**Exhibit 4.1**
**AGREEMENT FOR****ACQUISITION OF KOREATHRUNET CO., LTD.**
This Agreement for Acquisition of Korea Thrunet Co., Ltd. (this “Agreement”) is entered into onFebruary 4, 2005 between the following parties:   Reorganization Company: Korea Thrunet Co., Ltd.  1338-5, Seocho-dong, Seocho-ku, Seoul  Receiver: Seok Won Park   Proposed Acquirer: Hanaro Telecom Inc.  43, Taepyungro 2-ga, Chung-gu, Seoul  Representative Director: Chang-Bun Yoon
**RECITALS**
WHEREAS, Korea Thrunet Co., Ltd. (the “Thrunet”), which is subject to reorganization proceedingssent a bidding information sheet to the prospective investors interested in the acquisition of theshares of the Thrunet for purposes of mergers and acquisitions (“M&A”), and Hanaro Telecom Inc.(“Hanaro Telecom”) was designated as the preferred bidder of negotiation for the acquisition of theThrunet under such bidding information sheet.
WHEREAS, the Thrunet and Hanaro Telecom entered into a certain memorandum of understanding datedDecember 21, 2004 (the “MOU”).
NOW, THEREFORE, the parties hereto agree, as follows, for the acquisition of the Thrunet:
**Article 1 (Purpose)**
The purpose of this Agreement is to provide for the matters related to M&A of the Thrunet by HanaroTelecom.
**Article 2 (Definition)**
(1) “Amended Reorganization Plan” means the plans, as amended, regarding Thrunet that areprepared and submitted by Thrunet to implement this Agreement and obtain the approval of theReorganization Court related thereto. Such plan shall include procedures and terms regardingthe acquisition of Thrunet by Hanaro Telecom, details of the restructuring of the debts owedby Thrunet to its creditors, and matters related to reservation of the working capital ofThrunet.
(2) “Purchase Price” means 471,390,000,000 Won to be paid by Hanaro Telecom for the acquisitionof Thrunet, and to be invested in, or provided to, Thrunet in the form of subscription for new shares and bonds issued by Thrunet, subject to the terms contained in this Agreement.
(3) “Earnest Money” means the amount that shall be paid by Hanaro Telecom to the
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  account designated by Thrunet pursuant to Article 4(1) hereof in order to guarantee theperformance of the matters contained herein. (4) “Reorganization Court” means the Seoul Central District Court that has the jurisdiction overthe corporate reorganization proceedings with respect to Thrunet. (5) “Bidding Documents” means the entire bidding documents submitted by Hanaro Telecom to Thruneton December 13, 2004 for M&A of Thrunet.
**Article 3 (M&A Procedures and Earnest Money)**
(1) The acquisition hereunder shall proceed in the stages involving, among others, (i) depositof the Purchase Price by Hanaro Telecom, (ii) debt restructuring for reorganization securityholders and reorganization creditors (each including the surety obligations, the samehereinafter), (iii) payment of the Purchase Price by Hanaro Telecom, (iv) adoption of aresolution with respect to the Amended Reorganization Plan at a meeting of interested persons,(v) approval by the Reorganization Court, (vi) issuance of new shares and bonds by Thrunet,and (vii) payment of the secured loans or unsecured loans by Thrunet. (2) Thrunet shall use its best efforts to follow the procedures for obtaining the approval of theReorganization Court with respect to the Amended Reorganization Plan that reflects the M&Aprocedures and terms preferred by Hanaro Telecom, and Hanaro Telecom shall fully cooperatetherewith. (3) The approval of the Amended Reorganization Plan by the Reorganization Court shall be acondition precedent to the obligation of Hanaro Telecom to subscribe for new shares and bondsas set forth in Articles 7 and 8 hereof. (4) Hanaro Telecom shall pay the Purchase Price for the acquisition of Thrunet, as follows,subject to the detailed terms as set forth in Articles 7 and 8:     A. Capital increase for value 248,100,000,000 WonB. Subscription for bonds 223,290,000,000 WonTotal 471,390,000,000 Won
**Article 4 (Earnest Money)**
(1) Hanaro Telecom shall, simultaneous with the execution of this Agreement, pay to the followingbank account designated by Thrunet a sum of 47,139,000,000 Won, equivalent to ten (10) % ofthe Purchase Price as set forth in Article 3(4) hereof (which shall include the guaranteedeposit paid by Hanaro Telecom to the account designated by Thrunet upon execution of the MOUand the interest accrued thereon), in order to guarantee its performance of this Agreement.In such case, the 24,810,000,000 Won, equivalent to the guarantee deposit paid by HanaroTelecom to the account designated by Thrunet upon execution of the MOU (including the interestaccrued thereon), shall be applied in and toward payment of part of the Earnest Money, and thepledge created over such guarantee deposit (including the interest accrued thereon) shall beautomatically extinguished upon the payment of the Earnest Money.   Accountholder:
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         Korea Thrunet Co., Ltd.    Receiver: Seok Won Park  Financial Institution: Citibank Korea Inc.  Account No.: 151-08621-319     
(2) Thrunet and Hanaro Telecom shall enter into a pledge agreement in the form as attached heretowith respect to the bank deposit claims on the Earnest Money and any accrued interest thereon,and Thrunet shall, immediately upon the payment of the Earnest Money under Paragraph (1)above, create a pledge in favor of Hanaro Telecom (over such bank deposit claims). (2) The Earnest Money as set forth in this Article 4 and the interest accrued thereon from thedate of payment of the Earnest Money until the date of depositing of the Purchase Price underArticle 9(1) hereof shall be applied in and toward payment of part of the Purchase Price to bedeposited by Hanaro Telecom.
**Article 5 (Payment of Reorganization Security and Reorganization Credit)**
(1) The amount and terms of payment of reorganization security and reorganization credit shall bemade in accordance with the Amended Reorganization Plan. Thrunet shall, after payment in fullof the Purchase Price by Hanaro Telecom, repay such reorganization security and reorganizationcredit in accordance with the Amended Reorganization Plan as approved (by the ReorganizationCourt). (2) Thrunet shall, for purposes of payment under Paragraph (1) above, apply the Purchase Price asset forth in Article 3(4) hereof, less (i) the amounts set forth in the followingSubparagraphs, (ii) the reserves set aside with respect to PowerCom Co., Ltd. (“PowerCom”) inParagraph (3) below, and (iii) the escrow amount set forth in Paragraph (4) below (reservesunder the proviso of Paragraph (4) below, if a penalty is imposed by the Fair Trade Commission(the “FTC”) prior to the date of deposit of the Purchase Price). The amounts deducted underthe following Subparagraphs shall be applied for the working capital needs, etc. of Thrunet:
 1. Amount equivalent to reorganization security and reorganization credit(including the interest accrued on such loans) owed by Thrunet that have been paid, notpursuant to the valid reorganization plan of Thrunet, since January 1, 2005 until thedate of this Agreement; and  2. Amount equivalent to the advisory fees to be paid to Samjung KPMG FAS, KoreaDevelopment Bank, and DeRyook International Law Firm, whose advisory services wereretained by Thrunet to proceed with the present M&A involving Hanaro Telecom.
(3) A sum of 8,500,000,000 Won, forming part of the Purchase Price, shall be set aside as thereserves for the working capital needs of Thrunet, which shall be used to pay the minimum usecharges to PowerCom until the expiration of the effective term of each of (i) the “Agreementon the Use of Cable TV Transmission Network for Provision of Additional Services” (initiallyexecuted between Thrunet and Korea Electric Power Corporation on March 25, 1999 andsubsequently PowerCom succeeded Korea Electric Power Corporation as a party thereto) (ii) the“Agreement on Provision of
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  HFC Network between Thrunet and PowerCom” dated January 19, 2001, each existing validlybetween Thrunet and PowerCom. (4) With respect to the “Agreement on the Clean Marketing for Internet Services” dated aroundApril 2003 among six (6) communication service providers including Thrunet, the Korea FairTrade Commission (the “FTC”) is investigating whether such agreement is in violation ofArticle 19 (Prohibition of Unfair Collaborative Acts) of the Monopoly Regulation and FairTrade Act (“MRFTA”). In the event that the FTC imposes a penalty on Thrunet for an unfaircollaborative act, Thrunet shall, in order to secure the payment of such penalty, deposit,immediately upon depositing the Purchase Price, a sum of 8,000,000,000 Won (the “EscrowAmount”), forming part of the Purchase Price, in the name of Thrunet, with a financialinstitution (the “Escrow Agent”) agreed upon between Thrunet and Korea Development Bank(representative of the creditors of Thrunet). Thrunet, the Korea Development Bank and HanaroTelecom shall enter into an escrow agreement in the form attached hereto (the “EscrowAgreement”) with the Escrow Agent prior to the deposit of the Escrow Amount; *provided*,however, that, if a penalty is imposed prior to deposit of the Purchase Price under Article 9hereof, (i) such penalty shall first be paid with the funds held by Thrunet, then (ii) Thrunetshall set aside as reserves a portion of the Purchase Price equal to the “amounts that wouldotherwise be withdrawn and paid out from the Escrow Account” as calculated pursuant toParagraph (5) below, and shall use such reserves as the working capital of Thrunet, withoutopening an escrow account. (5) The Escrow Amount under Paragraph (4) above shall be used as follows, and the specific terms,method, etc. of withdrawal of the Escrow Amount shall be in accordance with the EscrowAgreement:
 1. If no penalty is imposed by the FTC:    the Escrow Amount (including the accrued interest thereon) shall be used to pay thereorganization security and reorganization credit owed by Thrunet, pursuant to theAmended Reorganization Plan;  2. If the penalty imposed by the FTC is not more than 4,000,000,000 Won:    Thrunet shall withdraw the amount equal to such penalty from the escrow account andpay such amount. The balance of the Escrow Amount (including the accrued interestthereon) remaining after such payment shall be used to pay the reorganization securityand reorganization creditowed by Thrunet, pursuant to the Amended Reorganization Plan;  3. If the penalty imposed by the FTC is more than 4,000,000,000 Won, but not morethan 10,000,000,000 Won:    Thrunet shall withdraw that portion of the amount of such penalty which is equal to4,000,000,000 Won plus two-thirds (2/3) of the excess of such penalty over4,000,000,000 Won [i.e. 4,000,000,000 Won + (penalty amount - 4,000,000,000 Won)x 2/3] from the Escrow Account and pay such portion. The rest of the amount of suchpenalty shall be paid with the funds held by Thrunet. The balance of the Escrow Amount(including the accrued interest thereon) remaining after such payment shall be used topay reorganization security and
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   reorganization credit owed by Thrunet, pursuant to the Amended Reorganization Plan;and  4. If the penalty imposed by the FTC is more than 10,000,000,000 Won:    Thrunet shall withdraw that portion of the amount of such penalty which is equal tothe amount of the Escrow Amount (including the accrued interest thereon) from theEscrow Account and pay such portion. The rest of the entire amount of such penaltyshall be paid with the funds held by Thrunet.
(6) Thrunet may object to the imposition of a penalty by the FTC through a lawsuit, objection,etc. If a refund (including the added refund) is received as a result of the final andconclusive determination of the penalty, the Thrunet shall conduct the following:
 1. based on the finally and conclusively determined amount of the penalty,calculate the “penalty amount that shall be withdrawn and paid out of the EscrowAccount finally and conclusively” as calculated pursuant to Paragraph (5) above; and  2. additionally pay to the reorganization security holders and reorganizationcreditors, in accordance with the Amended Reorganization Plan, the amount of refund(including the added refund thereon), which is equal to (i) the “amount alreadywithdrawn and paid out of the Escrow Account pursuant to Paragraph (5) above (or asthe case may be, the amount equivalent to the reserves set aside under the proviso ofParagraph (4) above)”, less (ii) the “penalty amount that shall be withdrawn and paidout from the Escrow Account finally and conclusively” as calculated in Subparagraph 1above.
(7) Hanaro Telecom shall bear no obligations to contribute moneys in connection with theacquisition of Thrunet, other than the obligation to deposit and pay the Purchase Price underArticles 3(4) and 9.
**Article 6 (Capital Reduction)**
Thrunet may determine, at the time of preparation of the Amended Reorganization Plan, specificmatters regarding capital reduction, such as reduction of the capital represented by common sharesissued prior to the approval of the Amended Reorganization Plan, and the consolidation ratio ofshares.
**Article 7 (Issuance of New Shares)**
(1) Thrunet shall issue and allocate to Hanaro Telecom, and Hanaro Telecom shall subscribe for,99,240,000 common shares in registered form pursuant to this Agreement and the AmendedReorganization Plan, promptly upon completion of the capital reduction procedures of Thrunetunder Article 6 hereof (or on the issuance date of new shares, in the event that no capitalreduction is effected under Article 6 hereof). (2) Matters regarding issuance of new shares under Paragraph (1) above shall be as follows:
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 1. Type and number of new shares to be issued: 99,240,000 common shares inregistered form;  2. Par value per share: 2,500 Won;  3. Issue price per share: 2,500 Won;  4. Capital increase: 248,100,000,000 Won;  5. Method of allocation of new shares and subscribers thereof: entire new sharesto be allocated to Hanaro Telecom;  6. Payment date for new shares: the date as set forth in the AmendedReorganization Plan;  7. Location of payment of Subscription money: account designated by Thrunet;and  8. Effective date of new shares: the date immediately following the date ofpayment for the new shares.
(3) Hanaro Telecom shall not dispose of 49,620,000 shares, which comprise 50 % of the new shares,that it subscribed for under this Article 7, for a one-year period following the issuance dateof such shares. To secure its obligation not to dispose of such shares, Hanaro Telecom shallmake a safeguard deposit such shares in the Korea Securities Depository, and shall promptlydeliver the relevant documents to Thrunet. Thrunet shall issue share certificates to HanaroTelecom pursuant to the applicable laws and regulations upon completion of Hanaro Telecom’spayment for for the new shares
**Article 8 (Subscription for Bonds)**
Hanaro Telecom shall subscribe for bonds (the “Bonds”) issued by Thrunet on a private placementbasis pursuant to this Agreement and the Amended Reorganization Plan, as follows:
 1. Type of Bonds: non-guaranteed corporate bonds;  2. Total amount of the Bonds: 223,290,000,000 Won;  3. Issue price of the Bonds: 223,290,000,000 Won;  4. Maturity of the Bonds: five (5) year anniversary of the issuance date of theBonds (if such date is not a bank business day, the immediately following bankbusiness day);  5. Interest rate for the Bonds; 3.42% per annum;  6. Interest payment date: every three (3) months after the issuance date of theBonds (if such date is not a bank business day, the immediately following bankbusiness day);  7. Default interest: if the issuer fails to pay the principal of, or theinterest on, the Bonds on the maturity or the payment due dates, default interestshall be payable in respect of the overdue amount, calculated on daily basis at thedefault interest rate as set forth in the Amended Reorganization Plan, from the dateimmediately following the relevant maturity or due date until the date of actualpayment;  8. Redemption prior to maturity: the issuer may redeem the whole or any part ofthe Bonds with respect to the principal or interest thereon at any time prior tomaturity, subject to a one-month written notice;  9. Type of bond certificates: bearer form;  10. Payment due date for subscription money for the Bonds: the date immediately
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   following the effective date of new shares under Article 7(2) hereof; and  11. Subscription money to be paid to: the account designated by Thrunet.
**Article 9 (Deposit and Payment of Purchase Price)**
(1) Hanaro Telecom shall deposit in the account designated by Thrunet the Purchase Price, lessthe sum of the Earnest Money already paid by Hanaro Telecom pursuant to Article 4 hereof andthe interest accrued on the Earnest Money, at least three (3) bank business days prior to themeeting of interested persons for adoption of resolution of the Amended Reorganization Plan. (2) Thrunet and Hanaro Telecom shall enter into a pledge agreement in the form as attached heretowith respect to the bank deposit claims on the full amount of the Purchase Price and theaccrued interest thereon, over which the Thrunet shall create a pledge in favor of HanaroTelecom immediately upon the deposit of the Earnest Money under Paragraph (1) above; provided,however, that no such pledge shall be created over the Escrow Amount as referred to in Article5(4) hereof. (3) The pledge created under Paragraph (2) above shall, for the payment of the subscription moneyfor new shares and subscription money for the Bonds and to the extent of the amount of moneyto be paid for such new shares and the Bonds, be extinguished on the payment date of thesubscription money for new shares and the payment date of the subscription money for theBonds, respectively, under the Amended Reorganization Plan after the Amended ReorganizationPlan is approved by the Reorganization Court. (4) The Purchase Price shall, after the Amended Reorganization Plan is approved by theReorganization Court, be converted into the subscription money for new shares under Article 7hereof and the subscription money for the Bonds under Article 8 hereof. Also, the amount ondeposit on the Escrow Account under Article 5(4) hereof shall be converted into thesubscription money for the Bonds. (5) After the Purchase Price is converted pursuant to Paragraph (4) above into the subscriptionmoney for new shares and the subscription money for the Bonds, Thrunet shall return to HanaroTelecom the interest accrued on the Purchase Price deposited pursuant to Paragraph (1) above.
**Article 10 (Dispatch of Acquisition Group)**
(1) Hanaro Telecom may, after the approval of the Amended Reorganization Plan, dispatch a groupof acquisition personnel (the “Acquisition Group”) to Thrunet in order to facilitate theacquisition of Thrunet by Hanaro Telecom. (2) The size of the Acquisition Group and the scope of the matters that may be handled by theAcquisition Group shall be determined with the permission of the Reorganization Court, subjectto consultations between Thrunet and Hanaro Telecom. (3) Thrunet shall (i) until Hanaro Telecom acquires the management right over Thrunet, consultthe Acquisition Group prior to obtaining the permission of the Reorganization Court if Thrunetintends to pay its debts, incur new debts, acquire or dispose of material assets, or enterinto, renew or amend any agreements relating to the
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  foregoing, and (ii) consult the Acquisition Group with respect to the matters falling underthe work scope of the Acquisition Group.
**Article 11 (Terms of Employment)**
(1) Hanaro Telecom shall guarantee the employment of all of the employees of Thrunet under theLabor Standard Act as of the date of this Agreement and procure that no disadvantage is causedto such employees by the execution and performance of this Agreement. (2) The period during which the guarantee of employment under Paragraph (1) above is applicableshall be as agreed separately between Hanaro Telecom and Thrunet.
**Article 12 (Effectiveness)**
This Agreement shall become effective upon the affixing by Thrunet and Hanaro Telecom of their sealimpressions on this Agreement and the approval of the Reorganization Court with respect thereto.
**Article 13 (Termination)**
(1) Upon the occurrence of any of the following events, Thrunet may terminate this Agreement witha written notice to Hanaro Telecom; provided that, this Agreement shall not be terminated forany reason after the Amended Reorganization Plan is approved by the Reorganization Court:
 1. if Hanaro Telecom fails to deposit the Earnest Money under Article 4(1)hereof;  2. if Hanaro Telecom fails to deposit the Purchase Price under Article 9(1)hereof;  3. if Hanaro Telecom fails to obtain and notify to Thrunet the approvals,licenses, etc. under Article 15(3) hereof within the period prescribed therein; or  4. if Hanaro Telecom commits a breach of its obligations under this Agreementand fails to remedy such breach within 15 days following the receipt of a noticerequiring such breach to be remedied.
(2) Upon the occurrence of any of the following events, this Agreement may be terminated with awritten notice to the other party; provided, however, that this Agreement shall not beterminated for any reason after the Amended Reorganization Plan is approved by theReorganization Court:
 1. by Hanaro Telecom and/or Thrunet, if the Amended Reorganization Plan is notapproved by the Reorganization Court;  2. by either party, if such party becomes unable to perform this Agreement dueto a war, act of God or any other force majeure beyond the control of such party; or  3. by Hanaro Telecom, if Thrunet commits a breach of its obligations under thisAgreement and fails to remedy such breach within 15 days following the receipt of anotice requiring remedy of such breach.
(3) Either party may terminate this Agreement if the Amended Reorganization Plan fails
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  to be approved by the Reorganization Court within 6 months from the date of this Agreementfor reasons not attributable to such party. (4) If this Agreement is terminated due to any event set forth in Paragraph (1) above, theguarantee deposit (including the accrued interest thereon in the case of Article 13 (1),Subparagraph 1) or the Earnest Money (including the accrued interest thereon in the case ofArticle 13 (1), Subparagraphs 2 to 4) shall belong to Thrunet as a penalty. In such case, thepledge created over the bank deposit claims shall be automatically extinguished and HanaroTelecom shall give the relevant financial institution a notice of closing of the accountconcerned. Hanaro Telecom shall bear no obligations to compensate for damages in connectionwith this Agreement, other than the guarantee deposit (including the accrued interest) or theEarnest Money (including the accrued interest thereon) belonging to Thrunet pursuant to thisParagraph (4). (5) If this Agreement is terminated under Paragraph (2) or (3) above for reasons not attributableto Hanaro Telecom prior to the approval of the Amended Reorganization Plan by theReorganization Court, Thrunet shall, immediately upon such approval by the ReorganizationCourt being obtained, return to Hanaro Telecom the Earnest Money (including the accruedinterest thereon) or the Purchase Price (including the accrued interest thereon). (6) If this Agreement is terminated, Thrunet and Hanaro Telecom shall immediately return to theother party, or destroy, all the materials, etc. obtained from the other party.
**Article 14 (Indemnity)**
If this Agreement is terminated, Hanaro Telecom shall not claim any damages from Thrunet, theReorganization Court, the lead manager for the present M&A, etc., other than the return orrepayment of the Earnest Money and the Purchase Price pursuant to Articles 4 (1), 9 (1), or 13 (4)or (5) hereof.
**Article 15 (Covenants by Hanaro Telecom)**
(1) Hanaro Telecom fully understands that it shall obtain the consent of the **reorganizationsecurity holders and reorganization**creditors or the shareholders of the Thrunet in a meetingof interested persons if the interest of such **reorganization security holders andreorganization**creditors or the shareholders is unfavorably affected in connection with theAmended Reorganization Plan. (2) Hanaro Telecom fully understands that (i) the reorganization procedures of the Thrunet shallnot automatically be terminated by the execution of this Agreement, debt restructuring underthe Amended Reorganization Plan, payment of the Purchase Price, and payment of the**reorganization security and reorganization**credits owed by the Thrunet, and (ii) thetermination of the reorganization procedures of the Thrunet shall be determined by the finaland conclusive judgment of the Reorganization Court pursuant to the applicable laws, based onthe financial soundness of the Thrunet, including procurement of funds necessary to performthe Amended Reorganization Plan or generation of ordinary profit, after the acquisition of theissued shares of the Thrunet by Hanaro Telecom pursuant to the approved Amended ReorganizationPlan.
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(3) Hanaro Telecom acknowledges that it is entering into this Agreement based on its confirmationof the availability of the approvals, licenses, etc. under the MRFTA and other relevant lawsand regulations necessary for the acquisition of the Thrunet by Hanaro Telecom. If suchapprovals, licenses, etc. necessary for the acquisition of the Thrunet by Hanaro Telecom arenot obtained and notified to the Thrunet not later than the earlier of (i) 60 days followingthe date of this Agreement (or the extended date by which such approvals, licenses, etc. areto be obtained, if such extended date has been granted by the Reorganization Court as a resultof a delay in the period for obtaining such approvals, licenses, etc. pursuant to the relevantlaws and regulations) and (ii) three (3) business days prior to the meeting of interestedpersons, such failure shall be deemed to be attributable to Hanaro Telecom.
**Article 16 (Covenants by Thrunet)**
(1) Thrunet shall promptly take all the steps necessary for acquisition of Thrunet by HanaroTelecom to be completed as quickly as possible pursuant to this Agreement, for as long as thisAgreement remains effective. (2) Thrunet shall conduct its purchases, sales, administration and other business and managementmatters in good faith and in the ordinary course of business, for as long as this Agreementremains effective. (3) Thrunet shall comply with the applicable laws and regulations in performing the matters setforth herein, for as long as this Agreement remains effective. (4) Thrunet shall not, for as long as this Agreement remains effective, commit any act that,except for the change in the capital of Thrunet as set forth in this Agreement, may cause achange in the capital of Thrunet, including, without limitation, a grant of the pre-emptiverights to subscribe for new shares to any persons other than Hanaro Telecom, issuance ofconvertible bonds, bonds with warrants or exchangeable bonds, or a grant of stock options. (5) Thrunet shall not, for as long as this Agreement remains effective, proceed with or commenceany transactions the same as or similar to the transactions contemplated by this Agreement,with third parties other than Hanaro Telecom or the persons acknowledged by Hanaro Telecom. (6) Thrunet shall not, for as long as this Agreement remains effective, commit any act that maysubstantially deteriorate the financial status of the Thrunet, without the permission of theReorganization Court. (7) With respect to the damages and reimbursable expenses payable to SK Networks Co., Ltd. (thenknown as SK Global Co., Ltd.) (“SK Networks”) under a certain Asset Transfer Agreement datedJuly 5, 2002 between Thrunet and SK Networks and certain agreements ancillary thereto(collectively, the “Asset Transfer Agreement”), Thrunet shall, by prior consultation withHanaro Telecom, use best efforts to enter into an agreement with SK Networks under which (i)the amount equivalent to 6% of the reserve amount (which shall be the balance of the reserveamount as of the date of this Agreement as confirmed by Thrunet and SK Networks and notifiedto Hanaro Telecom) held by SK Networks under the Asset Transfer Agreement as of the date ofthis Agreement shall be paid to Thrunet by December 31, 2007, and (ii) SK Networks waives, inreturn for the waiver by Thrunet of the right to claim the payment of the
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  balance of the reserve amount on or after December 31, 2007, its rights to claim thedamages and reimbursable expenses under the Asset Transfer Agreement as well as its allother rights. (8) Thrunet shall use best efforts to ensure that the “Master Agreement on Cooperation forAdditional Communication Business” and the agreements ancillary thereto entered into withgeneral cable broadcasting business operators, relayed broadcasting business operators ortransmission network business operators under the Broadcasting Act will remain effective afterthe execution of this Agreement. (9) Thrunet shall, by referring to the opinion of Hanaro Telecom, prepare the AmendedReorganization Plan to contain the details of the acquisition of Thrunet by Hanaro Telecom.
**Article 17 (Application for Termination of Reorganization Procedures)**
Thrunet shall use best efforts to make an application to the Reorganization Court for terminationof the reorganization procedures pursuant to the Corporate Reorganization Act, as quickly aspossible after the completion of payment under Article 5 hereof of the reorganization security andreorganization credits owed by Thrunet.
**Article 18 (Confidentiality Obligation)**
(1) Neither Thrunet nor Hanaro Telecom shall disclose to a third party, or allow a third party togain knowledge , trade secrets of the other party, the terms of this Agreement or any otherinformation related to the present M&A obtained in connection with the execution andperformance of this Agreement (including the information obtained in the process leading tothe execution of this Agreement) without prior written consent of the other party. (2) The confidentiality obligation under Paragraph (1) above shall not be applicable to (i) theprovision by Thrunet to its creditors or the Reorganization Court of materials related to thepresent M&A and other information regarding the progress thereof for purposes of, amongothers, making reports to the Reorganization Court or conducting consultations with suchcreditors in order to proceed with the present M&A or (ii) the provision of information asrequired by the applicable laws and regulations, regulatory agencies or the court. (3) The confidentiality obligation under this Article 18 shall not be applicable to (i) theprovision for unavoidable reasons by Hanaro Telecom of the materials related to the presentM&A and other information regarding the progress thereof to financial advisors, legaladvisors, accounting firms or the shareholders or creditors of Hanaro Telecom (restricted tothe shareholders or creditors of Hanaro Telecom to whom materials related to the present M&Aand other information regarding the progress thereof have been provided pursuant to therelevant agreement with Hanaro Telecom) for purposes of proceeding with the present M&A or(ii) the provision of information relating to the present M&A as required by the Securitiesand Exchange Act and other applicable laws and regulations. (4) Thrunet and Hanaro Telecom shall not use the information obtained in connection with theexecution and performance of this Agreement for any purposes other than the purpose ofperforming this Agreement and proceeding with the present M&A.
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  Hanaro Telecom shall procure that the financial advisors, legal advisors, accounting firmsor creditors of Hanaro Telecom under Paragraph (3) above shall comply with theconfidentiality obligation under this Article 18, and Hanaro Telecom shall directly bearthe liability for any breach of such confidentiality obligation by such the financialadvisors, legal advisors, accounting firms or creditors of Hanaro Telecom. (5) Thrunet and Hanaro Telecom shall continue to bear the confidentiality obligation under thisArticle 18 even after this Agreement ceases to be in effect or is terminated; provided,however, that Hanaro Telecom may (i) if the Amended Reorganization Plan has been approved bythe Reorganization Court, disclose to the public or a third party under its responsibility thedetails and terms of this Agreement and other information relating to the present M&A(including the information obtained in the process leading to the execution of this Agreement)as the largest shareholder of Thrunet, in accordance with the applicable laws and regulations,subject to the prior consultation with Thrunet, and (ii) if the reorganization procedures forThrunet has been completed, disclose to the public or a third party under its responsibilitythe trade secrets of Thrunet.
**Article 19 (No Assignment)**
The rights and obligations of Hanaro Telecom under this Agreement shall not be assigned to a thirdparty without permission of the Reorganization Court and Thrunet.
**Article 20 (Other Provisions)**
(1) Thrunet and Hanaro Telecom shall cooperate fully in good faith for the performance of thisAgreement and the management normalization of Thrunet. (2) The reference to Thrunet in this Agreement shall be the reference to the receiver of Thrunetor Thrunet itself, as the context requires. (3) Matters not specified herein shall be in accordance with the Corporate Reorganization Act,Corporate Reorganization Proceedings Working Rule No. 5 of the Bankruptcy Department of theSeoul Central District Court as amended on October 9, 2001 (the “Working Rule”), and generaltrade practices regarding M&A. (4) Terms of this Agreement may be amended by agreement between Thrunet and Hanaro Telecom,subject to the approval of the Reorganization Court with respect to such amendment. (5) The effectiveness and interpretation of this Agreement shall be governed by the laws of theRepublic of Korea, and any dispute arising in connection with this Agreement shall be underthe jurisdiction of the Seoul Central District Court with respect to the first-instance trial. (6) If the Reorganization Court presents any opinion with respect to the execution of thisAgreement or in the process of the deliberation, resolution, etc. of the AmendedReorganization Plan, each of Thrunet and Hanaro Telecom shall accommodate such opinion to thefullest extent as long as its rights and/or obligations are not substantially changed thereby.
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(7) If Thrunet intends to do any act deviating from its customary business such as payingreorganization creditors owed by Thrunet or executing (including executing an amendmentagreement) or terminating any material agreement from the date of this Agreement until theapproval of the Amended Reorganization Plan, Thrunet shall consult with Hanaro Telecom inadvance; provided that the term “material agreement” shall include, without limitation, thegeneral terms and conditions for the subscribers of Thrunet, any agreement executed withrespect to the solicitation and charging of subscribers, any entrustment agreement executedwith respect to the provision of internet services to subscribers, and any agreement executedwith respect to the use of various communication lines in connection with the provision ofinternet services to subscribers. (8) This Agreement shall prevail over any prior oral or written agreements (including BiddingDocuments of Hanaro Telecom and the MOU) exchanged between the parties in connection with theacquisition of Thrunet by Hanaro Telecom.
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In Witness Whereof, Thrunet and Hanaro Telecom have duly executed this Agreement by signing oraffixing their seals on this Agreement in duplicate and each party shall keep one copy.               February 4, 2005   Thrunet: Korea Thrunet Co., Ltd.  1338-5, Seocho-dong, Seocho-ku, Seoul  Receiver: Seok Won Park   Proposed Acquirer: Hanaro Telecom Inc.  43, Taepyungro 2-ga, Chung-gu, Seoul  Representative Director: Chang-Bun Yoon   Attachments: Pledge Agreement  Escrow Agreement
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