AGENCY AGREEMENT

This Agency Agreement (this “Agreement”) made and entered into this ______day of
_____________, 2010 by and between SK Networks Co., Ltd., having its principal place
of business at 198, Euljiro 2-Ga, Jung-Gu, Seoul, Korea (hereinafter referred to as “SKN")
and Venturi LLC., a company duly organized and existing under the laws of State of
California, United States of America with its registered head office at 1901 Ave of the
Stars #200 Century City, CA 90067 U.S.A. (hereinafter referred to as "Venturi").

WITNESSETH

WHEREAS, SKN is engaged in sale and distribution of the Products (as defined
in Section 1.1 hereof) and desires to supply and sell the Products in the Territory defined
hereinafter ;

WHEREAS, SKN wishes to secure the services of Venturi to solicit the orders
for the sales of the Products and to render certain other services and assistance as set forth
in this Agreement;

WHEREAS, Venturi is desirous of acting for SKN as its agent in the Territory (as
defined in Section 1.2 hereof) on the terms and conditions specified herein;

NOW, THEREFORE, in consideration of mutual covenants and promises contained

herein, the parties hereby agree as follows:

Article 1. Definition

In this Agreement the following expressions shall have the following meaning unless
the context otherwise requires.

1.1 The “Products" mean the products as more particularly described in

Appendix 1 hereto.

1.2 The "Territory" is stated in Appendix 3.

1.3 The "Customer" means a prospective customer in the Territory that wishes
to purchase the Products from SKN.

1.4 The "Commission" shall have the meaning as set forth in Section 6.1
hereof.

Article 2. Appointment

SKN hereby appoints Venturi to be its sole selling Agent for the sales of the
Products in the Territory and Venturi hereby agrees to act for SKN as its agent.

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 Venturi hereby accepts such appointment.

Article 3. Power of Agent

Venturi has no authority to assume any obligation or liability or enter into any
binding agreements, or give any guarantee, or make any warranty or representation
whatsoever on behalf of, or in the name of SKN or to settle any claim by or against SKN
without specific prior written authorization of SKN.

Article 4. Obligations of Venturi

4.1 Venturi shall at all times use its best endeavors to solicit or obtain orders
from the CUSTOMER and promote sales of the Products within the Territory.

4.2 Venturi shall present to, and receive from the Customer for the Products,
proposals, quotations or inquiry based on the prices structure, terms of delivery, terms of
payment or other conditions of sales established by SKN. All orders for purchase of the
Products obtained by Venturi shall be transmitted promptly to SKN for its final acceptance
or refusal.

4.3 All sales contracts shall be made and entered into by and between SKN and
the Customer. Venturi shall provide SKN with assistance in negotiating and execution of
individual sales contracts with Customers.

4.4 When so requested by SKN, Venturi shall provide full assistance in the
collection of the sums due from the Customer.

4.5 In the event that Venturi receives or becomes aware of any claim on the
quality, quantity and irregularity of the Products sold or on the performance of
nonperformance of any sales contracts, Venturi shall forward such claim to SKN. All
responsibilities for such claims shall, however, be assumed by SKN, but it is expressly
agreed that nothing herein contained authorizes Venturi to settle and finalize the claim on
behalf of SKN without specific written authorization of SKN.

4.7 On or before the first day of each calendar month, Venturi shall provide SKN
with a three months and a one year rolling forecasts of its monthly order volumes for the
Products. SKN shall review such forecasts on quarterly basis and may adjust the minimum
quarterly quantity of the Product based on mutual agreement.

4.8 Venturi is open to the participation in SKN efforts outside of the Territory in
such countries as the United States or other countries in Latin America. The Commission
structure in this agreement does not contemplate these new markets and any activities must
be negotiated and approved by both Venturi and SKN on a case by case basis.

4.9 Venturi cannot make claims on SKN for using another agent or way to sell
another product not proposed to Venturi.

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Article 5. Obligations of SKN

5.1 All orders transmitted by Venturi shall be subject to acceptance or refusal by

SKN at SKN’s sole discretion. SKN shall advise Venturi of its intention to accept or refuse
within fourteen (14) days after receipt of an order from a Customer forwarded by Venturi.
If SKN fails to notify Venturi of its acceptance or rejection of the order within such a
fourteen-day-period, such order shall be deemed to have been rejected by SKN.

5.2 SKN will inform Venturi of the price structure, terms of delivery, terms of
payment or other conditions of sales governing the sales of the Products every month. If
SKN makes any changes in the above said terms and conditions, SKN shall notify Venturi,
in due time, of such changes which will become effective in the Territory fourteen (14)
days after receipt by Venturi of such notice.

5.3 SKN shall provide Venturi, without cost or charges, from time to time, with
reasonable quantities of catalogues, literatures, samples, photographs and drawings or any
other advertising and promotional materials as designed by SKN for promotion of the sales
of the Products. When so requested by SKN Venturi shall return the sample. SKN shall
pay the shipping and import taxes associated with the delivery of such items.

5.4 But SKN shall give exclusivity to Venturi for any products SKN proposed or
presented to Venturi.

5.5 SKN shall be responsible for all engineering, productions set-up and after-
sales support activities and costs to the Customer. Venturi shall assist in coordination and
verification of any such activities. SKN shall reimburse Venturi for any costs incurred in
the performance and assistance of engineering, production set-up and after-sales support
activities, travel costs for trade shows, required visits to SKN, support of SKN personnel in
United States of America, client visits, or other pre-authorized purchases or expenses
incurred by Venturi on behalf of SKN.

Article 6. Commission

6.1 In consideration of performance of the services and obligations of Venturi

pursuant to this agreement, SKN shall pay the commission to Venturi in the form of
Commission (the “Commission”) as set forth in Appendix 2 attached hereto.

6.2 The Commission constitutes full compensation for Venturi’s performance of

services and obligations hereunder, including, but not limited to, any and all costs and
expenses (direct or indirect) incurred by Venturi in rendering its services or performing its
obligations hereunder except those listed in Clause 5.5 of Article 5

Article 7. Commercial and Financial Information

When so requested by SKN, Venturi shall keep SKN currently informed, to the

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best of Venturi's knowledge and belief, of all such commercial conditions and changes in
the market and in the financial status of the CUSTOMER, as may be of importance for the
business of SKN.

Article 8. Confidentiality

Venturi shall not divulge or disclose confidential information or material, which

VENTURI has obtained in the course of the performance of this Agreement to third parties
including the existence of this Agreement, nor shall Venturi use such information for its
own purpose except as required or related in the performance of sales activities under this
Agreement or forced by laws, regulations or order of public authorities.

Article 9. Term

This Agreement comes into force on the date on which it is formally signed on
this agreement between SKN and Venturi and shall be valid for [12] months (the “Initial
Term”). This Agreement may be extended for another period of 12 months if the parties
hereto agree in writing not later than thirty (30) calendar days prior to the expiration of the
Initial Term of this Agreement.

Article 10. Termination

11.1 Either party hereto may terminate this Agreement with thirty (30) day's
prior written notice to the other party upon the occurrence of any of the followings (unless
such default, if curable, is cured within thirty days after written notice):

1. Liquidation, bankruptcy or insolvency of the other party.

2. Appointment of any trustee, receiver or liquidator with respect to the assets of
the other party.
3. Termination, assignment or transfer of the whole or an important part of the
business of the party.
4. Attachment, sequestration, execution or seizure to the assets of the other party.
5. Default in payment or failure in performance of any obligations hereunder on
the part of the other party.

11.2 SKN or Venturi shall be entitled to terminate this Agreement at any time by
one (1) month prior written notice to the other party with or without cause.

11.4 No termination of this Agreement for whatever reason shall affect the
obligation stipulated in Article 9 herein.

Article 11. No waiver

Any waiver by either party of any provision of this Agreement, or of any breach
of this Agreement, shall be effective only if in writing signed by such party, and such

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waiver shall not be deemed a continuing waiver of such provision or a waiver of any
subsequent breach of a similar or different nature.

Article 12. Assignment

Neither party hereto shall assign this Agreement or any part thereof any benefit
or interest therein or there under without the prior written consent of the other party.

Article 13. Entire Agreement

This Agreement sets forth the entire agreement and understandings between the
parties as to the subject of this Agreement and merges and supersedes all prior discussions,
agreements and understandings of any and every nature between them, and neither party
shall be bound by any condition, definition, warranty or representation other than as
expressly provided for in this Agreement, or as may be on a subsequent date duly set forth
in writing and signed by a duly authorized officer of the party to be bound.

Article 14. Governing Law

The formation, validity, construction and the performance of this Agreement are
governed by the laws of the Republic of Korea.

Article 15. Arbitration

Any dispute, controversy or difference arising between the Parties out of or in

relation to this Agreement or for the breach thereof shall be resolved exclusively by
arbitration in Seoul, Korea. Such arbitration shall be conducted in accordance with the
Commercial Arbitration Rules of the Korean Commercial Arbitration Board (the “Rules”)
by three (3) arbitrators, of whom one shall be appointed by SKN, another shall be
appointed by Venturi, and the third shall be appointed by the first two (2) arbitrators. If the
third arbitrator is not so appointed within one (1) month after the appointment of the first
two (2) arbitrators, the third arbitrator shall be selected in accordance with the Rules. The
decision of the arbitrators shall be made on the principles of majority rule. The award made
by the arbitrators shall be final and binding upon the Parties and may be enforced in any
court of competent jurisdiction. Notwithstanding the foregoing provision, the Parties shall
have the right to bring judicial proceedings to obtain preliminary injunctive relief at any
time during the pendency of arbitration proceedings, provided that such preliminary
injunctive relief shall be subject to final arbitral decisions. Unless the arbitrators decide
otherwise, the cost of arbitration shall be shared equally by the Parties.

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement in duplicate
by their duly authorized representatives as of the date first above written.

Signed for and on behalf of Signed for and on behalf of

SK Networks Co, Ltd. Venturi LLC.

By : By :

Name : Il-Soon Nam Name : Ken Lee

Title : Senior Manager Title : Managing Partner

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 APPENDIX 1

PRODUCT DESCRIPTIONS

[Specifications and descriptions of Products to be provided here]

Products type : Netbook , Notebook, and IT device converged with the personal computer
such as tablet PC, etc. provided that the type of the products can be particularly described
by the mutual agreement at any time after the effective date of this Agreement.

[End of Appendix 1]

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 APPENDIX 2

Commission

A. Introduction
This appendix is related to the Commission that SKN shall pay to Venturi as
mutually agreed on this Agreement.

B. Commission
1. As full compensation for performance of all services and obligations under this
Agreement by Venturi, SKN shall pay Venturi the Commission.

1.1 Commission
(i) Venturi shall be entitled to Commission if SKN accepts a purchase order of the
Product with the Customer and receives payments from the Customer for the
price of the Products from the order of which Venturi has solicited and
obtained. The actual rate of the Commission shall be 2% of Invoice value.

(ii) If the Venturi obtains the additional margin on its own efforts and bargaining
more than the selling price that SKN advises at the beginning of each month,
the additional margin shall be divided and distributed to both SKN and Venturi
at the rate of seventy percent for SKN to thirty percent for Venturi (70 : 30).
(iii) The Commission shall be paid not later than thirty (30) days after the receipt of
any payment from the Customer for the Products sold. Commission payments
to Venturi shall coincide with payments from Customer. Ex. If Customer
makes 40% of Invoice value prepayment, Commissions of 40% of Invoice
value will be paid to Venturi 30 days after such payment is made. If any
portion of the customer payment is paid by LC rather than by other means, the
Commission of 2% for the value of the LC shall be paid within 30 days of B/L
date. For avoidance of any doubt, if:

a) any purchase order solicited and obtained by Venturi is cancelled by

Customer for any reason not attributable to the fault of SKN;

b) Customer defaults in its payment obligation; or

c) Customer goes into bankruptcy or becomes insolvent without paying the

full amount of the Price for the Products ordered by such Customer,

then, Venturi shall not be entitled to and, SKN shall be under no obligation to
pay, any Commission for such orders and if any portion of the Commission has
already paid for such order, the amount equal to this value of the Commission
already paid for such order must be deducted from the amount of Commissions
accrued or to be accrued to Venturi or, upon request of SKN, Venturi shall
promptly refund the full amount of such Commission to SKN. This value
deducted by or returned to SKN under this clause shall not exceed the value of
commission already paid specifically for such cancelled order.

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2. All payments of the Commission accrued pursuant to the above paragraph shall be
made in US Dollars by telegraphic transfer to the account of the bank designated by
Venturi or by any other method agreed to by the parties.

3. All taxes, including VAT, sales tax or any equivalent thereof, dues, fees and charges
imposed in United States or any other country (“Taxes”) on or in connection with the
services provided by Venturi hereunder or any payment that SKN may make to
Venturi hereunder shall be for the account of Venturi, and Venturi shall pay such
Taxes directly to the relevant tax authorities. If SKN is required by the pertinent tax
authorities to deduct or withhold any Taxes from the payment due to Venturi under
this Agreement, SKN shall deduct or withhold and promptly pay such Taxes to the
pertinent tax authorities for and on behalf of Venturi.

4. In the event that termination notice is issued by Venturi Venturi shall be entitled to
the Commission for the orders solicited and obtained by Venturi and accepted by SKN
prior to the expiration or termination if SKN receives the full payment for the price of
the Products from Customer that placed such order. In the event that termination notice
is issued by SKN, Venturi will be entitled to the Commission accrued for orders
accepted prior to the Termination notice plus ongoing commissions accrued from each
customer in which Venturi has previously generated orders for a period of 3 months
after Termination date.

5. The Commission payable hereunder shall be sole and full compensation for all
services to be rendered by Venturi and be deemed to include reimbursement for all
costs and expenses which may have been incurred by Venturi prior to the date of this
Agreement as well as all costs and expenses which may be incurred by Venturi in
the performance of this Agreement with the exception of those reimbursable items in
Clause 5.5 of Article 5. Therefore, Venturi shall not during or after the term of this
Agreement claim or demand any compensation, commission or remuneration of any
kind whatsoever, except the commission and reimbursements set forth in Appendix 2
and items in Article 5 of this contract..

5.1 SKN will reimburse pre-approved and documented out-of-pocket costs

incurred by Venturi on behalf of SKN such as travel costs for trade shows,
required visits to SKN, support of SKN personnel in the United States of
America, client visits, or other pre-approved purchases or expenses incurred by
Venturi on behalf of SKN or SKN related activities.

[End of Appendix 2]

APPENDIX 3

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 Territory

United States of America and France Telecom and its subsidiaries.

SKN and Venturi from time to time may elect to add new customers with written notice.

[End of Appendix 3]

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