Sample Business Contracts

Agreement for Subscription of New Stock - Growell Metal Inc. and Liquid Metal Technologies

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This Agreement has been signed on July 22, 2002 between Growell Metal Inc.
(hereafter "the company") having its address in 319-8 Kasan-dong, Kumchon-gu,
Seoul, Korea and Liquid Metal Technologies (hereafter "the subscriber") located
in 258000 Commercentre Dr. Suite 100 Lake Forest, CA 92630, USA.


Objective of this Agreement is to fix the right and obligation that will occur
between the concerned parties in the participation of the subscriber as
investor to the issuing of new stock to the third party, which will be executed
by the company, and to specify various matters regarding business operation of
the company after capital participation of the subscriber.


         1.       The company shall issue newly common stock for USD
                  $2,000,000, which is the investment amount by the subscriber,
                  according to this Agreement and shall make it available to
                  subscription of the subscriber, and the subscriber will
                  subscribe the said stock from the company.

         2.       Issuing value per share is estimated through arithmetic
                  averaging of one month average final value, one week average
                  final value and final value at the latest day for common
                  stock of the company transacted in the association brokerage
                  market by making the previous day before resolution date by
                  the board of directors for this paid-in capital increase, as
                  the starting point of reckoning. When the estimated value
                  exceeds the final value at the latest day, the final value at
                  the latest day shall be the issuing value.

         3.       Number of stock to be issued: The subscriber will exchange
                  USD $2,000,000 into Korean Won on or prior to the Closing
                  Date (as defined below), and number of stock to be issued is
                  fixed through calculation based on the issuing value
                  specified in the pervious item. But the amount for stock of
                  single digit number shall be returned.

         4.       The payment of the subscription money by the subscriber and
                  the issuance of the stock by the Company hereunder shall take
                  place on July 29, 2002 or any other date mutually agreed upon
                  by the parties


                  (hereafter called as the "Closing Date"). The company should
                  notify the subscriber of the detail paid-in account in
                  writing before three business days from the Closing Date.

         5.       The subscriber's subscription hereunder shall be subject to
                  obtaining all necessary or desirable government approvals,
                  clearances pre-clearances, acceptances and consents. For the
                  avoidance of doubt, in case any of such government approvals,
                  clearances pre-clearances, acceptances or consents is not
                  obtained, the subscriber shall not be obligated to carry out
                  any of its obligations hereunder.


The company states and guarantees matters in the following respective items as
of the signing date and Closing Date of this Agreement.

         1.       The company was founded lawfully pursuant to the laws of the
                  Republic of Korea, which is the company under effectively
                  continued existence. The company owns lawfully the assets of
                  the company, and operates the company business in accordance
                  with the related laws and regulations such as the commercial
                  law, and normal practice of commerce.

         2.       The company possesses all legal and actual rights required in
                  signing of this Agreement and in the performance of the
                  obligations pursuant to this Agreement.

         3.       Number of stock to be issued by the company is 16,500,000
                  shares of common stock, whose par value per share is the
                  amount of 500 Won, and other issue stock does not exist.
                  Moreover, the company assures that convertible bonds and
                  bonds with stock warrants do not exist.

         4.       Stock to be subscribed by the subscriber according to this
                  Agreement was issued lawfully and effectively. The said stock
                  should be delivered to the account to be designated by the
                  subscriber so that it can be transacted in KOSDAQ market
                  within 20days after the Closing Date.

         5.       Signing of this Agreement and issuing of new stock does not
                  violate laws or regulations, or other related laws and
                  ordinances, and it complies with the article of association
                  of the company. It does not bring about breach of contract or
                  other obligations for which the company is the concerned

         6.       Except the things that the company provides to the subscriber
                  in writing


                  or notify officially through the securities registration
                  statement, there is no sues, mediation or administrative
                  procedures, or other conflicts, which influence important
                  impact to the company business and are currently under way or
                  expected to occur.

         7.       All information and documents provided by the company to the
                  subscriber in connection with the transaction contemplated
                  hereunder are accurate and complete in all material respects.


The subscriber states and guarantees matters in the following respective items
as of the signing date and Closing Date of this Agreement.

         1.       The subscriber possesses all legal rights required in signing
                  and performance of this Agreement.

         2.       Obligations of the company by this Agreement are lawful and
                  effective, and they constitute legal obligations that can be
                  executed against the company.

         3.       The subscriber has taken actions required internally for
                  signing of this Agreement.

         4.       The subscriber does not violate the related laws and
                  ordinances in relation with the signing of this Agreement,
                  and does not conflict with the article of association of the
                  subscriber, and does not bring about the breach of contract
                  or default for which the subscriber is the concerned party.


         1.       The company operates the company business according to the
                  related laws and ordinances, and normal practice of commerce
                  until the Closing Date after signing of this Agreement. The
                  company should not be divided or should not be merged with
                  other companies, and major assets or business of the company
                  should not be sold off, and stock of the third party, whole
                  or important part of its business or asset should not be
                  bought or subscribed.

         2.       The company should not issue other new stock besides new
                  stock to be issued to the subscriber until the Closing Date
                  after signing of this Agreement.


         3.       The company shall not make technical manpower of the company
                  be retired against the will of the concerned employees or
                  transfer to other companies or institutions.


         1.       This Agreement is terminated in case of applying to one of
                  the following respective items.

                  (1)      By either party in case of mutual agreement between
                           the concerned parties

                  (2)      By either party when the other party materially
                           breaches its statement, guarantee or engagement
                           included in this Agreement

                  (3)      By either party when the closing of the transactions
                           contemplated hereunder is not made until Aug. 12,
                           2002 due to any cause beyond reasonable control by
                           the concerned parties

         2.       When this Agreement is terminated on account of item 1, this
                  Agreement shall become ineffective immediately after the
                  effective date of termination. But compensation for damage
                  and other liabilities or obligations that have occurred prior
                  to the termination date shall not be exempted.


For all disputes occurring pursuant to this Agreement, Seoul District Court
shall be a competent court.


This Agreement shall be ruled or interpreted according to the laws of the
Republic of Korea.


         1.       The subscriber shall have the right to invest an additional
                  amount of USD $2,000,000 within 6 months after the Closing
                  Date under the terms and conditions substantially identical
                  to those contained in this Agreement.

         2.       This Agreement and its affixed documents shall substitute all


                  statements, understandings and agreements conducted in oral
                  or writing between the concerned parties in connection with
                  the objective of this Agreement on the signing date of this

         3.       The concerned parties shall not transfer their rights and
                  obligations on this Agreement unless advanced written consent
                  is obtained from the other party.

         4.       This Agreement can be modified or revised only through the
                  documents signed in writing and duly by the concerned

To witness it, the concerned parties have signed this Agreement in the method
of signing and sealing this Agreement by representatives or the duly authorized
persons regarding the signing of agreement.

                                             July 22, 2002

/s/ Jeong Seo Park                           /s/ James Kang
---------------------------                  ----------------------------------
"The company"                                "The Subscriber"
Jeong Seo Park                               James Kang
Chairman of the board                        Chairman of the board
Growell Metal Inc.                           Liquidmetal Technologies
319-8 Kasan-dong, Kumchon-gu                 258000 Commercecentre Dr. Suite
Seoul, Korea                                 100 Lake Forest, Ca 92630