Agreement for Global Payment Service

Art Nouveau Palace, Suite 202, 7-1 Songpa-Dong, Songpa-Gu, Seoul, Korea 138-170 | Tel 82-2-2140-2700 | Fax 82-2-2140-2701 | [email protected]|

1. Business Information
Company Name President Address Mailing Address Type of Business Classification URL Contact Person E-mail Emergency Contact Business Registration No. Registered Corporation No.

( (

) )
(Main product sold : Private Business Corporation Non-profit / other )

http://
Contact No. FAX

2. Fee & Settlement schedule

Payment Methods International Credit Cards (Visa, Master, JCB, Amex) CUP (China Union Pay) Alipay (China) Japanese Bank Transfer Start-up Fee Annual Fee Rolling reserve Currency unit for settlement Contract Period _____-_____- 20 ~ _____-_____- 20 (1 year) Fee 5.5 % 5.0 % 5.0% 5.0 % Settlement Schedule One month One month One month Every 7 days 200 USD 200 USD (per domain) To be Negotiated Desired Service (Yes/No)

A and B are making and entering into a contract in accordance with the terms and conditions hereunder attached for provision of the above service, and hereby confirm their intention to perform all obligations under the agreement signed and sealed by each partys authorized representatives, who shall each keep a copy of the agreement as evidence of the agreement. ______--_____--_____ A Company: Address: Director: B Company: Paygate Co., Ltd. Address: Art Nouveau Palace, Suite 202, 7-1 Songpa-Dong, Songpa-Gu, Seoul, Korea President: So-Yeong Park

Agreement for Global Payment Service

Art Nouveau Palace, Suite 202, 7-1 Songpa-Dong, Songpa-Gu, Seoul, Korea 138-170 | Tel 82-2-2140-2700 | Fax 82-2-2140-2701 | [email protected]|

This Agreement is made and entered into as of, ___________________________ (the Effective Date) by and between _____________________ (the Merchant), having a principal place of business at , and Paygate, having a principal place of business at Art Nouveau Palace, Suite 202, 7-1 Songpa-dong, Songpa gu, Seoul, Korea, 130170, as follows: Article 1 OBJECTIVE The objective of this Agreement is to establish the procedures for transaction approvals, collections, settlements and related matters in respect to internet shopping malls provided by Paygate and for the facilitation of sales on goods and services by Merchant (hereinafter Online Mall). Article 2 DEFINED TERMS 1. Payment Gateway means a business or institution that provides a system and/or service for smooth on-line payment transactions between credit card companies and other financial institutions. 2. User means the user of the system for the purpose of payment transfer. 3. Commission means the total amount charge d by Paygate to provide Payment Gateway services. The flat commission rate agreed upon by Paygate and Online Mall encompasses all charges assessed by Paygate including credit card transaction fees, foreign exchange fee (if USD settlement), and transaction cancelation fees. Bank service fees are not included in the definition of Commission. 4. Transaction Approval means confirmation by relevant institution that the Payment Information presented by the user has been screened for problematic conditions like stolen card, exceeded limit, excess use, etc. 5. Settlement means the act of Paygate remitting received amounts from higher financial institutions, service provider, or credit card company to Online Malls appointed bank account minus Paygates commission. 6. Payment Information means credit card information, micro payment information, bank account information, direct payment card information and other transaction verification information provided by the user through the Paygate service to get transaction approval for the users purchases. 7. Credit Card Information System means an electronic system and accompanying equipment installed and run by Paygate to carry out credit card transaction verification, including redemptions, with the credit card company or payment gateway. 8. Financial Transaction Information System means an electronic system and accompanying equipment, including a Credit Card Information System, run by Paygate to carry out financial transaction verification, including account verification, with financial institutions or the Payment Gateway. 9. Electronic Payment System means an electronic system and accompanying equipment that uses encryption that connects Online Mall and Financial Transaction Information Systems, allowing for transaction verification and other payment services. 10. Verification Number means the PIN number used by a credit card company in connection with Transaction Approval when Paygate uses an Electronic Payment System or a Credit Card Information System. 11. Annual Fees means Paygate's system maintenance costs paid by Online Mall in order to use Paygate's system. 12. Added Value Service Charge means service charges Online Mall selectively accrues for services beyond the basic services after the commencement of this Agreement. 13. Setup fee means the payment paid by Online Mall to Paygate upon the signing of the contract, representing Paygate's investment cost to begin service and R&D. 14. Notice means expression of intent between Online Mall and Paygate, expressly including all electronically transmitted, which includes e-mail, and hard paper copy documents. 15. Service Start Date means the first day to count from for the monthly service fees and added value charges. The start date cannot be later than 10 days from the date Online Mall enters into this Agreement. 16. Seyfert Account means a virtual account management system set up by Paygate for Online Mall. Online Mall manages the funds in this virtual account. 17. Rolling Reserve means a percentage or fixed amount withheld from settlement as agree upon by both parties for security purposes. This percentage can be adjusted higher or lower with agreement from both parties. Initial percentage is determined by expected monthly sales, risk factor, and other factors. 18. Security Deposit is a fixed amount agreed upon by both parties which is remitted to Paygate at time of initial application for security purposes. It is returned to Online Store at termination of contract. Article 3 DUTIES AND RESPONSIBILITIES 1. Online Mall shall have the following responsibilities and duties: A. Proper management or operation of Online Mall B. Proper delivery of goods and services purchased by Users C. Provide adequate customer support including when User has complaints about goods and services D. Processing refund and cancellation requests (note: Paygate cannot refund commissions after completed transactions or credit card companys fees and service charges.) E. Fraud prevention (note: Online Mall shall only be responsible for activity occurring on its Website. It is fully responsible when problems occur due to its own negligence.) F. Remitting setup fee, annual fee, added value service charges and other commissions to Paygate. G. Ask for and retain basic users information like user's name, telephone number and purchased products. H. When there are suspicious transactions, Online Mall must provide Paygate with the necessary information about the user and the purchases. 2. Paygate shall have the following responsibilities and duties: A. Settlement to the appointed bank account of Online Mall. B. Verify with credit card company that credit card is not stolen, in bad standing, over-the-limit, lost, or any other condition that would prevent a sales transaction. C. Settlement of Online Malls sales proceeds (less commission).

Agreement for Global Payment Service

Art Nouveau Palace, Suite 202, 7-1 Songpa-Dong, Songpa-Gu, Seoul, Korea 138-170 | Tel 82-2-2140-2700 | Fax 82-2-2140-2701 | [email protected]|

3.

D. Support for setting up the electronic payment solution for Online Mall in a timely manner. E. Provide technical and customer support during the length of Agreement to Online Mall. Additional responsibilities between Online Mall and Paygate and duties shall be agreed upon in writing.

Article 4 INSTALLATION OF SOFTWARE, HARDWARE AND DATA LINE 1. Paygate will provide Online Mall with software (hereinafter, "PG Software") or sample HTML order templates. 2. Paygate shall retain copyright and ownership of the PG Software. Paygate gives Online Mall the right to use the software and copyrighted materials during the term of this Agreement. 3. Online Mall shall be responsible for installation of equipment and data line. Article 5 - TERMS OF SERVICE 1. Paygate Service is limited to sales transactions on goods and services directly sold by Online Mall. The goods and services shall not be in contravention of the law or public order. 2. Paygate may require Online Mall to disclose any necessary information for the use of the Electronic Payment System and if Paygate finds Online mall will be using EPS in a risky manner or in a way not intended, Paygate may require additional guarantees in which case Online Mall must procure additional guarantee insurance. 3. Online Mall shall not retain Users' Payment Information., enter User Payment Information by proxy, or disclose users private information. 4. Online Mall must inform Paygate immediately upon being notified by credit card company or police that card was reported stolen or was used without proper authorization. Online Mall or its employees shall be solely liable for any unauthorized use of Users' Payment Information if it is found that Online Mall did not adhere to this Article 5.4. 5. Online Mall must handle credit card Transaction Approvals through the Electronic Payment System regardless of transaction amount. The maximum transaction amount depends on limits set by the credit card companies. 6. Online Mall and Paygate jointly own the transaction information. Even after termination or expiration of this Agreement, Paygate is required by law to store transaction information for five years after the date of the Transaction Approval. After five years, the information must be permanently erased by Paygate and shall not be used for any reason. Article 6- TERMS OF CONTRACT The contract between the Paygate and Merchant is for a 12-month duration, and can be terminated with three months prior notice. The termination requires written consent. Article 7 SETTLEMENT 1. If there is any discrepancy between Online Mall's sales records and Paygates settlement records, Online Mall shall provide Paygate with the relevant transaction details within three business days of being notified by Paygate. 2. For overseas settlement, settlement amount is deposited into Online Mall's bank account minus Paygates commission and overseas wire transfer fee charged by bank. Paygate utilizes Korea Exchange Banks first daily quote to determine the exchange rate. Daily can be found at http://fx.keb.co.kr/FER1101C.web 3. When there are highly suspicious activities or many unauthorized transactions, Paygate may withhold a part or the whole of settlement or security deposit at its own discretion. If there is any financial loss, Online Mall shall assume responsibility. 4. When an overpayment occurs, the overpaid amount should be paid back to Paygate within three business days. Article 8 CANCELLATION 1. When the cancellation is requested by a user, Online Mall is required to cancel the transaction after evaluation. Any approved cancellation can proceed before the settlement is paid to Online Mall. In the case of settlement having already been paid to Online Mall, Online Mall assumes responsibility for the sales cancellation amount. This amount shall be subtracted from the next settlement or shall be separately paid to Paygate. If there is no next settlement, the amount must be deposited into Paygate within five business days. 2. For any cancellation request made directly to Paygate, Paygate shall inform Online Mall of the cancellation request and Online Mall must inform Paygate of the result in writing within five business days. Article 9 IN ADDITION 1. Any transaction has to follow Korean laws and statues. 2. Paygate can withhold settlement amounts for the high rate of fraud transaction. 3. Any transaction request should be made by user (not by third party). 4. Commissions and Added Value Service Charges will be deducted from settlements. When payment service is terminated, annual fees will not be refunded. 5. Added Value Service Fees do not need to be paid to Paygate. Paygate can just deduct the fees from Online Mall's settlement. 6. If Online Mall does not pay the annual fee, Paygate may refuse to provide service until the fee is paid. 7. Annual fees must be paid into Paygates designated account. Article 10USE OF CLIENTS NAME AGREEMENT Online Mall (the client) acknowledges and agrees that during and after the term of this Agreement, Paygate shall have the right to use client's name and logo in Paygates marketing materials. Prior to release of public publications with clients name therein, client will be consulted.

Agreement for Global Payment Service

Art Nouveau Palace, Suite 202, 7-1 Songpa-Dong, Songpa-Gu, Seoul, Korea 138-170 | Tel 82-2-2140-2700 | Fax 82-2-2140-2701 | [email protected]|

Article 11- FORCE MAJEURE Paygate shall not be responsible for delays, nonperformance, damages, lost profits or other losses caused directly or indirectly by any Act of God, including, without limitation, fires, earthquakes, tornadoes or hurricanes, as well as wars, labor disputes, communication failures, legal constraints, power outages, data transmission loss, data loss, failure or interception, incorrect data transmission or any other event outside the direct control of Paygate. Article 12 - VIOLATIONS OF SERVICE TERMS TERMINATION Paygate reserves the right to seek any legal remedies available and in equity for violations of these Terms of Service, including, without limitation, the right to block access to a particular internet address to the Site or the Service. In addition, Paygate may, at its sole discretion, immediately terminate Merchants use of the Site if it believes Merchant is violating or has violated these Terms of Service or the terms and conditions of other documents described herein. Paygate reserves the right to terminate the Service and these Terms of Service immediately for any or no reason without notice and without Paygate incurring any liability. Rolling reserve (if any) and outstanding settlement amount will be returned to Online Mall. Article 13 PROCEDURES FOR HANDLING COMPLAINTS AND PROBLEMS 1. If complaints about non-delivery, fraud, etc are raised by users against Online Mall, transactions related to these complaints will be subtracted from settlement or rolling reserve. 2. If personal information is leaked, misused or used without authorization, or stolen, and Credit Card Company or police file a complaint about this, Online Mall must submit any necessary information related to the complaint upon Paygates request. If Online Mall or its employees is found to be criminally involved in this complaint, Paygate may terminate this Agreement and stop providing payment service. 3. Even after expiration of this agreement, Paygate must remit uncollected funds from the transactions completed during the period of this agreement. 4. When a card has been reported stolen or illegally used, Online Mall must submit documents related to the pertinent transaction immediately to Paygate and Paygate must forward these to the credit card company. Once it is verified as an unusual transaction, Article 5 shall be applied. 5. If settlement has been already paid to Online Mall and PayGate is later informed the credit card company or payment gateway has refused or deferred payment because the card was reported misused, lost, stolen, forged or denied, Paygate must inform Online Mall of the particulars of the relevant transaction and subtract the paid amount from the next settlement. If there is no next settlement, Paygate shall have the right to claim the relevant amount from Online Mall and Online Mall must pay this claimed amount within 10 business days of the claim. If not paid within this period, Paygate can recover the amount from the security deposit, if any, or may take legal action. Any problem which occurs after the conclusion of this Agreement is handled the same way as problems which occur within the Agreement period. 6. If Paygate suffers financial losses due to complaints made against Online Mall or problems caused by Online Mall, Online Mall must provide a security deposit equal to half the previous months transaction sum. Moreover, at Paygates discretion, on every settlement day, 20 percent of the settlement amount may be withheld and paid one month after settlement day. 7. As for any sales which are in violation of the law, Paygate can refuse to pay relevant settlement amount to Online Mall until the issue is clarified. 8. If it is found that Online Malls core business is in violation of the law, the entire settlement amount can be deferred and Paygate has the right terminate this Agreement. Article 14- GOVERNING LAW AND JURISDICTION This Agreement shall be governed by and construed in accordance with the laws of Korea and both Parties submit to jurisdiction of the Courts in Korea.

IN WITNESS WHEREOF the parties hereto, by their respective duly authorized representatives have hereunto set their respective hands the day and year first above written.

Paygate, Inc
Authorized Signature & Company Stamp:

Company B
Authorized Signature & Company Stamp:

CEO (Print): So-Yeong Park Date:______________________________________

CEO (Print): Date: ______________________________________