MEMORANDUM OF UNDERSTANDING

This Memorandum of Understanding ("MOU") made and entered into as of the 31 st day of
December, 2010 by and between

1. INOAC ELASTOMER CO., LTD.

a corporation duly organized and existing under the laws of Japan,
Principal office: 680 Hongo, Ikeda-cho, Ibi-gun, Gifu prefecture, Japan
Represented by: Mr. Koji Matsuda
Title: President
(hereinafter referred to as "IEC" or and/or collectively called "Parties" including IEC and IVC,
from time to time as the context hereof requires).

2. INOAC Vietnam Company Limited,

a corporation duly organized and existing under the laws of Vietnam
Principal office: Lot No 36 Quang Minh Industrial Zone, Me Linh District, Vinh Phuc Province,
Vietnam
Investment License No. 81/GP-VP issued by Vinh Phuc People's Committee on 01 st June, 2005
Represented by: Mr. Katsunori Ito
Title: General Director
v.

, (hereinafter referred to as "IVC" and/or collectively called "Parties" including IVC and IEC,
from time to time as the context hereof requires).

WITNESSETH THAT:

WHEREAS, IVC is currently responsible for payment a liability of JPY4,493,645 to INOAC.

NOW, THEREFORE, in consideration of the premises, covenants and commitments herein

contained, both the parties hereto agree as follows:

Article 1. Payment
Subject to the terms and conditions of the MOU, IVC shall make payment to IEC in the sum of
JPY4,493,645 until 31 st day of December, 2014.

Article 2. Interest
IVC shall pay to IEC an interest on the outstanding balance of the liability for each interest
payment period applicable to the liability at the rate of Japanese Yen 12month TIBOR plus 0.5
percent per annum as a handling charge, calculated on the basis of actual number of days elapsed
and a year of 365 days. The interest will be paid on March 31, June 30, September 30 and
December 3 1 each year.

Article 3. Payment Schedule

The parties agree on the payment schedule as per Appendix to the MOU.

Article 4. Prepayment
Despite of the payment schedule, IVC may without premium prepay each amount in whole or in
part on any interest payment date before due date, provided, however, that, such prepayment
shall be made with IEC's prior consent and under the terms and conditions agreed between the
parties hereto.

Article 5. Events of Defaults

When IVC fails to pay, when due, the principal of or interest on the liability, or any amount
payable under the MOU, IEC may in its sole discretion at any time after the occurrenc.e "-of such
event by notice in writing to IVC, (i) declare the entire unpaid principal amount of the liability,
accrued interest thereon and all other sums payable under the MOU to be immediately due and
payable, and (ii) declare its commitments and its obligations to be null and void.

Article 6.Taxes
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INOAC is responsible for and to pay any withholding tax imposed or any other taxes of
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whatever nature by the local government agency. The amount of such withholding tax shall be
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deducted from any payment due to lEC subject to withholding tax. IVC shall provide lEC with a ,EM HUUH~t
copy of the appropriate receipts thereof. OAe
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IN WITNESS WHEREOF, both parties have executed this MOU by their authorized
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representatives on the day first above written.

For INOAC ELASTOMER CO., LTD

%?~ril 11' il \>-

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Koji Matsuda ~ ., . unori Ito
Representative Director General Director

I
 APPENDIX

REVISED REPAYMENT SCHEDULE

(Currency Unit: JPY)

No. Payment Repayment Outstanding

Date Amount Balance

1 Outstanding Balance ¥4,493,645

2 30 June 2011 ¥500,000 ¥3,993,645

3 31 December 2011 ¥500,000 ¥3,493,645

4 30 June 2012 ¥500,000 ¥2,993,645

5 31 December 2012 ¥500,000 ¥2,493,645

6 30 June 2013 ¥500,000 ¥1,993,645

7 31 December 2013 ¥500,000 ¥1,493,645

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8 30 June 2014 ¥500:000 ¥993,645

9 31 December 2014 ¥993,645 -

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