Revenue Share Agreement

DATED May 18, 2005


ICURIE LAB HOLDINGS LIMITED


and


CHL INVESTMENT PARTNERSHIP


and


HANSEN GRAY & COMPANY, INC


REVENUE SHARE AGREEMENT


TAYLOR WESSING
Carmelite
50 Victoria Embankment
Blackfriars
London EC4Y 0DX


Tel +44 (0)20 7300 7000
Fax +44 (0)20 7300 7100
DX 41 London


Ref: SXW/MXR


INDEX


CLAUSE NO. PAGE NO. 1. DEFINITIONS AND INTERPRETATION................................................................ 1 2. PROVISION OF FINANCIAL INFORMATION............................................................ 3 3. REVENUE SHARE................................................................................. 3 4. TERMINATION................................................................................... 3 5. NOTICES AND OTHER COMMUNICATIONS.............................................................. 3 6. ASSIGNMENT.................................................................................... 5 7. NO SET-OFF.................................................................................... 5 8. ENTIRE AGREEMENT.............................................................................. 5 9. GENERAL....................................................................................... 6 10. GOVERNING LAW AND JURISDICTION................................................................ 6


THIS AGREEMENT is made on May 18, 2005


BETWEEN


(1) ICURIE LAB HOLDINGS LIMITED (registered in England and Wales under number
05075133) the registered office of which is at 12 Plumtree Court, London
EC4A 4HT (the "COMPANY");


(2) CHL INVESTMENT PARTNERSHIP the principal place of business of which is at
475-1 Gwachundong, Gwachun Shi, Gyeong Gi Do, Korea, 427-080 ("CHL"); and


(3) HANSEN GRAY & COMPANY, INC. the principal place of business which is at
3875 Johns Creek Parkway, Suite A, Suwanee, Georgia, 30024, United States
("HG").


INTRODUCTION


(A) Since the Company's incorporation on 16 March 2004 and subsequent
investment by HG on 16 March 2004, HG and CHL have worked to expand the
Company's business and develop certain cooling technology.


(B) On May 18, 2005, the shareholders of the Company unanimously agreed that
each of CHL and HG should have the right to receive certain payments in
accordance with the terms and conditions set out in this agreement.


AGREED TERMS


1. DEFINITIONS AND INTERPRETATION


1.1 Definitions


In this agreement including the introduction, capitalised terms used, have
the meaning set out below:


"ACCOUNTS" means the audited accounts of the Company for a Financial
Period;


"BUSINESS" means the business of the Company as carried on at today's
date;


"BUSINESS DAY" means a day other than a day that is a Saturday, Sunday or
public holiday in England;


"COMPANIES ACT" means the Companies Act 1985;


"COMMENCEMENT DATE" means today's date;


"CUMULATIVE REVENUE" means the aggregate of all revenue received by the
Company after the date of this agreement in respect of the Business;


"FINANCIAL PERIOD" - means an accounting period as defined in the
Companies Act;


"FIRST QUALIFYING PERIOD" means the first Financial Period ending after
the date of this agreement in which the Cumulative Revenue of Company is
at least equal to the Qualifying Revenue Amount;


"PAYMENTS" means any payments made to HG and CHL in accordance with the
terms of this agreement;


"QUALIFYING PERIODS" means the First Qualifying Period and/or any
Subsequent Qualifying Periods;


"QUALIFYING REVENUE AMOUNT" means US$25,000,000 (twenty five million US
dollars);


"SUBSEQUENT QUALIFYING PERIOD" means any Financial Period following the
First Qualifying Period;


"TAX" or "TAXATION" means any form of tax (including, but not limited to,
income tax required to be deducted or withheld or accounted for in respect
of any payment), levy, impost, duty, charge, contribution (including, but
not limited to, National Insurance contributions), deduction or
withholding whenever imposed, collected or assessed by, or payable to, a
Tax Authority and any penalty, charge, cost and interest included in or
relating to any of the above or to any obligation in respect of any of the
above;


"TAX AUTHORITY" means any government, state or municipality or any local,
state, federal or other fiscal, revenue, customs or excise authority, body
or official in the United Kingdom or elsewhere; and.


"TAXATION LIABILITY" " means the liability of the Company to make payments
of, or in respect of, Tax.


1.2 Interpretation


In this agreement:


(a) reference to:


(i) any statute or statutory provision includes a reference:


(A) to that statute or statutory provision as from time to
time consolidated, modified, re-enacted (with or without
modification) or replaced by any statute or statutory
provision; and


(B) any subordinate legislation made under the relevant
statutory provision;


(ii) the singular includes the plural and vice versa and any gender
includes other genders;


2


(iii) "THIS AGREEMENT" inc ...