EXHIBIT 10.33
S E C U R I T Y A G R E E M E N T
SECURITY AGREEMENT dated as of May 12, 1998, made by ASIA DESIGN
CORPORATION, LTD., a Korean corporation (the "Grantor"), to SUMMIT DESIGN, INC.,
a Delaware corporation ("Summit Delaware"), as agent (the "Agent") for itself
and Anam S&T Co., Ltd., a Korean corporation ("Anam" and, together with Summit
Delaware, being referred to herein, collectively, as the "Secured Parties").
RECITALS
A. Summit Design Asia, Ltd., a Hong Kong corporation (the "Borrower"), is
entering into certain loan agreements (the "Loan Agreements") evidencing loans
(the "Loans") made or to be made by the Secured Parties to the Borrower.
B. The Grantor, a distributor of the Borrower's EDA products in Asia,
will derive certain direct or indirect benefits as a result of the Loans.
C. As a condition precedent to the making of the Loans, the Grantor
agreed to (i) guarantee the Borrower's obligations under the Loan Agreements,
pursuant to a guaranty (the "Guaranty") to be entered into by the Grantor in
favor of the Secured Parties and (ii) grant the security interest contemplated
by this Agreement in order to secure its obligations under the Guaranty.
NOW, THEREFORE, in consideration of the premises and in order to induce the
Secured Parties to make the Loans to the Borrower , the Grantor hereby agrees
with the Secured Party as follows:
SECTION 1. GRANT OF SECURITY
The Grantor hereby assigns, pledges and grants to the Agent, for its
benefit and the ratable benefit of the Secured Parties, a security interest in
all of the Grantor's right, title and interest in and to the following, whether
now owned or hereafter acquired (the "Collateral"):
(a) all licenses, patents (including, without limitation, patents,
patent applications and patent licenses), trademarks, trade names, service
marks, copyrights (including, in each case, all registrations and applications
for any of the foregoing), maskworks, inventions, trade secrets, confidential
information, proprietary information, formulae, methods or processes, know-how,
compounds, methods and operating systems, manufacturing and production and
delivery procedures, product
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and service specifications, computer programs, and data bases (collectively,
the "Intellectual Property");
(b) all goodwill of the Grantor's business connected with the
Intellectual Property; and
(c) all increases in, and all rents, profits, royalties and proceeds
of, any and all of the foregoing Collateral (including, without limitation,
proceeds which constitute property of the types described in clause (a) of this
Section 1).
SECTION 2. SECURITY FOR OBLIGATIONS
This Agreement secures the payment of all obligations of the Grantor now
or hereafter existing under the Guaranty, and all obligations of the Grantor
now or hereafter existing under this Agreement (all such obligations of the
Grantor being the "Obligations"). Without limiting the generality of the
foregoing, this Agreement secures the payment of all amounts which constitute
part of the Obligations and would be owed by the Grantor to the Secured
Parties under the Guaranty but for the fact that they are unenforceable or
not allowable due to the existence of a bankruptcy, reorganization or similar
proceeding involving the Grantor.
SECTION 3. REPRESENTATIONS AND WARRANTIES
The Grantor represents and warrants as follows:
(a) The chief place of business and chief executive office of the
Grantor and the office where the Grantor keeps its records concerning the
Collateral are located at its address specified in Section 12.
(b) The Grantor is the sole and exclusive legal and beneficial owner
of the Collateral free and clear of any lien, security interest, option or other
charge or encumbrance except for the security interest created by this
Agreement. No effective financing statement or other document similar in effect
covering all or any part of the Collateral is on file in any recording office,
except such as may have been filed in favor of the Agent relating to this
Agreement. The Grantor has no trade name.
(c) This Agreement creates a valid and first priority perfected
security interest in the Collateral, securing the payment of the Obligations,
and all filings and other actions necessary or desirable to perfect and protect
such security interest have been duly taken.
(d) Part A of Schedule 3(d) lists all patents, trademarks, registered
copyrights, servicemarks, maskworks and tradenames of the Grantor, and specifies
the
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jurisdictions in which each such item of Intellectual Property has been
issued or registered or in which an application for such issuance and
registration has been filed, including the respective registration or
application numbers. The Grantor has not granted any license, sublicense,
option, royalty, release, covenant not to xxx, non-assertion assurance or
other agreement of any kind relating to any of the Intellectual Property. No
affiliate or employee of the Grantor has any ownership interest in, or any
right to receive payment for, the Grantor's use of any Intellectual Property.
Part B of Schedule 3(d) lists all licenses or rights from third parties for
the use of intellectual property by, or on behalf of, the Grantor.
(e) No claims with respect to the Intellectual Property have been
asserted or, to the knowledge of the Grantor, are threatened by any third
party, nor does the Grantor have knowledge of any valid grounds for any bona
fide claims (i) to the effect that the Grantor or any of its affiliates has
violated, or by conducting its business as proposed, would violate, any
intellectual property rights or any third party, (ii) against the use by the
Grantor or any of its affiliates of any Intellectual Property, or (iii)
challenging the ownership, validity or effectiveness of any of the
Intellectual Property. All patents, registered trademarks and registered
copyrights held by the Grantor are valid.
(f) To the knowledge of the Grantor, there is no material
unauthorized use, infringement or misappropriation of any of the Intellectual
Property by any third party, including any employee or former employee of the
Grantor. Neither the Grantor nor any of its affiliates (i) has been sued or
charged in writing as a defendant in any claim, suit, action or proceeding
which involves a claim of infringement of trade secrets, any patents,
trademarks, service marks, maskworks or copyrights and which has not been
finally terminated prior to the date hereof or (ii) has knowledge of any
infringement liability with respect to, or infringement by, the Grantor or
any of its affiliates of any trade secret, patent, trademark, service xxxx,
maskwork or copyright of another third party. The Grantor's officers,
employees and consultants with access to technical data of the Grantor have
signed confidentiality agreements in favor of the Grantor and each such
agreement remains in full force and effect. To the knowledge of the Grantor,
none of its current or former officers, employees or consultants is in
violation of any such agreements.
(g) Each patent, patent application, trademark and trademark
registration, and service xxxx and service xxxx registration is subsisting
and has not been adjudged invalid, unregistrable or unenforceable, in whole
or in part.
(h) The Intellectual Property constitutes all of the intellectual
property rights, whether owned, held under license, or otherwise, necessary or
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desirable for the conduct of the Grantor's business as now conducted or
proposed to be conducted.
SECTION 4. FURTHER ASSURANCES
(a) The Grantor agrees that from time to time, at the expense of
the Grantor, the Grantor will promptly execute and deliver all further
instruments and documents, and take all further action, that may be necessary
in order to perfect and protect any security interest granted or purported to
be granted hereby or to enable the Agent to exercise and enforce its rights
and remedies hereunder with respect to any Collateral. Without limiting the
generality of the foregoing, the Grantor will execute and file such financing
or continuation statements, or amendments thereto, and such other instruments
or notices, as may be necessary in order to perfect and preserve the security
interest granted or purported to be granted hereby.
(b) The Grantor hereby authorizes the Agent to file one or more
financing or continuation statements, and amendments thereto, relating to all
or any part of the Collateral without the signature of the Grantor where
permitted by law. A photocopy or other reproduction of this Agreement or any
financing statement covering the Collateral or any part thereof shall be
sufficient as a financing statement where permitted by law.
(c) The Grantor will furnish to the Agent from time to time
statements and schedules further identifying and describing the Collateral
and such other reports in connection with the Collateral as the Agent may
reasonably request, all in reasonable detail.
(d) The Grantor agrees to take all necessary steps to maintain
each registered patent, trademark, copyright and service xxxx. Any expenses
incurred in connection with such activities shall be borne by the Grantor.
(e) The Grantor agrees to notify the Agent promptly if the Grantor
learns (i) that any item of the Intellectual Property is abandoned or (ii) of
any adverse development (including, without limitation, the institution of
any proceeding in any court) regarding any item of the Intellectual Property.
(f) If the Grantor becomes aware that any item of the Intellectual
Property is infringed by a third party, the Grantor shall promptly notify the
Agent and shall promptly take such actions as the Agent shall deem
appropriate under the circumstances to protect such Intellectual Property.
Any expense incurred in connection with such activities shall be borne by the
Grantor.
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(g) The Grantor shall keep its chief place of business and chief
executive office and the office where it keeps its records concerning the
Intellectual Property at the location therefor specified in Section 3(a) or,
upon 30 days' prior written notice to the Agent, at any other locations in a
jurisdiction where all actions required by this Section 4 shall have been
taken with respect to the Intellectual Property. The Grantor will hold and
preserve such records, and will permit representatives of the Agent at any
time during normal business hours to inspect and make abstracts from such
records.
SECTION 5. TRANSFERS AND OTHER LIENS
Without the prior written consent of the Agent, the Grantor shall
not (a) sell, assign (by operation of law or otherwise) or otherwise dispose
of, or (b) grant any option with respect to, any of the Collateral or (c)
create or permit to exist any lien, security interest, option or other charge
or encumbrance upon or with respect to any of the Collateral, except for the
security interest under this Agreement.
SECTION 6. AGENT MAY PERFORM
If the Grantor fails to perform any agreement contained herein, the
Agent may itself perform, or cause performance of, such agreement, and the
out-of-pocket expenses of the Agent incurred in connection therewith shall be
payable by the Grantor under Section 10.
SECTION 7. THE AGENT'S DUTIES
The powers conferred on the Agent hereunder are solely to protect its
interest in the Collateral and shall not impose any duty upon it to exercise
any such powers. Except for the preservation of any Collateral in its
possession, the Agent shall have no duty as to any Collateral, or as to the
taking of any steps necessary to preserve rights against third parties or any
other rights pertaining to any Collateral. The Agent shall be deemed to have
exercised reasonable care in the custody and preservation of any Collateral
in its possession if such Collateral is accorded treatment substantially
equal to that which accords its own property.
SECTION 8. EVENTS OF DEFAULT
Any of the following events shall be considered an "Event of Default"
for purposes of this Agreement:
(a) The Grantor shall fail to pay when due all or any portion of
the Obligations secured hereby; or
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(b) Any representation or warranty made by the Grantor under or in
connection with this Agreement shall prove to have been incorrect in any
material respect when made; or
(c) The Grantor shall fail to perform or observe any term,
covenant or agreement contained in this Agreement to be performed thereby if
such failure shall remain unremedied for 10 days after written notice thereof
shall have been provided to the Grantor by the Agent; or
(d) An "Event of Default" (as such term is defined in the Loan
Agreements), shall have occurred and be continuing under either of the Loan
Agreements; or
(e) This Agreement shall for any reason (other than pursuant to
the terms thereof) cease to create a valid and perfected first priority
security interest in and lien on any of the Collateral purported to be
covered hereby; or
(f) There shall occur, in the judgment of the Agent, any material
adverse change in title of the Grantor to an of the Intellectual Property and
such change shall not be remedied to the satisfaction of the Agent within 30
days of such change; or
(g) Any provision of this Agreement shall for any reason cease to
be valid and binding on the Grantor, or the Grantor shall so state in writing.
SECTION 9. REMEDIES
If any Event of Default shall have occurred and be continuing:
(a) The Agent may exercise in respect of the Collateral, in
addition to other rights and remedies provided for herein or otherwise
available to it, all the rights and remedies of a secured party on default
under the Uniform Commercial Code in effect in the State of Oregon at that
time, and also may (i) exercise any and all rights and remedies of the
Grantor under or otherwise in respect of the Collateral, including, without
limitation, the right to sell, assign or otherwise dispose of any or all of
the Collateral. In the event of any sale, assignment, or other disposition
of any of the Collateral, the goodwill of the business connected with and
symbolized by any Intellectual Property subject to such disposition shall be
included, and the Grantor shall supply to the Agent or its designee the
Grantor's know-how and expertise relating to the provision of services
relating to any Intellectual Property subject to such disposition.
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(b) All payments made hereunder or in connection with or otherwise
in respect of the Collateral and all cash proceeds received by the Agent in
respect of any sale of, collection from, or other realization upon all or any
part of the Collateral may, in the discretion of the Agent, be held by the
Agent as collateral for, and/or then or at any time thereafter applied in
whole or in part by the Agent against, all or any part of the Obligations, in
such order as the Agent shall elect. Any surplus of such cash or cash
proceeds held by the Agent and remaining after payment in full, in cash, of
all the Obligations shall be paid over to the Grantor or to whomsoever may be
lawfully entitled to receive such surplus.
(c) All payments received by the Grantor in respect of the
Collateral shall be received in trust for the benefit of the Agent, shall be
segregated from other funds of the Grantor and shall be forthwith paid over
to the Agent in the same form as so received (with any necessary endorsement).
SECTION 10. INDEMNITY AND EXPENSES
(a) The Grantor agrees to indemnify the Agent and the Secured
Parties from and against any and all claims, losses and liabilities
(including, without limitation, reasonable attorneys' fees) arising out of or
resulting from this Agreement, except claims, losses or liabilities resulting
from the Agent's or such Secured Party's gross negligence or willful
misconduct.
(b) The Grantor will pay to the Agent the amount of any and all
expenses, including, without limitation, the reasonable fees and
disbursements of its counsel and of any experts and agents, which the Agent
may incur in connection with (i) the administration of this Agreement, (ii)
the custody, preservation, use or operation of, or the sale of, collection
from, or other realization upon, any of the Collateral, (iii) the exercise or
enforcement of any of the rights of the Agent hereunder or (iv) the failure
of the Grantor to perform or observe any provision hereof.
SECTION 11. AMENDMENTS; ETC.
No amendment or waiver of any provision of this Agreement, and no
consent to any departure by the Grantor herefrom, shall in any event be
effective unless the same shall be in writing and signed by the parties
hereto, and then such waiver or consent shall be effective only in the
specific instance and for the specific purpose for which given.
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SECTION 12. NOTICES
All notices required or permitted to be given under this Agreement shall
be in writing. Notices may be served by certified or registered mail,
postage paid with return receipt requested; by private, internationally
recognized courier, prepaid; by telex, facsimile, or other telecommunication
device capable of transmitting or creating a written record; or personally.
Mailed notices shall be deemed delivered three (3) days after deposit in the
United States mail, properly addressed. Couriered notices shall be deemed
delivered on the date that the courier warrants that delivery will occur.
Telex or telecommunicated notices shall be deemed delivered when receipt is
either confirmed by confirming transmission equipment or acknowledged by the
addressee or its office. Personal delivery shall be effective when
accomplished. Unless a party changes its address by giving notice to the
other party as provided herein, notices shall be delivered to the parties at
the addresses set forth below:
To Agent: Summit Design, Inc.
0000 X.X. Xxxxxx Xxxxx
Xxxxxxxxx, XX 00000
XXX
Attention: Xxxxx Xxxxxxx
Fax No. 000-000-0000
To Anam S&T Co., Ltd.: Anam S&T
3rd Floor Anam Xxxxxxxx
000-00 Xxxxxxx-Xxxx, Xxxxxxx-Xx
Xxxxx Xxxxx 135090
Attention: Xxxxxxx Xxx
Fax No. 000-0000-0000
To Grantor: Xxxxx 000, 0 Xxxxx
XXXX Xxxxxxxx
000-0 Xxxxxxx-Xxxx, Xxxxxxx-Xx
Xxxxx, 000-000, Xxxxx
Attention: X.X.Xxxx
Facsimile: 00-0-000-0000
SECTION 13. ENTIRE AGREEMENT
This Agreement, together with certain other agreements of even date
herewith among certain of the parties (including, without limitation, the
Shareholders Agreement for the Borrower), constitutes the full and entire
understanding and
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agreement between the parties with respect to the subject matter hereof and
supersedes all prior agreements with respect to the subject matter hereof.
SECTION 14. CONTINUING SECURITY INTEREST; SUCCESSORS
This Agreement shall create a continuing security interest in the
Collateral and shall (a) remain in full force and effect until the payment in
full of the Obligations and all other amounts payable under this Agreement,
and (b) be binding upon and inure to the benefit of, the parties hereto and
their successors and permitted assigns Upon the indefeasible payment in full
of the Obligations and all other amounts payable under this Agreement, the
security interest granted hereby shall terminate and all rights to the
Collateral shall revert to the Grantor. Upon any such termination, the Agent
will, at the Grantor's expense, execute and deliver to the Grantor such
documents as the Grantor shall reasonably request to evidence such
termination.
SECTION 15. SEVERABILITY
If any term or provision of this Agreement is or shall become illegal,
invalid or unenforceable in any jurisdiction, all other terms and provisions
of this Agreement shall remain legal, valid and enforceable in such
jurisdiction and such illegal, invalid or unenforceable provision shall be
legal, valid and enforceable in any other jurisdiction.
SECTION 16. GOVERNING LAW
THIS AGREEMENT SHALL BE INTERPRETED AND THE RIGHTS AND LIABILITIES OF
THE PARTIES HERETO DETERMINED IN ACCORDANCE WITH THE LAW OF THE STATE OF
OREGON, EXCLUDING ANY CONFLICTS OF LAW, RULE OR PRINCIPLE THAT MIGHT
OTHERWISE REFER CONSTRUCTION OR INTERPRETATION OF THIS AGREEMENT TO THE
SUBSTANTIVE LAW OF ANOTHER JURISDICTION, AND ALL OTHER LAWS OF MANDATORY
APPLICATION.
SECTION 17. HEADINGS
The captions in this Agreement are for reference purposes only and shall
not relate to or affect in any way the construction or interpretation hereof.
SECTION 18. Counterparts
This Agreement may be executed in two or more counterparts, each of which
shall be deemed an original, but all of which together shall constitute one and
the same instrument. Delivery of an executed signature page to this Agreement
or any
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related document by facsimile transmission shall be as effective as delivery
of a manually signed counterpart of this Agreement or such related document.
SECTION 19. CONSENT TO JURISDICTION; WAIVER OF IMMUNITIES
(a) The Grantor hereby irrevocably and unconditionally submits,
for itself and its property, to the jurisdiction of any Oregon state or
federal court sitting in Portland, Oregon and any appellate court from any
thereof in any action or proceeding arising out of or relating to this
Agreement, and the Grantor hereby irrevocably agrees that all claims in
respect of such action or proceeding may be heard and determined in such
Oregon State court or in such federal court. The Grantor hereby irrevocably
waives, to the fullest extent it may effectively do so, the defense of an
inconvenient forum to the maintenance of such action or proceeding. The
Grantor hereby irrevocably appoints Lawco of Oregon, Inc. (the "Process
Agent"), with an office on the date hereof at 0000 X.X. Fifth Avenue, Suite
1500, Xxxxxxxx, Xxxxxx 00000, Xxxxxx Xxxxxx, as its agent to receive on
behalf of the Grantor and its property service of copies of the summons and
complaint and any other process which may be served in any such action or
proceeding. Such service may be made by mailing or delivering a copy of such
process to the Grantor in care of the Process Agent at the Process Agent's
above address, and the Grantor hereby irrevocably authorizes and directs the
Process Agent to accept such service on its behalf. As an alternative method
of service, the Grantor also irrevocably consents to the service of any and
all process in any such action or proceeding by the mailing of copies of such
process to the Grantor at its address specified in Section 12. The Grantor
agrees that a final judgment in any such action or proceeding shall be
conclusive and may be enforced in other jurisdictions by suit on the judgment
or in any other manner provided by law.
(b) Nothing in this Section shall affect the right of the Agent to
serve legal process in any other manner permitted by law or affect the right
of the Agent to bring any action or proceeding against the Grantor or its
property in the courts of any other jurisdictions.
(c) To the extent that the Grantor has or hereafter may acquire
any immunity from jurisdiction of any court or from any legal process
(whether through service or notice, attachment prior to judgment, attachment
in aid of execution, execution or otherwise) with respect to itself or its
property, the Grantor hereby irrevocably waives such immunity in respect of
its obligations under this Agreement and, without limiting the generality of
the foregoing, agrees that the waivers set forth in this subsection (c) shall
have the fullest scope permitted under the Foreign Sovereign Immunities Act
of 1976 of the United States and are intended to be irrevocable for purposes
of such Act.
PAGE 10
SECTION 20. THE AGENT
(a) Each Secured Party hereby appoints and authorizes the Agent to
take such action as agent on its behalf and to exercise such powers under
this Agreement as are delegated to the Agent by the terms hereof, together
with such powers as are reasonably incidental thereto. As to any matters not
expressly provided for by this Agreement, the Agent shall not be required to
exercise any discretion or take any action, but shall be required to act or
to refrain from acting (and shall be fully protected in so acting or
refraining from acting) upon the instructions of the Secured Parties, and
such instructions shall be binding upon the Secured Parties; PROVIDED,
HOWEVER, that the Agent shall not be required to take any action which
exposes the Agent to personal liability or which is contrary to this
Agreement or applicable law. The Agent agrees to give to each Secured Party
prompt notice of each notice given to it by the Grantor pursuant to the terms
of this Agreement.
(b) Neither the Agent nor any of its directors, officers, agents
or employees shall be liable for any action taken or omitted to be taken by
it or them under or in connection with this Agreement, except for its or
their own gross negligence or willful misconduct. Without limitation of the
generality of the foregoing, the Agent: (i) may consult with legal counsel,
independent public accountants and other experts selected by it and shall not
be liable for any action taken or omitted to be taken in good faith by it in
accordance with the advice of such counsel, accountants or experts; (ii)
makes no warranty or representation to any Secured Party and shall not be
responsible to any Secured Party for any statement, warranties or
representations (whether written or oral) made in or in connection with this
Agreement; (iii) shall not have any duty to ascertain or to inquire as to the
performance or observance of any of the terms, covenants or conditions of
this Agreement on the part of the Grantor; (iv) shall not be responsible to
any Secured Party for the due execution, legality, validity, enforceability,
genuineness, sufficiency or value of this Agreement or any other instrument
or document furnished pursuant hereto; and (v) shall incur no liability under
or in respect of this Agreement by acting upon any notice, consent,
certificate or other instrument or writing (which may be by telecopier,
telegram, cable or telex) believed by it to be genuine and signed or sent by
the proper party or parties.
(c) With respect to the Loan by it, Summit Delaware shall have the
same rights and powers under this Agreement as any other Secured Party and
may exercise the same as though it were not the Agent; and the term "Secured
Party" or "Secured Parties" shall, unless otherwise expressly indicated,
include Summit Delaware in its individual capacity. Summit Delaware may
engage in any kind of business with the Grantor, any of its subsidiaries and
any person or entity who may do
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business with or own securities of the Grantor or any such subsidiary, all as
if Summit Delaware were not the Agent and without any duty to account
therefor to the Secured Parties.
(d) The Secured Parties agree to indemnify the Agent (to the
extent not reimbursed by the Grantor), ratably according to the respective
principal amounts of the Loans then outstanding from each of them, from and
against any and all liabilities, obligations, losses, damages, penalties,
actions, judgments, suits, costs, expenses or disbursements of any kind or
nature whatsoever (including, without limitation, reasonable attorneys' fees)
which may be imposed on, incurred by, or asserted against the Agent in any
way relating to or arising out of this Agreement or any action taken or
omitted by the agent under this Agreement, PROVIDED that no Secured Party
shall be liable for any portion of such liabilities, obligations, losses,
damages, penalties, actions, judgments, suit, costs, expenses or
disbursements resulting from the Agent's gross negligence or willful
misconduct.
(e) The Agent may resign at any time by giving written notice
thereof to the Secured Parties and the Grantor and may be removed at any time
with or without cause by the Secured Parties. Upon any such resignation or
removal, the Secured Parties shall have the right to appoint a successor
Agent. If no successor Agent shall have been so appointed by the Secured
Parties, and shall have accepted such appointment, within 30 days after the
retiring Agent's giving of notice of resignation or the Secured Parties'
removal of the retiring Agent, then the retiring Agent may, on behalf of the
Secured Parties, appoint a successor Agent. Upon the acceptance of any
appointment as Agent hereunder by a successor Agent, such successor Agent
shall thereupon succeed to and become vested with all the rights, powers,
privileges and duties of the retiring Agent, and the retiring Agent shall be
discharged from its duties and obligations under this Agreement. After any
retiring Agent's resignation or removal hereunder as Agent, the provisions of
this Section shall inure to its benefit as to any actions taken or omitted to
be taken by it while it was Agent under this Agreement.
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IN WITNESS WHEREOF, the Grantor has caused this Security Agreement to be
duly executed and delivered by its officer thereunto duly authorized as of
the date first above written.
ASIA DESIGN
CORPORATION, LTD.,
a Korean corporation)
By /s/ X.X. Xxxx
-----------------------------------------
Name: Ki Hong Kwon
Title: President
Accepted as of May 12,1998.
SUMMIT DESIGN, INC.
By/s/ C. Xxxxxx Xxxx
-----------------------------------------
Name: C. Xxxxxx Xxxx
Title: Chief Financial Officer
Accepted as of May 12,1998.
ANAM S&T CO., LTD.
By/s/ Xxxxxxx X. Xxx
-----------------------------------------
Name: Xxxxxxx X. Xxx
Title: President
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