DISTRIBUTORSHIP AGREEMENT

This Agreement, made and entered into this first day of July, 1996 by and between [X Inc,.] a corporation duly organized and existing under the laws of the Republic of Korea and having its principal office at 159, Samsungdong, Kangnam-ku, Seoul, The Republic of Korea (hereinafter referred to as Manufacturer) and [Y Co.,Ltd.], a corporation duly organized and existing under the laws of [the state of New York, U.S.A], having its principal office at [140 West, 51st, New York, N.Y., U.S.A.] (hereinafter referred to as Distirbutor).

DISTRIBUTORSHIP AGREEMENT