SHARE PURCHASE AGREEMENT

(1)

WIND RIVER SYSTEMS, INC. , a corporation organized and existing under the laws of Delaware with its registered office located at 500 Wind River Way, Alameda, California, U.S.A. 94501 (“ Purchaser ”);

(2)

MIZI RESEARCH, INC. , a corporation organized and existing under the laws of Korea with its registered office located at 9/F Sambo B/D, 88, Samsung-dong, Kangnam-gu, Seoul, 135-090, Korea (the “ Company ”);

(3)

YOUNG-JIN, SEO , a Korean national having an address at                         (the “ Seller Representative ”);

(4)

INNOVALUE CAPITAL, INC., a corporation organized and existing under the laws of the British Virgin Islands with its registered office located at                         (“ Innovalue ”);

(5)

KB INVESTMENT CO., LTD., a corporation organized and existing under the laws of Korea with its registered office located at                         (“ KB ”);

(6)

SUNG-HO WANG , a Korean national having an address at                         ;

(7)

JOON JO , a Korean national having an address at                         ;

(8)

MYONG-KIE LEE , a Korean national having an address at                         ; and

(9)

CHI-DEOK HWANG , a Korean national having an address at                         .

1.

Definitions

1.1

Certain Defined Terms . For purposes of this Agreement, the following terms shall have the following respective meanings:

1.2

Index of Other Defined Terms . The following terms shall have the meanings given to such terms in the Sections set forth opposite such terms below:

2.

Share and Purchase of Sale Shares

2.1

Sale of Sale Shares . Subject to the terms and conditions set forth in this Agreement and in reliance on the representations, warranties, undertakings, indemnities and agreements set forth in this Agreement, at the Closing (as defined below), each Seller hereby agrees to sell, transfer and deliver to Purchaser the number of Sale Shares set forth opposite the name of such Seller in Schedule 2.1 , free and clear of all Encumbrances, and Purchaser agrees to purchase such Sale Shares from Sellers.

2.2

Purchase Price . Subject to (i) the withholding of any applicable withholding taxes at the Closing in accordance with Section 2.3 below and (ii) the withholding of applicable escrow amounts from Escrow Sellers at the Closing in accordance with Section 3.2 below, the purchase price for each Sale Share sold and purchased at the Closing shall be the amount in cash in US dollars equal to the Per Share Purchase Price (as defined below), with the aggregate Per Share Purchase Price to be paid to each Seller and the aggregate escrow amount to be deducted from Escrow Sellers being rounded to the nearest whole cent.

(i)

“ Aggregate Purchase Price ” shall be $16,000,000;

(ii)

“ Outstanding Shares ” shall be the number of Shares outstanding at the Closing, which shall be 4,000,000; and

(iii)

“ Per Share Purchase Price ” shall be the amount equal to the Aggregate Purchase Price divided by the Outstanding Shares.

2.3

Withholding Taxes . The Purchaser shall be entitled to deduct and withhold from any amount payable pursuant to this Agreement such amounts as may be required to be deducted or withheld therefrom under any applicable provision of any Korean, U.S. or other foreign law or under any applicable legal or tax requirement. To the extent such amounts are so deducted or withheld, such amounts shall be treated for all purposes under this Agreement as having been paid to the Person to whom such amounts would otherwise have been paid. The Parties agree that the Purchaser will withhold from the applicable Per Share Purchase Price payable to Innovalue (i) securities transaction tax in the amount of 0.5% of the applicable aggregate Per Share Purchase Price and (ii) capital gains tax in the amount of 11% of the applicable aggregate Per Share Purchase Price or 27.5% of the actual capital gains realized by Innovalue, whichever is less, according to information to be provided by Innovalue.

3.

Closing

3.1

Time and Place . The consummation of the sale and purchase of the Sale Shares contemplated hereby (the “ Closing ”) shall take place at the law office of Kim & Chang located at Northgate B/D, 66 Juksun-Dong, Chongro-ku, Seoul, Korea (or at such other place as the parties hereto may mutually agree), on the date (the “ Closing Date ”) that is the later of (i) October 1, 2008 and (ii) the third Business Day following the satisfaction or waiver of the conditions set forth in Section 4.1 and Section 4.2.

3.2

Escrow . Prior to the Closing, the Purchaser and the Seller Representative, on behalf of all Escrow Sellers, shall enter into an Escrow Agreement substantially in the form of Exhibit C attached hereto (the “ Escrow Agreement ”) with the Korea Exchange Bank or such other commercial bank as the Purchaser and the Seller Representative may agree as escrow agent (the “ Escrow Agent ”). At the Closing, an amount equivalent to USD 1,785,360 (One Million Seven Hundred Eighty Five Thousand Three Hundred Sixty Dollars) which equals the total of 21.40% of the aggregate purchase price payable to the Seller Representative prior to any withholdings, 20% of the aggregate purchase price payable to Sung-Ho Wang prior to any withholdings and 10% of the aggregate purchase price payable to each of Innovalue and KB prior to any withholdings (the “ Escrow Amount ”) shall be deposited by the Purchaser in an escrow account established and maintained in accordance with the Escrow Agreement (“ Escrow Account ”) for satisfaction of any claims arising in relation to the indemnities set forth in Article 9 of this Agreement. The Purchaser shall be entitled to deduct from any payments due to an Escrow Seller at the Closing pursuant to this Agreement the following amounts: 21.40% of the aggregate purchase price payable to the Seller Representative prior to any withholdings, 20% of the aggregate purchase price payable to Sung-Ho Wang prior to any withholdings and 10% of the aggregate purchase price payable to each of Innovalue and KB prior to any withholdings. The Escrow Amount shall be held in the Escrow Account for the 2-year period following the Closing Date, unless released, in whole or in part, in accordance with the Escrow Agreement during such 2-year period. For the avoidance of doubt, the parties hereto acknowledge that in the event of any conflict between the terms of this Agreement and the Escrow Agreement, the terms of the Escrow Agreement will prevail.

3.3

Payment at Closing . At the Closing, the Purchaser shall pay the aggregate Per Share Purchase Price for all of the Sale Shares, net of the Escrow Amount and any applicable withholding taxes, by wire transfer of immediately available funds to two separate accounts as follows:

(a)

All Sellers except Innovalue: The Purchaser shall pay the aggregate Per Share Purchase Price in US Dollars, net of the applicable portion of the Escrow Amount and any applicable withholding taxes, for all of the Sale Shares being sold by all of the Sellers except Innovalue to the bank account at the Escrow Agent designated by the Seller Representative in writing at least three (3) Business days prior to the Closing Date. The Seller Representative shall arrange for such funds to be converted into Korean Won at the applicable exchange rate and shall disburse to each Seller and to each other shareholder who has signed a Short-Form SPA the amount of funds to which each such Seller or other shareholder is entitled pursuant to this Agreement or a Short-Form SPA with respect to the Shares sold by such Seller or other shareholder as converted into Korean Won; and

(b)

Innovalue: The Purchaser shall pay the aggregate Per Share Purchase Price in US Dollars, net of the applicable portion of the Escrow Amount and any applicable withholding taxes, for all of the Sale Shares being sold by Innovalue to the bank account designated by Innovalue in writing at least three (3) Business Days prior to the Closing Date.

3.4

Closing Actions of Sellers . At the Closing, Sellers shall deliver or cause to be delivered, to Purchaser, the following:

(a)

certificates of non-issuance of share certificates with respect to the Sale Shares and any other documentation required under applicable Laws to transfer to Purchaser good and valid title and all rights to, and all interest in, the Sale Shares free and clear of any and all Encumbrances and to enable Purchaser to be registered as the holder thereof;

(b)

the resignation letters of each registered director and the statutory auditor of the Company whose names are set forth in Schedule 3.4(b) whose resignation shall be effective as of the Closing Date;

(c)

an appropriate W-9 form for U.S. tax identification number certification or a W-8 form for non-resident alien certification;

(e)

a copy of the Escrow Agreement executed by the Seller Representative on behalf of all Escrow Sellers;

(f)

a certificate, dated the Closing Date, signed by the representative director of the Company, certifying that the conditions set forth in Section 4.2 have been fulfilled or waived; and

(g)

a duly executed receipt evidencing the receipt of the Purchase Price.

3.5

Closing Actions of Purchaser . At the Closing:

(a)

the Purchaser shall pay for the Sale Shares in accordance with Section 3.3.

(b)

the Purchaser shall deliver or cause to be delivered to the Escrow Agent the Escrow Amount to be held by the Escrow Agent in accordance with the terms of the Escrow Agreement; and

(c)

the Purchaser shall deliver or cause to be delivered to the Seller Representative a duly executed receipt evidencing the receipt of the Sale Shares.

4.

Conditions Precedent to the Closing

4.1

Conditions to Obligations of Sellers and the Company . The obligations of Sellers to sell the Sale Shares and to take the other actions required to be taken by Sellers at the Closing and the obligations of the Company under this Agreement, in each case, is subject to the satisfaction, at or prior to the Closing, of each of the following conditions (any of which may be waived in whole or in part by the Seller Representative on behalf of the Company and the Sellers):

(a)

Representation and Warranties . The representations and warranties of Purchaser set forth in Article 5 shall be true and correct in all material respects as of the Effective Date and as of the Closing Date as if made on and as of the Closing Date (or, with respect to representations and warranties that are given as of a specific date, as of such date).

(b)

Performance . Purchaser shall have performed, or complied with, in all material respects all of its respective obligations, covenants, agreements and conditions required under this Agreement to be performed by it, or complied with, on or prior to the Closing Date.

(c)

Government Approvals . All Government Approvals necessary for the transactions contemplated under this Agreement shall have been obtained and be in full force and effect.

4.2

Conditions to Obligations of Purchaser . The obligations of Purchaser to purchase the Sale Shares and to take the other actions required to be taken by Purchaser 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 Purchaser, in whole or in part):

(a)

Representation and Warranties . The representations and warranties of each of Sellers and the Company set forth in Article 6 and Article 7, respectively, shall be true and correct in all material respects as of the Effective Date and as of the Closing Date as if made on and as of the Closing Date (or, with respect to representations and warranties that are given as of a specific date, as of such date).

(b)

Performance . Each of Sellers and the Company shall have performed, or complied with, in all material respects all of its respective obligations, covenants, agreements and conditions required under this Agreement to be performed by it, or complied with, on or prior to the Closing Date.

(c)

Government Approvals . All Government Approvals necessary for the transactions contemplated under this Agreement shall have been obtained and be in full force and effect.

(d)

Minimum Share Transfer . At the Closing, the Seller Representative shall have procured and delivered to Purchaser all Short-Form SPAs signed by all or some of the other shareholders of the Company and other documents required thereunder to sell the Shares owned by them, which shall, together with the Sale Shares, constitute at least 95% of the total issued and outstanding shares of the Company.

(e)

Consents and Waivers . The Company shall have obtained any and all consents and waivers from third parties that are required under any agreement entered into by the Company for consummation of the transactions contemplated by this Agreement.

(f)

Key Employees . All Key Employees are continuously employed by the Company as of the Closing Date and at least 90% of the Company’s employees as of the Effective Date are continuously employed by the Company as of the Closing Date and have signed the Proprietary Rights Agreement in the form agreed between Purchaser and the Company. The Company’s representative director and the other Key Employees shall have entered into the agreements with the Company contemplated by Section 8.7 below.

(g)

Legal Opinion . Purchaser shall have received from the Company’s legal counsel an executed legal opinion, in the form attached hereto as Exhibit D.

(h)

No Material Adverse Effect . No event, change or occurrence shall have occurred, which, individually or in the aggregate with any other events, changes or occurrences has or could reasonably be expected to have a material adverse effect on the business, financial condition, results of operation or prospects of the Company or on the ability of the Company or the Sellers to perform their obligations hereunder (hereinafter, “ Material Adverse Effect ”).

(i)

Escrow Agreement . The Escrow Agreement shall have been signed by the Escrow Agent and the Seller Representative on behalf of all of the Escrow Sellers.

(j)

Pay-Off Letter from IBK . Industrial Bank of Korea (“ IBK ”) shall have delivered to the Purchaser and the Company a signed “pay-off” letter in the form attached hereto as Exhibit E, pursuant to which: (i) IBK certifies as to the aggregate amount owed by the Company to IBK as of immediately prior to the Closing (the “ Pay-off Amount ”) under all financing agreements between the Company and IBK (“ IBK Loan Agreements ”), which amount shall not be greater than KRW 1,152,000,000; and (ii) IBK agrees that, among other things, upon the payment of the Pay-off Amount by the Purchaser to IBK immediately following the Closing, IBK will release all security interests or other encumbrances on assets of the Company and all IBK Loan Agreements will terminate.

(k)

Amendment of Rules of Employment . The Company shall have convened a meeting of the employees to discuss the amendments to the Company’s Rules of Employment agreed between the Company and the Purchaser and at least a majority of the employees of the Company shall have consented to such amendments in accordance with relevant Law and regulations.

(l)

Audit of Company Financial Statements . The Company shall have complied with its obligations under Section 8.9 and (i) the Purchaser shall be reasonably satisfied with the status of the pending audit contemplated by Section 8.9, (ii) the independent accounting firm retained in accordance with Section 8.9 shall have completed its audit of the balance sheet of the Company as of July 31, 2008 in accordance with U.S. GAAP and (iii) the independent accounting firm retained in accordance with Section 8.9 shall have completed its review of the Company’s compliance with the U.S. Foreign Corrupt Practices Act (“ FCPA ”) and the Purchaser shall be reasonably satisfied with the result of the FCPA review, provided, however, that the Purchaser may not rely upon this condition set forth in this paragraph (l) if the failure of this condition to be satisfied is primarily attributable to the action or inaction of the Purchaser.

(m)

Agreement with Joon Jo . In connection with Joon Jo’s resignation as an employee of the Company, the Company shall have caused Joon Jo to sign an agreement substantially in the form of Exhibit F attached hereto.

5.

Representations and Warranties of Purchaser

5.1

Organization . Purchaser is duly organized and validly existing under the laws of its jurisdiction of incorporation and has all requisite power and authority necessary to conduct its business as it is presently being conducted.

5.2

Authorization and Enforceability . Purchaser has all requisite corporate power and authority necessary to execute, deliver and perform its obligations under this Agreement, and any other documents to be executed by it pursuant to or in connection with this Agreement. The execution and delivery of this Agreement have been duly authorized by all necessary corporate action on the part of Purchaser. This Agreement has been duly executed and delivered by Purchaser and constitutes its valid and binding obligation, enforceable against it in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar laws relating to or affecting creditors’ rights generally and by general principles of equity.

5.3

No Conflict . The execution, delivery and performance of this Agreement will not (a) violate any provision of Purchaser’s articles of incorporation or other constitutional documents (b) violate any Law or Government Approval applicable to Purchaser or (c) violate or conflict with, or constitute (with due notice or lapse of time or both) a default under, any agreement or instrument to which it is a party or by which it is bound.

5.4

No Proceeding . There is no Proceeding pending against Purchaser or, to the Knowledge of Purchaser, threatened against Purchaser, at law or in equity, that may have the effect of preventing, delaying, making illegal or otherwise interfering with, any of the transactions contemplated by this Agreement.

6.

Representations and Warranties of Sellers

6.1

Organization . If such Seller is not a natural person, such Seller is duly organized and validly existing under the laws of its jurisdiction of incorporation and has requisite power and authority necessary to conduct its business as it is presently being conducted and to own, sell and transfer its respective portion of the Sale Shares.

6.2

Authorization and Enforceability . Such Seller has all requisite corporate or individual power and authority necessary to execute, deliver and perform its obligations under this Agreement, and any other documents to be executed by it pursuant to or in connection with this Agreement. If such Seller is not a natural person, the execution and delivery of, and consummation of all of the transactions contemplated under, this Agreement have been duly authorized by all necessary corporate action on the part of such Seller. This Agreement has been duly executed and delivered by such Seller and constitutes its valid and binding obligation, enforceable against it in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar Laws relating to or affecting creditors’ rights generally and by general principles of equity.

6.3

Ownership of Shares . Such Seller has good and marketable title to, the full beneficial interest in and the legal right and power to sell and deliver, the number of Sale Shares set forth opposite the name of such Seller in Schedule 2.1 , free and clear of all Encumbrances. Such Sale Shares are duly authorized and validly issued, fully paid and non-assessable. Upon consummation of the share purchase transaction contemplated under this Agreement, Purchaser will acquire from such Seller good and marketable title to such Sale Shares with all rights and entitlements as the owner and holder thereof free and clear of all Encumbrances.

6.4

No Conflict . The execution and delivery of, and the consummation of transactions contemplated by, this Agreement will not (a) if such Seller is not a natural person, violate any provision of the articles of incorporation or other constitutional documents of such Seller, (b) violate any Law or Government Approval applicable to such Seller, or (c) violate or conflict with, or constitute (with due notice or lapse of time or both) a default under, any agreement or instrument to which such Seller is a party or by which it is bound.

6.5

Government Approval . No Government Approval is or will be necessary for the valid execution, delivery and performance by such Seller of this Agreement or the consummation by such Seller of the transactions contemplated by this Agreement.

6.6

No Proceeding . There is no Proceeding pending against such Seller or, to the Knowledge of such Seller, threatened against such Seller, at law or in equity, that may have the effect of preventing, delaying, making illegal or otherwise interfering with, any of the transactions contemplated by this Agreement.

6.7

Non-US Citizen or Resident . Each Seller is a citizen of Korea (other than Innovalue) and is not a citizen of the United States or a resident of the United States within the meaning of the income tax treaty between Korea and the United States.

7.

Representations and Warranties of the Company

7.1

Organization . The Company is duly incorporated and validly existing under the Laws of Korea and has all necessary corporate power and authority to conduct its business as it is presently being conducted and to own and use the assets and properties that it purports to own and use.

7.2

Authorization and Enforceability . The Company has all requisite corporate power and authority necessary to execute, deliver and perform its obligations under this Agreement. The execution and delivery of, and consummation of all of the transactions contemplated under, this Agreement have been duly authorized by all necessary corporate action on the part of the Company. This Agreement has been duly executed and delivered by the Company and constitutes valid and binding obligation of the Company, enforceable against it in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar laws relating to or affecting creditors’ rights generally and by general principles of equity.

7.3

No Conflict . The execution, delivery and performance of this Agreement and the consummation of any of the transactions contemplated hereby do not: (a) contravene, conflict with, or result in a violation of any provision of the Articles of Incorporation or other constitutional or governing documents of the Company, (b) contravene, conflict with, or result in a violation of, any Law or Government Approval applicable to the Company or any of the assets owned or used by the Company or (c) violate, conflict with, result in any breach of, constitute a default (or event which with the giving of notice or lapse of time, or both, would become a default) under, require any consent under, or give to others any rights of terminatio