KTB NETWORK Bldg. 8F, 826-14, Yoksam-Dong, Kangnam-Gu, Seoul, 135-080, Korea

1. Korea M&A Corporation Tel : 82-2-3466-1190 Fax : 82-2-3466-1182 http://www. kmna.co.kr http://www. koreamna.com E-mail : kmna@kmna.co.kr KTB NETWORK Bldg. 8F, 826-14, Yoksam-Dong, Kangnam-Gu, Seoul, 135-080, Korea

2. We invite our global clients to step into a variety of investment opportunities in Korea. It is the time that you should consider to take action and expand your business into Korea. We understand your concerns that investments in emerging markets are more complicated and riskier process. On the other hand, it could bring you more profits and give you the opportunities of a quantum leap. We will provide our profound experiences and know-how in the Korean local market for you to make the right decision. We are confident that integration of your executive decisions and our professional services will make the world of business more efficient. Bon Voyage! Yours sincerely, Jae-Ryun Kwon, CEO & President Greetings from the President

3. Introduction

4. Create wealth for our clients We put top priority on maximizing the benefit to the buyer and satisfaction to the seller. KM&A understands the critical nature of the corporate environment. To achieve the ideal results, we always try to clearly identify the buyers whose strategy and corporate culture match the characteristics of the sellers. Endeavor to build an efficient mergers & acquisitions market in Korea. We believe that M&A is the most efficient way for sellers who want to realize early-stage benefits from their achievements as well as for the buyers who want to cut down the cost and time when entering into new businesses, or expand their current businesses. As the pioneer and leader of the Korea’s M&A market, we have dedicated ourselves to develop the arena from its very early stage. KM&A started the history, and it still is writing. KM&A’s Mission

5. Korea M&A has been leady the M&A industry in Korea. since its foundation in 1995. With the top specialists of broad business areas, KM&A built the corner stone of the M&A transactions market in Korea. As the work performances show, KM&A has executed and completed M&A deals in variety ranges of companies and industries. Those transactions entitled us as the market dominator. KM&A has implemented advanced M&A services in the local M&A market and is enhancing the business into the global market. Our clients are our partners! KM&A - the Front Runner

6. What & How We Do

7. Our Services - Corporate Finance Strategic Financial Planning Mergers & Acquisitions Industry & corporate analysis Investment candidate search Investment target contact Corporate valuation Deal structuring Negotiation Deal closing Post closing activities Documentation assistance Government approval filing assistance Strategic Financial Planning Capital restructuring Private placement Equity participation Tender offer Corporate financing Project financing Strategic Investment Joint venture Partnership Strategic alliance Strategic Investment

8. Our Services - Business Advisory Corporate Management Consulting Corporate strategies consulting Feasibility consulting Legal advice Tax & accounting advice Corporate Management Consulting Corporate Restructuring Corporate Restructuring Corporate viability assessment Business restructuring Financial restructuring Human resources management

9. Our Principles - How We Do Professionalism KM&A’s talented professionals with in-depth management background evaluate each project profoundly in order to establish a mutual understanding of its objective and scope. Punctuality Our accumulated know-how enables us to provide prompt service with competence and integrity for both sellers and buyers. Prospective buyers and sellers are researched from our own large data base, extensive network, and a variety of outside sources.

10. Our Principles - How We Do Confidentiality We protect our clients in a discreet and highly confidential manner when conducting our services. We value confidentiality than getting a deal. Therefore, we wish to keep our reputation as a independent reliable advisor by keeping our standard. Credibility When a buyer buys a business, it buys a lot more. And mutual trust is indispensable for each transaction. As an intermediary, we are in a position to understand the objective as well as a project’s likelihood for success. We take our clients as our long-term business partners.

11. What We Have Done

12. What We’ve Done From 1995 to Present (Disclosed Deals Only)

13. What We’ve Done From 1995 to Present (Disclosed Deals Only)

14. What We’ve Done

15. People in Korea M&A Corporation

16. People in Korea M&A Corp. • Education : • KAIST (B.A. in Industrial Management) • Present : • Korea M&A CEO/ KTB Entertainment CEO/ 2gether 4ever Entertainment CEO/ • Internet & E-business Strategist/ Overall Supervisor of Internet business of KTB • Network • Experience: Jae-Ryun Kwon Chief director • Merger between Yes24 & Wowbook • Acquisition of Shin Sung’s stock by Nus Technology • Acquisition of Jung & Lee Co.’s stock by Hanbitnet • Equity disposal of Auction to E-BAY • Consulting on new investment & IPO offering of Auction • Internet business feasibility analysis & Investment strategy consulting • Management control defenses of KTB Network • In charge of the acquisition for KTB Network’s stock • Financial institutions’ A&D strategy consulting & feasibility analysis • Consulting on the merger of Internet Ventures • Consulting on Will-bes & Co.’s strategy on MS Technology At present, Mr. Kwon is a practical representative of Korea M&A Corp.. He has extensive and profound knowledge about Internet Business. He played an important role in acquiring Internet auction Co, Ltd. and KTB(Korea Technology Banking Corp.) in 1999.

17. People in Korea M&A Corp. • Education : • Hanyang University, Seoul (B.A. in Economics & computer science.) • Experience: Brian, Jung KICPA/AICPA/ Director • Market restructuning of internet book market by merging between Yes24 and Wowbook. • Acquisition of Shin Sung’s stock by Sonus Technology. • Acquisition of Jung & Lee Co.’s stock by Hanbitnet. • In charge of negotiation on final cost and management control • Delloitte consulting chief researcher • KPMG FIS. Seoul, Korea, Manager in M&A team • Leading of Court Receivership and Composition of local Company(Sammi steel Co., Daesang Construction, etc) • Equity disposal of Auction to E-BAY • ABS/NPL of Hanbit bank, Chohung, KAMCO, KEB, etc • Full in charge for M&A Daewoo electronics Workout, Due diligence of Central City, Ssangyoung Auto • Consulting on the development and implementation of internal control policies to adapt risk reduction recommendation (Sambo, Several Venture business, etc) • Auditing for automotive, finance, heavy industries such as Sammisteel Co., Daehan Paint and many foreign branches Mr. Jung specializes in corporate analysis and management planning.

18. People in Korea M&A Corp. • Education : • University of Chicago, Graduate School of Business, (MBA Finance,strategy) • University of California, Los Angeles • Experience: Robert Kim Director • Consult on heavy industry company with Operational Improvement • Develop Business forecast with valution for the huge size group corporation • Engaged in consulting of M&A deal amounting 10bil. won • Advise on restructuring plan and feasibility study of Life insurance company • Develop marketing strategy of the security corporation • Consult and develop business strategy of financial institute using SME • Business planning on internet communication company Philippine M&A can be a corporate strategy in 21th. In particular, It is needed to restructure corporate through the entry into the new industry such as IT. M&A is an efficient way to advance into the new industry in very short time.

19. People in Korea M&A Corp. Hyung-Su Yun • Education : • Yonsei University, Seoul (B.A. in Business Administration) • Washington University, Missouri (MBA) • Present: • 2gether 4ever Entertainment/KTB Entertainment CFO • Experience : Director • Samsung Corporation Natural Resources Division • LG Chemical Ltd. Finace Team • Acquisition of Dong Seo Express’s stock by Saehan Information Technology • Analysis on entertainment business feasibility Initial business consulting • Equity disposal of Auction to E-BAY • Consulting on new investment and IPO offering of Auction • Management control defenses for KTB Network • Financial institutions’ A&D strategy consulting & feasibility analysis Mr. Yun has specialized in Strategic financial planning, and corporate and industry analysis.

20. People in Korea M&A Corp. Do-Weon Kang • Education : Seoul National University (Majored in Law) complete Seoul National University (Majored in Law) • Experience : General Manager • LG fire & Marine Insurance Co., Ltd. • Merger between YES24 & Wowbook. • M&A of biotechnology and IT business. • Equity disposal of Auction to E-BAY • Analysis on entertainment business feasibility and its initial business consulting • Acquisition of Dong Seo Express’s stock by Saehan Information Technology • Analysis on prospective and direction of on-line bookstore • Management control defenses of KTB Network • Consulting on distribution company investment of on-line venture • Analysis on prospective and direction of B2B on-line market Mr. Kang specializes in deal structuring and corporate law.

21. People in Korea M&A Corp. Ha-Su Chung • Education : Yonsei University, Seoul (B.A. in Business Administration) • Experience : Deputy Manager • Hana Finance. Co., Ltd. • Seoul Securities Co., Ltd. • A&D of Manufactures • Analysis on entertainment business feasibility and initial business consulting • Marketability evaluation of Distribution industry • Equity disposal of Auction to E-BAY • Acquisition of Dong Seo Express’s stock by Saehan Information Technology • Management control defenses for KTB Network • Financial institutions’ A&D strategy consulting & feasibility analysis • Trading System Development of Securities Co. • Examination on corporation investment M&A is not a technic but an art. Because it should make something new beyond mixing simply all management skills. In this point, creative power is the most important quality of M&A specialist and realization of such a creative power is the key factor of successful M&A.

22. People in Korea M&A Corp. Sun-Ja Kim • Education : Dongkuk University, Seoul(B.A. in Business Administration) • Experience : KICPA/AICPA/ Deputy Manager • A member of outside advisor committee of KOTEC • Credit analyst in Technology Appraisal Center of KOTEC • Advisor of Korea & US joint Law Firm • Manager of Samil Accounting Corporation • Evaluation venture profitability and its technology for   listing in Angel club, IPO and M&A • Management control defense and implementing asset evaluation, investment strategy against Rothchild Co., an investment company in US • Corporate evaluation and due diligence, preparing Information Memorandum and reviewing tax and legal matters for the M&A deal • Consulting services on foreign capital inducement, accounting priciples and tax methods for multinational  company foundation and its operation •   Statutory audit based on Korean or US GAAP We pursuit globalization. Besides domestic companys, our target market is multinational companys all over the world.  For the M&A between the multinational company and  domestic company, strategy and knowledge different from in the case of performing an M&A only in domestic are needed.  We'll be your strategic partner for your company growth connecting it with another foregin company efficiently in a macro respective view.

23. People in Korea M&A Corp. Woong-Han • Education : KAIST (Majored in Physics). KAIST (Majored in Techno MBA-MIS) • Experience : DeputyManager • Strategic Executive of GFAN Co. • Director of the conference on Korea web expert • Strategic Executive of Segye Il Bo’s I-biz Center • Dongbu Han Nong e-business consulting • Equity disposal of H company(KOSDAQ) • Acquisition of Humanpia’s stock by Jobkorea • Part consulting of Core system(KOSDAQ) • Restructuring of Nubotek(KSE) Through driving forward the M&A in point of the future corporate strategy, we can secure the going concern of the corporate, and make the corporate vigorouse.

24. People in Korea M&A Corp. Byung-Hak Park • Education : B.A., Business Administration, Han Yang University, Seoul, Korea Member of Korean Institute of Certified Public Accountants (KICPA) Int’l Associate of American Institute of Certified Public Accountants (AICPA • Experience : KICPA/AICPA/ Deputy Manager • Ahnkwon & Co., Seoul, Korea • Seoul Fn Tech Partners & Co. • Haitai Group’s private composition procedures (debt-equity swap) as an advisor for preparation of composition plan (1998/1999) • Workout procedure of Hanvit Leasing & Finance Co., Ltd.(2000) • Workout procedure of ILDONG Pharmaceutical Co., Ltd(1999) • Selling Advisory Services for Kunyoung Corporation • M&A between Aluminum Korea(Aluko) and Daewoo Electronic Components Co.,LTD.(DECC)( Valuation and Due diligence in-charge)(2000) • Oriental Chemical Industries(OCI)’s take-over Korea Steel Chemical CO., LTD.(KOSCO) ( Valuation and Due diligence in-charge)(2000) He has participated in a number of private middle market restructuring transactions and statutory merger projects.

25. People in Korea M&A Corp. In-Young-Chung • Education : Seoul National University (Majored in Electrical Engineering) • Experience : • Analysis of IT industry • Industry analysis/Technological value analysis of corporation • Negotiation with unlisted corporation management • Review on prospective and direction of media convergence M&A can be a corporate strategy in 21th. In particular, It is needed to restructure corporate through the entry into the new industry such as IT. M&A is an efficient way to advance into the new industry in very short time.

26. Advisors of Korea M&A Corporation

27. Education : • Harvard Law School (LL.M.), Cambridge, MA • Korea University Graduate School of Law, Seoul (LL.M.) • Present : Will-bes & Co. CEO • Experience: • Equity disposal of Auction to E-BAY • Acquisition of Keo Pyong’s stock by Keo Pyong Group • Acquisition of Will-be’s stock • CEO and President of The Will-bes & Co. • Practiced Law at Thelen, Marrin, Johnson & Bridges (San Francisco, CA) • Practiced Law at Milbank, Tweed, Hadley & McCloy (New York, NY) • Exchange Professor at Harvard Law School • Practiced Law at Shin & Kim (Seoul) Advisors of Korea M&A Corp. Byung-Hyun Jun President, Attorney-at-law (Admitted to New York Bar) Mr. Jun has extensive knowledge and experience on legal and international business matters with an emphasis on corporate finance, M&A and securities transactions.

28. Advisors of Korea M&A Corp. Gwang-Ho Park • Education : • Yonsei University, Seoul (B.A. in Business Administration) • Present: Intizen CEO & President • Experience : Senior Vice President • Auditor of The Will-bes & Co., Ltd. • Auditor of Young Woo & Co. • Dongbu Group (Management Restructuring Team) • Acquisition of Will-bes & Co.’s stock • Equity disposal of Auction to E-BAY Mr. Park has years of experience in corporate finance specialized in fund arrangement and financing for M&A transactions.

29. Advisors of Korea M&A Corp. Kwang-Jae Lee • Education : • Korea University (B.A. in Business Administration) • KICPA/ M&A TAX Specialist • Experience : CPA / Director • Samil Accounting Corp. • Coopers & Lybrand Tokyo Office • Acquisition of Will-bes & Co.’s stock • Acquisition of MS Technology’s stock by Will-bes & Co. • Writings : • Taxation on Stock Transaction • Tax Implications regarding Capital Gain • Theory & Practice regarding Inheritance & Gift Tax As a tax accounting expert, Mr. Lee brings professional services to our clients. He is nationally recognized authority on tax accounting and published books on the subject in Korea.

30. Advisors of Korea M&A Corp. Joo-Ho Song • Education : • Yonsei University, Seoul (B.A. in Business Administration) • Experience : General Manager • Hyundai Marine & Fire Insurance • Acquisition of KTB Network’s stock by Will-bes & Co. • Acquisition of Will-bes & Co.’s stock • Acquisition of Keo Pyung fashion’s stock by Keo Pyung Group • Acquisition of MS Technology’s stock by Will-bes & Co. • He is the deal structuring and negotiation expert in M&A transactions.