1.

INTERPRETATION

1.1.

Definitions. In this Agreement:

(a)

“Amended SEC Report” has the meaning set forth in Section 5.1(i);

(b)

“Closing” means the closing of the transactions contemplated in this Agreement;

(c)

“Closing Date” means the date of Closing;

(d)

“Closing Deadline” has the meaning set forth in Section 4.1 of this Agreement;

(e)

“Confidential Information” has the meaning set forth in Section 6.7(a) of this Agreement;

(f)

“Consulting Agreement” has the meaning set forth in 6.1 of this Agreement;

(g)

“Encumbrances” means any and all mortgages, liens, pledges, charges, security interests, encumbrances, actions, causes of action or demands of any nature whatsoever and however arising;

(h)

“Exchange Act” means the United States Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder;

(i)

“Futura Shares” means shares in the common stock of Futura, par value $0.0001 per share;

(j)

“Futura Financial Statements” means those audited and unaudited financial statements of Futura filed with the SEC as part of Futura’s filings with the SEC pursuant to Section 13(a) or 15(d) of the Exchange Act.

(k)

“Futura Financing” has the meaning set forth in Section 3.1(b) of this Agreement;

(l)

“Person” means an individual, corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability company, joint stock company, government (or any agency or subdivision thereof) or any other entity of any kind;

(m)

“Principal Share” and “Principal Shares” has the meaning set forth in Section 2.1 of this Agreement;

(n)

“Principal Share Price” has the meaning set forth in Section 2.1 of this Agreement;

(o)

“SEC” means the United States Securities and Exchange Commission;

(p)

“SEC Reports” has the meaning set forth in Section 5.1(i) of this Agreement;

(q)

“Securities Act” means the United States Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder;

(r)

“Settlement Amount” has the meaning set forth in Section 6.2 of this Agreement;

(s)

“Transaction Documents” means this Agreement, the Consulting Agreement and all exhibits, and schedules hereto and thereto, and any other documents or agreements executed in connection with the transactions contemplated under this Agreement;

(t)

“U.S. Person” means a “U.S. person” as defined in Rule 902 of the Securities Act;

2.

PURCHASE AND SALE OF FUTURA SHARES

3.

CONDITIONS OF CLOSING

(a)

Futura shall have completed its due diligence investigations into the Purchasers, and such investigations shall not have disclosed any matter that Futura, in its sole discretion, considers to be adverse to the completion of the transactions contemplated herein;

(b)

Futura shall have completed, either prior to or concurrently with the Closing, a private placement financing of not less than 29,115,670 Futura Shares at a price of $0.02827/share to subscribers mutually acceptable to Futura and the Purchasers (the “Futura Financing”);

(c)

each of the respective representations and warranties of the Purchasers contained in this Agreement or in any other certificate or document delivered by the Purchasers to Futura or Young pursuant hereto shall be substantially true and correct as of the date hereof and as of the Closing Date with the same force and effect as though such representations and warranties had been made on and as of such date, regardless of the date as of which such information was given, and Futura and Young shall have received, on the Closing Date, a certificate in such form as may reasonably be satisfactory to Futura and Young and signed by the Purchasers to the effect that the representations and warranties referred to above are true and correct on and as of such date, provided that the acceptance of such certificates and the Closing of the transactions herein provided for shall not be a waiver of the respective representations and warranties contained in this Agreement or in any other certificate or document delivered by the Purchasers to Futura and Young pursuant hereto, which covenants, representations and warranties shall continue in full force and effect for the benefit of Futura and Young; and

(d)

all obligations, covenants and agreements of the Purchasers required to be performed at or prior to the Closing Date shall have been performed.

(a)

the Purchasers shall have completed their due diligence investigations into Futura, and such investigations shall not have disclosed any matter that the Purchasers, in their sole discretion, consider to be adverse to the completion of the transactions contemplated herein;

(b)

Futura shall have completed the Futura Financing either prior to or concurrently with the Closing;

(c)

each of the respective representations and warranties of Futura and Young contained in this Agreement or in any other certificate or document delivered by Futura and Young to the Purchasers pursuant hereto shall be substantially true and correct as of the date hereof and as of the Closing Date with the same force and effect as though such representations and warranties had been made on and as of such date, regardless of the date as of which such information was given, and the Purchasers shall have received, on the Closing Date, a certificate in such form as may reasonably be satisfactory to the Purchasers and signed by Futura and Young to the effect that the representations and warranties referred to above are true and correct on and as of such date, provided that the acceptance of such certificates and the Closing of the transactions herein provided for shall not be a waiver of the respective representations and warranties contained in this Agreement or in any other certificate or document delivered by Futura and Young to the Purchasers pursuant hereto, which covenants, representations and warranties shall continue in full force and effect for the benefit of the Purchasers; and

(d)

all obligations, covenants and agreements of Futura, Young and the Trust required to be performed at or prior to the Closing Date shall have been performed.

4.

CLOSING ARRANGEMENTS

(a)

a certificate, duly executed by Young, individually, and by Young and Rebecca Young as co-trustees of the Trust, and dated as of the Closing Date, in such form as may reasonably be requested by the Purchasers, as to those matters set forth in Section 3.2(c);

(b)

Written resignations dated effective as of the Closing Date, resigning as Chief Executive Officer, President, Chief Financial Officer and Treasurer of Futura, and as Chairman of the Board of Futura (but, if Section 4.4(c) applies, not as a director of Futura, in which case Young’s resignation as a director of Futura shall be delivered as set forth in that section); and

(c)

Certificates representing the Principal Shares, duly endorsed in blank for transfer or with a stock power of attorney (in either case with a medallion guaranteed signature of Young and Rebecca Young as co-trustees of the Trust) together with any other documents reasonably necessary to effect transfer of the Principal Shares to the Purchasers as set forth in Appendix A hereto.

(a)

a certificate, duly executed by each of the Purchasers and dated as of the Closing Date, in such form as may reasonably be requested by Futura and Young, as to those matters set forth in Section 3.1(c); and

(b)

Payment of the aggregate Principal Share Purchase Price by wire transfer to the accounts specified in writing by Young.

(a)

a certificate, duly executed by Futura and dated as of the Closing Date, in such form as may reasonably be requested by the Purchasers, as to those matters set forth in Section 3.2(c);

(b)

Sequential resignations and directors resolutions such that Futura’s board of directors shall consist of the following persons, and the following persons shall be appointed as executive officers of Futura as follows:

Name

Position(s)

Sung-Ho Park

Chairman of the Board and Chief Executive Officer

Jae-Min Oh

Director and President

Rak-Gu Kim

Director, Vice President, Chief Financial Officer, Treasurer and Secretary

(c)

Notwithstanding Section 4.4(b), if, on the Closing Date, Futura has not yet filed an information statement pursuant to Section 14(f) of the Exchange Act and Rule 14f-1 thereunder, or less than 10 days has passed since the date such information statement was filed with the SEC and transmitted to the Company’s stockholders as required by Section 14(f) and Rule 14f-1 of the Exchange Act, then on the Closing Date, Futura shall deliver or cause to be delivered to the Purchasers sequential resignations and directors resolutions such that Futura’s board of directors shall consist of the following persons, and the following persons shall be appointed as executive officers of Futura as follows:

Name

Position

Buddy Young

Director

Sung-Ho Park

Chairman of the Board and Chief Executive Officer

Jae-Min Oh

President

Rak-Gu Kim

Vice President, Chief Financial Officer, Treasurer and Secretary

5.

WARRANTIES, REPRESENTATIONS AND COVENANTS

(a)

Futura is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority to own, lease and to carry on its business as now being conducted. Futura is not in default of any of the provisions of its articles of incorporation, bylaws or any other organizational or governing documents of Futura.

(b)

Futura has all requisite corporate power and authority to execute and deliver this Agreement and the Transaction Documents to be signed by Futura and to perform all of its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and each of the Transaction Documents to be signed by Futura and the consummation by Futura of the transactions contemplated hereby and thereby have been, or prior to the Closing Date, will be, duly authorized by Futura’s board of directors. No other corporate or shareholder proceedings on the part of Futura are or will be necessary to authorize such documents or to consummate the transactions contemplated hereby or thereby. This Agreement is, and the other Transaction Documents to be executed by Futura, when executed and delivered as contemplated herein or therein, will be, duly and validly authorized, executed and delivered, and will be valid and binding obligations of Futura enforceable in accordance with their respective terms, except (1) as may be limited by any applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting the enforcement of creditors’ rights generally, (2) as may be limited by any applicable laws relating to the availability of specific performance, injunctive relief or other equitable remedies, and (3) as may be limited by public policy.

(c)

The entering into of this Agreement and the Transaction Documents, and the consummation of the transactions contemplated hereby and thereby, will not result in the violation of any of the terms or provisions of the constating documents or bylaws of the Company or of any indenture, instrument or agreement, written or oral, to which the Company may be a party.

(d)

The entering into of this Agreement and the consummation of the transactions contemplated hereby will not, to the best of Futura’s knowledge, result in the violation of any law or regulation of the United States or the State of Delaware or California or of any local government bylaw or ordinance to which Futura or Futura’s business may be subject.

(e)

The authorized capital of Futura consists of 100,000,000 Futura Shares, of which 1,599,750 shares are, as of the date of this Agreement, currently issued and outstanding as fully paid and non-assessable. Futura has not issued any capital stock since its most recently filed periodic report under the Exchange Act.

(f)

The Principal Shares have been duly and validly issued, are fully paid and non-assessable and free and clear of all Encumbrances imposed by Futura other than restrictions on transfer as required under the Securities Act.

(g)

Other than pursuant to the Futura Financing, no person has any agreement or option, including convertible securities, warrants, convertible obligations of any nature, or any right or privilege (whether by law, pre-emptive or contractual) capable of becoming an agreement or option for the purchase, subscription, allotment or issuance of any of the unissued shares in the capital of Futura.

(h)

Futura will not, without the prior written consent of the Purchasers, issue any additional shares from and after the date hereof to the Closing Date or create any options, warrants or rights for any person to subscribe for any unissued shares in the capital of Futura, other than pursuant to the Futura Financing.

(i)

The Futura Shares are registered with the SEC under Section 12(g) of the Exchange Act and Futura has taken no action designed to terminate, or which, to its knowledge, is likely to have the effect of terminating, the registration of the Futura Shares under the Exchange Act, nor has Futura received any notification that the SEC is contemplating terminating such registration. Futura has filed all reports, schedules, forms, statements and other documents required to be filed by Futura under the Securities Act and the Exchange Act, including pursuant to Section 13(a) or 15(d) of the Exchange Act, for the two years preceding the date hereof (or such shorter period as Futura was required by law or regulation to file such material) (the forgoing collectively being the “SEC Reports”). As of their respective dates, the SEC Reports complied in all material respects with the requirements of the Securities Act and the Exchange Act, as applicable and as in effect on the date of filing of such SEC Reports, and none of the SEC Reports, when filed, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances in which they were made, not misleading, except to the extent amended by an amendment to such SEC Report (an “Amended SEC Report”) in which case, the forgoing representations and warranties shall be true and correct as of the date of filing of the Amended SEC Report.

(j)

The Futura Financial Statements were prepared in accordance with United States generally accepted accounting principles applied on a consistent basis during the periods covered thereby, and fairly present the assets, liabilities (whether accrued, absolute, contingent or otherwise) and the financial condition of Futura as at the date thereof. There will not be, prior to Closing, any material increase in the liabilities of Futura as presented in the most recent Futura Financial Statements.

(k)

Futura has good and marketable title to its properties and assets as set out in the most recent Futura Financial Statements and the SEC Reports and such properties and assets are not subject to Encumbrances of any nature whatsoever or howsoever arising.

(l)

There are no material liabilities of Futura of any kind whatsoever, whether or not accrued and whether or not determined or determinable, in respect of which Futura may become liable on or after the consummation of the transaction contemplated by this Agreement, other than liabilities that are reflected on the most recent Futura Financial Statements or liabilities incurred in the ordinary course of business and attributable to the period since the date of the most recent Futura Financial Statements, none of which has been materially adverse to the nature of Futura's business, results of operations, assets, financial condition or manner of conducting Futura's business.

(m)

There have been no material adverse changes in the financial position or condition of Futura or damage, loss or destruction materially affecting the business or property of the Futura since the date of the most recent Futura Financial Statements except as has been disclosed by Futura in its Current Reports on Form 8-K filed with the SEC.

(n)

Futura has made full disclosure to the Purchasers of all material aspects of Futura's business as currently conducted by it, and has made all of its books and records available to the representatives of the Purchasers in order to assist the Purchasers in the performance of their due diligence searches and no material facts in relation to Futura’s business have been concealed by Futura.

(o)

Futura is not a party to or bound by any agreement or guarantee, warranty, indemnification, assumption or endorsement or any other like commitment of the obligations, liabilities (contingent or otherwise) or indebtedness of any other Person.

(p)

There are no actions, suits or proceedings (whether or not purportedly on behalf of Futura), pending or threatened against or affecting Futura or affecting Futura's business, at law or in equity, or before or by any federal, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign and Futura is not aware of any existing ground on which any such action, suit or proceeding might be commenced with any reasonable likelihood of success.

(q)

The execution, delivery and performance of this Agreement by Futura will not result in any violation of, or be in conflict with or constitute a default under (i) any judgment, decree, or order of any court, arbitrator or other governmental authority, or (ii) any statute, regulation, rule, ordinance or license of any governmental authority, including, without limitation, all foreign, federal, state and local laws applicable to Futura.

(r)

The sole directors and officers of Futura are as follows:

Name

Position

Buddy Young

Chief Executive Officer, President, Chief Financial Officer and Chairman of the Board of Directors

Mel Powell

Secretary and Director

(s)

The Futura Shares are quoted on the OTCQB marketplace maintained by OTC Markets Group Inc., and Futura is not in breach of any regulation, by-law or policy of, or any of the terms and conditions of its quotation on the OTCQB applicable to Futura or its operations.

(t)

Futura does not currently have any employees and is not party to any collective agreements with any labour unions or other association of employees.

(u)

Futura has no contracts with any officers, directors, accountants, lawyers or others which cannot be terminated with one month’s or less notice.

(v)

Futura does not have any subsidiaries or agreements of any nature to acquire any subsidiary or to acquire or lease any other business operations and will not, prior to Closing, acquire, or agree to acquire, any subsidiary or business without the prior written consent of the Purchasers.

(w)

The business of Futura is now being, and until Closing, will be, carried on in the ordinary and normal course and Futura will not enter into any material transactions prior to Closing without the prior written consent of the Purchasers.

(x)

No capital expenditures in excess of $5,000 have been made or authorized by Futura since the date of the most recent Futura Financial Statements and no capital expenditures in excess of $5,000 will be made or authorized by Futura after the date hereof and up to the Closing Date without the prior written consent of the Purchasers.

(y)

The corporate charter, articles of incorporation and bylaws, and any other constating documents of Futura in effect with the appropriate corporate authorities as at the date of this Agreement will not be materially changed prior to Closing.

(z)

Neither Young, the Trust, Futura or any of their respective affiliates, nor anyone acting on any of their behalf, has engaged in any directed selling efforts in the United States in connection with the offer or sale of the Principal Shares. For purposes of this Agreement, “directed selling efforts” has the meaning set forth in Rule 902(c) of the Securities Act.

(aa)

The Principal Shares are registered in the name of the Trust. The Trust is the legal and record owner of the Principal Shares, with good and marketable title thereto, free and clear of all Encumbrances. Young and his wife, Rebecca Young, are the beneficial owners of the Principal Shares, and each of them individually is a co-trustee of the Trust with full authority to transfer the Principal Shares on behalf of the Trust.

(bb)

Other than pursuant to this Agreement, no person, firm or corporation has any agreement or option or any right or privilege (whether by law, pre-emptive or contractual) capable of becoming an agreement or option for the purchase of any of the Principal Shares from the Trust.

(cc)

The Principal Shares are validly issued, fully paid and non-assessable shares in the common stock of Futura.

(dd)

Neither Young, Futura, the Trust or any of their respective affiliates, nor anyone acting on their behalf, has engaged in any directed selling efforts in the United States. For purposes of this Agreement, “directed selling efforts” has the meaning set forth in Rule 902(c) of the Securities Act.

(ee)

Young has full power, capacity and authority to enter into this Agreement on the terms and conditions set forth herein, and this Agreement constitutes, and all other documents required to be executed and delivered by Young will, when executed constitute, a valid and legally binding obligation of Young, enforceable in accordance with their terms, except (i) as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the enforcement of creditors’ rights generally, and (ii) as may be limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies.

(ff)

The Trust has full power, capacity and authority to enter into this Agreement on the terms and conditions set forth herein, and this Agreement constitutes, and all other documents required to be executed and delivered by the Trust will, when executed constitute, a valid and legally binding obligation of the Trust, enforceable in accordance with their terms, except (i) as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the enforcement of creditors’ rights generally, and (ii) as may be limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies.

(gg)

The entering into of this Agreement and the Transaction Documents, and the consummation of the transactions contemplated hereby and thereby, will not result in the violation of any of the terms and provisions of the trust or other governing documents of the Trust or of any indenture, instrument or agreement, written or oral, to which the Trust may be a party.

(a)

Such Purchaser is of legal capacity and age, and has the requisite power and authority to enter into, execute and deliver this Agreement and each of the Transaction Documents to be executed by him, and to perform each of his obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. This Agreement is, and the other Transaction Documents to be executed by such Purchaser, when executed and delivered as contemplated herein or therein, will be duly and validly authorized, executed and delivered, and will be, valid and binding obligations of such Purchaser, enforceable in accordance with their respective terms, except (1) as may be limited by any applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting the enforcement of creditors’ rights generally, (2) as may be limited by any applicable laws relating to the availability of specific performance, injunctive relief or other equitable remedies, and (3) as may be limited by public policy.

(b)

Such Purchaser is a resident of that jurisdiction set forth in such Purchaser’s address appearing on the signature page to this Agreement for the Purchaser.

(c)

Such Purchaser is not a U.S. Person and is not acquiring the Principal Shares to be acquired by him under this Agreement for the account or benefit of any such U.S. Person.

(d)

Such Purchaser was not in the United States both at the time the offer to purchase the Principal Shares to be acquired by him under this Agreement was received and at the time such Purchaser’s decision to purchase such Principal Shares was made. Such Purchaser was not in the United States at the time when the Purchaser signed and delivered this Agreement or when the Purchaser initiated or made payment of the Purchase Price for the Principal Shares.

(e)

Such Purchaser is purchasing the Principal Shares to be acquired by him under this Agreement for investment purposes and for his own account and benefit, not with a view to the resale or distribution of any part thereof, and such Purchaser has no present intention of selling, granting any participation in, or otherwise distributing the Principal Shares to be acquired by him under this Agreement. Such Purchaser does not have any contract, undertaking, agreement or arrangement of any kind with any person to sell, transfer or grant participations to any other person with respect to any of the Principal Shares to be acquired by him under this Agreement.

(f)

Such Purchaser acknowledges that the Principal Shares are “restricted securities” within the meaning of the Securities Act and are being sold to such Purchaser in accordance with the provisions of Regulation S of the Securities Act.

(g)

Such Purchaser agrees not to engage in hedging transactions with respect to the Principal Shares to be acquired by him under this Agreement unless such transactions are made in compliance with the provisions of the Securities Act.

(h)

Such Purchaser agrees to resell the Principal Shares acquired by him under this Agreement only in accordance with the provisions of Regulation S of the Securities Act, pursuant to an effective registration statement under the Securities Act or pursuant to an available exemption from the registration requirements of the Securities Act, and in each case in accordance with any applicable state securities laws. Such Purchaser further agrees with Futura that Futura will refuse to register any transfer of the Principal Shares acquired by him under this Agreement not made in accordance with the provisions of Regulation S of the Securities Act, pursuant to an effective registration statement under the Securities Act or pursuant to an available exemption from the registration requirements of the Securities Act, and in each case in accordance with any applicable state securities laws.

(i)

Such Purchaser acknowledges and agrees that all certificates representing the Principal Shares to be acquired by him under this Agreement will be endorsed with a restrictive legend substantially similar to the following in accordance with Regulation S of the Securities Act:

(j)

Such Purchaser acknowledges that an investment in Futura is highly speculative, and involves a high degree of risk as Futura is in the early stages of developing its business, and may require substantial funds in addition to the proceeds of this private placement, and that only investors who can afford the loss of their entire investment should consider investing in Futura. Such Purchaser is an investor in securities of businesses in the development stage and acknowledges that such Purchaser is able to fend for himself, can bear the economic risk of such Purchaser's investment, and has such knowledge and experience in financial or business matters such that such Purchaser is capable of evaluating the merits and risks of an investment in Futura’s securities as contemplated in this Agreement.

(k)

Such Purchaser has satisfied himself as to the full observance of the laws of such Purchaser’s jurisdiction of residence in connection with offer, purchase and sale of the Principal Shares to be acquired by him under this Agreement, including (i) the legal requirements within such Purchaser’s jurisdiction for the purchase of the Principal Shares to be acquired by him under this Agreement; (ii) any foreign exchange restrictions applicable to such purchase; (iii) any governmental or other consents that may need to be obtained; (iv) the income tax and other tax consequences, if any, that may be relevant to an investment in the Principal Shares to be acquired by him under this Agreement; and (v) any restrictions on transfer applicable to any disposition of the Principal Shares to be purchased by him as imposed by the jurisdiction in which such Purchaser is resident. The offer, purchase and sale of the Principal Shares by the Trust to such Purchasers contemplated under this Agreement may be completed in such Purchaser’s jurisdiction of residence without regard to any registration, prospectus or other requirements on behalf of the Trust, Young or Futura.

6.

ADDITIONAL COVENANTS OF THE PARTIES

(a)

Any transaction other than the Futura Financing involving the offer, sale, gift, transfer, trade or any other disposition of any securities of Futura, including, but not limited to, the Futura Shares and any securities convertible, exercisable, exchangeable or otherwise granting any person other than the Purchasers or the subscribers to the Future Financing the right to acquire or receive Futura Shares; or

(b)

Any other material transaction not in the ordinary and normal course of Futura’s business as currently conducted by it.

(a)

Prior to closing of the transactions contemplated in this Agreement, Futura, Young, the Trust and the Purchasers may have access to material non-public information owned by the other (“Confidential Information”). Each of Futura, Young, the Trust and the Purchasers agree to keep all such Confidential Information confidential in accordance with reasonable industry practices and shall only make such information available to their respective employees, agents, consultants and advisors as may be necessary to complete the transactions contemplated herein. Each of Futura, Young, the Trust and the Purchasers further agree not to use any Confidential Information of any other party for any purpose other than the pursuit of the transactions contemplated in this Agreement or in the Futura Financing. Any Confidential Information provided by a party to this agreement to another party to this Agreement, and any derivatives thereof, whether created by the disclosing party or the recipient party, shall remain the property of the disclosing party. If the transactions contemplated in this Agreement or the Futura Financing do not proceed or close for any reason whatsoever, then, upon receipt of a written request by the disclosing party of Confidential Information, the receiving party of such Confidential Information shall immediately return such Confidential Information to the disclosing party or, at the written request of the disclosing party, destroy or cause to be destroyed, the Confidential Information provided by the disclosing party. If the receiving party of Confidential Information is required by law, including, without limitation, by subpoena or civil discovery request, to disclose any Confidential Information, such receiving party shall immediately notify the disclosing party of Confidential Information in writing of the particulars of such requested disclosure and shall reasonably cooperate with such disclosing party in seeking a protective order prohibiting or limiting such disclosure to the extent permitted by law. In any event, the receiving party of Confidential Information shall limit its disclosure of such Confidential Information to that portion of such Confidential Information that it is legally required to disclose.

(b)

As used in this Agreement, Confidential Information includes, without limitation, all information of a technical or commercial nature (including, but not limited to, business plans, research and development, patents, trademarks and copyrights and applications thereto, formulas, codes, computer programs, software, methodologies, processes, innovations, software tools, know-how, knowledge, designs, drawings specifications, concepts, data, reports, techniques, documentation, pricing, marketing plans, customer and prospect lists, trade secrets, financial information, salaries, business affairs, suppliers, profits, markets, sales strategies, forecasts, personnel information, partners or business associates), whether written or oral. The term "Confidential Information" shall not include information that (i) has been made available to the public generally through no fault of or no breach of any duty or obligation owed by the receiving party of Confidential Information; (ii) that the disclosing party of the Confidential Information regularly gives to third parties without restriction on use or disclosure; (iii) that is shown by documentary evidence to have been independently developed by the receiving party of Confidential Information without access to or utilizing any relevant Confidential Information; or (iv) that has been received lawfully and in good faith from a third party who did not derive it from the Company. For greater clarity, all information relating to IMK Group Co., Ltd., a Korean corporation (“IMK”), provided to Futura, Young or the Trust shall be deemed to be Confidential Information belonging to the Purchasers and IMK (collectively, the “IMK Information”) and IMK shall be deemed to be an intended third party beneficiary of the provisions of this Section 6.7 with respect to such IMK Information and IMK shall be entitled to enforce the provisions of this Section 6.7 with respect to such IMK Information as if it were a party to this Agreement.

(c)

The parties to this Agreement acknowledge and agree that in the event of a breach or threatened breach of the provisions of this Section 6.7, the disclosing party of Confidential Information may suffer irreparable harm and money damages alone would not afford such party an adequate remedy and, therefore, the disclosing party of Confidential Information shall be entitled to obtain immediate injunctive relief, including, without limitation, a temporary restraining order and a preliminary and permanent injunction, in any court of competent jurisdiction (without being obligated to post a bond or other collateral) restraining any other party to this Agreement from such breach or threatened breach of the provisions of this Section 6.7. Nothing in this Section 6.7 shall be construed as prohibiting the disclosing party of Confidential Information from pursuing any other remedies available to it for such breach or threatened breach, including, without limitation, the recovery of monetary damages from any other party to this Agreement as a result of a breach or threatened breach of this Section 6.7 or any other provision of this Agreement.

7.

GENERAL PROVISIONS

Name

No. of Principal Shares

Total Purchase Price

Sung-Ho Park

516,275

$13,028

Jae-Min Oh

276,863

$6,986

Rak-Gu Kim

276,862

$6,986

Total:

1,070,000

$27,000

(a)

solicit, advise, provide or sell, directly or indirectly, any services or products of the same or similar nature to services or products of the Company to any client or prospective client of the Company in the Company Business. For purposes of this Agreement the term “prospective client” shall mean any Person or group of associated Persons whose business the Company has solicited at any time from the date of this Agreement to the date that the Consultant ceases to act for the Company in any capacity whatsoever (the “Service Period”);

(b)

solicit, request or otherwise attempt to induce or influence, directly or indirectly, any present client, distributor or supplier, or prospective client, distributor or supplier, of the Company, or other Persons sharing a business relationship with the Company, to cancel, limit or postpone their business with the Company, or otherwise take action which might be to the disadvantage of the Company; or

(c)

hire or solicit for employment, directly or indirectly, or induce or actively attempt to influence, any employee, officer, director, agent, contractor or other business associate of (i) the Company or (ii) of any other Person, if such Person's primary responsibilities were related to the Company during the Service Period to terminate his or her employment or discontinue such person's consultant, contractor or other business association with the Company or the Company’s affiliates.

5.

PARTIES BENEFITED; ASSIGNMENTS

6.

NOTICES

7.

GOVERNING LAW

8.

REPRESENTATIONS AND WARRANTIES

9.

MISCELLANEOUS