SERVICE AGREEMENT

국제간의 일반 용역거래에 관한 계약서임. 복잡한 내용으로 구성되는 고도기술부분의 용역계약과는

달리 비교적 간단한 조항들이긴 하나, 통상적인 일반용역계약에서 참조할 수 있는 계약서 형태로 볼
수 있음. 거래의 구체적 내용에 따라서 각기 다를 수 있겠지만, 통상의 용역계약이라면 제공될
용역의 내용, 용역제공기간,용역대가 및 지불방법, 비밀유지의무 및 기타 필요한 일반조항 한두조항
정도로 충분함.

This Agreement made and entered into this day of , 19x x, by and
between, ABC CO., LTD. (hereinafter referred to as "ABC") with its principal office at 120,
Namdaemun-ro 5-ga, Jung-gu, Seoul, Korea and ADVANCED MATERIALS TECHNOLOGY
(hereafter referred to as "AMT") with its principal office at 11111 000., Losangeles, CA, 11111,
U.S.A.

WITNESSETH :

WHEREAS, ABC plans to rationalize the Heavy Machinery Plant of the ABC and install a new
manufacturing facility for production of automated machine tools such as CNC, machine
centers, robots etc. Considering the present state of technology and marketing situation
surrounding ABC, the ABC management believes in most advantageous to accomplish this
objective by acquiring the required technology from a leading U.S. manufacturer on either OEM
or technical cooperation basis.

WHEREAS, AMT desires to render its best services and to assist,cooperate and work together
with ABC in conclusion of Technical Transfer Agreement for the aforementioned products with
a leading U.S. manufacturer on either OEM or technical cooperation basis. NOW THEREFORE,
the parties hereto agree as follows :

Article 1. Services

1.1 AMT shall provide its best services to ABC for the matters described hereunder within the
term of Article 2 :

1) Technical informations on recent advances in automated machine tools in U.S.A.

2) Informations of U.S. firms which are able to transfer such a technology.

3) Arrangement and assistance of conclusion of Technical Transfer Agreement on either OEM

or technical cooperation basis.

4) Representation of ABC in initiating contacts with U.S. firms to bring about such a business
venture.

5) Submitting reports on U.S. firms which are able to months after the effective date.

6) Advice on projects about automated machine tools.

수행하여야 할 용역의 내용을 구체적으로 나열함.

1.2 AMT shall devote its time and attention to its best in fulfilling the foregoing obligations
during the term of this Agreement.

Article 2. Term

This Agreement shall be effective for one(1) year from the date this Agreement has been
approved by the Korean Government. 현재는 외환관리가 크게 완화되어 대부분의 용역계약이
외국환은행의 계약인증만으로 가능함으로, 필요에 따라 관련 문구로 조정하여 사용할 수도 있음.

Article 3. Payment

ABC shall pay to AMT for its service under this Agreement a fee of the total amount of Forty
Thousand U.S. Dollars(U.S. $40,000)

1) Ten Thousand U.S. Dollars (U.S. $10,000) as retainer fee shall be paid within thirty(30) days
after the effective date.

retainer fee 란 변호사 등에게 용역을 의뢰할 경우, 초기단계에서 지불하는 선불금 성격의 비용임.

2) Thirty Thousand U.S. Dollars (U.S. $ 30,000) shall be paid within thirty(30) days after the
conclusion of Technical Transfer Agreement relevant to automated machine tools. 어떤
종류의 국제거래이든 간에 대가의 지불과 관련하여서는 반드시 Withholding Taxes의 포함 여부
및 부담주체를 명확히 하여야 하는데, 본 사례는 AMT가 미국에서 수행하는 용역의 대가이므로,
일단은 국내원천소득이 아닌 것으로 판단됨.

Article 4. Obligation of Secrecy

AMT shall not disclose to any other party secrets or Knowledge about ABC which AMT comes
to gain in process of fulfilling its obligations under this agreement.

Article 5. Termination

5.1 In the event that AMT is unable to fulfill the services as described in Article 1, this
Agreement shall terminate by mutual consent.

5.2 In the event of termination of this Agreement pursuant to Article51, AMT shall refund the
balance except prorated payment on the basis of time forthwith.

Article 6. General Provisions

6.1 Any matters which must be determined for the successful execution of this Agreement but
are not covered in this Agreement, shall be decided by mutual consent.

6.2 This Agreement shall be governed by the laws of the Republic of Korea and the original text
of this Agreement shall be executed in English. Payments made in Korea will be subject to
national and local taxes.

IN WITNESS WHEREOF, each party hereto has caused this Agreement to be executed in
duplicate as of the date first above written by its duly authorized office of representative.
ABC Co., Ltd. 000