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EXHIBIT 10.28
SHARE TRANSFER AGREEMENT
This Agreement, dated February 28, 2004, is entered into among
the
following parties:
(1)
Liquidmetal Korea Co., Ltd., a company having its principal office
at
884, Uhyun Hansan Industrial Complex, Uhyun-ri, Chungbook-myun,
Pyungtaek City, Kyunggi Province, (hereinafter, the
"Transferor");
(2) Suh, Joo
Ho, an individual residing at 404-503 Hyundai 4-cha Apt.,
Hyosung 2-dong, Kyeyang-ku, Incheon City (hereinafter, the
"Transferee"); and
(3) Dongyang
Induction Co., Ltd., a company located at 223-580,
Seoknam-dong, Seo-gu, Incheon City (hereinafter, the
"Company").
RECITALS
The Transferor owns 7,800 common shares issued by the Company with
a
par value of W5,000 (hereinafter, the
"Transfer Shares"), and the Transfer
Shares comprise 51% of the Company's total
issued shares.
The Transferee is a shareholder who owns 49% of the Company's
total
issued shares and is the incumbent
Representative Director of the Company.
The Transferor and the Transferee agree as follows as the
Transferor
desires to transfer the Transfer Shares to
the Transferee and the Transferee
desires to acquire them.
Article 1 (Share Transfer)
The Transferor shall transfer the Transfer Shares to the Transferee
on
the closing date of this Agreement, and the
Transferee shall acquire them. The
transfer price shall be W96,000,000.
Because the Transferee has been in charge
of the Company management, the Transferor
does not make any representation or
warranties whatsoever relating to the
status of the Company in connection with
the transfer of the Transfer Shares.
Article 2 (Handling of Company's Claim
against Growell Metal Co., Ltd.)
(1) The
Company supplied certain products to Growell Metal in
accordance with the Vacuum Melting Furnace
and Pump System Supply Agreement and
the 50Kg VIM Simple Type
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Vacuum Melting Furnace Supply Agreement
entered into with Growell Metal on
October 19, 2002 (collectively, the
"Growell Supply Agreements"), and the
Company hereby confirms that the purchase
price for the foregoing products in
the amount of W184,950,000 (including VAT)
has not been paid by Growell Metal
yet.
(2) The
Company hereby confirms that (i) the Transferor currently
is in possession of the above products
supplied by the Company to Gr
