0000927796-01-500040 Sample Contracts

STOCK PURCHASE AGREEMENT
Stock Purchase Agreement • June 29th, 2001 • Newstate Holdings Inc • Semiconductors & related devices

This Agreement made on December 1, 2000 between NewState Capital Co., Ltd., a corporation duly organized and existing under the laws of the Republic of Korea and having its principal place of business at 837-26 Yoksam-Dong, Kangnam-Gu, Seoul (hereinafter referred to as the “Transferee”) and Suk Cho Kang and other shareholders whose names appear on the attached Exhibit “A” (hereinafter referred to as the “Transferor” or “Transferors” collectively)

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AGENCY AGREEMENT
Agency Agreement • June 29th, 2001 • Newstate Holdings Inc • Semiconductors & related devices

This Agreement is made on the 27th day of December, 2000 between NewState Second Mortgage SPC (hereinafter referred to as the “Principal”) and H&CB (hereinafter referred to as the “Agent”) for the purpose of entrusting certain business operations of the Principal to the Agent in accordance with Article 23 of the Asset Liquidation Law (the “Law”).

ASSET MANAGEMENT AGREEMENT
Asset Management Agreement • June 29th, 2001 • Newstate Holdings Inc • Semiconductors & related devices

This Agreement is made on the 28th day of February, 2001 between NewState Third Mortgage SPC (hereinafter referred to as the “Principal”) and NewState Capital Co., Ltd. (hereinafter referred to as the “Asset Manager”) for the purpose of management, operation and disposition of the liquidation assets (as defined hereinbelow) which will be transferred to the Principal in accordance with the asset transfer agreement to be executed between the Principal and the Asset Manager.

BUSINESS COOPERATION AGREEMENT
Business Cooperation Agreement • June 29th, 2001 • Newstate Holdings Inc • Semiconductors & related devices

This Agreement is made between NewState Capital Co., Ltd. (hereinafter the "First Party") and Shinhan Bank Ltd. (hereinafter the "Second Party"). This Agreement consists of this agreement and addendum. Additional addendum may be added whenever necessary after mutual consultation.

MODIFICATION TO STOCK PURCHASE AGREEMENT
Modification to Stock Purchase Agreement • June 29th, 2001 • Newstate Holdings Inc • Semiconductors & related devices

This Modification (“Modification”)is made between NewState Capital Co., Ltd., a corporation with its principal place of business at 837-26 Yoksam-Dong, Kangnam-Gu, Seoul (hereinafter referred to as the “Transferee”) and Suk Cho Kang and the other shareholders named in the Exhibit “A” (hereinafter referred to as the “Transferor” or “Transferors” collectively) to modify the terms of the Agreement (the “Agreement”) made between the Transferors and Transferee on December 1, 2000.

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