Pollex, Inc. (Form: 8-K, Received: 03/25/2011 08:43:54)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 21, 2011

Pollex, Inc.

(Exact name of registrant as specified in its charter)

Nevada	000-49933	95-4886472
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

2005 De La Cruz Blvd. Suite 235, Santa Clara, CA 95050
(Address of principal executive offices and Zip Code)

Registrant's telephone number, including area code: (408) 350-7340

Copies to:

Darrin M. Ocasio, Esq.

Sichenzia Ross Friedman Ference LLP

61 Broadway, 32 nd Floor

New York, New York 10006

Phone: (212) 930-9700

Fax: (212) 930-9725

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01 Entry into a Material Definitive Agreement

Debt Cancellation

On March 21, 2011, Pollex, Inc. (the “Company”), entered into a Conversion and Release Agreement (the “Agreement”) with Joytoto Co., Ltd. (“Joytoto Korea”). Pursuant to the terms of the Agreement, the Company issued 166,666 shares of its common stock to Joytoto Korea in consideration for the cancellation of $20,000 owed to Joytoto Korea by the Company.

Employment Agreements

On March 21, 2011, the Company entered into three year employment agreements (the “Employment Agreements”) with each of Seong Yong Cho, its current President and Chief Executive Officer, and Seong Sam Cho, its current Chief Financial Officer, respectively. Pursuant to the terms of the Employment Agreements, Mr. Seong Yong Cho will continue to serve as President and Chief Executive Officer of the Company for an annual salary of $1.00 and Mr. Seong Sam Cho will continue to serve as Chief Financial Officer of the Company for an annual salary of $1.00.

Item 3.02 Unregistered Sale of Equity Securities

As described in Item 1.01 above, which information that is required to be disclosed under this Item 3.02 is hereby incorporated by reference into this Item, on March 21, 2011, the Company’s issued 166,666 shares of common stock to Joytoto Korea in consideration for the cancellation of $20,000 worth of debt of the Company held by Joytoto Korea.

Item 9.01. Financial Statements and Exhibits

10.1	Conversion and Release Agreement
10.2	Employment Agreement with Seong Yong Cho
10.3	Employment Agreement with Seong Sam Cho

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	POLLEX, INC.

Date: March 25, 2011	By:	/s/ Seong Yong Cho
		Seong Yong Cho, Chief Executive Officer

Exhibit 10.1

CONVERSION AND RELEASE

This Conversion and Release (the “Release”) is dated as of March 21, 2011. Pollex, Inc. (the “Company”) on the one hand, and Joytoto Co, Ltd. (the “Holder”) on the other hand, hereby acknowledge and agree that the Company currently owes the Holder $80,000 (the “Indebtedness”). The Holder, hereby agree to convert $20,000 of the Indebtedness, into 166,000 shares (the “Shares”) of common stock of the Company (that portion of the Indebtedness converted, the “Converted Indebtedness”).

Following the conversion, (1) all of the Holders’ rights and claims to the Converted Indebtedness are hereby terminated, forgiven and discharged, and the Holders are not entitled to any other payments from the Company and/or its affiliates (including parent entities) with respect to the Converted Indebtedness, (2) all of the Holders irrevocably and unconditionally release the Company, its predecessors, its parents, subsidiaries, affiliates, and past, present and future officers, directors, agents, consultants, employees, representatives, and insurers, as applicable, together with all successors and assigns of any of the foregoing (collectively, the “Released Parties”), of and from all claims, demands, actions, causes of action, rights of action, contracts, controversies, covenants, obligations, agreements, damages, penalties, interest, fees, expenses, costs, remedies, reckonings, extents, responsibilities, liabilities, suits, and proceedings of whatsoever kind, nature, or description, direct or indirect, vested or contingent, known or unknown, suspected or unsuspected, in contract, tort, law, equity, or otherwise, under the laws of any jurisdiction, that the Holders or their legal representatives, successors or assigns, ever had, now have, or hereafter can, shall, or may have, against the Released Parties, for, upon, or by reason of any matter, cause, or thing whatsoever from the beginning of the world through, and including, the date of conversion, as it relates to the Converted Indebtedness, (3) the Holders have not assigned or transferred any claim they are releasing, nor have they purported to do so, and (4) the Holders will execute any and all other documentation as may be necessary to implement and confirm the provisions of this Release.

The Holder hereby represents and confirms that it:

(a) Information on the Company . Holder has been furnished with or has had access to such information and materials concerning the Company as have been requested by Holder. In addition, Holder may have received in writing from the Company such other information concerning its operations, financial condition prospects and other matters as Holder has requested in writing (such other information is collectively the "Other Written Information") and considered all factors Holder deems material in deciding on the advisability of acquiring in the Shares.

(b) Holder has adequate means of providing for current needs and contingencies, has no need for liquidity in the investment, and is able to bear the economic risk of an investment in the Shares offered by the Company of the size contemplated. The Holder represents that the Holder is able to bear the economic risk of the investment and at the present time could afford a complete loss of such investment. The Holder has had a full opportunity to inspect the books and records of the Company and to make any and all inquiries of The Company’s officers and directors regarding the Company and its business as the Holder has deemed appropriate.

(c) Information on Holder . The Holder is, and on each date on which the Holder continues to own restricted securities will be, an “Accredited Investor” as defined in Rule 501(a) under the Securities Act. In general, an “Accredited Investor” is deemed to be an institution with assets in excess of $5,000,000 or individuals with a net worth in excess of $1,000,000 (excluding such person’s residence) or annual income exceeding $200,000 or $300,000 jointly with his or her spouse. Notwithstanding the foregoing, if the Holder is a Non-U.S. Person (a “Reg S Person”), such Holder hereby represents that the representations contained in paragraphs (1) through (7) of this section are true and correct with respect to such Holder:

(1) (i) the issuance and sale to such Reg S Person of the Shares is intended to be exempt from the registration requirements of the Securities Act, pursuant to the provisions of Regulation S; (ii) it is not a “U.S. Person,” as such term is defined in Regulation S, and is not acquiring the Shares for the account or benefit of any U.S. Person; and (iii) the offer and sale of the Shares has not taken place, and is not taking place, within the United States of America or its territories or possessions. Such Reg S Person acknowledges that the offer and sale of the Shares has taken place, and is taking place in an “offshore transaction,” as such term is defined in Regulation S.

(2) Such Reg S Person acknowledges and agrees that, pursuant to the provisions of Regulation S, the Shares cannot be sold, assigned, transferred, conveyed, pledged or otherwise disposed of to any U.S. Person or within the United States of America or its territories or possessions for a period of one year from and after the Closing Date, unless such Shares are registered for sale in the United States pursuant to an effective registration statement under the Securities Act or another exemption from such registration is available. Such Reg S Person acknowledges that it has not engaged in any hedging transactions with regard to the Shares.

(3) Such Reg S Person consents to the placement of a legend on any certificate, note or other document evidencing the Securities and understands that the Company shall be required to refuse to register any transfer of securities not made in accordance with applicable U.S. securities laws.

(4) Such Reg S Person is not a “distributor” of securities, as that term is defined in Regulation S, nor a dealer in securities.

(5) Such Reg S Person understands that the Shares have not been registered under the Securities Act, or the securities laws of any state and are subject to substantial restrictions on resale or transfer. The Shares are “restricted securities” within the meaning of Regulation S and Rule 144, promulgated under the Securities Act.

(6) Such Reg S Person acknowledges that the Securities may only be sold offshore in compliance with Regulation S or pursuant to an effective registration statement under the Securities Act or another exemption from such registration, if available. In connection with any resale of the Securities pursuant to Regulation S, the Company will not register a transfer not made in accordance with Regulation S, pursuant to an effective registration statement under the Securities Act or in accordance with another exemption from the Securities Act.

(7) Such Reg S Person makes the representations, declarations and warranties as contained in this subsections (1)-(7) with the intent that the same shall be relied upon by the Company in determining its suitability as a purchaser of such Shares.

(d) Acquisition of Shares . Holder will acquire its Shares as principal for its own account for investment only and not with a view toward, or for resale in connection with, the public sale or any distribution thereof.

(e) Compliance with Securities Act . Holder understands and agrees that its Shares have not been registered under the 1933 Act or any applicable state securities laws, by reason of their issuance in a transaction that does not require registration under the 1933 Act (based in part on the accuracy of the representations and warranties of Holder contained herein), and that such Shares must be held indefinitely unless a subsequent disposition is registered under the 1933 Act or any applicable state securities laws or is exempt from such registration.

(f) Legend . The initial certificate evidencing the Shares shall bear the following or similar legend:

For U.S. Persons:

THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY APPLICABLE STATE SECURITIES LAWS. SUCH SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT PURPOSES AND MAY NOT BE OFFERED FOR SALE, SOLD, DELIVERED AFTER SALE, TRANSFERRED, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FILED BY THE ISSUER WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION COVERING SUCH SECURITIES UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE ISSUER THAT SUCH REGISTRATION IS NOT REQUIRED .

For Non-U.S. Persons

THESE SECURITIES WERE ISSUED IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT U.S. PERSONS (AS DEFINED IN REGULATION S UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”) PURSUANT TO REGULATION S UNDER THE 1933 ACT. ACCORDINGLY, NONE OF THE SECURITIES TO WHICH THIS CERTIFICATE RELATES HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, NONE MAY BE OFFERED OR SOLD IN THE UNITED STATES OR, DIRECTLY OR INDIRECTLY, TO U.S. PERSONS (AS DEFINED IN REGULATION S PROMULGATED UNDER THE SECURITIES ACT) EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. IN ADDITION, HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN ACCORDANCE WITH THE 1933 ACT.

(g) Communication of Offer . The offer to acquire the Shares was directly communicated to Holder by The Company. At no time was Holder presented with or solicited by any leaflet, newspaper or magazine article, radio or television advertisement, or any other form of general advertising or solicited or invited to attend a promotional meeting otherwise than in connection and concurrently with such communicated offer.

(h) Restricted Securities . Notwithstanding anything to the contrary contained in this Agreement, a Holder may transfer (without restriction and without the need for an opinion of counsel) the Shares to its Affiliates (as defined below) provided that each such Affiliate is an “accredited investor” under Regulation D and such Affiliate agrees to be bound by the terms and conditions of this Agreement. For the purposes of this Agreement, an “Affiliate” of any person or entity means any other person or entity directly or indirectly controlling, controlled by or under direct or indirect common control with such person or entity. Affiliate includes each parent or subsidiary of a Party. For purposes of this definition, “control” means the power to direct the management and policies of such person or firm, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise.

(i) No Governmental Review . Holder understands that no United States federal or state agency or any other governmental or state agency has passed on or made recommendations or endorsement of the Shares or the suitability of the investment in the Shares nor have such authorities passed upon or endorsed the merits of the offering of the Shares

If any provision in this Release is found to be unenforceable, all other provisions will remain fully enforceable. This Release binds the Holders’ heirs, administrators, representatives, executors, successors, and assigns, and will insure to the benefit of all Released Parties and their respective heirs, administrators, representatives, executors, successors, and assigns.

This Release constitutes an integrated, written agreement, expressing the entire agreement and understanding between the parties with respect to the subject matter hereof and supersedes any and all prior agreements and understandings, oral or written, between the parties, except as otherwise provided herein.

This Release shall be governed by and construed in accordance with the laws of the State of New York, without regard to its conflicts of law principles. Any dispute regarding this Release or related to the Indebtedness or the Converted Indebtedness, as the case may be, shall be resolved in the federal or state Courts located in New York, without a jury (which is hereby expressly waived).

Each of the parties hereto acknowledge that he: (a) has carefully read this Release in its entirety; (b) has been advised to consult and has been provided with an opportunity to consult with legal counsel of his choosing in connection with this Release; (c) fully understands the significance of all of the terms and conditions of this Release and has discussed them with his independent legal counsel or has been provided with a reasonable opportunity to do so; (d) has had answered to his satisfaction any questions asked with regard to the meaning and significance of any of the provisions of this Release; and (e) is signing this Release voluntarily and of his own free will and agrees to abide by all the terms and conditions contained herein.

JOYTOTO CO, LTD.

By:	/s/ Seong Sam Cho
	Name: Seong Sam Cho
	Title: Chief Executive Officer

POLLEX, INC.

By:	/s/ Seong Yong Cho
	Seong Yong Cho, President

Exhibit 10.2

Employment Agreement

This agreement (the “Agreement”) is made effective as of the 21 st day of March, 2011, at the City of Santa Clara, State of California, between Pollex, Inc., referred to below as (“Employer”), and Seong Yong Cho, referred to below as (“Employee”).

Recitals

A. Employer is engaged in the business of the manufacture, design and sale of MP3 products, televisions and other electronic products, as well as online game development and operation.

B. Employee is willing to be employed by Employer, and Employer is willing to employ Employee, on the terms, covenants, and conditions set forth in this agreement.

In consideration of the mutual covenants and promises of the parties, Employer and Employee covenant and agree as follows:

Section I

Nature of and Place of Employment

Employer employs Employee as President and Chief Executive Officer, and Employee does accept this employment. Employee shall be responsible for day to day operation of Employer, and shall perform any other duties as are customarily performed by one holding such a position in other same or similar businesses or enterprises as that engaged in by Employer, and shall also additionally render any other and unrelated services and duties as may be assigned to him from time to time by Employer.

Section II

Manner of Performance of Employees Duties

Employee agrees that he will at all times faithfully, industriously, and to the best of his ability, perform all of the duties that may be required of and from him pursuant to the express and implicit terms of this agreement, to the reasonable satisfaction of Employer. The duties shall be rendered in Santa Clara, California, Korea and/or at any other place or places as Employer shall in good faith require or as the interests, needs, business, and opportunities of Employer shall require or make advisable.

Section III

Duration of Employment

The term of this agreement shall be for a period of three years, commencing on March 21, 2011 and terminating on March 21, 2014 (the "Employment Period"), subject, however, to prior termination as provided in this agreement.

Section IV

Payment and Reimbursement

Employer shall pay Employee and Employee agrees to accept from Employer, in full payment for Employee’s services under this agreement, compensation at the rate of $1.00 per annum (the “Basic Compensation”).

In addition, Employer agrees that it will reimburse Employee for any and all necessary, customary, and usual expenses incurred by him while traveling for and on behalf of the Employer pursuant to Employer’s directions.

Section V

Discontinuance of Business as Termination of Employment

Anything contained in this agreement to the contrary notwithstanding, in the event that Employer shall discontinue its operations, then this Agreement shall cease and terminate as of the last day of the month in which Employer ceases operations with the same force and effect as if that last day of the month were ori g inally set forth as the termination date of this agreement.

Section VI

Devotion by Employee of Full Time to Business

Employee shall devote all of his time, attention, knowledge, and skill solely and exclusively to the business and interest of Employer, and Employer shall be entitled to all of the benefits, arising from or incident to any and all work, services, and advice of Employee, and Employee agrees that during the term of this agreement he will not be interested, directly or indirectly, in any manner, as partner, officer, director, shareholder, advisor, Employee, independent contractor, agent, consultant or in any other form or capacity, in any other business similar to Employers business.

Section VII

Nondisclosure of Information Concerning Business

Employee further specifically agrees that he will not at any time, in any manner, either directly or indirectly, divulge or communicate to any person, firm, or corporation any information concerning any matters affecting or relating to the business of Employer, including, without limiting the generality of the foregoing, the names of any of its customers, the prices it obtains or has obtained or at which it sells or has sold its products and services, or any other information of, about, or concerning the business of Employer, its manner of operation, its plans, processes, or other data of any kind without regard to whether any or all of the foregoing matters would be deemed confidential, materials, or important. The parties stipulate that as between them, the matters that are important, materials, and confidential are those which affect the effective and successful conduct of the business of the Employer, and its goodwill, and that any breach of the terms of this paragraph is a material breach of this agreement.

Section VIII

Vacations and Holidays

The Employee will be entitled to paid vacation each Calendar in accordance with the vacation policies of the Employer in effect for its executive officers from time to time, but in no event to exceed fifteen days paid vacation and sick days. Vacation must be taken by the Employee at such time or times as reasonably approved by the Chairman of the Board. The Employee will also be entitled to the paid holidays set forth in the Employer’s policies. Vacation days, sick days and holidays during any calendar year that are not used by the Employee during such calendar year may not be used in any subsequent calendar year.

Section IX

Termination

a) EVENTS OF TERMINATION

The Employment Period and the Employees Basic Compensation, and any and all other rights of the Employee under this Agreement or otherwise as an Employee of the Employer will terminate (except as otherwise provided in this Section IX):

i) upon the death of the Employee;

ii)

upon the disability of the Employee (as defined in Section 9(b)) immediately upon notice from either party to the other; or

iii)

for cause (as defined in Section 9(c)), immediately upon notice from the Employer to the Employee, or at such later time as such notice may specify.

b) DEFINITION OF DISABILITY

For purposes of Section 9(a), the Employee will be deemed to have a "disability" if, for physical or mental reasons, the Employee is unable to perform the Employee’s duties under this Agreement for 45 consecutive days, or 60 days during any twelve month period, as determined in accordance with this Section 9(b). The disability of the Employee will be determined by the board of directors in good faith.

c) DEFINITION OF "FOR CAUSE"

For purposes of Section 9(a), the phrase "for cause" means: (a) the Employee’s breach of this Agreement or the Noncompetition Agreement entered into between the Employer and the Employee (the "Noncompetition Agreement"); (b) the Employee’s failure to adhere to any written Employer policy if the Employee has been given a reasonable opportunity to comply with such policy or cure his failure to comply (which reasonable opportunity must be granted during the ten-day period preceding termination of this Agreement); (c) the appropriation (or attempted appropriation) of a material business opportunity of the Employer, including attempting to secure or securing any personal profit in connection with any transaction entered into on behalf of the Employer; (d) the misappropriation (or attempted misappropriation) of any of the Employer’s funds or property; or (e) the conviction of, the indictment for (or its procedural equivalent), or the entering of a guilty plea or plea of no contest with respect to, a felony, the equivalent thereof, or any other crime with respect to which imprisonment is a possible punishment.

d) TERMINATION PAY

Effective upon the termination of this Agreement, the Employer will be obligated to pay the Employee (or, in the event of his death, his designated beneficiary as defined below) only such compensation as is provided in this Section 9(d), and in lieu of all other amounts, and such payment shall be in settlement and complete release of all claims the Employee may have against the Employer for any amounts due and owing to Employee under this or any other agreement. For purposes of this Section 9(d), the Employee’s designated beneficiary will be such individual beneficiary or trust, located at such address, as the Employee may designate by notice to the Employer from time to time or, if the Employee fails to give notice to the Employer of such a beneficiary, the Employee’s estate. Notwithstanding the preceding sentence, the Employer will have no duty, in any circumstances, to attempt to open an estate on behalf of the Employee, to determine whether any beneficiary designated by the Employee is alive or to ascertain the address of any such beneficiary, to determine the existence of any trust, to determine whether any person or entity purporting to act as the Employee’s personal representative (or the trustee of a trust established by the Employee) is duly authorized to act in that capacity, or to locate or attempt to locate any beneficiary, personal representative, or trustee.

Termination by the Employer for Cause. If the Employer terminates this Agreement for cause, the Employee will be entitled to receive his Basic Compensation only through the date such termination is effective, and will not be entitled to any other compensation or benefits for the calendar year during which such termination occurs or any subsequent calendar year.

ii)

Termination upon Disability or Death. If this Agreement is terminated by either party as a result of the Employees disability, as determined under Section 9(b), or death, the Employer will pay the Employee his Basic Compensation through the remainder of the calendar month during which such termination is effective and for the three consecutive months thereafter.

iii)

Benefits. The Employees accrual of, or participation in plans providing for, the any employment benefits other than Basic Compensation will cease at the effective date of the termination of this Agreement, and the Employee will be entitled to accrued benefits pursuant to such plans only as provided in such plans. The Employee will not receive, as part of his termination pay pursuant to this Section 9, any payment or other compensation for any vacation, holiday, sick leave, or other leave unused on the date the notice of termination is given under this Agreement.

Section X

Entire Agreement

This agreement constitutes the entire agreement between the parties relating to the subject matter, and supersedes all prior agreements, understandings or representations of the parties (oral or written) relating to the same subject matter. It is declared by the parties hereto that there are no oral agreements or undertakin g s between them affecting this Agreement.

Section XI

Waiver or Modification Ineffective Unless in Writing

This agreement may not be modified or amended except by written agreement signed by all the parties. No oral statement heretofore or hereafter made shall affect or change this agreement in any respect.

Section XII

Contract Governed by Law of State of California

This agreement is made in Santa Clara, California, and it shall be construed, interpreted and enforced in accordance with California law.

Section XIII

Benefit

This agreement shall be binding on and inure to the benefit of the respective parties to this agreement and their executors, administrators, heirs, personal representatives, successors and assigns.

Section XIV

Jurisdiction and Venue

Any dispute hereunder shall be heard only in the Superior or State Court in Santa Clara, California, and the parties submit themselves to the jurisdiction of said courts.

IN WITNESS HEREOF, the parties hereto have duly executed and delivered this Employment Agreement as of the day and year first above written.

	Pollex, Inc. A Delaware Corporation

	By:	/s/ Seong Sam Cho
		Name: Seong Sam Cho
		Title: CFO

	Seong Yong Cho

	By:	/s/ Seong Yong Cho
		Seong Yong Cho

Exhibit 10.3

Employment Agreement

Recitals

A. Employer is engaged in the business of the manufacture, design and sale of MP3 products, televisions and other electronic products, as well as online game development and operation.

B. Employee is willing to be employed by Employer, and Employer is willing to employ Employee, on the terms, covenants, and conditions set forth in this agreement.

In consideration of the mutual covenants and promises of the parties, Employer and Employee covenant and agree as follows:

Section I

Nature of and Place of Employment

Employer employs Employee as Chief Financial Officer, and Employee does accept this employment. Employee shall be responsible for day to day operation of Employer, and shall perform any other duties as are customarily performed by one holding such a position in other same or similar businesses or enterprises as that engaged in by Employer, and shall also additionally render any other and unrelated services and duties as may be assigned to him from time to time by Employer.

Section II

Manner of Performance of Employees Duties

Section III

Duration of Employment

Section IV

Payment and Reimbursement

Section V

Discontinuance of Business as Termination of Employment

Anything contained in this agreement to the contrary notwithstanding, in the event that Employer shall discontinue its operations, then this Agreement shall cease and terminate as of the last day of the month in which Employer ceases operations with the same force and effect as if that last day of the month were originally set forth as the termination date of this agreement.

Section VI

Devotion by Employee of Full Time to Business

Section VII

Nondisclosure of Information Concerning Business

Section VIII

Vacations and Holidays

Section IX

Termination

a) EVENTS OF TERMINATION

i) upon the death of the Employee;

ii) upon the disability of the Employee (as defined in Section 9(b)) immediately upon notice from either party to the other; or

iii) for cause (as defined in Section 9(c)), immediately upon notice from the Employer to the Employee, or at such later time as such notice may specify.

b) DEFINITION OF DISABILITY

c) DEFINITION OF "FOR CAUSE"

d) TERMINATION PAY

ii)

iii)

Section X

Entire Agreement

Section XI

Waiver or Modification Ineffective Unless in Writing

Section XII

Contract Governed by Law of State of California

This agreement is made in Santa Clara, California, and it shall be construed, interpreted and enforced in accordance with California law.

Section XIII

Benefit

This agreement shall be binding on and inure to the benefit of the respective parties to this agreement and their executors, administrators, heirs, personal representatives, successors and assigns.

Section XIV

Jurisdiction and Venue

Any dispute hereunder shall be heard only in the Superior or State Court in Santa Clara, California, and the parties submit themselves to the jurisdiction of said courts.

IN WITNESS HEREOF, the parties hereto have duly executed and delivered this Employment Agreement as of the day and year first above written.

	Pollex, Inc. A Delaware Corporation

	By:	/s/ Seong Yong Cho
		Name: Seong Yong Cho
		Title President

	Seong Sam Cho

	By:	/s/ Seong Sam Cho
		Seong Sam Cho