1. The Defendant (Counterclaim Plaintiff) shall pay to the Plaintiff (Counterclaim Defendant) KRW 29,550,00,000 and its payment from September 28, 2013.

A principal lawsuit and a counterclaim shall be deemed simultaneously.

1. Basic facts

A. On May 26, 2010, the Plaintiff and the Defendant concluded a franchise agreement with respect to “A Music Research Institute D” (hereinafter “A Music Research Institute D”) located in Gangnam-gu Seoul, Seoul (hereinafter “instant private teaching institute”) with a franchise of KRW 33 million (payment of KRW 30 million for actual roads), and with a franchise agreement with a franchise of KRW 10,000 for each subject from June 2010 to April 201. The Defendant operated the said private teaching institute around that time.

B. However, the Defendant discussed the Plaintiff’s difficulty in operating the instant private teaching institute, and on April 18, 201, the Plaintiff concluded an underwriting agreement with the Defendant on the instant private teaching institute (hereinafter “instant underwriting agreement”).

Article 1 The plaintiff concludes a contract with the defendant in total of KRW 500 million (including KRW 100 million as security deposit).

The plaintiff shall pay 200 million won in cash to the defendant, and the remaining 300 million won shall be established and transferred by establishing a music education institute for practical use A in Gwangjin-gu, Jung-gu, and Seongdong-gu.

Article 2 (Transfer) On or around December 2012, the Plaintiff shall transfer to the Defendant at least five million won of net profits through the Private Teaching Institutes for Practical Music established A, and transfer the same to the Defendant.

Before December 2012, a transfer may be made at the time of the occurrence of at least five million won of net income even before net income.

Article 3 If the plaintiff did not generate net income within the agreed period to the defendant, he/she shall pay a penalty of KRW 50 million per won per net profit to the defendant, and shall transfer a new A-use music private teaching institute.

Net profit means the remainder of the total tuition fees, excluding rent, employee's pay, royalties, and instructor's pay.

Article 4 The Plaintiff shall pay the Defendant the down payment of KRW 20 million on April 18, 201, and shall assume the obligation of KRW 4.5 million in total with the total of KRW 12 million and the total of KRW 4.5 million in the field of a signboard, and shall pay KRW 10 million in the part payment on April 26, 201 and KRW 153.5 million on April 30, 201, respectively.

Article 6 The Plaintiff shall pay interest of KRW 300 million to the Si Bank by December 2012.

C. The Plaintiff is the Defendant’s signboard price of KRW 12 million under the instant underwriting agreement.