Letter of Engagement

Letter of Engagement

This will confirm the understanding and engagement (the “Engagement”) between XXX express (“XXX”) and Korea KKK Corp (“KKK”) as follows:

1.       XXX hereby engages KKK on an exclusive basis to investigate and possibly execute investment into domestic distribution companies.  KKK will provide services to KMT concerning its acquisition of domestic distribution companies. (the “Targets”).  Such services can be mutually agreed upon in writing between KKK and XXX before KKK can conduct any actual solicitation of the Target on behalf of XXX.

2.       For the purposes of this Engagement, “exclusive” means that XXX will not engage for target companies proposed by KKK during the term of this Engagement any other investment bankers, acquisition search firms.

KKK shall not engage to provide services to other companies other than XXX with a view to executing investment into the Target and shall not engage in the sale of the Target during the term of this Engagement unless otherwise XXX enters into a definitive acquisition agreement or any such agreements with domestic distribution companies in Korea.

3.       For the purposes of this Engagement, “Acquisition” shall mean any transaction, other than in the ordinary course of trade or business, whereby control of, or a material interest in, the Targets or any of their business activities, assets or properties is purchased or otherwise acquired, including, without limitation, a sale or exchange of capital stock or assets, a lease of assets with a purchase option, merger or consolidation, a tender or exchange offer, a leveraged buy-out, the formation of a joint venture, a minority investment or any such similar transaction.

4.       KKK hereby accepts the engagement and in that connection, agrees to perform the following services :

(i)            Identify the key decision makers in the Targets and develop with XXX an effective method to approach such key decision makers and, in the absence of any conflict of interest, contact subject to XXX’s prior written request the Target and arrange meeting between the Target and XXX;

(ii)          Work with XXX to acquire from the Target all evaluation material, data, financial information, etc., to allow XXX, with KKK’s assistance, to do a complete and thorough business “due diligence” analysis, including providing insight as to the cultural and regulatory process pertaining to the acquisition process ;

(iii)         Advise XXX on the prospective acquisition (feasibility, risk factors, likelihood of success, ets.) and furnish to XXX, once the due diligence analysis and evaluation have been completed, KKK’s recommendations, including an appropriate acquisition price or price range and appropriate terms and conditions of any offer; and

(iv)        Lead, assist, advise and support, to the extent requested by XXX, in the negotiations with the Target in consummating the acquisition, including, but not limited to, verbal translations, working with various governmental agencies to obtain pre-approval, regulatory concessions or permissions subject to compliance with any and all guidelines of such governmental agencies and all applicable Korean laws, and assistance in the preparation of documentation and filings where appropriate.

5.       For the services to be performed by KKK under this Engagement, the Fee will basically consist of retainer fee and success fee. Detail fee agreement will be made based on time schedule attached.

6.       During the term of this Engagement, and for the following one (1) year from the termination of this Engagement, (a)KKK shall not disclose any information concerning XXX, its subsidiaries, divisions, or affiliates, whether obtained by KKK during the course of performing consulting and advisory services for XXX or otherwise, to any person, firm, corporation, or other entity without the prior written authorization of the other party, (b) and neither KKK nor XXX shall use information concerning the Acquisition, only in connection with preparation of the possible Acquisition as such information (i) will only be used in connection with the services KKK is to perform hereunder, and (ⅱ) will only be given to both KKK and XXX’s employees, officers, partners and directors who need to know the information for the purpose of KKK providing the services hereunder and who agree in writing to act in accordance with the terms of this Engagement.  KKK and XXX will cause their employees, officers, directors and partners to observe the terms of this Engagement and will be responsible for any breach of this Engagement by their employees, officers, directors or partners.

7.       XXX shall indemnify KKK and hold it harmless against losses, claims, damages, or liabilities to which KKK may become subject arising in any manner out of or in connection with (a) actions taken or not taken (including any untrue statements made or statements not made) by XXX or (b) actions taken or not taken by KKK in conformity with instructions of XXX; or otherwise arising out of or in connection with KKK’s rendering of services hereunder unless in is finally determined that such losses, claims, damages, or liabilities arose out of the negligence or bad faith of KKK. KKK is obliged go immediately to advise XXX in writing if the execution of a request or instructions given by XXX to KKK would, in the opinion of KKK, violate Korean law, regulations. or established business practices or involved a significant risk that such law, regulations, or practices could be violated.  If KKK fails to fulfil this obligation, KKK disclaimer of liability under this section is without legal effect.  Subject to the limitations and qualifications of this section XXX is obliged to hold KKK harmless for its legal and other expenses reasonably incurred in connection with investigating, preparing or defending any lawsuits, claims or other proceeding arising out of or in connection with KKK’s rendering of services to XXX.

8.       This Engagement (a) is the only agreement between KKK and XXX concerning the subject matter hereof, and supersedes any prior written or verbal agreement between the both parties; (b) may not be amended except in writhing singed by duly authorized officers of KKK and XXX; (c) may not be assigned by KKK; (d) shall be construed and enforced in accordance with the law of the Republic of Korea. The agreement to arbitrate does not preclude the use of interim measures through ordinary courts of law.

9.       The president of KKK will have overall responsibility for the conduct of our engagement.  Dae Sung Jung, senior manager, and 2-3 managers in KKK will lead our efforts on a day-to-day basis. Find the attached regarding their profiles.

If the foregoing correctly sets forth the understanding and engagement between XXX and KKK Corporation, please so indicate in the space provided below, whereupon this letter shall constitute a binding engagement.

Accepted and Agreed

XXX express                                            KKK Corporation

By: ___________________                                                 By: ___________________

Name:                                                                    Name:

Title:                                                                         Title:

Date: __________________                                          Date: __________________