 from Gap, and shall make a resolution thereon, and Eul shall convene a meeting of the board of directors which shall appoint two directors nominated by Gap within 30 days from the date of the contract and shall submit to the Office of Education an application for approval of the appointment of directors.

2.B shall replace the office of administration immediately with the approval of the appointment of the two above directors by the Office of Education, and shall, within 7 days thereafter, submit to the Office of Education an application for approval of the appointment of two directors appointed by A within 30 days after receiving the intermediate payment of Article III, Section 2 from A.

In addition, an application for approval should be submitted to appoint one of the new directors as the chief executive officer among the applications for approval.

In addition, an application for approval shall also be submitted by one auditor.

3.B shall from the Office of Education set forth above two persons.