MAXUS TECHNOLOGY CORP
STOCK EXCHANGE AGREEMENT
<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>2
<FILENAME>maxus8kex101072204.txt
<DESCRIPTION>STOCK EXCHANGE AGREEMENT
<TEXT>

                                                                    Exhibit 10.1

                            STOCK EXCHANGE AGREEMENT

         This Stock Exchange Agreement ("Agreement") is made and entered into as
of July 22, 2004 to be deemed effective as of June 30, 2004, by MAXUS TECHNOLOGY
CORPORATION,  a Delaware corporation ("Buyer"), and Kim Pyeng Jin, an individual
Korean citizen ("Seller").

                                    RECITALS

         A.  Seller  owns 75% of the issued  and  outstanding  shares  (the "UDT
Shares") of capital stock of UDT Korea Company,  Limited,  a Korean  corporation
(the "Company"), and is the President of the Company.

         B. Buyer desires to purchase all UDT Shares owned by Seller, as further
set forth on Schedule  1, and Seller  desires to sell his UDT Shares in exchange
for the issuance by Buyer of that number of common  shares of Buyer set forth on
Schedule 1 hereto beside such Seller's name (collectively,  the "Maxus Shares"),
on the terms set forth in this Agreement.

         C. Buyer and Seller  intend that the  transaction  set forth  herein be
treated for United  States  federal  income tax  purposes as a  "reorganization"
within the  meaning of Section  368 of the  Internal  Revenue  Code of 1986,  as
amended (the "I.R.C.").

                                    AGREEMENT

         The parties, intending to be legally bound, agree as follows:

1.       DEFINITIONS. For purposes of this Agreement, the following terms have
         the meanings specified or referred to in this Section 1:

         "Affiliate":  as defined in Rule 405  promulgated  under the Securities
Act.

         "Applicable Contract":  any Contract (a) under which the Company has or
may acquire any rights, (b) under which the Company has or may become subject to
any  obligation or  liability,  or (c) by which the Company or any of the assets
owned or used by it is or may become bound.

         "UDT Shares":  as defined in the Recitals of this Agreement.

         "Balance Sheet":  as defined in Section 3.4.

         "Best Efforts": the efforts that a prudent Person desirous of achieving
a result  would  use in  similar  circumstances  to ensure  that such  result is
achieved as expeditiously as possible.

         "Breach":   a  "Breach"  of  a  representation,   warranty,   covenant,
obligation,  or other  provision of this Agreement or any  instrument  delivered
pursuant to this  Agreement  will be deemed to have  occurred if there is or has
been (a) any  inaccuracy  in or breach  of, or any  failure to perform or comply
with, such representation,  warranty, covenant,  obligation, or other provision,
or (b) any claim (by any Person) or other occurrence or circumstance  that is or
was inconsistent with such representation,  warranty,  covenant,  obligation, or
other  provision,  and the term  "Breach"  means  any such  inaccuracy,  breach,
failure, claim, occurrence, or circumstance.

<PAGE>

         "Buyer":  as defined in the first paragraph of this Agreement.

         "Closing":  as defined in Section 2.2.

         "Closing  Date":  the date and time as of which  the  Closing  actually
takes place.

         "Company":  as defined in the Recitals of this Agreement.

         "Consent":  any  approval,  consent,  ratification,  waiver,  or  other
authorization (including any Governmental Authorization).

         "Contemplated  Transactions":  all of the transactions  contemplated by
this Agreement, including:

                  (a) the exchange of the Maxus Shares for UDT Shares;

                  (b) the issuance of 200,000 options to Seller to acquire Maxus
         Shares as provided herein;

                  (c)  the  issuance  to  Seller  of  100,000  Maxus  Shares  as
         "Performance  Shares," but only under the  conditions set forth in this
         Agreement;

                  (d) the execution,  delivery,  and performance of the Seller's
         Closing Documents;

                  (e) the  performance  by Buyer and Seller of their  respective
         covenants and obligations under this Agreement; and

                  (f) Buyer's  acquisition  and  ownership of the UDT Shares and
         exercise of control over the Company.

         "Contract":   any  agreement,   contract,   obligation,   promise,   or
undertaking  (whether  written or oral and whether  express or implied)  that is
legally binding under applicable law.

         "Control": as defined in Rule 405 promulgated under the Securities Act.

         "Damages":  as defined in Section 10.2.

         "Encumbrance":  any charge, claim, community property interest, charge,
condition, equitable interest, lien, option, pledge, security interest, right of
first refusal,  or restriction  of any kind,  including any  restriction on use,
voting,  transfer,  receipt of income,  or  exercise of any other  attribute  of
ownership.

         "GAAP": generally accepted United States accounting principles.



                                       2
<PAGE>

         "Governmental  Authorization":  any approval, consent, license, permit,
waiver,  or other  authorization  issued,  granted,  given,  or  otherwise  made
available by or under the authority of any Governmental  Body or pursuant to any
Legal Requirement.

         "Governmental Body":  any:

                  (a) nation,  state, county, city, town, village,  district, or
         other jurisdiction of any nature;

                  (b)  federal,  state,  local,  municipal,  foreign,  or  other
         government;

                  (c) governmental or quasi-governmental authority of any nature
         (including any governmental agency,  branch,  department,  official, or
         entity, any court or other tribunal and any multi-national organization
         or body); or

                  (d)  body   exercising,   or   entitled   to   exercise,   any
         administrative,  executive, judicial, legislative,  police, regulatory,
         or taxing authority or power of any nature.

         "Intellectual Property Assets":  as defined in Section 3.21.

         "I.R.C.":  as defined in the Recitals.

         "IRS":  the United  States  Internal  Revenue  Service or any successor
agency,  and,  to the extent  relevant,  the  United  States  Department  of the
Treasury.

         "Knowledge":  an  individual  will be deemed to have  "Knowledge"  of a
particular fact or other matter if:

                  (a) such  individual  is actually  aware of such fact or other
         matter; or

                  (b) a prudent  individual  could be  expected  to  discover or
         otherwise  become  aware of such fact or other  matter in the course of
         conducting  a reasonably  comprehensive  investigation  concerning  the
         existence of such fact or other matter.

         A Person (other than an individual)  will be deemed to have "Knowledge"
of a particular  fact or other matter if any individual  who is serving,  or who
has at any relevant time served, as a director,  officer, partner, or trustee of
such  Person (or in any similar  capacity)  has,  or at any  relevant  time had,
Knowledge of such fact or other matter.

         "Legal Requirement":  any federal,  state, local,  municipal,  foreign,
international,  multinational, or other administrative order, constitution, law,
ordinance,  principle  of  common  law,  regulation,  statute,  or treaty of any
Governmental Body.

         "Order":  any award,  decision,  injunction,  judgment,  order, ruling,
subpoena,  or  verdict  entered,   issued,  made,  or  rendered  by  any  court,
administrative agency, or other Governmental Body or by any arbitrator.



                                       3
<PAGE>

         "Ordinary  Course of  Business":  an action  taken by a Person  will be
deemed to have been taken in the "Ordinary Course of Business" only if.

                  (a) such action is consistent  with the past practices of such
         Person and is taken in the  ordinary  course of the  normal  day-to-day
         operations of such Person;

                  (b) such action is not required to be  authorized by the board
         of  directors  of such  Person  (or by any  Person or group of  Persons
         exercising similar authority); and

                  (c) such action is similar in nature and  magnitude to actions
         customarily taken,  without any authorization by the board of directors
         (or by any Person or group of Persons exercising similar authority), in
         the  ordinary  course  of the  normal  day-to-day  operations  of other
         Persons that are in the same line of business as such Person.

         "Organizational   Documents":   (a)  the  articles  or  certificate  of
incorporation  and the bylaws of a corporation;  (b) the articles and memorandum
of association of a Korean  corporation;  (c) the partnership  agreement and any
statement of  partnership of a general  partnership;  (d) any charter or similar
document  adopted  or  filed in  connection  with the  creation,  formation,  or
organization of a Person; and (e) any amendment to any of the foregoing.

         "Person":   any  individual,   corporation  (including  any  non-profit
corporation),  general or limited partnership,  limited liability company, joint
venture, estate, trust, association,  organization, labor union, or other entity
or Governmental Body.

         "Proceeding": any action, arbitration,  audit, hearing,  investigation,
litigation, or suit (whether civil, criminal, administrative,  investigative, or
informal)  commenced,  brought,  conducted,  or heard by or before, or otherwise
involving, any Governmental Body or arbitrator.

         "Related Person": with respect to a particular individual:

                  (a) each other member of such individual's Family;

                  (b) any Person that is directly or  indirectly  Controlled  by
         such individual or one or more members of such individual's Family;

                  (c) any  Person in which  such  individual  or members of such
         individual's  Family hold (individually or in the aggregate) a Material
         Interest; and

                  (d) any Person with respect to which such individual or one or
         more members of such individual's Family serves as a director, officer,
         partner, executor, or trustee (or in a similar capacity).

         With respect to a specified Person other than an individual:

                  (a) any  Person  that  directly  or  indirectly  Controls,  is
         directly or  indirectly  Controlled  by, or is  directly or  indirectly
         under common Control with such specified Person;

                  (b)  any  Person  that  holds  a  Material  Interest  in  such
         specified Person;


                                       4
<PAGE>

                  (c) each Person that serves as a director, officer, partner or
         trustee of such specified Person (or in a similar capacity);

                  (d) any Person in which such specified Person holds a Material
         Interest;

                  (e) any Person  with  respect to which such  specified  Person
         serves as a general  partner or a trustee  (or in a similar  capacity);
         and

                  (f) any Family  member of any  individual  described in clause
         (c).

         For  purposes of this  definition,  (a) the  "Family" of an  individual
includes  (i) the  individual,  (ii) the  individual's  spouse,  (iii) any other
natural person who is the parent,  grandparent,  child, grandchild or sibling of
the individual or the individual's  spouse and (iv) any other natural person who
resides  with such  individual,  and (b)  "Material  Interest"  means  direct or
indirect  beneficial  ownership  (as defined in Rule 13d-3 under the  Securities
Exchange  Act  of  1934)  of  voting   securities  or  other  voting   interests
representing  at least five  percent (5%) of the  outstanding  voting power of a
Person or equity securities or other equity interests representing at least five
percent  (5%) of the  outstanding  equity  securities  or equity  interests in a
Person.

         "Representative":  with respect to a particular  Person,  any director,
officer,  employee, agent, consultant,  advisor, or other representative of such
Person, including legal counsel, accountants, and financial advisors.

         "Securities  Act": the Securities Act of 1933 or any successor law, and
regulations and rules issued pursuant to that Act or any successor law.

         "Seller":  as defined in the first paragraph of this Agreement.

         "Seller's Release":  as defined in Section 2.3.

         "Tax":  any income taxes or similar  assessments on any sales,  excise,
occupation, use, ad valorem, property,  production,  severance,  transportation,
employment,  payroll,  franchise,  or other tax  imposed by any  Korean,  United
States or other  Governmental  Body's federal,  state,  local (or any foreign or
provincial) taxing authority,  including any interest,  penalties,  or additions
attributable thereto.

         "Tax Return":  any return (including any information  return),  report,
statement,  schedule,  notice, form, or other document or information filed with
or submitted to, or required to be filed with or submitted to, any  Governmental
Body in connection with the determination, assessment, collection, or payment of
any Tax or in connection with the administration, implementation, or enforcement
of or compliance with any Legal Requirement relating to any Tax.

         "Threatened":  a claim,  Proceeding,  dispute,  action, or other matter
will be deemed to have been  "Threatened"  if any demand or  statement  has been
made (orally or in writing) or any notice has been given (orally or in writing),
or if any other event has occurred or any other circumstances  exist, that would
lead a  prudent  Person to  conclude  that  such a claim,  Proceeding,  dispute,
action, or other matter is likely to be asserted, commenced, taken, or otherwise
pursued in the future.



                                       5
<PAGE>

2.       EXCHANGE OF SHARES; CLOSING

         2.1  Share  Exchange.  Subject  to the  terms  and  conditions  of this
Agreement,  at the Closing, (a) Seller will transfer the UDT Shares owned by him
to Buyer,  and (b) Buyer will  issue to Seller  the  number of Maxus  Shares set
forth beside Seller's name on Schedule 1.

         2.2 Closing.  The closing (the  "Closing") of the exchange of the Maxus
Shares for the UDT Shares  (the  "Exchange")  will take place at the  offices of
Buyer in Morgan Hill, California, at 10:00 a.m. (local time) on July 22, 2004 or
at such other time and place as the parties may agree. Subject to the provisions
of Section 9, failure to  consummate  the purchase and sale provided for in this
Agreement  on the date and time and at the  place  determined  pursuant  to this
Section 2.2 will not result in the  termination  of this  Agreement and will not
relieve any party of any obligation under this Agreement.

         2.3 Closing Obligations. At the Closing:

         (a)      Seller will deliver to Buyer:

                  (i)  the  original  share  registry  document  of the  Company
         reflecting  the transfer of the UDT Shares to Buyer in a manner legally
         effective to transfer full ownership  rights in the UDT Shares to Buyer
         under Korean law;

                  (ii) a release in the form of Exhibit  2.3(a)(ii)  executed by
         Seller ("Seller's Release");

                  (iii) tax  clearance  certificates  for national tax and local
         tax for the Company for the past three financial years;

                  (iv) a certificate  executed by Seller to the effect that each
         of  Seller's  representations  and  warranties  in this  Agreement  was
         accurate  in all  respects  as of the  date  of this  Agreement  and is
         accurate  in all  respects  as of the  Closing  Date  as if made on the
         Closing Date.

         (b)      Buyer will deliver to Seller:

                  (i) certificates  representing the Maxus Shares, issued in the
         name of Seller in accordance with Section 2.1(b) above;

                  (ii)  options in form  determined  by Buyer  granting to those
         persons  listed in Schedule  2.3(b)(ii) the right to acquire the number
         of common  shares  set forth  opposite  the  names of such  persons  in
         Schedule  2.3(b)(ii)  for the market price of the common  shares at the
         Closing Date; and

                  (iii) a certificate  executed by Buyer to the effect that each
         of  Buyer's  representations  and  warranties  in  this  Agreement  was
         accurate  in all  respects  as of the  date  of this  Agreement  and is
         accurate  in all  respects  as of the  Closing  Date  as if made on the
         Closing Date; and



                                       6
<PAGE>

         2.4 After  Closing.  Buyer  agrees to issue to Seller no later than May
30, 2005 on a date to be established  by Buyer,  in addition to the Maxus Shares
to be  delivered  at  Closing,  twenty  thousand  (20,000)  common  shares  (the
Performance  Shares) of Maxus shares (to be restricted  under the Securities Act
as the Maxus Shares are restricted hereunder) for each US $100,000 of net profit
(determined by the Company's accountants according to the method utilized by the
Company in a consistent manner for the prior three calendar years (2001-2003) in
determining  net profit),  earned by the Company for calendar  year 2004.  In no
event,  however,  shall the  maximum  number of  Performance  Shares that may be
issued by Buyer to Seller pursuant to this Section 2.4 exceed 100,000.

         2.5 Securities Law Matters.

                  (a) Seller  understands that the Maxus Shares to be issued and
         delivered  to Seller  pursuant to terms of this  Agreement  will not be
         registered  under the  Securities  Act,  but will be issued in reliance
         upon the  exemption  afforded  by Section  4(2) of the  Securities  Act
         and/or Regulation D promulgated by the SEC thereunder ("Regulation D"),
         and  that  Buyer  is  relying  upon  the  truth  and  accuracy  of  the
         representations   set  forth  herein  in  issuing  such  shares.   Each
         certificate  representing the Maxus Shares issued to Seller pursuant to
         terms of this Agreement shall bear the following legend:

                THE SHARES  REPRESENTED BY THIS  CERTIFICATE HAVE NOT
                BEEN  REGISTERED  PURSUANT TO THE  SECURITIES  ACT OF
                1933,  AS AMENDED,  OR  APPLICABLE  STATE  SECURITIES
                LAWS, AND MAY NOT BE  TRANSFERRED  UNLESS THEY ARE SO
                REGISTERED  OR, IN THE OPINION OF COUNSEL  ACCEPTABLE
                TO  THE  COMPANY,   SUCH   TRANSFER  IS  EXEMPT  FROM
                REGISTRATION.

         Buyer shall give instructions to its transfer agent consistent with the
foregoing legend.

                  (b) Buyer understands that the UDT Shares to be transferred to
         Buyer  pursuant  to terms of this  Agreement  have not been  registered
         under the Securities  Act, but will be transferred in reliance upon the
         exemption  afforded by Section 4(1) of the  Securities  Act for private
         resales of restricted  securities,  and that Seller is relying upon the
         truth  and  accuracy  of  the   representations  set  forth  herein  in
         transferring such shares.

3.       REPRESENTATIONS AND WARRANTIES OF SELLER

         Seller represents and warrants to Buyer as follows.

         3.1 Organization and Existence.

                  (a) The Company is a  corporation  duly  organized and validly
         existing  under the laws of the Republic of Korea,  with full corporate
         power  and  authority  to  conduct  its  business  as it is  now  being
         conducted,  to own or use the  properties  and  assets  that it owns or
         uses, and to perform all its obligations  under  Applicable  Contracts.
         The  Company is not  required  to qualify to do  business  as a foreign
         corporation in any foreign state or jurisdiction.



                                       7
<PAGE>

                  (b) Seller has  delivered  or caused to be  delivered to Buyer
         copies of the Organizational  Documents of the Company, as currently in
         effect and a certified copy of the corporate  registry  extract for the
         Company issued within 30 days prior to Closing.

                  3.2 Authority; No Conflict.

                  (a) This Agreement  constitutes the legal,  valid, and binding
         obligation of Seller, enforceable against Seller in accordance with its
         terms.  Upon the  execution  and  delivery by Seller of the  Employment
         Agreement and Seller's Release (the "Seller's Closing Documents"),  the
         Seller's  Closing  Documents  will  constitute  the legal,  valid,  and
         binding obligations of Seller, enforceable against Seller in accordance
         with their respective  terms.  Seller has the absolute and unrestricted
         right,  power,  authority,  and  capacity to execute  and deliver  this
         Agreement  and  the  Seller's  Closing  Documents  and to  perform  his
         obligations under this Agreement and such Seller's Closing Documents.

                  (b) Except as set forth in Schedule 3.2, neither the execution
         and  delivery  of this  Agreement  by Seller  nor the  consummation  or
         performance  of any of the  Contemplated  Transactions  by Seller will,
         directly or indirectly (with or without notice or lapse of time):

                           (i)  contravene,   conflict  with,  or  result  in  a
                  violation of (A) any provision of the Organizational Documents
                  of the Company,  or (B) any resolution adopted by the board of
                  directors or the stockholders of the Company;

                           (ii)  contravene,  conflict  with,  or  result  in  a
                  violation  of, or give any  Governmental  Body or other Person
                  the right to challenge any of the Contemplated Transactions or
                  to exercise any remedy or obtain any relief  under,  any Legal
                  Requirement  or any Order to which the  Company or Seller,  or
                  any of the  assets  owned  or  used  by  the  Company,  may be
                  subject;

                           (iii)  contravene,  conflict  with,  or  result  in a
                  violation of any of the terms or requirements  of, or give any
                  Governmental  Body the  right to  revoke,  withdraw,  suspend,
                  cancel,  terminate, or modify, any Governmental  Authorization
                  that is held by the Company or that  otherwise  relates to the
                  business  of,  or any of the  assets  owned  or used  by,  the
                  Company;

                           (iv)  to  Seller's  Knowledge,  cause  Buyer  or  the
                  Company  to become  subject  to, or to become  liable  for the
                  payment of, any Tax except Tax resulting from the transactions
                  contemplated hereby;



                                       8
<PAGE>

                           (v) to  Seller's  Knowledge,  cause any of the assets
                  owned by the  Company  to be  reassessed  or  revalued  by any
                  taxing authority or other Governmental Body;

                           (vi)  contravene,  conflict  with,  or  result  in  a
                  violation  or breach of any  provision  of, or give any Person
                  the right to declare a default or exercise  any remedy  under,
                  or to accelerate the maturity or performance of, or to cancel,
                  terminate, or modify, any Applicable Contract; or

                           (vii)  result in the  imposition  or  creation of any
                  Encumbrance upon or with respect to any of the assets owned or
                  used by the Company.

Except as set forth in Schedule  3.2,  neither  Seller nor the  Company  will be
required  to give any  notice  to or  obtain  any  Consent  from any  Person  in
connection with the execution and delivery of this Agreement or the consummation
or performance of any of the Contemplated Transactions by such Seller.

                  (c) Seller is acquiring the Maxus Shares for investment solely
         for  his  own  account  and  not  with  a  present   view  due  to  any
         distribution,   transfer   or   resale   to   others,   including   any
         "distribution"  within  the  meaning  of  the  Securities  Act.  Seller
         understands that the Maxus Shares to be transferred to him have not and
         will not be registered under the Securities Act by reason of a specific
         exemption from the  registration  provisions of the Securities Act, the
         availability  of which  depends on, among other  things,  the bona fide
         nature of the investment intent and accuracy of the representations set
         forth herein.

                  (d) Seller is  financially  able to bear the economic risks of
         an investment in Buyer and has no need for liquidity in the investment.
         The financial capacity of Seller is of such a proportion that the total
         cost of Seller's  investment  is not material  when compared to his net
         worth.  Seller  is  financially  able to suffer a  complete  loss of an
         investment in the Maxus Shares.

                  (e) Seller has such  knowledge and experience in financial and
         business matters in general and with respect to investments of a nature
         similar to that  evidenced by the Maxus Shares so as to be capable,  by
         reason of such knowledge and  experience,  of evaluating the merits and
         risks of, and making an informed  business decision with regard to, and
         protecting  his own interests in connection  with,  the  acquisition of
         such shares.

                  (f) Seller has been provided with and had the  opportunity  to
         (i) review the financial and other information  regarding Buyer and its
         operations,  (ii) conduct his own due diligence  regarding  Buyer,  and
         (iii) discuss the same with his attorneys, accountants and advisors.

                  (g) Seller understands that no market now exists for the Maxus
         Shares because of the restrictions thereon.

                  (h) Seller understands that the investment in the Maxus Shares
         is particularly  risky and that he is not assured of any return on this
         investment.

                  (i) Seller  owns the UDT Shares  held by him free and clear of
         all  Encumbrances,  and no legend or other  reference to any  purported
         Encumbrance  appears  upon any  certificate  representing  any such UDT
         Shares.  Seller has not  granted  any  options,  warrants,  convertible
         instruments,  rights of first  refusal or similar or other  rights with
         regard  to  the  UDT  Shares  owned  by  him,  and  he  has  not  sold,
         transferred,  disposed  of or agreed  to sell,  transfer  or  otherwise
         dispose of any of such shares except to the Buyer as set forth herein.



                                       9
<PAGE>

                  (j)  Neither  Seller nor any of his assets are the  subject of
         any  Order  that  might  prevent,  delay,  make  illegal  or  otherwise
         interfere with the consummation of the Contemplated Transactions.

                  (k) Seller and his  agents  have  incurred  no  obligation  or
         liability,  contingent or otherwise,  for brokerage or finders' fees or
         agents'  commissions or other similar  payment in connection  with this
         Agreement.

         3.3  Capitalization.  The  authorized  capital  stock  of  the  Company
consists of 1,000,000  shares of common stock, par value Won 5,000 per share, of
which 70,000 shares are issued and outstanding.  Seller is record and beneficial
owner and holder of 57,000 shares  constituting  the UDT Shares.  The UDT Shares
represent seventy-five percent (75%) of the issued and outstanding capital stock
of  the  Company.  All of  the  outstanding  equity  securities  of the  Company
(including the UDT Shares) have been duly  authorized and validly issued and are
fully paid and  nonassessable,  subject to  pre-emptive  rights,  if any,  under
Korean law. Except as set forth in Schedule 3.3, there are no Contracts relating
to the  issuance or sale of any equity  securities  or other  securities  of the
Company,  and the Company has not granted  any  options,  warrants,  convertible
instruments,  right of first  refusal or similar  rights  with regard to the UDT
Shares or any unissued  capital  stock of the Company.  None of the  outstanding
equity securities or other securities of the Company were issued in violation of
any preemptive or restricted rights, the Securities Act, Korean law or any other
Legal  Requirement.  The Company  does not own, or have any Contract to acquire,
any shares or other securities issued by the Company or any equity securities or
other  securities  of any other  Person  or any  direct  or  indirect  equity or
ownership interest in any other business.

         3.4  Financial  Statements.  Seller  has  delivered  or  caused  to  be
delivered to Buyer audited balance sheets of the Company as of December 31, 2003
(the "Balance Sheet") and 2002, and the related statements of income, changes in
stockholders' equity, and cash flow for each of such periods,  including in each
case the notes thereto. Such financial statements and notes are true and correct
in all  material  respects  as of the  dates  thereof  and  fairly  present  the
financial  condition  and the results of  operations,  changes in  stockholders'
equity,  and cash flow of the Company as at the respective  dates of and for the
periods referred to in such financial  statements,  all in accordance with GAAP,
and the  financial  statements  referred  to in this  Section  3.4  reflect  the
consistent  application of the GAAP throughout the periods  involved,  except as
disclosed in the notes to such financial statements.  No financial statements of
any Person  other than the  Company  are  required by GAAP to be included in the
consolidated financial statements of the Company.

         3.5 Books and Records. The books of account, minute books, stock record
books,  and other records of the Company,  all [some, and then specify] of which
have been made  available  to Buyer,  are  complete  and correct in all material
respects and have been maintained in accordance  with sound business  practices.
The minute books of the Company  contain  records of all  meetings  held of, and
corporate  action  taken  by,  the  stockholders,  the Board of  Directors,  and
committees of the Board of Directors of the Company,  and no meeting of any such
stockholders,  Board of Directors,  or committee has been held for which minutes
have not been  prepared  and are not  contained  in such  minute  books.  At the
Closing,  all of  those  books  and  records  will be in the  possession  of the
Company.



                                       10
<PAGE>

         3.6 Real Property and Inventory. Except as described in Schedule 3.6(a)
attached  hereto,  the Company  does not own,  and has not ever owned,  any real
property,  and any such real estate is not subject to any Encumbrance  except as
reflected in Schedule 3.6(a). All inventory reflected on the Balance Sheet or on
the accounting  records of the Company as of the Closing Date  represent  usable
inventory except as set forth in Schedule 3.6.

         3.7  Condition  and  Sufficiency  of Assets.  Schedule  3.7  contains a
complete  list of all  furniture,  fixtures,  equipment  and  items of  personal
property (including all equipment) of the Company (the "Personal Property"). The
Personal  Property of the Company is sufficient for the continued conduct of the
Company's  business  after  the  Closing  in  substantially  the same  manner as
conducted prior to the Closing.

         3.8 Accounts  Receivable.  All accounts  receivable of the Company that
are reflected on the Balance Sheet or on the  accounting  records of the Company
as of the Closing Date (collectively,  the "Accounts  Receivable")  represent or
will represent  valid  obligations  arising from sales actually made or services
actually performed in the Ordinary Course of Business.  Unless paid prior to the
Closing  Date,  the  Accounts  Receivable  are or will be as of the Closing Date
current and  collectible  net of the  respective  reserves  shown on the Balance
Sheet or on the accounting  records of the Company as of the Closing Date (which
reserves are adequate and calculated  consistent  with past practice and, in the
case of the  reserve  as of the  Closing  Date,  will not  represent  a  greater
percentage  of the Accounts  Receivable  as of the Closing Date than the reserve
reflected in the Balance Sheet represented of the Accounts Receivable  reflected
therein and will not represent a material  adverse change in the  composition of
such Accounts  Receivable  in terms of aging).  There is no contest,  claim,  or
right of set-off,  other than returns in the Ordinary Course of Business,  under
any Contract with any obligor of an Accounts  Receivable  relating to the amount
or validity of such  Accounts  Receivable.  Schedule 3.8 contains a complete and
accurate list of all Accounts  Receivable  as of the date of the Balance  Sheet,
which list sets forth the aging of such Accounts Receivable.

         3.9 No  Undisclosed  Liabilities.  Except as set forth in Schedule 3.9,
the Company does not have any  liabilities or obligations of any nature (whether
absolute,   accrued,   contingent,  or  otherwise)  except  for  liabilities  or
obligations  reflected  or  reserved  against in the  Balance  Sheet and current
liabilities incurred in the Ordinary Course of Business since the date thereof.

         3.10 Taxes.

                  (a) The  Company  has filed or caused to be filed (on a timely
         basis since the  inception  of the Company) all Tax Returns that are or
         were required to be filed by the Company,  pursuant to applicable Legal
         Requirements.  Seller has  delivered or caused to be delivered to Buyer
         copies  of all  such Tax  Returns  filed  since  the  inception  of the
         Company.  The Company has paid,  or made  provision for the payment of,
         all Taxes  that have  become  due  pursuant  to those  Tax  Returns  or
         otherwise, or pursuant to any assessment received by the Company.

                  (b) The charges,  accruals, and reserves with respect to Taxes
         on the books of the Company are  adequate and are at least equal to the
         Company's  liability for Taxes.  There exists no tax assessment against
         the  Company  except as  disclosed  in the  Balance  Sheet,  and to the
         Seller's  Knowledge,  no such  tax  assessment  has  been  proposed  or


                                       11
<PAGE>

         Threatened.  All Taxes  that the  Company is or was  required  by Legal
         Requirements  to  withhold  or  collect  have  been  duly  withheld  or
         collected  and,  to the extent  required,  have been paid to the proper
         Governmental Body or other Person.

                  (c) All Tax Returns  filed by the  Company are true,  correct,
         and  complete  in  all  material  respects.  There  is no  tax  sharing
         agreement  that will require any payment by the Company  after the date
         of this Agreement.

         3.11 No Material  Adverse Change.  Since the date of the Balance Sheet,
there has not been any  material  adverse  change in the  business,  operations,
properties,  prospects,  assets,  or condition of the Company,  and no event has
occurred  or  circumstance  exists  that may result in such a  material  adverse
change.

         3.12 Employee Benefits.

                  (a) Except as set forth in  Schedule  3.12(a),  Company has no
         employee  benefit,  insurance  and  welfare  plans  ("Employee  Benefit
         Plans") that are not provided in the Company's general employment terms
         and conditions,  employment  regulations or under programs  mandated by
         law.

                  (b) With respect to each Employee Benefit Plan, there has been
         delivered or made  available to Buyer (i) accurate and complete  copies
         of each Employee Benefit Plan currently in effect  (including all trust
         agreements,  insurance or annuity contracts, summary plan descriptions,
         general  notices to employees or  beneficiaries  and any other material
         documents or  instruments  relating  thereto);  (ii) copies of the most
         recent   letters  from  the   Governmental   Body  with  authority  and
         supervision  of the  Employee  Benefit  Plans;  and (iii) copies of the
         three most recent  annual  reports and all  accompanying  actuarial and
         audit reports,  if applicable,  and exhibits and schedules thereto with
         respect to each  Employee  Benefit Plan as to which an annual report is
         required to be filed.

                  (c) Except as set forth in Schedule  3.12(c),  with respect to
         each Employee Benefit Plan:

                           (i)  The  documents   provided  pursuant  to  Section
                  3.12(b)(i) and (ii) above are accurate and complete;

                           (ii) Each such plan qualifies under applicable law;

                           (iii)  The  Company  has  complied  in  all  material
                  respects  with all  provisions  of any laws  applicable to the
                  Plans;

                           (iv) There are no matters pending before or notice of
                  audit  from any  Governmental  Body  that  could  result  in a
                  material liability to the Company;

                           (v) There are no actions, suits or claims relating to
                  any Plan  (other  than  routine  claims  for  benefits  in the
                  ordinary course) pending or Threatened and neither the Company
                  nor Seller  has any  Knowledge  of any matter  that could give
                  rise to any such actions,  suits or claims (other than routine
                  claims for  benefits  in the  ordinary  course) or subject the
                  Company  to a  material  liability,  individually  or  in  the
                  aggregate;



                                       12
<PAGE>

                           (vi) No event has  occurred  and no basis exists that
                  could subject the Company to any material tax or penalty under
                  applicable Legal Requirements;

                           (vii)  The  Company  is not  subject  to  any  legal,
                  contractual,  equitable or other obligation to establish as of
                  any  date  any  benefit  plan  of any  nature,  including  any
                  pension,  profit  sharing,  welfare,  post-retirement,   stock
                  option,   stock   or  cash   award,   non-qualified   deferred
                  compensation  or  executive   compensation   plan,  policy  or
                  practice; and

                           (viii)  No  representations  or  communications  with
                  respect to participation,  eligibility for benefits,  vesting,
                  benefit  accrual,  coverage  or  other  material  terms  of an
                  Employee   Benefit  Plan  have  been  made  to  any  employee,
                  beneficiary  or other  person  other  than  those  that are in
                  accord with the terms and  provisions  of each such plan as in
                  effect immediately prior to the Closing.

                  (d)  Except  as set forth in  Schedule  3.12(d),  neither  the
         Company nor any of its  affiliates  has any  liability  (contingent  or
         otherwise)   with   respect   to  any   multiemployer   plan  to  which
         contributions  are or  have  been  made  by the  Company  or any of its
         affiliates or as to which the Company or any of its affiliates may have
         liability.  Neither the  Company nor any  affiliate  has  incurred  any
         liability  or taken any action  that could  reasonably  be  expected to
         cause it to incur any liability (i) on account of a partial or complete
         withdrawal with respect to any multiemployer plan or (ii) on account of
         unpaid contributions to any such multiemployer plan.

                  (e) For each welfare  benefit plan listed in Schedule  3.12(a)
         that is a "group  health plan" within the meaning of  applicable  Legal
         Requirements,  the Company has complied in all material  respects  with
         the notice and continuation requirements of all Legal Requirements.

                  (f) The  Company  and its  affiliates  have  made on a  timely
         basis, in accordance with the Employee Benefit Plans, all contributions
         to, and payments from, the Employee  Benefit Plans that are required to
         have been made by the Company, or any of its affiliates with respect to
         any period  ending on or before the Closing Date and are of a character
         which if not made  might  result in the  imposition  of an  Encumbrance
         against any of the assets of the Company.

                  (g)  Schedule  3.12(g)  sets forth the  financial  cost of all
         obligations  owed under any Employee  Benefit Plan, if any, that is not
         subject to the  disclosure  and  reporting  requirements  of applicable
         Legal  Requirements.  Except as set forth in Schedule 3.12(g),  (i) the
         Company  has  performed  all  of its  material  obligations  under  all
         Employee  Benefit  Plans  and  has  made  appropriate  entries  in  its
         financial  records and statements for all  obligations  and liabilities
         under such Plans that have accrued but are not due; (ii) no accumulated
         funding  deficiency  exists with respect to any Employee  Benefit Plan;
         (iii) no event has occurred or  circumstance  exists that may result in
         an  accumulated  funding  deficiency  as of the last day of the current



                                       13
<PAGE>

         plan year of any Employee  Benefit  Plan;  (iv) the  actuarial  benefit
         reports (to the extent  applicable)  for each Employee  Benefit Plan of
         the  Company  and each  affiliate  of the  Company  fairly  present the
         financial  condition  and the results of  operations of each such Plan;
         (v) since the last  valuation date for each Plan, no event has occurred
         or  circumstance  exists  that would  increase  the amount of  benefits
         provided  under any such  Plan or that  would  cause the  excess of the
         value of Plan assets over benefit  liabilities  to decrease  and, as of
         December 31, 2003,  there are no unfunded accrued benefits for any such
         Plan and each such Plan is fully funded, determined in both cases as if
         the  current  plan year of the Plan ended on such date;  (vi) except to
         the extent required under  applicable Legal  Requirements,  the Company
         does not provide  health or welfare  benefits for any retired or former
         employee or is obligated to provide  health or welfare  benefits to any
         active  employee   following  such   employee's   retirement  or  other
         termination of service; (vii) no payment that is owed or may become due
         to any  director,  officer,  employee or agent of the  Company  will be
         non-deductible  to the Company or subject to tax under applicable Legal
         Requirements;  the  Company  will  not be  required  to  "gross  up" or
         otherwise  compensate  any such person because of the imposition of any
         excise tax on a payment to such person;  and (viii) the consummation of
         the Contemplated  Transactions will not result in the payment,  vesting
         or acceleration of any benefit under any Plan.

         3.13 Compliance with Legal Requirements; Governmental Authorizations.

                  (a) Except as set forth in Schedule 3.13(a):

                           (i)  the  Company  is,  and at all  times  since  its
                  formation  has  been,  in  full  compliance  with  each  Legal
                  Requirement  that is or was applicable to it or to the conduct
                  or operation of its business or the ownership or use of any of
                  its assets;

                           (ii) no event has  occurred  or  circumstance  exists
                  that  (with or  without  notice  or  lapse  of  time)  (A) may
                  constitute  or result in a  violation  by the Company of, or a
                  failure on the part of the Company to comply  with,  any Legal
                  Requirement,  or (B) may give  rise to any  obligation  on the
                  part  of the  Company  to  undertake,  or to  bear  all or any
                  portion of the cost of, any remedial action of any nature; and

                           (iii) the  Company  has not  received  any  notice or
                  other  communication   (whether  oral  or  written)  from  any
                  Governmental  Body  or any  other  Person  regarding  (A)  any
                  actual,  alleged,  possible,  or  potential  violation  of, or
                  failure  to comply  with,  any Legal  Requirement,  or (B) any
                  actual, alleged, possible, or potential obligation on the part
                  of the Company to undertake,  or to bear all or any portion of
                  the cost of, any remedial action of any nature.

                  (b) Schedule  3.13  contains a complete  and accurate  list of
         each  Governmental  Authorization  that is held by the  Company or that
         otherwise  relates to the business of, or to any of the assets owned or
         used  by,  the  Company.  Each  Governmental  Authorization  listed  or
         required to be listed in  Schedule  3.13 is valid and in full force and
         effect. Except as set forth in Schedule 3.13(b):



                                       14
<PAGE>

                           (i)  the  Company  is,  and at all  times  since  its
                  formation has been,  in  compliance  with all of the terms and
                  requirements of each Governmental Authorization;

                           (ii) no event has  occurred  or  circumstance  exists
                  that  may  (with or  without  notice  or  lapse  of time)  (A)
                  constitute or result  directly or indirectly in a violation of
                  or a failure  to comply  with any term or  requirement  of any
                  Governmental   Authorization,   or  (B)  result   directly  or
                  indirectly   in  the   revocation,   withdrawal,   suspension,
                  cancellation,  or termination of, or any  modification to, any
                  Governmental Authorization; and

                           (iii) the Company has not received, at any time since
                  its formation any notice or other communication  (whether oral
                  or written)  from any  Governmental  Body or any other  Person
                  regarding  (A) any actual,  alleged,  possible,  or  potential
                  violation of or failure to comply with any term or requirement
                  of  any  Governmental   Authorization,   or  (B)  any  actual,
                  proposed,  possible,  or  potential  revocation,   withdrawal,
                  suspension,  cancellation,  termination of, or modification to
                  any currently effective Governmental Authorization.

The  Governmental   Authorizations   listed  in  Schedule  3.13(b)  collectively
constitute  all of the  Governmental  Authorizations  necessary  to  permit  the
Company to lawfully  conduct and operate its business in the manner it currently
conducts and operates such business and to permit the Company to own and use its
assets in the manner in which it currently owns and uses such assets.

         3.14 Legal Proceedings; Orders.

                  (a) There is no pending Proceeding (i) that has been commenced
         by or against  the Company or that  otherwise  relates to or may affect
         the business of, or any of the assets owned or used by, the Company; or
         (ii)  that  challenges,  or that  may have the  effect  of  preventing,
         delaying,  making illegal,  or otherwise  interfering  with, any of the
         Contemplated  Transactions.  To the  Knowledge  of Seller,  (1) no such
         Proceeding  has been  Threatened,  and (2) no  event  has  occurred  or
         circumstance  exists  that may give rise to or serve as a basis for the
         commencement of any such Proceeding.

                  (b) Neither the Company nor any assets owned or  controlled by
         the Company are subject to any Order that could  prevent,  delay,  make
         illegal  or  otherwise   interfere   with  the   consummation   of  the
         Contemplated  Transactions or interfere with the ability of the Company
         to conduct its  business as currently  conducted,  or to own or use its
         assets as currently owned or used, after the Closing Date.

         3.15  Absence of Certain  Changes  and  Events.  Except as set forth in
Schedule 3.15,  since the date of the Balance  Sheet,  the Company has conducted
its business only in the Ordinary Course of Business and there has not been any:

                  (a)  change in the  Company's  authorized  or  issued  capital
         stock; grant of any stock option or right to purchase shares of capital
         stock of the Company;  issuance of any security  convertible  into such
         capital stock; grant of any registration rights; purchase,  redemption,
         retirement,  or other  acquisition  by the Company of any shares of any
         such capital stock;  or declaration or payment of any dividend or other
         distribution or payment in respect of shares of capital stock;



                                       15
<PAGE>

                  (b) amendment to the Organizational Documents of the Company;

                  (c)  payment  or  increase  by the  Company  of  any  bonuses,
         salaries, or other compensation to any stockholder,  director, officer,
         or (except in the Ordinary  Course of Business)  employee or entry into
         any  employment,  severance,  or similar  Contract  with any  director,
         officer, or employee;

                  (d)  adoption  of, or increase in the  payments to or benefits
         under,  any profit  sharing,  bonus,  deferred  compensation,  savings,
         insurance,  pension,  retirement, or other employee benefit plan for or
         with any employees of the Company;

                  (e) damage to or  destruction or loss of any asset or property
         of the Company,  whether or not covered by  insurance,  materially  and
         adversely  affecting  the  properties,   assets,  business,   financial
         condition, or prospects of the Company;

                  (f)  entry  into,  termination  of,  or  receipt  of notice of
         termination of (i) any customer agreement or relationship,  or (ii) any
         Contract or transaction involving a total remaining commitment by or to
         the Company of at least $5,000;

                  (g) sale (other than sales of inventory in the Ordinary Course
         of Business),  lease, or other  disposition of any asset or property of
         the Company or mortgage,  pledge,  or imposition of any  Encumbrance on
         any  material  asset or property of the  Company,  including  the sale,
         lease, or other disposition of any of the Intellectual Property Assets;

                  (h)  cancellation  or  waiver of any  claims or rights  with a
         value to the Company in excess of $5,000;

                  (i)  material  change in the  accounting  methods  used by the
         Company; or

                  (j) agreement,  whether oral or written,  by the Company to do
         any of the foregoing.

         3.16 Contracts; No Defaults.

                  (a) Schedule  3.16(a)  contains a complete and accurate  list,
         and Seller has  delivered  or caused to be  delivered to Buyer true and
         complete copies, of:

                           (i)   each   Applicable    Contract   that   involves
                  performance  of services or delivery of goods or  materials by
                  the Company of an amount or value in excess of $5,000;

                           (ii)   each   Applicable   Contract   that   involves
                  performance  of services or delivery of goods or  materials to
                  the Company of an amount or value in excess of $5,000;



                                       16
<PAGE>

                           (iii) each  Applicable  Contract that was not entered
                  into in the  Ordinary  Course of  Business  and that  involves
                  expenditures or receipts of the Company in excess of $5,000;

                           (iv)  each  lease,  rental  or  occupancy  agreement,
                  license, installment and conditional sale agreement, and other
                  Applicable  Contract  affecting the ownership of,  leasing of,
                  title to, use of, or any  leasehold or other  interest in, any
                  real or personal property (except personal property leases and
                  installment and conditional  sales  agreements  having a value
                  per item or  aggregate  payments  of less than $1,000 and with
                  terms of less than one year);

                           (v) each  licensing  agreement  or  other  Applicable
                  Contract with respect to patents,  trademarks,  copyrights, or
                  other intellectual property, including agreements with current
                  or former employees, consultants, or contractors regarding the
                  appropriation or the non-disclosure of any of the Intellectual
                  Property Assets;

                           (vi)  each  joint  venture,  partnership,  and  other
                  Applicable  Contract  (however  named)  involving a sharing of
                  profits, losses, costs, or liabilities by the Company with any
                  other Person;

                           (vii) each Applicable Contract  containing  covenants
                  that in any way purport to restrict the  business  activity of
                  the  Company  or any  Affiliate  of the  Company  or limit the
                  freedom of the  Company  or any  Affiliate  of the  Company to
                  engage in any line of business or to compete with any Person;

                           (viii)  each   Applicable   Contract   providing  for
                  payments  to or by any Person  based on sales,  purchases,  or
                  profits, other than direct payments for goods;

                           (ix)  each  power of  attorney  granted  by or to the
                  Company that is currently effective and outstanding;

                           (x) each Applicable  Contract entered into other than
                  in the Ordinary  Course of Business  that contains or provides
                  for an express  undertaking  by the Company to be  responsible
                  for consequential damages;

                           (xi)   each    Applicable    Contract   for   capital
                  expenditures in excess of $2,500;

                           (xii) each written warranty,  guaranty,  and or other
                  similar  undertaking  with respect to contractual  performance
                  extended by the Company  other than in the Ordinary  Course of
                  Business; and

                           (xiii) each amendment,  supplement,  and modification
                  (whether oral or written) in respect of any of the foregoing.

                  (b) Except as set forth in Schedule 3.16(b):

                           (i) No Seller (nor any Related  Person of any Seller)
                  has or may acquire any rights under,  and no Seller has or may



                                       17
<PAGE>

                  become  subject to any  obligation  or  liability or liability
                  under, any Contract that relates to the business of, or any of
                  the assets owned or used by, the Company; and

                           (ii) No officer or  employee  of the Company is bound
                  by any  Contract  that  purports  to limit the ability of such
                  officer or employee to (A) engage in or continue  any conduct,
                  activity, or practice relating to the business of the Company,
                  or (B)  assign to the  Company  any  rights to any  invention,
                  improvement, or discovery.

                  (c) Except as set forth in  Schedule  3.16(c),  each  Contract
         identified or required to be identified in Schedule  3.16(a) is in full
         force and effect and is valid and  enforceable  in accordance  with its
         terms.

         3.17 Insurance.

                  (a) Seller has  delivered  or caused to be  delivered to Buyer
         true and  complete  copies of all  policies of  insurance  to which the
         Company is a party or under  which the  Company is or has been  covered
         within one year preceding the date of this Agreement.

                  (b) The Company has paid all premiums  due, and has  otherwise
         performed  all of its  obligations,  under  each  policy  to which  the
         Company is a party or that provides coverage to the Company.

                  (c) The Company has given timely  notice to the insurer of all
         claims that may be insured thereby.

         3.18 Environmental  Matters. The Company is, and at all times has been,
in full  compliance  with, and has not been and is not in violation of or liable
under, any Legal  Requirement  pertaining to the production or use,  possession,
discharge or release of hazardous or toxic materials or substances.

         3.19 Employees.

                  (a) Schedule 3.19 contains a complete and accurate list of the
         following  information  for each  employee or director of the  Company:
         name; job title; current compensation paid or payable and any change in
         compensation since 1999; vacation accrued; and years of service.

                  (b) No  employee  or director of the Company is a party to, or
         is otherwise  bound by, any  agreement or  arrangement,  including  any
         confidentiality,   noncompetition,  or  proprietary  rights  agreement,
         between such  employee or director  and any other Person  ("Proprietary
         Rights Agreement") that in any way adversely affects or will affect (i)
         the  performance  of his  duties  as an  employee  or  director  of the
         Company,  or (ii) the ability of the  Company to conduct its  business,
         including any Proprietary  Rights Agreement with Sellers or the Company
         by any such employee or director.

         3.20 Customers.  Schedule 3.20 contains a true,  correct,  and complete
list of  customers  to which the Company has  submitted  invoices  resulting  in



                                       18
<PAGE>

revenues in excess of $5,000 (a) in the  twelve-month  period ended December 31,
2003, or (b) the twelve-month  period ended May 31, 2004, along with a detail of
the amounts billed to each such customer in each such period.

         3.21 Intellectual Property.

                  (a)  Intellectual  Property  Assets.  The  term  "Intellectual
         Property Assets" includes:

                           (i)  any  registered  and  unregistered   trademarks,
                  service marks, and  applications  that are used by the Company
                  and are material to its business (collectively, "Marks");

                           (ii) all patents, patent applications, and patentable
                  inventions and discoveries (collectively, "Patents");

                           (iii)  all  copyrights  in both  published  works and
                  unpublished works (collectively, "Copyrights");

                           (iv) all rights in mask works (collectively,  "Rights
                  in Mask Works"); and

                           (v)  all  know-how,   trade   secrets,   confidential
                  information,  customer lists, software, technical information,
                  data, process  technology,  plans,  drawings,  and blue prints
                  (collectively,  "Trade Secrets")  owned,  used, or licensed by
                  the Company as licensee or licensor.

                  (b)  Agreements.  Schedule  3.21(b)  contains a  complete  and
         accurate list and summary description,  including any royalties paid or
         received by the Company,  of all Contracts relating to the Intellectual
         Property Assets to which the Company is a party or by which the Company
         is bound,  except for any license  implied by the sale of a product and
         perpetual,  paid-up licenses for commonly  available  software programs
         with a value of less than  $1,000.00  under  which the  Company  is the
         licensee.  There are no  outstanding  and no  Threatened  disputes with
         respect to any such agreement.

                  (c) Know-How Necessary for the Business.

                           (i) The  Intellectual  Property  Assets are all those
                  necessary for the operation of the Company's business as it is
                  currently  conducted.  The  Company is the owner (or  licensee
                  under either an agreement  set forth in Schedule  3.21(b) or a
                  license  under  which  the fees are less than  $1,000)  of all
                  right,  title, and interest in and to each of the Intellectual
                  Property  Assets,  free  and  clear  of  all  liens,  security
                  interests, charges, encumbrances,  equities, and other adverse
                  claims, and, except as set forth in Schedule 3.21(b),  has the
                  right to use  without  payment  to a third  party  all of such
                  Intellectual Property Assets.

                           (ii) No employee of the Company has entered  into any
                  Contract that  restricts or limits in any way such  employee's
                  ability to perform  for the  Company  the  services  that such



                                       19
<PAGE>

                  employee  has been engaged to perform or requires the employee
                  to transfer,  assign, or disclose  information  concerning any
                  work  performed  by such  employee  for the  Company to anyone
                  other than the Company.

                           (iii) None of the products manufactured and sold, nor
                  any process or know-how  used,  by the Company  infringes  any
                  patent or other proprietary right of any other Person.

                  (d) Patents. The Company does not have any issued Patents, and
         has not applied for any Patents.

                  (e) Trademarks and Copyrights.

                           (i) Schedule 3.21(e) contains a complete and accurate
                  list and summary description of all Marks and Copyrights owned
                  by the Company.  Except as set forth on Schedule 3.21(e),  the
                  Company is the owner of all right,  title, and interest in and
                  to each of such  Marks and  Copyrights,  free and clear of all
                  liens, security interests,  charges,  encumbrances,  equities,
                  and other adverse claims.

                           (ii)  All  Marks  and   Copyrights   that  have  been
                  registered  with the Korean  Patent and  Trademark  Office are
                  currently in  compliance  with all formal  legal  requirements
                  (including the timely  post-registration  filing of affidavits
                  of use and  incontestability  and renewal  applications),  are
                  valid and enforceable,  and are not subject to any maintenance
                  fees or taxes or actions falling due prior to the Closing Date
                  that have not been paid or taken.

                           (iii) No Mark or  Copyright  is now  involved  in any
                  action  opposing  the  registration  thereof,  or seeking  the
                  invalidation  or  cancellation   thereof,   and,  to  Seller's
                  Knowledge,  no such action is  Threatened  with the respect to
                  any of the Copyrights.

                           (iv)  Except as set  forth in  Schedule  3.21(e),  to
                  Seller's  Knowledge,   there  is  no  potentially  interfering
                  trademark or trademark application of any third party.

                           (v) No Copyright is infringed or has been  challenged
                  or  threatened  in any way and none of the Marks or Copyrights
                  used by the Company  infringes any trade name,  trademark,  or
                  service  mark of any  third  party,  except  as  disclosed  in
                  Schedule 3.21(e).

                           (vi) All products and materials  containing a Mark or
                  Copyright bear the proper  registration notice where permitted
                  by law.  All works  encompassed  by the  Copyrights  have been
                  marked with the proper copyright notice.

                  (f) Trade Secrets

                           (i)  With   respect   to  each  Trade   Secret,   the
                  documentation  relating  to  such  Trade  Secret  is  current,
                  accurate, and sufficient in detail and content to identify and
                  explain  it and to  allow  its  full and  proper  use  without
                  reliance on the knowledge or memory of any individual.



                                       20
<PAGE>

                           (ii) The Company has an absolute (but not necessarily
                  exclusive)  right to use the Trade Secrets.  The Trade Secrets
                  are not part of the public  knowledge or  literature,  and, to
                  Seller's  Knowledge,   have  not  been  used,   divulged,   or
                  appropriated  either  for the  benefit of any Person or to the
                  detriment  of the  Company.  No Trade Secret is subject to any
                  adverse  claim  asserted  against  the  Company  or  has  been
                  challenged or threatened in any way.

         3.22 Certain Payments.  Neither the Company nor any director,  officer,
agent,  or employee of the Company,  or any other Person acting for or on behalf
of the  Company,  has  directly  or  indirectly  (a) in  violation  of any Legal
Requirement,  made any contribution,  gift,  bribe,  rebate,  payoff,  influence
payment, kickback, or other payment to any Person, private or public, regardless
of form,  whether  in money,  property,  or  services  (i) to  obtain  favorable
treatment in securing business, (ii) to pay for favorable treatment for business
secured,  or (iii) to obtain  special  concessions  or for  special  concessions
already  obtained,  for or in respect of the  Company  or any  Affiliate  of the
Company,  or (b)  established  or maintained any fund or asset that has not been
recorded in the books and records of the Company.

         3.23 Relationships with Related Persons. Neither Seller nor any Related
Person of Seller or of the Company has, or since  January 1, 2000,  has had, any
interest in any property (whether real, personal,  or mixed and whether tangible
or intangible),  used in or pertaining to the Company's business. Neither Seller
nor any  Related  Person of Seller or of the  Company is, or since such date has
owned (of  record or as a  beneficial  owner)  an equity  interest  or any other
financial or profit interest in, a Person that has (i) had business  dealings or
a material  financial  interest in any  transaction  with the  Company,  or (ii)
engaged in competition with the Company with respect to any line of the products
or services  of the Company (a  "Competing  Business")  in any market  presently
served by the Company. Neither Seller nor any Related Person of Seller or of the
Company is a party to any Contract with, or has any claim or right against,  the
Company.

         3.24  Brokers or Finders.  The Company and its agents have  incurred no
obligation or liability, contingent or otherwise, for brokerage or finders' fees
or  agents'  commissions  or other  similar  payment  in  connection  with  this
Agreement.

         3.25 Disclosure.

                  (a) No  representation or warranty of Seller in this Agreement
         omits to state a material fact necessary to make the statements herein,
         in light of the circumstances in which they were made, not misleading.

                  (b)  There  is no fact  known  to  Seller  that  has  specific
         application  to Seller or the Company  (other than general  economic or
         industry  conditions) and that materially adversely affects the assets,
         business,  prospects,  financial condition, or results of operations of
         the Company that has not been set forth in this Agreement.

4.       REPRESENTATIONS AND WARRANTIES OF BUYER

         Buyer represents and warrants to Seller as follows:



                                       21
<PAGE>

         4.1 Organization and Good Standing.

                  (a)  Buyer  is a  corporation  validly  existing  and in  good
         standing  under the laws of the State of Delaware,  with full power and
         authority to conduct its business as it is now being conducted,  to own
         or use the properties and assets that it purports to own or use, and to
         perform all its  obligations  under its  Contracts,  including  without
         limitation this Agreement and the Employment  Agreements.  Buyer is not
         required  to qualify to do  business  as a foreign  corporation  in any
         foreign state or jurisdiction in which Buyer has failed to so qualify.

                  (b) Buyer has  delivered  or shall  deliver to Seller prior to
         Closing copies of the  Organizational  Documents of Buyer, as currently
         in effect.

         4.2 Authority; No Conflict.

                  (a) This Agreement  constitutes the legal,  valid, and binding
         obligation of Buyer,  enforceable  against Buyer in accordance with its
         terms.  Upon the  execution  and  delivery  by Buyer of the  Employment
         Agreement and the Seller's Release (collectively,  the "Buyer's Closing
         Documents"),  Buyer's  Closing  Documents  will  constitute  the legal,
         valid,  and binding  obligations of Buyer (and the Company with respect
         to the Employment Agreement), enforceable against Buyer or the Company,
         respectively,  in accordance with their respective terms. Buyer has the
         absolute and  unrestricted  right,  power, and authority to execute and
         deliver this Agreement and Buyer's Closing Documents and to perform its
         obligations under this Agreement and Buyer's Closing Documents.

                  (b) Except as set forth in Schedule 4.2, neither the execution
         and  delivery  of this  Agreement  by  Buyer  nor the  consummation  or
         performance  of any of the  Contemplated  Transactions  by Buyer  will,
         directly or indirectly (with or without notice or lapse of time):

                           (i)  contravene,   conflict  with,  or  result  in  a
                  violation of (A) any provision of the Organizational Documents
                  of  Buyer,  or (B) any  resolution  adopted  by the  board  of
                  managers or the members of Buyer;

                           (ii)  contravene,  conflict  with,  or  result  in  a
                  violation  of, or give any  Governmental  Body or other Person
                  the right to challenge any of the Contemplated Transactions or
                  to exercise any remedy or obtain any relief  under,  any Legal
                  Requirement or any Order to which Buyer,  or any of the assets
                  owned or used by Buyer, may be subject;

                           (iii)  contravene,  conflict  with,  or  result  in a
                  violation of any of the terms or requirements  of, or give any
                  Governmental  Body the  right to  revoke,  withdraw,  suspend,
                  cancel,  terminate, or modify, any Governmental  Authorization
                  that  is held  by  Buyer  or  that  otherwise  relates  to the
                  business of, or any of the assets owned or used by, Buyer;

                           (iv) cause  Buyer to become  subject to, or to become
                  liable for the payment  of, any Tax except such Tax  resulting
                  from the transactions contemplated hereby;

                           (v)  cause  any of the  assets  owned  by Buyer to be
                  reassessed  or  revalued  by any  taxing  authority  or  other
                  Governmental Body;



                                       22
<PAGE>

                           (vi)  contravene,  conflict  with,  or  result  in  a
                  violation  or breach of any  provision  of, or give any Person
                  the right to declare a default or exercise  any remedy  under,
                  or to accelerate the maturity or performance of, or to cancel,
                  terminate, or modify, any Contract; or

                           (vii)  result in the  imposition  or  creation of any
                  Encumbrance upon or with respect to any of the assets owned or
                  used by Buyer.

Except as set forth in  Schedule  4.2,  Buyer is not and will not be required to
obtain any Consent from any Person in connection with the execution and delivery
of this Agreement or the  consummation or performance of any of the Contemplated
Transactions.

         4.3  Capitalization.  100,000,000  common shares,  per value $.001,  of
Buyer are authorized,  with 21,670,769  shares currently issued and outstanding,
which  includes  10,267,840  shares  to be  issued  to  holders  of  outstanding
exchangeable shares  ("Exchangeable  Shares") on a one-to-one basis. Such common
shares and Exchangeable  Shares  constitute (and at the Closing will constitute)
all of the outstanding  equity securities of Buyer. No Person has any preemptive
rights or rights of first  refusal by reason of the issuance of the Maxus Shares
pursuant to this Agreement. The Maxus Shares, when issued in compliance with the
provisions  of  this  Agreement,   will  be  validly  issued,   fully  paid  and
nonassessable and will be free of any liens or Encumbrances;  provided, however,
that the Maxus Shares will be subject to  restrictions  on transfer  under state
and/or federal securities laws. Except as set forth Schedule 4.3 and as provided
in  this  Agreement,  there  are  (and  as of the  Closing  Date  there  will be
outstanding) (i) no shares of capital stock,  shares or other voting  securities
of Buyer,  (ii) no  securities of Buyer  convertible  into or  exchangeable  for
shares of capital stock,  shares or other voting  securities of Buyer,  (iii) no
options or other rights to acquire  from Buyer,  and no  obligation  of Buyer to
issue or sell, any shares of capital stock, shares or other voting securities of
Buyer or any  securities  of Buyer  convertible  into or  exchangeable  for such
capital stock, shares or voting securities,  provided, however, that Buyer plans
to implement a Stock Option Plan  (herein so called),  with a maximum  number of
common  shares to be issued  under such Stock Option Plan on an annual basis not
to exceed  10% of the  outstanding  common  shares of Buyer,  and (iv) no equity
equivalents,  interests in the ownership or earnings, or other similar rights of
or with  respect to Buyer.  There are (and as of the Closing Date there will be)
no outstanding obligations of Buyer to repurchase,  redeem, or otherwise acquire
any of the foregoing shares, shares,  securities,  options,  equity equivalents,
interests,  or rights.  Buyer is not a party to, and is not aware of, any voting
agreement,  voting trust,  or similar  agreement or arrangement  relating to any
class or series of its equity securities.

         4.4  Investment  Intent.  Buyer is acquiring the UDT Shares for its own
account and not with a view to their distribution  within the meaning of Section
2(11) of the Securities Act.

         4.5 Title to  Properties.  Buyer has good and  defensible  title to its
properties (except in cases in which failure to have such title would not have a
material  adverse  effect on Buyer)  and  assets  and has good  title to all its
leasehold  interests.  The  assets and  properties  owned or leased by Buyer are


                                       23
<PAGE>

sufficient  for the continued  conduct of Buyer's  business after the Closing in
substantially the same manner as conducted by Buyer prior to the Closing.

         4.6  Financial  Statements.  Buyer  has  delivered  to  Seller  audited
consolidated  balance  sheets of the Buyer as of December 31, 2003 (the "Buyer's
Balance  Sheet") and 2002,  and the  related  statements  of income,  changes in
stockholders' equity, and cash flow for each of such periods,  including in each
case the notes thereto.  Such financial  statements and notes fairly present the
financial  condition  and the results of  operations,  changes in  stockholders'
equity,  and cash  flow of the Buyer as at the  respective  dates of and for the
periods referred to in such financial  statements,  all in accordance with GAAP;
the financial  statements referred to in this Section 4.6 reflect the consistent
application  of such  accounting  principles  throughout  the periods  involved,
except as  disclosed  in the notes to such  financial  statements.  No financial
statements  of any Person other than Buyer is required by GAAP to be included in
the consolidated financial statements of Buyer.

         4.7 No  Material  Adverse  Change.  Since the date of  Buyer's  Balance
Sheet,  there has not been any (a)  material  adverse  change  in the  business,
operations,  properties,  prospects, assets, or condition of Buyer, and no event
has occurred or circumstance  exists that may result in such a material  adverse
change;  (b)  termination,  or  receipt  of  notice of  termination,  of any (i)
significant   customer  agreement  or  relationship  or  (ii)  any  Contract  or
transaction  involving  a  total  remaining  commitment  to  Buyer  of at  least
$20,000.00; or (c) material change in the accounting methods used by Buyer.

         4.8 Compliance with Legal Requirements; Governmental Authorizations.

                  (a)  Buyer  is  in   material   compliance   with  each  Legal
         Requirement  that is applicable to it or to the conduct or operation of
         its business or the ownership or use of any of its assets.

                  (b) No event has occurred or circumstance exists that (with or
         without  notice  or lapse of time)  (A) may  constitute  or result in a
         material  violation  by Buyer of, or a failure  on the part of Buyer to
         comply with,  any material Legal  Requirement,  or (B) may give rise to
         any obligation on the part of Buyer to undertake, or to bear all or any
         portion of the cost of, any material remedial action of any nature; and

                  (c) Buyer has not received  any notice or other  communication
         (whether  oral or  written)  from any  Governmental  Body or any  other
         Person  regarding  (A) any alleged  violation  of, or failure to comply
         with,  any  material  Legal  Requirement,  or (B) any actual,  alleged,
         possible, or potential obligation on the part of Buyer to undertake, or
         to bear all or any portion of the cost of, any material remedial action
         of any nature.

                  (d) Buyer has all  Governmental  Authorizations  necessary  to
         permit Buyer to lawfully conduct and operate its business in the manner
         it currently conducts and operates such business and to permit Buyer to
         own and use its  assets in the  manner in which it  currently  owns and
         uses such assets, and the same are in full force and effect.



                                       24
<PAGE>

         4.9 Legal Proceedings; Orders.

                  (a) Except as reflected in Schedule  4.9,  there is no pending
         Proceeding  (i) that has been  commenced  by or  against  Buyer or that
         otherwise  relates  to or  may  materially  and  adversely  affect  the
         business of, or any of the assets owned or used by, Buyer; or (ii) that
         challenges, or that may have the effect of preventing, delaying, making
         illegal,  or  otherwise  interfering  with,  any  of  the  Contemplated
         Transactions.  No such Proceeding has been Threatened, and no event has
         occurred  or  circumstance  exists  that may give rise to or serve as a
         basis for the commencement of any such Proceeding.

                  (b) Neither  Buyer nor any assets owned or controlled by Buyer
         are subject to any Order that could  prevent,  delay,  make  illegal or
         otherwise   interfere  with  the   consummation  of  the   Contemplated
         Transactions  or  interfere  with the  ability of Buyer to conduct  its
         business  as  currently  conducted,  or to  own or use  its  assets  as
         currently owned or used, after the Closing Date.

         4.10  Brokers  or  Finders.  Buyer and its  officers  and  agents  have
incurred no obligation or liability,  contingent or otherwise,  for brokerage or
finders' fees or agents' commissions or other similar payment in connection with
this Agreement and will indemnify and hold Seller harmless from any such payment
alleged to be due by or through  Buyer as a result of the action of Buyer or its
officers or agents.

         4.11 Insurance.  Buyer maintains with sound and reputable insurers, and
there are currently in full force and effect, policies of insurance with respect
to its assets and operations  against such casualties and  contingencies of such
types and in such amounts as are customary for companies of similar size engaged
in similar lines of business.  No notice of cancellation of, or indication of an
intention not to renew, any such policy has been received by Buyer.

         4.12 Environmental  Matters.  Buyer is in material compliance with, and
is  not  in  violation  of or  liable  under,  any  material  Legal  Requirement
pertaining  to the  production  or use,  possession,  discharge  or  release  of
hazardous or toxic materials or substances.

         4.13 Disclosure.

                  (a) No  representation  or warranty of Buyer in this Agreement
         omits to state a material fact necessary to make the statements herein,
         in light of the circumstances in which they were made, not misleading.

                  (b)  There  is no  fact  known  to  Buyer  that  has  specific
         application   to  Buyer  (other  than  general   economic  or  industry
         conditions) and that materially adversely affects the assets, business,
         prospects,  financial condition, or results of operations of Buyer that
         has not been set forth in this Agreement.

5.       COVENANTS OF SELLERS PRIOR TO CLOSING DATE

         5.1 Access and  Investigation.  Between the date of this  Agreement and
the  Closing   Date,   Seller   will,   and  will  cause  the  Company  and  its
Representatives  to, (a)  afford  Buyer and its  Representatives  (collectively,
"Buyer's Advisors") full and free access to the Company's personnel, properties,



                                       25
<PAGE>

contracts,  books and records,  and other  documents and data, (b) furnish Buyer
and Buyer's Advisors with copies of all such contracts,  books and records,  and
other  existing  documents  and data as Buyer may  reasonably  request,  and (c)
furnish Buyer and Buyer's  Advisors with such additional  financial,  operating,
and other data and information as Buyer may reasonably request.

         5.2 Operation of the Business of the Company.  Between the date of this
Agreement and the Closing Date, Seller will, and will cause the Company to:

                  (a) conduct the  business of the Company  only in the Ordinary
         Course of Business;

                  (b) use its  Best  Efforts  to  preserve  intact  the  current
         business  organization  of the Company,  keep available the services of
         the  current  officers,  employees,  and  agents  of the  Company,  and
         maintain  the  relations  and  good  will  with  suppliers,  customers,
         landlords,  creditors,  employees,  agents,  and others having business
         relationships with the Company;

                  (c) confer  with  Buyer  concerning  operational  matters of a
         material nature; and

                  (d) otherwise  report  periodically  to Buyer  concerning  the
         status of the business, operations, and finances of the Company.

         5.3 Negative Covenant.  Except as otherwise expressly permitted by this
Agreement,  between the date of this Agreement and the Closing Date, Seller will
not, and will cause the Company not to, without the prior consent of Buyer, take
any affirmative  action,  or fail to take any reasonable  action within their or
its control, as a result of which any of the changes or events listed in Section
3.14 is likely to occur.

         5.4 Required  Approvals.  As promptly as practicable  after the date of
this  Agreement,  Seller  will,  and will cause the Company to, make all filings
required by Legal  Requirements  to be made by them in order to  consummate  the
Contemplated  Transactions.  Between the date of this  Agreement and the Closing
Date,  Seller will, and will cause the Company to, (a) cooperate with Buyer with
respect  to all  filings  that  Buyer  elects  to make or is  required  by Legal
Requirements to make in connection with the Contemplated  Transactions,  and (b)
cooperate with Buyer in obtaining all consents identified in Schedule 4.2.

         5.5  Notification.  Between the date of this  Agreement and the Closing
Date,  Seller  will  promptly  notify  Buyer in writing if Seller or the Company
becomes  aware of any fact or condition  that causes or  constitutes a Breach of
any of Seller's representations and warranties as of the date of this Agreement,
or if Seller or the Company  becomes aware of the  occurrence  after the date of
this  Agreement  of any  fact or  condition  that  would  (except  as  expressly
contemplated  by this  Agreement)  cause  or  constitute  a  Breach  of any such
representation  or warranty had such  representation or warranty been made as of
the time of occurrence  or discovery of such fact or condition.  During the same
period, Seller will promptly notify Buyer of the occurrence of any Breach of any
covenant of Seller in this Section 5 or of the  occurrence of any event that may
make the satisfaction of the conditions in Section 7 impossible or unlikely.



                                       26
<PAGE>

         5.6 Payment of  Indebtedness  by Related  Persons.  Except as expressly
provided  in this  Agreement,  Seller  will cause all  indebtedness  owed to the
Company  by Seller or any  Related  Person of Seller to be paid in full prior to
Closing.

         5.7 No  Negotiation.  Until such time,  if any,  as this  Agreement  is
terminated  pursuant to Section 9,  Seller will not,  and will cause the Company
and its  Representatives not to, directly or indirectly  solicit,  initiate,  or
encourage any inquiries or proposals from,  discuss or negotiate  with,  provide
any  non-public  information  to, or  consider  the  merits  of any  unsolicited
inquiries  or  proposals  from,  any Person  (other than Buyer)  relating to any
transaction  involving  the sale of the  business  or assets  (other than in the
Ordinary Course of Business) of the Company,  or any of the capital stock of the
Company,  or  any  merger,  consolidation,   business  combination,  or  similar
transaction involving the Company.

         5.8 Best  Efforts.  Between the date of this  Agreement and the Closing
Date,  Seller will use its Best Efforts to cause the  conditions in Section 7 to
be satisfied.

6.       COVENANTS OF BUYER PRIOR TO CLOSING DATE

         6.1 Approval of Governmental  Bodies.  As promptly as practicable after
the date of this  Agreement,  Buyer  will,  and will cause  each of its  Related
Persons to, make all filings  required by Legal  Requirements to be made by them
to consummate the Contemplated Transactions.  Between the date of this Agreement
and the Closing  Date,  Buyer will,  and will cause each Related  Person to, (i)
cooperate with Seller and the Company with respect to all filings that Seller or
the  Company  elects to make or is  required  by Legal  Requirements  to make in
connection with the Contemplated Transactions, and (ii) cooperate with Seller in
obtaining all consents identified in Schedule 3.2.

         6.2 Access and  Investigation.  Between the date of this  Agreement and
the Closing Date, Buyer will, and will cause its  Representatives to, (a) afford
Seller and his  Representatives  full and free access to the Buyer's  personnel,
properties,  contracts,  books and records,  and other  documents and data,  (b)
furnish Seller and his Representatives with copies of all such contracts,  books
and records,  and other  existing  documents  and data as Seller may  reasonably
request,  and (c) furnish Seller and his  Representatives  with such  additional
financial,  operating,  and other data and  information as Seller may reasonably
request.

         6.3  Notification.  Between the date of this  Agreement and the Closing
Date, Buyer will promptly notify Seller in writing if Buyer becomes aware of any
fact or  condition  that  causes  or  constitutes  a  Breach  of any of  Buyer's
representations  and  warranties as of the date of this  Agreement,  or if Buyer
becomes aware of the occurrence  after the date of this Agreement of any fact or
condition that would (except as expressly  contemplated by this Agreement) cause
or  constitute  a  Breach  of any  such  representation  or  warranty  had  such
representation  or warranty  been made as of the time of occurrence or discovery
of such fact or condition.  During the same period,  Buyer will promptly  notify
Seller of the  occurrence of any Breach of any covenant of Buyer in this Section
6 or of the  occurrence  of any  event  that may make  the  satisfaction  of the
conditions in Section 8 impossible or unlikely.

         6.4 Best  Efforts.  Between the date of this  Agreement and the Closing
Date, Buyer will use its Best Efforts to cause the conditions in Section 8 to be
satisfied.



                                       27
<PAGE>

7.       CONDITIONS PRECEDENT TO BUYER'S OBLIGATION TO CLOSE

         Buyer's  obligation to acquire the UDT Shares in exchange for the Maxus
Shares  and to take  the  other  actions  required  to be  taken by Buyer at the
Closing is subject to the satisfaction,  at or prior to the Closing,  of each of
the following  conditions  (any of which may be waived by Buyer,  in whole or in
part):

         7.1 Accuracy of Representations.

                  (a) All of Seller's  representations  and  warranties  in this
         Agreement (considered collectively),  and each of these representations
         and warranties  (considered  individually),  must have been accurate in
         all  material  respects as of the date of this  Agreement,  and must be
         accurate in all material  respects as of the Closing Date as if made on
         the Closing Date.

                  (b)  Each  of  Seller's   representations  and  warranties  in
         Sections  3.3,  3.4,  3.11,  and 3.24 must have  been  accurate  in all
         respects as of the date of this Agreement,  and must be accurate in all
         respects as of the Closing Date as if made on the Closing Date.

         7.2 Seller's Performance.

                  (a) All of the  covenants  and  obligations  that  Sellers are
         required to perform or to comply with pursuant to this  Agreement at or
         prior  to the  Closing  (considered  collectively),  and  each of these
         covenants and  obligations  (considered  individually),  must have been
         duly performed and complied with in all material respects.

                  (b) Each document required to be delivered pursuant to Section
         2.3(a) must have been  delivered,  and each of the other  covenants and
         obligations  in  Sections  5.3 and 5.7 must  have  been  performed  and
         complied with in all respects.

         7.3  Consents.  Each of the  Consents  identified  in Schedule  3.2 and
Schedule 4.2 must have been obtained and must be in full force and effect.

         7.4 Additional Documents.

         Each of the following documents must have been delivered to Buyer:

                  (a) An opinion  of Lee  International  IP & Law Group,  Korean
         counsel, dated the Closing Date, in the form of Schedule 7.4(a);

                  (b) Such other  documents as Buyer may reasonably  request for
         the  purpose  of  (i)  evidencing  the  accuracy  of  any  of  Seller's
         representations  and  warranties  (ii)  evidencing  the  performance by
         Seller of, or  compliance  by Seller with,  any covenant or  obligation
         required to be performed or complied with by Seller,  (iii)  evidencing
         the  satisfaction  of any  condition  referred to in Section 7, or (iv)
         otherwise  facilitating  the  consummation or performance of any of the
         Contemplated Transactions.

         7.5 No Proceedings.  Since the date of this  Agreement,  there must not
have  been  commenced  or  Threatened  against  Buyer,  or  against  any  Person
affiliated with Buyer, any Proceeding (a) involving any challenge to, or seeking



                                       28
<PAGE>

damages  or  other  relief  in  connection   with,   any  of  the   Contemplated
Transactions,  or (b) that may have the effect of preventing,  delaying,  making
illegal, or otherwise interfering with any of the Contemplated Transactions.

         7.6 No Claim Regarding Stock Ownership or Sale Proceeds. There must not
have been made or Threatened by any Person any claim  asserting that such Person
(a) is the holder or the beneficial  owner of, or has the right to acquire or to
obtain  beneficial  ownership of, any stock of, or any other voting,  equity, or
ownership  interest in the Company,  or (b) is entitled to all or any portion of
the consideration payable for the UDT Shares.

         7.7 No Prohibition. Neither the consummation nor the performance of any
of the Contemplated  Transactions will,  directly or indirectly (with or without
notice or lapse of time), materially contravene,  or conflict with, or result in
a material  violation of, or cause Buyer or any Person  affiliated with Buyer to
suffer  any  material  adverse  consequence  under,  (a)  any  applicable  Legal
Requirement  or  Order,  or (b) any  Legal  Requirement  or Order  that has been
published, introduced, or otherwise proposed by or before any Governmental Body.

8.       CONDITIONS PRECEDENT TO SELLERS' OBLIGATION TO CLOSE

         Seller's  obligation  to transfer  the UDT Shares in  exchange  for the
Maxus Shares and to take the other actions required to be taken by Seller at the
Closing is subject to the satisfaction,  at or prior to the Closing,  of each of
the following  conditions (any of which may be waived by Seller,  in whole or in
part):

         8.1 Accuracy of Representations.

                  (a) All of  Buyer's  representations  and  warranties  in this
         Agreement (considered collectively),  and each of these representations
         and warranties  (considered  individually),  must have been accurate in
         all  material  respects  as of the date of this  Agreement  and must be
         accurate in all material  respects as of the Closing Date as if made on
         the Closing Date.

                  (b) Each of Buyer's representations and warranties in Sections
         4.3,  4.4,  4.6,  4.7,  4.13 and 4.14 must have  been  accurate  in all
         respects as of the date of this Agreement,  and must be accurate in all
         respects as of the Closing Date as if made on the Closing Date.

         8.2 Buyer's Performance.

                  (a)  All  of the  covenants  and  obligations  that  Buyer  is
         required to perform or to comply with pursuant to this  Agreement at or
         prior  to the  Closing  (considered  collectively),  and  each of these
         covenants and  obligations  (considered  individually),  must have been
         performed and complied with in all material respects.

                  (b) Buyer must have  delivered or caused to be delivered  each
         of the documents  required to be delivered by Buyer pursuant to Section
         2.3(b) and each of the other  covenants and obligations in Sections 6.1
         and 6.4 must have been performed and complied with in all respects.



                                       29
<PAGE>

         8.3  Consents.  Each of the  Consents  identified  in Schedule  3.2 and
Schedule 4.2 must have been obtained and must be in full force and effect.

         8.4 No Proceedings.  Since the date of this  Agreement,  there must not
have been  commenced  or  Threatened  against  Seller,  or  against  any  Person
affiliated  with Seller,  any  Proceeding  (a)  involving  any  challenge to, or
seeking  damages or other relief in  connection  with,  any of the  Contemplated
Transactions,  or (b) that may have the effect of preventing,  delaying,  making
illegal, or otherwise interfering with any of the Contemplated Transactions.

         8.5 No Claim Regarding Stock  Ownership.  There must not have been made
or Threatened by any Person any claim  asserting that such Person is entitled to
all or any portion of the Maxus Shares.

         8.6 No Prohibition. Neither the consummation nor the performance of any
of the Contemplated  Transactions will,  directly or indirectly (with or without
notice or lapse of time), materially contravene,  or conflict with, or result in
a material violation of, or cause Seller or any Person affiliated with Seller to
suffer  any  material  adverse  consequence  under,  (a)  any  applicable  Legal
Requirement  or  Order,  or (b) any  Legal  Requirement  or Order  that has been
published, introduced, or otherwise proposed by or before any Governmental Body.

         8.7 No Injunction. There must not be in effect any Legal Requirement or
any  injunction or other Order that (a) prohibits the transfer of the UDT Shares
by Seller to Buyer, and (b) has been adopted or issued,  or has otherwise become
effective, since the date of this Agreement.

9.       TERMINATION

         9.1 Termination Events. This Agreement may, by notice given prior to or
at the Closing, be terminated:

                  (a) by  either  Buyer or Seller  if a  material  Breach of any
         provision of this  Agreement has been  committed by the other party and
         such Breach has not been waived;

                  (b) (i) by Buyer if any of the conditions in Section 7 has not
         been  satisfied  as of the Closing  Date or if  satisfaction  of such a
         condition is or becomes  impossible  (other than through the failure of
         Buyer to comply with its  obligations  under this  Agreement) and Buyer
         has not waived such condition on or before the Closing Date; or (ii) by
         Seller, if any of the conditions in Section 8 has not been satisfied as
         of the  Closing  Date  or if  satisfaction  of such a  condition  is or
         becomes  impossible (other than through the failure of Seller to comply
         with his  obligations  under this  Agreement) and Seller has not waived
         such condition on or before the Closing Date;

                  (c) by mutual consent of Buyer and Seller; or

                  (d) either  Buyer or Seller if the  Closing  has not  occurred
         (other than through the failure of any party seeking to terminate  this
         Agreement to comply fully with its obligations under this Agreement) on
         or before the date set forth in  Section  2.2 hereof or such later date
         as the parties may agree upon.



                                       30
<PAGE>

         9.2 Effect of  Termination.  Each party's  right of  termination  under
Section 9.1 is in addition to any other rights it may have under this  Agreement
or otherwise, and the exercise of a right of termination will not be an election
of  remedies.  If this  Agreement  is  terminated  pursuant to Section  9.1, all
further  obligations of the parties under this Agreement will terminate,  except
that the obligations in Sections 11.1 and 11.3 will survive; provided,  however,
that if this  Agreement is  terminated  by a party  because of the Breach of the
Agreement  by the other  party or because one or more of the  conditions  to the
terminating  party's  obligations  under this  Agreement  is not  satisfied as a
result of the other party's  failure to comply with its  obligations  under this
Agreement,  the  terminating  party's  right to pursue all legal  remedies  will
survive such termination unimpaired.

10.      INDEMNIFICATION; REMEDIES

         10.1 Survival;  Right to Indemnification not Affected by Knowledge. All
representations,  warranties,  covenants, and obligations in this Agreement, the
certificates  delivered  pursuant to Section  2.3(a)(v) and 2.3(b)(ii),  and any
other certificate or document  delivered pursuant to this Agreement will survive
the Closing for the  applicable  period set forth in Section 10.5.  The right to
indemnification,   payment   of   Damages   or  other   remedy   based  on  such
representations,  warranties, covenants, and obligations will not be affected by
any  investigation  conducted  with  respect to, or any  Knowledge  acquired (or
capable of being  acquired) at any time,  whether  before or after the execution
and delivery of this Agreement or the Closing Date, with respect to the accuracy
or  inaccuracy  of  or  compliance  with,  any  such  representation,  warranty,
covenant,  or obligation.  The waiver of any condition  based on the accuracy of
any representation or warranty,  or on the performance of or compliance with any
covenant or obligation, will not affect the right to indemnification, payment of
Damages, or other remedy based on such representations,  warranties,  covenants,
and obligations,  unless otherwise  expressly stated in writing at the time such
waiver is granted.

         10.2  Indemnification  and  Payment of Damages by Seller.  Seller  will
indemnify  and  hold   harmless   Buyer,   the  Company  and  their   respective
Representatives,    stockholders,    controlling    persons,    and   Affiliates
(collectively,  "Buyer Indemnified  Persons") from and against,  and will pay to
Buyer Indemnified Persons the amount of, any loss,  liability,  claim, damage or
expense (including costs of investigation and defense and reasonable  attorneys'
fees) whether or not involving a third-party  claim  asserted  against,  imposed
upon or  incurred  by  them  (collectively,  "Damages"),  arising,  directly  or
indirectly, from or in connection with:

                  (a) any  Breach  of any  representation  or  warranty  made by
         Seller in this Agreement or any other certificate or document delivered
         by Seller pursuant to this Agreement;

                  (b) any  Breach  of any  representation  or  warranty  made by
         Seller in this  Agreement as if such  representation  or warranty  were
         made on and as of the Closing Date;

                  (c) any  Breach by Seller of any  covenant  or  obligation  of
         Seller in this Agreement;



                                       31
<PAGE>

                  (d) any claim by any Person for  brokerage or finder's fees or
         commissions   or  similar   payments   based  upon  any   agreement  or
         understanding  alleged to have been made by any such Person with Seller
         or the Company  (or any Person  acting on their  behalf) in  connection
         with any of the Contemplated Transactions; or

                  (e) any claim by Seller  pertaining to any Excluded Matter (as
         defined in each Seller's  Release) or any Pre-Closing Claim (as defined
         in Section 11.11).

The  remedies  provided  in  this  Section  10.2  will be the  exclusive  remedy
available to Buyer or the other of Buyer Indemnified Persons with respect to the
matters covered hereby.

         10.3 Classification of Damages.

                  (a) Damages for which  Sellers are liable shall be  classified
         into the following two (2)  categories:  (i) "Class 1 Seller  Damages,"
         which shall include any Damages arising,  directly or indirectly,  from
         or in connection with (A) any actual fraud by Seller; (B) any Breach of
         any  representation or warranty of which Seller had actual knowledge at
         any  time on or  prior to the  date on  which  such  representation  or
         warranty  was  made;  or (C) any  intentional  Breach  by Seller of any
         covenant or obligation to be performed  prior to the Closing Date;  and
         (ii) "Class 2 Seller Damages," which shall include all other matters to
         which any Buyer Indemnified  Person is entitled to indemnity under this
         Agreement.  In no event  shall  Seller be  responsible  or  liable  for
         special,  consequential  or other  incidental  damages or lost profits,
         except  arising  out of a Breach of a  representation  or  warranty  in
         Section 3.3, 3.14(f), 3.15(a), 3.19, 3.21 or 3.22.

                  (b) Damages for which Buyer is liable shall be classified into
         two  categories:  (i) "Class 1 Buyer  Damages," which shall include any
         Damages arising, directly or indirectly, from or in connection with (A)
         any  actual  fraud by Buyer;  (B) any Breach of any  representation  or
         warranty of which Buyer had actual  knowledge  at any time prior to the
         date on which such  representation  or  warranty  was made;  or (C) any
         intentional  breach  by  Buyer  of any  covenant  or  obligation  to be
         performed  prior to the Closing Date; and (ii) "Class 2 Buyer Damages,"
         which  shall  include  all other  matters to which  Seller  Indemnified
         Person is entitled to indemnity under this Agreement. In no event shall
         Buyer be responsible or liable for punitive, special,  consequential or
         other incidental damages or lost profits.

         10.4  Indemnification  and  Payment  of  Damages  by Buyer.  Buyer will
indemnify  and  hold  harmless  Seller  and his  heirs,  executors  and  assigns
(collectively,  "Seller Indemnified  Persons") from and against, and will pay to
Seller  Indemnified  Persons  the amount of any  Damages  arising,  directly  or
indirectly,  from or in connection  with (a) any material Breach of any material
representation or warranty made by Buyer in this Agreement or in any certificate
or document  delivered  by Buyer  pursuant to this  Agreement,  (b) any material
Breach of any  representation  or warranty made by Buyer in this Agreement as if
such representation or warranty were made on and as of the Closing Date, (c) any
material Breach by Buyer of any material covenant or obligation of Buyer in this
Agreement,  or (d) any claim by any Person for  brokerage  or  finder's  fees or
commissions  or similar  payments  based  upon any  agreement  or  understanding
alleged to have been made by such Person with Buyer (or any Person acting on its
behalf) in connection with any of the Contemplated Transactions.



                                       32
<PAGE>

         10.5 Time  Limitations.  If the  Closing  occurs,  Seller  will have no
liability (for  indemnification or otherwise) with respect to any representation
or warranty,  or covenant or  obligation to be performed and complied with prior
to the Closing Date,  other than those in Sections 3.3, 3.10,  3.12,  3.17, 3.21
and 3.22 or for Class 1 Seller  Damages,  unless on or before June 30,  2005,  ,
Buyer notifies  Seller of a claim  specifying the factual basis of that claim in
reasonable  detail to the extent  then known by Buyer.  If the  Closing  occurs,
Buyer will have no liability (for  indemnification or otherwise) with respect to
any  representation  or warranty,  or covenant or obligation to be performed and
complied  with prior to the  Closing  Date,  other than those in Section  4.3 or
Class 1 Buyer Damages,  unless on or before June 30, 2005, Seller notifies Buyer
of a claim  specifying  the factual basis of that claim in reasonable  detail to
the extent then known by Seller.

         10.6 Procedure for Indemnification.

                  (a)  Promptly  after  receipt by an  indemnified  party  under
         Section  10.2 or 10.4 of notice  delivered in  accordance  with Section
         10.5 of the commencement of any Proceeding against it, such indemnified
         party  will,  if a claim is to be made  against an  indemnifying  party
         under  such  Section,  give  notice  to the  indemnifying  party of the
         commencement  of  such  Proceeding,  but  the  failure  to  notify  the
         indemnifying  party  will not  relieve  the  indemnifying  party of any
         liability  that it may have to any  indemnified  party,  except  to the
         extent that the  indemnifying  party  demonstrates  that the defense of
         such action is prejudiced by the  indemnified  party's  failure to give
         such notice.

                  (b)  If any  Proceeding  referred  to in  Section  10.6(a)  is
         brought  against  an  indemnified  party  and it  gives  notice  to the
         indemnifying  party  of  the  commencement  of  such  Proceeding,   the
         indemnifying  party will,  unless the claim involves Taxes, be entitled
         to  participate  in such  Proceeding  and, to the extent that it wishes
         (unless (i) the  indemnifying  party is also a party to such Proceeding
         and  the  indemnified   party  determines  in  good  faith  that  joint
         representation  would be inappropriate,  or (ii) the indemnifying party
         fails to provide  reasonable  assurance to the indemnified party of its
         financial    capacity   to   defend   such   Proceeding   and   provide
         indemnification with respect to such Proceeding), to assume the defense
         of  such  Proceeding  with  counsel  reasonably   satisfactory  to  the
         indemnified party and, after notice from the indemnifying  party to the
         indemnified  party  of its  election  to  assume  the  defense  of such
         Proceeding,  the indemnifying  party will not, as long as it diligently
         conducts such defense,  be liable to the  indemnified  party under this
         Section  10 for any fees of other  counsel or any other  expenses  with
         respect to the defense of such Proceeding,  in each case,  subsequently
         incurred by the  indemnified  party in  connection  with the defense of
         such Proceeding,  other than reasonable costs of investigation.  If the
         indemnifying party assumes the defense of a Proceeding,  (i) it will be
         conclusively established for purposes of this Agreement that the claims
         made  in that  Proceeding  are  within  the  scope  of and  subject  to
         indemnification; (ii) no compromise or settlement of such claims may be
         effected by the  indemnifying  party  without the  indemnified  party's
         consent (which may not be unreasonably withheld) unless (A) there is no
         finding or admission  of any  violation  of Legal  Requirements  or any
         violation of the rights of any Person and no effect on any other claims
         that may be made against the indemnified party, and (B) the sole relief
         provided is monetary  damages that are paid in full by the indemnifying
         party;  and (iii) the  indemnified  party will have no  liability  with
         respect to any compromise or settlement of such claims effected without
         its  consent  (which may not be  unreasonably  withheld).  If notice is



                                       33
<PAGE>

         given to an  indemnifying  party of the  commencement of any Proceeding
         and the  indemnifying  party  does  not,  within  ten  days  after  the
         indemnified  party's  notice is given,  give notice to the  indemnified
         party of its  election  to assume the defense of such  Proceeding,  the
         indemnifying  party  will be  bound by any  determination  made in such
         Proceeding or any compromise or settlement  effected by the indemnified
         party.

                  (c)  Notwithstanding  the foregoing,  if an indemnified  party
         determines in good faith that there is a reasonable  probability that a
         Proceeding may adversely  affect it or its  Affiliates  other than as a
         result  of  monetary   damages  for  which  it  would  be  entitled  to
         indemnification  under this Agreement,  the  indemnified  party may, by
         notice to the indemnifying party, assume the exclusive right to defend,
         compromise, or settle such Proceeding,  but the indemnifying party will
         not be bound by any  determination  made in a Proceeding so defended or
         by any compromise or settlement effected without its consent (which may
         not be unreasonably withheld).

                  (d) Each party  hereto  hereby  consents to the  non-exclusive
         jurisdiction  of any court in which a Proceeding is brought against any
         indemnified  party for purposes of any claim that an indemnified  party
         may have under this  Agreement  with respect to such  Proceeding or the
         matters  alleged  therein,  and agrees  that  process  may be served on
         either party with respect to such a claim anywhere in the world.

         10.7  Procedure  for  Indemnification  -  Other  Claims.  A  claim  for
indemnification for any matter not involving a third-party claim may be asserted
by notice to the party from whom indemnification is sought.

         10.8 Additional Limitations.  The obligations of the parties under this
Section 10 shall be subject to the following limitations:

                  (a) Seller shall not have any  liability  for  indemnification
         with  respect to the  matters set forth in clause (a) or (b) of Section
         10.2 (except to the extent such  liability  constitutes  Class 1 Seller
         Damages)  until  the total  amount  of  damages  exceed  $100,000  (the
         "Threshold Amount"), and then Seller shall be liable for all Damages of
         Buyer  in  excess  of  the  Threshold  Amount  (subject  to  the  other
         limitations  set  forth  herein).  The  limitations  set  forth in this
         Section 10.8(a) will not apply to any Class 1 Damages.

                  (b) Buyer will not have any liability for indemnification with
         respect to the matters  set forth in clause (a) or (b) of Section  10.4
         (except to the extent such liability constitutes Class 1 Buyer Damages)
         until the total amount of Damages with respect to such matters  exceeds
         the Threshold Amount, and then Buyer shall be liable for all Damages of
         the  Sellers in excess of the  Threshold  Amount  (subject to the other
         limitations set forth herein).  The limitations of this Section 10.8(b)
         will not apply to any Class 1 Buyer Damages.

                  (c) The amount of Damages  required to be paid by any party to
         indemnify any other party or parties  pursuant to this Section 10 shall
         be  reduced  to the  extent of any  amounts  actually  received  by the
         indemnified  party or parties  after the Closing  Date  pursuant to the
         terms of any insurance policies with respect to such Damages.


                                       34
<PAGE>

                  (d) The maximum liability of Seller for Class 2 Seller Damages
         shall be  limited to  $500,000;  provided  that  after  Seller has paid
         Damages in excess of  $100,000  in cash,  Seller may elect,  in lieu of
         paying any additional Class 2 Seller Damages, to return to Buyer all of
         the Maxus Shares  received by Seller under this  Agreement,  upon which
         Seller's  liability  for any  additional  Class 2 Seller  Damages shall
         terminate. Nothing contained herein shall limit the ability of Buyer to
         recover Class 1 Seller Damages (in cash) from Seller.

                  (e)  Buyer's  liability  for Class 2 Buyer  Damages to Sellers
         shall not exceed $200,000 in the aggregate.  Nothing  contained  herein
         shall limit the ability of Seller to recover  Class 1 Buyer Damages (in
         cash) from Buyer.

11.      GENERAL PROVISIONS

         11.1  Expenses.   Except  as  otherwise   expressly  provided  in  this
Agreement,  each  party to this  Agreement  will  bear its  respective  expenses
incurred in connection with the preparation,  execution, and performance of this
Agreement and the Contemplated Transactions,  including all fees and expenses of
agents,  representatives,  counsel,  and  accountants.  Upon termination of this
Agreement,  the obligation of each party to pay its own expenses will be subject
to any rights of such party  arising from a breach of this  Agreement by another
party.

         11.2 Public Announcements. Any public announcement or similar publicity
with respect to this Agreement or the Contemplated  Transactions will be issued,
if at all,  at such  time  and in such  manner  as the  parties  hereto  jointly
determine.  Unless  consented  to by each party hereto in advance or required by
Legal  Requirements,  prior to the  Closing,  each party  hereto shall keep this
Agreement  strictly  confidential  and  may  not  make  any  disclosure  of this
Agreement  to any Person other than its  Representatives.  Seller and Buyer will
consult with each other  concerning the means by which the Company's  employees,
customers,  and  suppliers  and  others,  except the  Company's  Representatives
assisting in the closing of the Contemplated Transactions,  having dealings with
the Company will be informed of the  Contemplated  Transactions,  and Buyer will
have the right to be present for any such communication.

         11.3  Confidentiality.  Between  the  date  of this  Agreement  and the
Closing Date,  Buyer and Seller will maintain in confidence,  and will cause the
directors, officers, employees, agents, and advisors of Buyer and the Company to
maintain in  confidence,  any written,  oral, or other  information  obtained in
confidence  from another party or the Company in connection  with this Agreement
or the Contemplated  Transactions,  unless (a) such information is already known
to such  party  or to  others  not  bound by a duty of  confidentiality  or such
information  becomes publicly  available through no fault of such party, (b) the
use of such  information  is  necessary  in making any filing or  obtaining  any
consent  or  approval   required  for  the   consummation  of  the  Contemplated
Transactions,  or (c) the  furnishing or use of such  information is required by
law or court order. If the Contemplated  Transactions are not consummated,  each
party will  return or destroy all  documents  and other  written and  electronic
information,  except to the extent  that the other party  otherwise  consents in
writing.

         11.4 Notices. All notices, consents,  waivers, and other communications
under this  Agreement  must be in  writing  and will be deemed to have been duly
given when (a) delivered by hand (with  written  confirmation  of receipt),  (b)



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<PAGE>

sent by telecopier (with written confirmation of transmission),  provided that a
copy is  mailed  by  registered  mail,  return  receipt  requested,  or (c) when
received by the addressee, if sent by a nationally recognized overnight delivery
service  (receipt  requested),  in each case to the  appropriate  addresses  and
telecopier  numbers set forth below (or to such other  addresses and  telecopier
numbers as a party may designate by notice to the other party):

         Seller:

                  Pyeng Jin Kim
                  Sunggok-dong 689-11, Ansan City
                  Gyunggi-do, Korea
                  Fax:+82 31 432 4061

         Buyer:

                  Mr. David Smith
                  Maxus Technology Corporation
                  18300 Sutter
                  Boulevard Morgan Hill, California 95037
                  Fax:

         11.5 Jurisdiction; Service of Process. Any action or proceeding seeking
to enforce any provision  of, based on any right arising out of, this  Agreement
may be brought  against any of the parties in the federal or state courts of the
State  of  California,  County  of Santa  Clara,  or,  if it has or can  acquire
jurisdiction,  in the  applicable  United Stated  District Court for the city of
Santa Clara, California, and each of the parties consents to the jurisdiction of
such  courts  (and of the  appropriate  appellate  courts) in any such action or
proceeding and waives any objection to venue laid therein. Process in any action
or proceeding  referred to in the preceding  sentence may be served on any party
anywhere in the world.  For the purpose of  receiving  service of process in any
such  instance,  Seller hereby  appoints CT  Corporation  System as its agent to
receive  process if any action is brought  against  Seller in such  courts,  and
agrees to keep such appointment  valid and in effect until the expiration of two
years after the Closing (and the fees for such  representation  shall be paid in
advance through the closing procedures.

         11.6 Further  Assurance.  The parties agree (a) to furnish upon request
to each other such further information, (b) to execute and deliver to each other
such other documents, and (c) to do such other acts and things, all as the other
party may reasonably  request for the purpose of carrying out the intent of this
Agreement and the documents referred to in this Agreement.

         11.7 Waiver.  The rights and remedies of the parties to this  Agreement
are  cumulative  and not  alternative.  Neither the failure nor any delay by any
party in exercising any right,  power,  or privilege under this Agreement or the
documents  referred to in this Agreement will operate as a waiver of such right,
power, or privilege, and no single or partial exercise of any such right, power,
or privilege will preclude any other or further  exercise of such right,  power,
or privilege or the exercise of any other right,  power,  or  privilege.  To the
maximum extent permitted by applicable law, (a) no claim or right arising out of
this Agreement or the documents  referred to in this Agreement can be discharged
by one party,  in whole or in part, by a waiver or  renunciation of the claim or
right  unless in writing  signed by the other  party;  (b) no waiver that may be


                                       36
<PAGE>

given by a party will be applicable except in the specific instance for which it
is given;  and (c) no  notice  to or demand on one party  will be deemed to be a
waiver of any  obligation of such party or of the right of the party giving such
notice or demand to take further  action without notice or demand as provided in
this Agreement or the documents referred to in this Agreement.

         11.8 Entire Agreement and Modification.  This Agreement  supersedes all
prior  agreements  between  the  parties  with  respect  to its  subject  matter
(including  the Letter of Intent  between  Buyer and the  Company  dated May 12,
2004) and constitutes (along with the documents referred to in this Agreement) a
complete  and  exclusive  statement  of the terms of the  agreement  between the
parties with respect to its subject  matter.  This  Agreement may not be amended
except by a written  agreement  executed  by the  party to be  charged  with the
amendment.

         11.9 Schedules.  The disclosures in the Schedules hereto, each of which
is  incorporated  into this  Agreement by this reference and made a part hereof,
relate only to the representations and warranties in the Agreement to which they
expressly relate and other Schedules.

         11.10 Assignments, Successors, and No Third-Party Rights. Neither party
may assign any of its rights under this  Agreement  without the prior consent of
the other party.  Subject to the preceding  sentence,  this Agreement will apply
to, be binding in all respects  upon, and inure to the benefit of the successors
and permitted  assigns of the parties.  Nothing expressed or referred to in this
Agreement  will be  construed  to give any Person other than the parties to this
Agreement any legal or equitable right,  remedy,  or claim under or with respect
to this Agreement or any provision of this Agreement.  This Agreement and all of
its  provisions  and  conditions  are for the sole and exclusive  benefit of the
parties to this Agreement and their successors and assigns.

         11.11 Survival of Indemnity Rights. Until the second anniversary of the
Closing Date,  Buyer shall cause the Company and its  successors  (including any
Person  with or into which the  Company  may merge or  consolidate,  or that may
acquire the Company or all or substantially  all of its assets or properties) to
indemnify and hold harmless Seller against all judgments,  penalties  (including
excise and similar taxes),  fines,  settlements and reasonable expenses that may
be suffered or incurred by, or imposed  upon,  Seller to the extent (a) that the
same are based upon, or arise out of or in connection with,  Seller's service as
a  director,  officer or employee  of the  Company or any acts or  omissions  of
Seller in his  capacity as such a  director,  officer or employee on or prior to
the Closing Date (collectively,  "Pre-Closing Claims"), and (b) that the Company
is currently required or permitted to provide such  indemnification  pursuant to
the Company's  Organizational  Documents  (including  provisions relating to the
advancement of expenses) and the laws of the Republic of Korea,  notwithstanding
any subsequent  modification  or  termination of any such law or  Organizational
Document,  and  regardless  of whether  such  Pre-Closing  Claim is  asserted or
claimed  prior  to, on or after the  Closing  Date.  Buyer  shall  cause  proper
provision to be made in any merger,  consolidation  or acquisition  agreement to
which the Company may  hereafter  be a party or pursuant to which the Company or
its  securities,  assets or properties may hereafter be acquired,  to the extent
necessary to give effect to the purposes of this Section 11.11,  and Buyer shall
not permit any such  transaction  to occur  unless and until such  provision  is
made.  Nothing  herein shall be deemed to limit or impair any rights that Seller
has under  this  Agreement  or may  have,  under  the  Company's  Organizational
Documents or otherwise,  with respect to his service as an officer,  director or
employee  of the Company or any other  Person  after the  Closing  Date.  Seller
acknowledges  and agrees that any payment  made by Buyer,  the Company or any of
their  successors for  Pre-Closing  claims shall  constitute  claims of or which
Buyer shall be entitled to seek  indemnification from Seller pursuant to Section
10.2(e),  and nothing contained herein shall diminish any liability of Seller to
any Buyer Indemnified Person hereunder.


                                       37
<PAGE>

         11.12 Severability.  If any provision of this Agreement is held invalid
or unenforceable by any court of competent jurisdiction, the other provisions of
this  Agreement  will remain in full force and  effect.  Any  provision  of this
Agreement  held invalid or  unenforceable  only in part or degree will remain in
full force and effect to the extent not held invalid or unenforceable.

         11.13 Section Headings;  Construction. The headings of Sections in this
Agreement are provided for convenience only and will not affect its construction
or  interpretation.  All  references  to  "Section" or  "Sections"  refer to the
corresponding  Section or  Sections  of this  Agreement.  All words used in this
Agreement will be construed to be of such gender or number as the  circumstances
require.  Unless  otherwise  expressly  provided,  the word "including" does not
limit the preceding words or terms.

         11.14 Time of Essence.  With  regard to all dates and time  periods set
forth or referred to in this Agreement, time is of the essence.

         11.15 Governing Law. This Agreement will be governed by the laws of the
State of California as if it were to be wholly performed within such State.

         11.16  Counterparts.  This  Agreement  may be  executed  in one or more
counterparts,  each of  which  will be  deemed  to be an  original  copy of this
Agreement and all of which,  when taken  together,  will be deemed to constitute
one and the same agreement.



                             SIGNATURE PAGES FOLLOW















                                       38
<PAGE>

         IN WITNESS  WHEREOF,  the parties  have  executed  and  delivered  this
Agreement as of the date first written-above.

                                             BUYER
                                             -----

                                             MAXUS TECHNOLOGY CORPORATION,
                                             a Delaware corporation



                                             By: /s/ Michele Whatmore, President
                                             Title


                                             SELLER
                                             ------



                                             /s/ Kim Pyeng Jin
                                                 Kim Pyeng Jin












                                       39


</TEXT>
</DOCUMENT>
