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Business Cooperation Agreement
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Article 1 (Provision of Services)
 1.1
    
    hanarotelecom shall provide its broadband Internet subscribers with TV-Portal service,
Internet-based TV video-on-demand, or VOD, service and Internet-based IP-TV service (the
Services), sign the Terms of Service with the subscribers (including the case where
provisions regarding the Services are inserted into the terms and conditions regarding the
broadband Internet access service) and be subject to the rights and obligations of the Terms
of Service.1.2
    
    hanarotelecom shall not, without consent from CelrunTV, transfer the agreement with
subscribers relating to the service stated in paragraph 1.1 (the Subscribers) to a third
party, except where CelrunTV is merged into hanarotelecom or where hanarotelecom is merged
into a third party or engages in a transfer of business.1.3
    
    Revenues accrued from the provision of the Services as stated in paragraph 1.1 shall be
recognized as revenues of hanarotelecom.1.4
    
    To the extent permitted by relevant laws, Celrun TV may provide the Services to B2B
subscribers and broadband Internet subscribers of Internet service providers other than
hanarotelecom, sign the Terms of Service directly with the subscribers and be subject to the
rights and obligations of the Terms of Service.1.5
    
    Revenues accrued from the provision of the Services as stated in paragraph 1.4 shall be
recognized as revenues of CelrunTV.1.6
    
    In providing the Services as stated in paragraph 1.4, hanarotelecom and CelrunTV shall
cooperate as much as possible to create synergy, and, as part of such cooperation,
hanarotelecoms distribution channels are, in principle, responsible for sales, service
activation, maintenance and repairs




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with respect to the provision of the Services stated in paragraph 1.4. However, CelrunTV may
conduct sales, service activation, maintenance and repairs on its own if necessary.
 Article 2 (Exclusive Use and Provision of Services)
 2.1
    
    To the extent permitted by relevant laws or regulations, hanarotelecom shall obtain the Services exclusively
from CelrunTV for five years from the date of the Agreement unless Celruns stake in CelrunTV
becomes less than 10%.2.2
    
    hanarotelecom shall endeavor to improve its network and provide sales and staff support for
the purpose of facilitating the provision of the Services.2.3
    
    Celrun shall not supply head-end platform (middleware, EMS, DRM, P2P solution, etc.) and
set-top box (STB) to which CelrunTV has the right of ownership (the CelrunTV Solution),
without prior approval from CelrunTV, to subscribers of the Services, either directly or
through a third party other than hanarotelecom or CelrunTV, in the territory of the Republic
of Korea; provided that Celrun may provide the CelrunTV Solution to foreign companies doing
the same or similar business to CelrunTV, and that Celrun may provide anyone with solutions
and STBs different from those supplied by CelrunTV.2.4
    
    Paragraph 2.3 shall not apply if a STB lease company is supplied with STBs from Celrun in
order to lease Celruns STBs to hanarotelecom or CelrunTV.2.5
    
    hanarotelecom or CelrunTV shall be supplied with STBs exclusively from Celrun for two years
from the date of the Agreement if Celrun can supply the same or similar STBs at the lowest
unit price compared to other suppliers and satisfy technological standards set by CelrunTV.2.6
    
    Celrun shall not discontinue, without the consent from hanarotelecom or CelrunTV, supplying
STBs or after-sale services for head-end platform and STBs as long as hanarotelecom or
CelrunTV provides the Services.2.7
    
    Celrun may increase the unit price of STB, with consent from




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hanarotelecom or CelrunTV, by the level not exceeding the average annual increase in STB unit
price and shall immediately lower its STB unit price if there are price-reducing factors (bulk
purchase, a decrease in the price of STB components, etc.) for the STBs that Celrun supplies
to hanarotelecom or CelrunTV. In case hanarotelecom or CelrunTV is supplied with Celruns STBs
from a STB lease company, Celrun shall cooperate as much as possible to ensure the prime rate
of interest on STB lease will be offered to hanarotelecom or CelrunTV.
 2.8
    
    With respect to the STBs used for the provision of the Services, Celrun shall complete the
development to produce end products with the functions specified in subparagraphs (a) through
(d) by the end of March 2006, and use its best efforts to complete the development of the
functions specified in subparagraphs (e) and (f) by the end of March 2006. Intellectual
property rights applied with regard to such products and functions shall be held by CelrunTV
and relevant development expenses shall be included in the outsourcing agreement for the
development of IP STB (IP STB Development for Television Service of Celrun signed between
CelrunTV and Celrun on September 20, 2005):
 (a)
    
    embedded digital broadcasting tuner (ATSC reception)(b)
    
    advertising scheduler(c)
    
    Internet-based video-on-demand functionality for television sets (streaming play and
multicasting support)(d)
    
    Network-PVR function(e)
    
    MP (Multimedia Play, DivX)(f)
    
    karaoke function
 Article 3 (Subscriber Information Sharing)
 3.1
    
    hanarotelecom shall not transfer, without the consent from CelrunTV, subscriber-related
information to a third party; provided that this shall not be applied if the agreement with
the Subscribers is transferred in accordance with paragraph 1.2, if such information sharing
is necessary in implementing the agreement on the use of information and telecommunications
services, in calculating the fees for information and




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telecommunications services and for statistics collection, academic studies or market
analysis, if specific provisions are included in other laws and if such information is
provided under agreements with other telecommunication business operators pursuant to the
Telecommunications Business Act.3.2
    
    hanarotelecom and CelrunTV may, to the extent permitted by
relevant laws or regulations, have access to and
make use of subscriber information if either party notifies subscribers of other party or to
the extent provided in the terms and conditions regarding the use of telecommunications
services. In no event shall CelrunTV provide subscriber information to a third party without
consent from hanarotelecom.
 Article 4 (Other Terms)
 4.1
    
    After the date of signing this agreement, Celrun and CelrunTV shall exert their best
endeavors to explicitly stipulate, in any content licensing agreements signed with a third
party other than the Parties hereto, that the subject of service shall be broadband Internet
subscribers provided with Internet-based content services via television set.4.2
    
    In case Internet-based IP-TV service provided via TV set will be permitted under relevant
laws or regulations, Celrun shall guarantee that the STBs supplied by CelrunTV for the Services can provide
Internet-based IP-TV service provided via TV set without a hardware upgrade and, if an
improvement of STB function is needed for the IP-TV service, supply improved STBs without
additional charge.4.3
    
    Celrun shall supply, by the end of May 2006, all STB products (which were supposed to have
been supplied pursuant to a STB supply agreement between CelrunTV and Celrun dated September
20, 2005) Celrun failed to provide to CelrunTV as of December 31, 2005. The number of STBs to
be supplied for each version shall be mutually agreed upon between the two parties. For the
first version of STBs (specifications of STBs stated in agreements between CelrunTV and Celrun
prior to December 31, 2005), Celrun shall upgrade the STBs, without charge, by the end of May
2006 to




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the second version for the functions set forth in subparagraphs (b) through (d) of paragraph
3.7, Article 3 of this Agreement notwithstanding provisions in the existing agreement.
 4.4
    
    Celrun shall assist CelrunTV in obtaining contents under favorable conditions from Ontown Co.,
Ltd. whose main office is located at Jeongwha Bldg., 16-15 Garak-dong, Songpa-gu, Seoul
(Ontown) and, upon signing this Agreement, assist CelrunTV and Ontown sign a separate
content supply agreement.4.5
    
    In case CelrunTV desires to sell to Ontown part or all of its stake in investment
partnerships stated below, Celrun shall guarantee that Ontown will be able to purchase,
without any conditions, CelrunTVs stake in the investment partnerships for the price CelrunTV
invested in each partnership:
 4.5.1
    
    Name: Boston Film Investment Fund
Amount of investment: Won 1,000,000,000
Date of establishment: September 23, 20054.5.2
    
    Name: IMM Culture Contents Investment Fund
Amount of investment: Won 500,000,000
Date of investment certificate distribution: September 30, 20054.5.3
    
    Name: Fitech-NewWave Film and Knowledge-based Service
Investment Fund I
Amount of investment: Won 500,000,000
Date of investment certificate distribution: October 25, 2005
 4.6
    
    Celrun shall sell all of its stake in Ontown to CelrunTV at an appropriate price after an
objective valuation of its stake; provided that this undertaking shall be effective until
December 31, 2007.4.7
    
    In case CelrunTV issues new shares, hanarotelecom and Celrun shall, in principle, acquire new shares pro rata to the proportion of shares each company holds in CelrunTV.4.8
    
    If the articles of incorporation of CelrunTV provides that the number of




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directors shall be six or less, Celrun shall have the right to appoint directors of CelrunTV
as follows:
 4.8.1
    
    Celruns stake in CelrunTV of 25% or more: appoint two directors4.8.2
    
    Celruns stake in CelrunTV between 15% and 25%: appoint one director
 4.9
    
    hanarotelecom and Celrun acknowledges the importance of content supply and programming and,
accordingly, shall cooperate to form a management team to undertake the tasks appropriately.4.10
    
    Upon expiration of the term of this Agreement, Celrun and its affiliated companies may not
induce, urge or force hanarotelecoms subscribers of the Services, or have a third party carry
out such activities, to cancel subscription for the service of hanarotelecom and subscribe to
the service of Celrun or a third party.
 Article 5 (Confidentiality)
  Article 6 (Termination)
 6.1
    
    If any of the following events occurs to one Party (Imputed Party), the other party
(Terminating Party) may terminate the Agreement by giving written notice to the Imputed
Party.




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6.1.1
    
    If the Imputed Party fails to perform the Agreement for reasons attributable to the
Imputed Party and fails to remedy or perform within 14 days after having received request
from the Terminating Party;6.1.2
    
    If an application for the commencement of workout, reorganization, composition or
bankruptcy proceedings or an application for preservative measures
under the Debtor Rehabilitation and Bankruptcy Act or other similar measures is filed against the Imputed Party or if a
resolution to dissolve the Imputed Party is approved;6.1.3
    
    If the Imputed Party suspends transactions regarding its business with banks such as
dishonor of checks or certificates issued or endorsed by the Imputed Party or if a seizure or
provisional attachment of part of material assets is imposed and the provisional attachment
continues to be effective for 30 consecutive days; and6.1.4
    
    If a government agency issues an order of suspension or termination of business or
operation (excluding an order of suspension of some functions such as an order to suspend
acquisition of subscribers issued by the Korea Communications Commission) against the Imputed
Party, and the order continues to be effective for 60 days.
 6.2
    
    Termination of the Agreement pursuant to paragraph 6.1 shall not affect any claims for
compensation.
 Article 7 (Indemnification)




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Article 8 (Change in Regulation)
 8.1
    
    If it becomes impossible to implement the Agreement due to amendments of the Broadcasting
Act, the Telecommunications Business Act and other relevant laws or
regulations or due to changes in the
regulations of relevant government agencies including the Korea Communications Commission and
the Ministry of Information and Communications, the Parties shall cooperate in good faith and
amend the Agreement.8.2
    
    Celrun and CelrunTV shall cooperate with hanarotelecom in all matters necessary for obtaining
a license or approval with respect to the Services, including in circumstances listed in
paragraph 8.1.
 Article 9 (Effectiveness of the Agreement)
  Article 10 (General Provisions)
 10.1
    
    The Agreement may not be changed or amended without written agreement among the Parties.10.2
    
    The Agreement constitutes the entire and only agreement among the Parties hereto with respect
to the subject matter hereof, and matters not provided for by the Agreement shall be
determined by separate agreements among the Parties; provided that this shall not apply to
Article 9 of the Agreement; and provided further that matters not provided for by the
Agreement may be governed by the CelrunTV Stock Purchase Agreement. The CelrunTV Stock
Purchase Agreement shall supersede the Agreement if any provisions of the Agreement are
inconsistent with or conflict with the CelrunTV Stock Purchase Agreement.10.3
    
    The Agreement or the rights and obligations under the Agreement may not be transferred to a
third party without written prior agreement of other Party.




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10.4
    
    The Agreement is signed in the Republic of Korea, and shall be governed by and construed in
accordance with the laws of the Republic of Korea.10.5
    
    Seoul Central District Court shall be the competent court with regard to any dispute relating to the
Agreement, or effectiveness, interpretation, signing or execution of provisions of the
Agreement.
  hanarotelecom Inc.
 (signed) (sealed)
 Celrun Co., Ltd.   th
 (signed) (sealed)
 CelrunTV  rd
 (signed) (sealed)