Exhibit
4.3

    

    
       

      



      


      LICENSE AND DISTRIBUTION
AGREEMENT

      


      
 

      


      Between

      


      


      WEBZEN INC.

      


      


      and

      


      


      NHN USA INC.

       

       

      
        
          
          

        

        
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      This LICENSE AND DISTRIBUTION AGREEMENT
(“Agreement”) is entered into this May 21st_, 2009 (hereinafter referred to as
“Execution
Date”) by and between
WEBZEN Inc., a corporation duly organized and
existing under the laws of the Republic of Korea (“Korea”) and having its principle office at
9F Daelim Acrotel, 467-6
Dogok-Dong, Kangnam-Gu, Seoul 135-971, Korea (hereinafter referred to as
“WEBZEN” or “Licensor”), and NHN USA Inc., organized and existing under
the laws of the State of
Delaware, USA and having its registered office at 3353 Michelson Dr. Suite 250,
Irvine, California 92612, USA (hereinafter referred to as “Licensee”). WEBZEN and Licensee are hereinafter
referred individually as a
“Party” and collectively as the “Parties”.

      


      


      


      WITNESSETH :

      


      


      WHEREAS, WEBZEN has developed 3D PC online game entitled “Soul of the Ultimate Nation:
World Edition” (hereinafter “S.U.N.”) and WEBZEN is duly authorized and has
the right to license the
same; and

      


      WHEREAS, Licensee represents that it has the
desire, capability and capacity to market, host, and operate the online game,
entitled, “S.U.N.” and perform the other rights and
obligations of Licensee described herein in a high-quality manner within and throughout the
Territory; and

      


      WHEREAS, WEBZEN wishes to license to
Licensee and Licensee wishes to license from WEBZEN
the online game, entitled,
“S.U.N.” in accordance with the terms and
conditions of this Agreement.

      


      NOW,
THEREFORE, in consideration of the mutual promises
and covenants contained herein, the Parties hereby agree as
follows:

       

      
        
          
          

        

        
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      Article 1.
Definition

      


      Whenever used in this Agreement, the
following terms shall have the following specified meanings:

      


      
        	
                1.1  

              	
                “Account” means both Billing Information and Game
      Data.

              


      

      


      
        	
                1.2  

              	
                “Accumulated Total Sum of Gross
      Revenue (hereinafter “ATSGR”)” means the accumulated total sum
      of the “Gross
      Revenues (defined in Article 1.16)” in all countries within the
      “Territory (defined
      in Article 1.44)”.
      Licensee shall report
      to Licensor the most current (at each and every report submissions)
      “ATSGR” in the Monthly/Yearly Reports as
      required in Article 19 of this
Agreement.

              


      

      


      
        	
                1.3  

              	
                “Billing Information” shall mean all billing
      information of End Users, including, without limitation, credit card and
      other billing information, address, telephone number, email address,
      national identification number and, for each associated account, a means
      to link it with the corresponding character information in the Game
      Database, and other identification information of
      End Users.

              


      

      


      
        	
                1.4  

              	
                “Business Information Portal
      (BIP)” means the
      monitoring tool developed and operated by Licensee in order to monitor
      Online
      Services status of
      the Game and to access data, including but not limited to the
      following, CCU
      (Concurrent Users), revenues, number of active Users, Number of newly
      registered Users, number of paying Users and ARPU (Average Revenue Per
      User) that are associated with the
Game.

              


      

      


      
        	
                1.5  

              	
                “Client” means: (i) object code which may
      be acquired and installed by a User either on some
      form of tangible media (e.g., a CD-ROM, DVD-ROM, etc.) or by means of a
      “download” or transmission via an online
      connection, or which is pre-installed on (i.e., bundled with) a computer
      which, when installed on a User’s computer which is connected to the
      Internet, allows access to and communication with the SERVER SOFTWARE; and
      (ii) any and all manuals, specifications, user guides and other
      documentation related
thereto.

              


      

      


      
        	
                1.6  

              	
                “Closed Beta Test (CBT)" means the
      non-public testing of
      the Beta version of the Game by a select group of end users prior to Open
      Beta Test on a relatively small scale of
      participants.

              


      

      


      
        	
                1.7  

              	
                “Commercialization”, “Commercial Release”, “Commercially Launch”, “Commercial Launch”, “Commercially Released”, or “Commercial Service” means sale or making available
      for sale, use or download of a Client able to connect to SERVER SOFTWARE
      for fee, except for any Closed or Open Beta Testing, or similar quality control
      testing by a limited number of Users, who are not charged for the use or operation of the
      SOFTWARE. “Commercial
      Release Date” means
      the date on which Localized SOFTWARE is officially launched on the Local
      Server and commercially made available to the general public in the
      Territory.

              


      

      


      
        	
                1.8  

              	
                “Confidential
      Information”
      shall have the
      meaning set forth in Article 25
below.

              


      

      


      
        	
                1.9  

              	
                “Copyright(s)” means all copyright rights,
      neighboring and derivative rights, and all other literary property and
      author rights and all right, title and interest in all design rights,
      copyrights, copyright
      registrations, certificates of copyright and copyrighted interests
      throughout the world.

              


      

      


      
        	
                1.10  

              	
                “Deliverable(s)” shall mean such deliverables,
      as is required to be
      delivered to Licensee by Licensor, including the SOFTWARE in executable
      version, which shall be set forth in Article
      4.

              


      

      


      
        	
                1.11  

              	
                “Documentation” shall mean guides, instruction
      manuals and other documents, whether in written or machine-readable form,
      updated and issued by Licensor from time to time for Licensee’s use of
  

              


      

       

      
        
          
          

        

        
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        	 	the SOFTWARE. Documentation of
      this nature shall be
      provided in English. However, all texts and materials of the Game contents
      related to localization according to Article 4.2 and 4.6 of this Agreement
      shall be provided in Korean for Licensee’s
    translation.


      

      


      
        	
                1.12  

              	
                "End User(s)" shall mean individual
      users located in the Territory who are offered or provided online access
      to the Game and Online Services as operated by Licensee (or on its behalf
      by an Authorized Sublicensee) in the Territory, whether or not paying to
      access the Online Services.

              


      

      


      
        	
                1.13  

              	
                “Exploit” or the “Exploitation” means to exercise the rights
      granted to Licensee in Article 2
below.

              


      

      


      
        	
                1.14  

              	
                “Game” means PC Online game, entitled,
      “S.U.N.”, developed by the Licensor. The
      Game title may be changed by mutual consent between the Parties in
      accordance with
      Article 2.6 of this Agreement. The Game is licensed hereunder to
      Licensee and Licensee shall commercially release the Game in the Territory
      in the English language with having Spanish as an option. The addition of
      the Spanish language other than English for Localization purposes shall be
      mutually decided in a subsequent writing in accordance with Article 4.7 of
      this Agreement.

              


      

      


      
        	
                1.15  

              	
                “Game Data” means a collection of End User
      data relating to the game-play information recorded by the Localized Game,
      such as character
      appearance (face/body) and attributes (level/experience points/skills),
      item inventory and other statistics of each and every one of the End
      users, including all data and information arising from or relating to the
      Localized Game.

              


      

      


      
        	
                1.16  

              	
                “Gross Revenue(s)” means all revenues received or
      recognized by Licensee (except any revenue from web advertising in
      www.ijji.com and its sub-domains), its agents or any sub-licensees
      preapproved in writing by Licensor, under International Accounting
      Standards arising out of or resulting from the
      Commercial Release or other Exploitation of the licenses granted under
      this Agreement, including without limitation both Offline Revenue and
      online revenue (including the sale and distribution of the Client and/or
      other income-generating activities relating to the
      Game and/or Online Services in the Territory, but excluding distribution
      of Client for promotional purposes), provided that Gross Revenue shall
      exclude any revenue Licensee receives if already included in Gross Revenue
      so as to avoid double
      counting. Gross Revenue specifically excludes Net Advertising Sales
      Revenue.

              


      

      


      
        	
                1.17  

              	
                “Hacking” means any unauthorized access,
      programming or modification of computer code, or other action related to
      any SOFTWARE’s component, including without
      limitation, the
      SERVER SOFTWARE, Client, Billing System, SOFTWARE Data, any database, or
      any other components of the SOFTWARE, and including without limitation,
      any cheats, any activity that may be construed as fraud and related
      activity in connection with
  computers.

              


      

      


      
        	
                1.18  

              	
                “Hardware” means the physical computers,
      networking equipment, support equipment, wiring and associated equipment
      required to run the SOFTWARE, SERVER SOFTWARE and their related
      databases.

              


      

      


      
        	
                1.19  

              	
                “In-Game Advertising”, “In-Game Ad(s)” or “In-Game Advertisement” for all purposes of this
      Agreement, means, only as displayed in the Game Title (S.U.N.), any
      material (including, without limitation, graphical or textual elements,
      animated media, video, music, voiceovers, trailers, promotional
      announcements, offerings, or coupons, 3D
      objects, and sound) provided by or on behalf of Licensor or Licensee or a
      third party that promotes a brand, product, service, person or entity,
      whether delivered as “static”, hard-coded, via an electronic
      network or otherwise, and including time and content
      between game levels or prior to, during or after game play, menu, loading,
      registration, pause, or other such
  screens.

              


      

      


      
        	
                1.20  

              	
                “Installation Period” means the period of initial
      training and technical assistance under this Agreement for installation of the SOFTWARE
      for CBT, OBT and Commercialization.

              


      

       

      
        
          
          

        

        
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                1.21  

              	
                “Intellectual Property
      Right(s)” means, collectively, worldwide
      Patents, Trade Secrets, Copyrights, moral rights (moral rights include the
      right of an author to be known as the author of a work; to prevent others from
      being named as the author of a work; to prevent others from falsely
      attributing to an author the authorship of a work which he/she has not in
      fact created; to prevent others from making deforming changes in an
      author’s work; to withdraw a published work from
      distribution if it no longer represents the views of the author; and to
      prevent others from using the work or the author’s name in such a way as to reflect
      on his/her professional standing), trade names, Trademarks,
      rights in trade dress and all other
      intellectual property rights and proprietary rights, whether arising under
      the laws of any country throughout the world including all rights or
      causes of action for infringement or misappropriation of any of the
      foregoing.

              


      

      


      
        	
                1.22  

              	
                “Localization(s)” means the modification and
      translation of any Korean materials into English and any other languages
      that the Parties have mutually agreed to service the Game in pursuant to
      this Agreement. The
      Intent being to provide a more culturally acceptable product. “Localized” means the state of such material
      after it has completed localization and been approved by
      Licensor.

              


      

      


      
        	
                1.23  

              	
                “Local Server(s)” means the dedicated server
      hosting the Localized SERVER SOFTWARE in the
    Territory.

              


      

      


      
        	
                1.24  

              	
                “Marketing Material(s)” means any items that have been
      pre-approved by the Licensor from the following categories: advertising,
      marketing, promotional, packaging materials, Promotional Materials or other similar materials
      (including without limitation any product specific Internet sites), or anything created by or
      on behalf of Licensee and pre-approved by the Licensor for use in
      connection with the advertising, marketing, promotion or distribution of
      the Localized SOFTWARE.

              


      

      


      
        	
                1.25  

              	
                “Minimum Guarantee” shall mean the guaranteed minimum
      royalty amount to be
      paid by Licensee to Licensor as set forth in Article 3.1
      b).

              


      

      


      
        	
                1.26  

              	
                “Net Revenue(s)” means “Gross Revenue(s)” defined in Article 1.16 minus
      withholding tax, sales tax, value added tax, and/or any other applicable
      tax and PG Fee defined in Article
  1.35.

              


      

      


      
        	
                1.27  

              	
                “Net Advertising Sales
      Revenue(s)” means any revenue actually
      collected from advertisers by Licensee with respect to advertisements
      included inside the play area of the Game (including product placement,
      loading and log-in/log-out pages) in the Territory, but shall not include
      revenue arising from advertisements posted on web pages in www.ijji.com
      and its related sub-domain for the Game outside the play area. Net
      Advertising Sales Revenue shall not include any fees paid to third party
      agents in connection with such advertising
      business, discounts etc. payable to the third parties as well as any and
      all relevant taxes.

              


      

      


      
        	
                1.28  

              	
                “Offline Revenue(s)” means any revenues received or
      recognized by Licensee from Commercial Release of Packaging Materials.
      Distribution of
      Packaging Materials by Licensee for promotional purpose shall not be
      considered as
      Commercial Release, and shall be excluded in calculating Offline
      Revenue.

              


      

      


      
        	
                1.29  

              	
                "Open Beta Test (OBT)" means the
      testing upon public release by a group of end users from the general public of a Beta Test
      version of the Game prior to Commercial
  Release.

              


      

      


      
        	
                1.30  

              	
                “Online Services” means all aspects of the hosting,
      operation, maintenance, provision, marketing and support of the online
      portion of the Localized Game in the Territory to be provided by Licensee as set
      out in this Agreement.

              


      

      


      
        	
                1.31  

              	
                “Original Artwork(s)” means any pictorial, graphic works and other
      audiovisual works created by


              


      

       

      
        
          
          

        

        
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                or on behalf of Licensee for the
      purpose of being incorporated into any component of the Localized
      SOFTWARE, Marketing
      Materials, Packaging Materials or Instructional
    Guide.

              


      

      


      
        	
                1.32  

              	
                “OSMU (One Source Multi Use) and
      Merchandising” means
      any merchandise
      produced and distributed utilizing the
      derivative works of the Game, (including without limitation,
      trinkets,
      souvenirs,
      dress/clothes, bags, desk objects (including mouse pads), game guides, novels/graphic
      novels, posters, art
      books, magazines, pen & paper RPGs/board games, figures, films, motion
      pictures, cartoons, video and television broadcasts and recording).
      This does not include
      In-Game Ad with which the related terms are stated in Articles 1.19 and 16 of this
      agreement.

              


      

      


      
        	
                1.33  

              	
                “Packaging Material(s)” or “Box” means all packaging and other
      materials used in connection with distributing the Localized Client and
      providing the Online
      Services to the User.

              


      

      


      
        	
                1.34  

              	
                “Person” means and includes any
      individual, partnership, joint venture, corporation, company,
      association, joint stock company, trust, unincorporated organization or
      similar entity.

              


      

      


      
        	
                1.35  

              	
                “PG (Payment Gateway)
      Fee” means
      any and all fees or
      commissions that are to be paid to the 3rd Party Payment Gateway services
      for collection of revenues from the End Users within the Territory. The
      Parties agree that the maximum rate for each PG Fee shall not exceed
      25% of the Gross
      Revenue earned from
      transaction with each PG.. If the Parties decide that a PG Fee rate shall
      be higher than 25%,
      then both Parties
      shall make mutual written amendment to this Agreement for setting the
      related terms and conditions. Each PG fee rate may be applied as set forth on Exhibit A.
      Further, any and all changes that may occur to any of these rates shall be
      immediately informed to Licensor via written
    statement.

              


      

      


      
        	
                1.36  

              	
                “Real Server
      Environment” means
      the servers in a live environment as contrast to test servers
      which are generally
      known as alpha servers and operated for the
      purpose of internal testing of the
Game.

              


      

      


      
        	
                1.37  

              	
                “Promotional Material(s)” means Licensor’s pre-approved items created by or
      on behalf of Licensee that are sold at cost or near cost, given away for
      free or otherwise
      used for the purpose of increasing the sale, marketing, promoting or
      publicizing the SOFTWARE or the
Game.

              


      

       

      
        	
                1.38  

              	
                SERVER SOFTWARE means the
      collection of software that the Client connects to (whether directly or
      indirectly) comprising the interface between the Client and the
      Localized SOFTWARE Online Services and any and all manuals,
      specifications, user guides and other documentation regarding such
      software.

              


      

      


      
        	
                1.39  

              	
                “Sequel” means any new
      massively-multiplayer online game that (i) is based on the main
      story and characters
      of the Game and commercially launched as a sequel, prequel or series of
      the Game, (ii) reflects a substantially different gameplay than the Game,
      (iii) does not interoperate with the existing Game and is capable of being
      played as a massively-multiplayer online game
      separate and apart from the Game, and (iv) is commercially launched as a
      separate massively-multiplayer online
  game.

              


      

      


      
        	
                1.40  

              	
                SOFTWARE shall mean both SERVER
      SOFTWARE and Client of the Game entitled “S.U.N.” (in executable version
      only), including all
      updates, upgrades,
      expansions, etc. and all programs, algorithms, techniques,
      processes, methods, know-how and other information comprised therein and
      the Documentation defined in Article 1.11.

              


      

      


      
        	
                1.41  

              	
                “Source Code” means all computer code
      written by WEBZEN in
      connection with the SOFTWARE, including a full source language statement
      of the SOFTWARE, with all related flow charts,
  

              


      

       

      
        
          
          

        

        
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                schematics and annotations which
      comprise the preceding detailed design documents, sufficient to allow a
      reasonably skilled third party analyst or programmer to
      complete, develop, maintain or enhance the SOFTWARE. For the avoidance of
      any doubt, Source Code includes confidential technology (tools,
      techniques, developments or software engines which have been developed by
      WEBZEN and
      incorporated into the SOFTWARE which is not generally used or available
      within the relevant
industry).

              


      

      


      
        	
                1.42  

              	
                “Software Development and
      Installation Fee”
      means the fee that is to be paid by Licensee to Licensor, in consideration
      for the license of the SOFTWARE developed by the Licensor
      and the initial training and technical assistance provided under this
      Agreement for installation of the SOFTWARE during the Installation Period,
      and Licensor’s delivery of the product, Game in
      the form of CBT, OBT and Commercialization versions of the
      SOFTWARE defined in Article 1.40.

              


      

      


      
        	
                1.43  

              	
                “Term” shall have the meaning set forth
      in Article 21.1.

              


      

      


      
        	
                1.44  

              	
                “Territory” shall mean together the following
      list of countries:

              


      

      The United States of America, Canada, Mexico and The United Kingdom.

      


      
        	
                1.45  

              	
                “Trademark(s)” means those trademarks, logos,
      names and other signs belonging to Licensor, as well as such other marks
      belonging to Licensor which Licensee agrees to use in relation to the
      SOFTWARE.

              


      

      


      
        	
                1.46  

              	
                “Trade Secret(s)” means all right, title and
      interest in all trade
      secrets and trade secret rights arising under the common law, state law,
      Korean law, U.S. federal law or laws of foreign
      countries within the
Territory.

              


      

      


      
        	
                1.47  

              	
                “Value-In-Kind (VIK)” means the goods and/or value
      other than the actual form of cash received from the sponsors and/or
      co-marketing partners for various co-marketing
      initiatives.

              


      

      


      
        	
                1.48  

              	
                All references in this Agreement
      to the “sale” or “selling” of the Localized SOFTWARE shall
      mean the sale of a license to use the Localized SOFTWARE. All
      references in this
      Agreement to the “purchase” of the Localized SOFTWARE shall
      mean the purchase of a license to use the Localized
      SOFTWARE.

              


      

      


      


      Article 2.  Grant of
License

      


      
        	
                2.1  

              	
                All rights not expressly granted
      to Licensee hereunder are reserved by the Licensor. In other words, Licensee’s rights are only those rights
      expressly stated and granted by this Agreement. The appointment of
      Licensee only grants to Licensee the licenses set forth in this Article 2, and does not grant
      any other right, title or interest in or to any other product or property of the
      Licensor, in whole or in part, to Licensee. Notwithstanding anything else
      in this Agreement, all rights and licenses granted to Licensee in this
      Agreement will be subject to the exceptions, restrictions, limitations and
      conditions herein set forth,
      including without limitation the approval rights of the
      Licensor.

              


      

      


      
        	
                2.2  

              	
                Subject to the terms and
      conditions contained herein, Licensor grants to Licensee an exclusive, non-assignable, and
      non-transferable license to use the SOFTWARE including the names and images of
      characters, structures, areas, costumes, and any other items and things
      specific to the SOFTWARE within the Territory during the period from the
      Execution Date to the termination or expiration of this
      Agreement for the
      following purposes
      :

              


      

      


      
        	
              	
                a)  

              	
                to translate the SOFTWARE into English (including voiceover)
      and/or Spanish language(s) subsequently agreed by the Parties in
      accordance with Article 4.7 of this Agreement and to 

              


      

       

      
        
          
          

        

        
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                generate such versions of the SOFTWARE
      (the “Localized Versions”) for marketing and Online Services within the Territory (subject
      further to Article 2.3);

              


      

      
        	
              	
                b)  

              	
                to market, operate and/or
      otherwise provide Online Services of the Localized Versions of
      SOFTWARE within the Territory, which the computer servers for each of
      the Localized
      Versions shall be located;

              


      

      
        	
              	
                c)  

              	
                to host, operate, maintain,
      provide, support and otherwise perform the Online Services for the End Users;
  and

              


      

      
        	
              	
                d)  

              	
                to support the End Users located
      within the Territory.

              


      

      


      
        	
                2.3  

              	
                Licensor grants to Licensee an exclusive,
      non-assignable and
      non-transferable license to use and modify the Documentation within the Territory during the
      period from the Execution Date to the termination or expiration of this
      Agreement for the
      purposes stated in Article 2.2. Any other use, modification, amendment or revision of any part
      of the SOFTWARE including the name of title and characters of the SOFTWARE
      by Licensee shall be strictly prohibited without obtaining prior written
      approval from Licensor.

              


      

      


      
        	
                2.4  

              	
                Licensee
      may request for Licensor’s modification of certain minor and insubstantial
      portions of the SOFTWARE for the sole purpose of holding promotion events
      relating to the Game or inserting advertising materials in the Game making
      it more suitable to market in the Territory. Licensor shall not
      unreasonably decline Licensee’s such request for
    modification.

              


      

      


      
        	
                2.5  

              	
                Licensor
      hereby grants Licensee the right and license within the Territory to use
      the Trademarks and other Intellectual Property in connection with the
      license. Any such use of the Trademarks and Intellectual Property by
      Licensee shall be in compliance with the terms set forth in the Article 15
      and 16.

              


      

      


      
        	
                2.6  

              	
                The Localized Version shall be
      serviced, promoted, distributed and marketed under the titles, trademark,
      character names and other names of the SOFTWARE as originally created and used
      by Licensor provided, however, that, if it is required to change any Title
      due to any special lingual, legal or social circumstance of the Territory,
      the Parties shall determine the appropriate new Title for use in the
      Territory. All of the rights in and
      related to the original Title and New Title shall be exclusively owned by
      Licensor, and Licensee shall not use any original Title or New Title,
      other than as expressly permitted under this Agreement, without the prior
      approval of
    Licensor.

              


      

      


      
        	
                2.7  

              	
                Licensor
      hereby grants Licensee an option to exercise the right to, in the
      Territory during the Term of this Agreement license, manufacture,
      distribute and sell OSMU and Merchandizing. Fifty percent (50%) of all the
      revenue realized by Licensee from such sale of OSMU and Merchandizing
      except any agreeable third party commission shall be paid to Licensor.
      The Parties acknowledge that
      a separate OSMU and Merchandising agreement, aside from this Agreement,
      shall be signed between the Parties in order to clarify and specify the
      terms and conditions regarding OSMU and Merchandising
      business.

              


      

      


      
        	
                2.8  

              	
                Licensor
      hereby grants Licensee during the Term of the Agreement the first right of
      offer to obtain the license to manufacture, distribute and sell the Game
      in a console version (“Console Right”) within the Territory, if the console version is
      developed and owned by Licensor. Licensor also grants to Licensee
      the first right of offer for the Sequel (“Sequel Right”) within the Territory, if the
      Sequel is
      developed and owned
      by Licensor. Licensor shall
      promptly notify Licensee in writing with specific offer for the terms and
      conditions of the license in the event that Licensor decides to grant the
      Console Right and/or Sequel Right to any third party, and Licensee shall
      either decline or accept the offer within thirty (30) days of receipt.
      Licensor shall not negotiate with any third party other than Licensee for
      the Console Right and/or Sequel Right until and unless Licensee first
      declines to negotiate.

              


      

      


      
        	
                2.9  

              	
                Licensee shall not use the SOFTWARE
      and other materials
      provided hereunder, including but


              


      

       

      
        
          
          

        

        
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                without limitation, the names and images of characters,
      structures, areas, costumes, and any other items and things specific to
      the SOFTWARE, as well as any Intellectual Property Right associated thereof,
      in any manner or for
      any purpose not expressly permitted under this Agreement, including but
      not limited to commercial or pecuniary use thereof, and Licensee shall not
      sell, lease, distribute, dispose of, disclose or otherwise transfer the SOFTWARE, in whole or
      in part, in any medium, to any person or entity without
      Licensor’s express written
      consent.

              


      

      


      
        	
                2.10  

              	
                Licensee will be permitted to
      subcontract with third parties regarding any of the following activities
      (i) preparation and operation of the services of the Game
      with prior written
      approval from
      Licensor, (ii) manufacturing, marketing, distributing any downloadable
      online game packages, (iii) marketing or public relations activities in
      connection with the Game, and (iv) management of a bulletin board system or other
      messaging services such as an online forum to be operated in conjunction
      with the Game; provided that all third party contracts are
      consistent with this
      Agreement.

              


      

      


      
        	
                2.11  

              	
                Use of the SOFTWARE by employees,
      agents and independent contractors of Licensee is
      subject to this Agreement. Licensee shall be jointly and severally liable
      and responsible for compliance with the terms of this Agreement by all
      employees, agents and
contractors.

              


      

      


      
        	
                2.12  

              	
                Licensee shall use its commercially
      reasonable endeavor to apply for and obtain, if applicable the
      official (i.e. Government) Permit/Authorization/License for the operation
      of the SOFTWARE and its associated serial number from the appropriate
      local and/or central Government by the required date.

              


      

      


      
        	
                2.13  

              	
                Licensee understands and agrees that
      Licensor will suffer irreparable harm in the event that Licensee fails to
      comply with any of its obligations pursuant to this Agreement and that
      monetary damages in such event would be inadequate to compensate the
      Licensor. Consequently, in such event the
      Licensor shall be entitled, in addition to such monetary relief as may be
      recoverable by law, to such temporary, preliminary and/or permanent
      injunctive relief as may be necessary to restrain any continuing or
      further material breach by Licensee, without
      showing or proving any actual damages sustained by the
      Licensor.

              


      

      


      


      Article
3.  Payment

      


      
        	
                3.1  

              	
                Licensee within the last day of
      the following month upon receipt of an invoice from Licensor shall pay to
      Licensor as follows;

              


      

      


      
        	
              	
                a)  

              	
                Software Development and Installation Fee:
      The
      amount of USD 300,000
      shall be paid to Licensor by Licensee as the non-refundable and
      non-recoupable Software Development and Installation Fee as defined in
      Article 1.42. The payment of the Software Development and Installation fee shall be made by the
      following payment schedule:

              


      

      1st
Payment: USD 150,000 shall
be paid upon the execution of this Agreement for the development and
installation of the CBT build of the Localized SOFTWARE.

      2nd
Payment: USD 150,000 shall
be paid upon
Commercialization in any one of the countries within the Territory defined in
Article 1.44 for the development and installation of the commercial build of the
Localized SOFTWARE.

      
        	
              	
                b)  

              	
                Minimum Guarantee: Licensee hereby
      guarantees that all Running Royalty payable to Licensor pursuant to
      the Article 3.1 c) below shall be minimum USD 500,000 (“MG ”) upon Commercialization for the
      initial three (3) year Term. On the last day of the initial
      three (3) year term (“Invoice Date”), Licensor shall issue an
      invoice evidencing
      the aggregate Running Royalties paid during the initial three (3) year
      term and the due amount un-offset from MG . Such un-offset sum will be due and
      payable within thirty (30) business days upon issuance of invoice by
      Licensor and shall be non-refundable and non-
      recoupable.

              


      

       

      
        
          
          

        

        
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                c)  

              	
                Running Royalty: Licensee shall
      pay to Licensor as Running Royalty in the rate of (30)% of the Net Revenue defined in
      Article 1.26 from the
      launch of the Commercial Services in any of the countries within the
      Territory (i.e. Net
      Revenue x (30)% = Running Royalty). The Running Royalty shall be paid to
      the Licensor every month until the end of the termination of the
      Commercial Services, on the 25th calendar day from the end of each
      month. By 10 calendar
      days prior to each of such Running Royalty payments,
      Licensee shall submit to Licensor the “Monthly Royalty
      Report”. The Monthly
      Royalty Report shall include, but not limited to the following, all
      financial information in relation to the calculation of the Running
      Royalty payable to Licensor for the pertinent
      month such as the total Gross Revenue, Gross Revenue subtotals by payment
      methods, applicable tax amount and information, PG Fees, Net Revenue, and
      Running Royalty amount payable to Licensor for the pertinent
      month.

              


      

      
        	
              	
                d)  

              	
                Incentives: Licensee shall pay to
      Licensor the following amounts as the non-refundable and non-recoupable
      Incentives under the following
  conditions:

              


      

      1st
Payment: USD 300,000 shall
be paid when “Accumulated
Total Sum of Gross Revenue (ATSGR)” as defined in Article 1.2 reaches the amount greater than or
equal to USD 10 Million.

      2nd
Payment: In addition to and
as a separate payment from the 1st
Payment above, USD 500,000
shall be paid when “Accumulated Total Sum of Gross Revenue
(ATSGR)” as defined in
Article 1.2 reaches the
amount greater than or equal to USD 20 Million.

      3rd
Payment: In addition to and
as a separate payment from the 1st
Payment and 2nd
Payment above, USD 1
million shall be paid when “Accumulated Total Sum of Gross Revenue
(ATSGR)” as defined in
Article 1.2 reaches the
amount greater than or equal to USD 30 Million.

      Measurement
of “ATSGR”: At the time of each submission of the
Monthly/Yearly Report(s) (defined in and required by Article 19 of this
Agreement) from Licensee and thereupon its receipt by Licensor, the Parties shall constantly
monitor the “ATSGR” amount updated in both or either of the
Monthly Report and/or Yearly Report to mutually confirm through written notice
whether any one or more of the above mentioned Incentives’ conditions is(are) met.

      Payment of
the Incentives: When it is
mutually confirmed by both Parties that any one or more of the conditions above
mentioned is(are) met, in accordance with the above Article 3.1 d) Measurement
of “ATSGR”, Licensor shall issue an invoice
evidencing the due
Incentive amount payable by Licensee in accordance with the above Article 3.1 d)
1st Payment,
2nd Payment, and 3rd Payment and Licensee shall make such due
Incentives payment to Licensor.

      
        	
              	
                e)  

              	
                If Licensor does not receive any
      payments from Licensee hereunder on or before the day upon
      which such amounts are due and payable, any outstanding amounts will bear
      interest at the rate of (8.0)% per
annum.

              


      

      
        	
              	
                f)  

              	
                Late payment for more than (90)
      calendar days shall constitute a material breach of terms and conditions
      of this Agreement and
      in that case, Licensor shall have the right to terminate this Agreement at
      any time in accordance with Article 21.2 f) of this Agreement.

              


      

      
        	
              	
                g)  

              	
                Withholding
      Tax: Each Party will be responsible for all taxes imposed to it by any
      governmental authority. If payments to Licensor are subject to a
      withholding tax requirement by any tax authority in the Territory, then
      Licensee shall be allowed to withhold such tax amount from the respective
      payment amount. For avoidance of any doubt, Licensee shall deduct such
      taxes from any amount payable by Licensee to Licensor. If any amount is
      withheld for the tax payment under this article, Licensee will promptly
      inform Licensor of such payment and provide Licensor with all tax
      certifications and documents issued by the relevant tax authorities with
      respect to the payment. Except for income withholding tax on a foreign
      corporation, that are made directly from the amount owed to Licensor under
      the laws of the Territory, all amounts due Licensor hereunder will be paid
      without any deduction of any fees or taxes or other withholding
      whatsoever.

              


      

      


      
        	
                3.2  

              	
                Any and all payments under this
      Agreement by Licensee to Licensor shall be made in United States
  

              


      

       

      
        
          
          

        

        
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                Dollar (“USD”), by wire transfer to the account
      designated by Licensor or in such other method as may be mutually
      agreed between the Parties.

              


      

      


      
        	
                3.3  

              	
                Foreign Currency Exchange Rate:
      For all payments to be made in USD under this Agreement, the applicable
      foreign exchange rate shall be the opening Telegraphic Transfer Buying
      Rate published by Korea Exchange Bank on the invoice
      issuance date.

              


      

      


      


      Article 4.  Delivery of
SOFTWARE and Localization

      


      
        	
                4.1  

              	
                Within fifteen (15) business days
      upon Execution Date, Licensor shall deliver mutually agreed initial material
      to Licensee. The
      receipt of such initial material by the Licensee shall be
      confirmed by the notice of confirmation to be sent by the Licensee to
      Licensor.

              


      

      


      
        	
                4.2  

              	
                Subject to the terms and
      conditions of this Agreement, and on the condition that Licensee prepares
      and delivers to Licensor, in a timely manner, the necessary translations of
      the SOFTWARE, Licensor shall provide Licensee with Localized Version. Licensee shall provide its full
      assistance and cooperation to Licensor, in connection with
      Licensor’s preparation of Localized
      Version. Upon receipt of Localized Version from Licensor,
      Licensee shall use its commercially reasonable efforts to launch its Open
      Beta Service of the SOFTWARE in the Territory as soon as practicably
      possible.

              


      

      


      
        	
                4.3  

              	
                Once Licensee receives from
      Licensor the Localized Version and technical documents on the SOFTWARE
      necessary to enable Licensee to operate the Online Services in the
      Territory in accordance with this Agreement (collectively
      "Deliverables"), Licensee shall perform its review and testing of the
      Deliverables and inform Licensor of any defect within thirty (30)
      days after receipt of each Deliverables thereof. Licensee‘s failure to inform within the
      designated period shall be regarded as acceptance by
      Licensee.

              


      

      


      
        	
                4.4  

              	
                Licensee shall be responsible for
      local sound source, voiceover and text translation as part
      of   Localization
effort.

              


      

      


      
        	
                4.5  

              	
                During the Closed Beta Test and
      Open Beta Test, Licensee will provide the information necessary so that
      Licensor can modify the Game or customize the Game appropriately for the
      market in the Territory, including, without limitation, the
      correction of defects, errors or bugs in the Game programs that result
      from testing, or any other reasonable requests of Licensee related to the
      Localization of the Game for the
  Territory.

              


      

      


      
        	
                4.6  

              	
                During
      the Closed Beta Test and Open Beta Test, Licensor shall develop, modify,
      Localize or customize the Game to support Licensee in normally operating
      the Online Services in the Territory, by correcting the defects, errors or
      bugs of the Game programs reported by Licensee and by taking any steps
      necessary for such development, modification, Localization or
      customization of the Game for use in the Territory. Licensor shall provide
      to Licensee any necessary Documentation for the Closed Beta Test and Open
      Beta Test upon reasonable request by
Licensee.

              


      

      


      
        	
                4.7  

              	
                Aside from the English
      Localization, upon mutual written consent, the Game may also be Localized
      into Spanish. For now, the Localization is capped at English only.
      However, the Parties shall also mutually decide if the Spanish language is
      needed for better
      services and feasible financial return is foreseen on such
      effort.

              


      

      


      
        	
                4.8  

              	
                Each time Licensee makes payment
      for the completion of the development and installation of CBT and/or
      commercial build of the Localized SOFTWARE in accordance with the
      payment schedule
      stated in Article 3.1 a), Licensee shall provide to Licensor written
      "letter of acknowledgement" to Licensor’s mailing address stated in
      Article 34 of this
Agreement.

              


      

       

      
        
          
          

        

        
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                4.9  

              	
                Both Parties shall provide full cooperation
      and assistance for successful and timely localization of the
      Game.

              


      

      


      


      Article 5. Launching the
Game

      


      
        	
                5.1  

              	
                The Parties shall target to
      Commercially Launch the Game in the United States of
      America within the
      year 2009. Licensee acknowledges that such Commercial Launch can be
      postponed for up to (6) months beyond the target date
      for unforeseeable reasons. In this case, the Parties shall mutually decide
      the next best target date for launch if the original target may not be met
      by either Party. Any delay caused by Licensor in delivering the
      Localized SOFTWARE shall automatically
      grant extension to the Licensee of such duration as the delay
      caused.

              


      

      


      
        	
                5.2  

              	
                After launching the Commercial
      Service, Licensor shall deliver to Licensee, at the reasonable request of
      Licensee, all technical support and know-how as necessary or required for the normal
      operation and service of the Game in accordance with Article 10 as soon as
      reasonably practicable after Licensor receives such request from
      Licensee.

              


      

      


      
        	
                5.3  

              	
                During the Term of this Agreement,
      Licensor shall, upon the release of any upgraded version of the Game,
      provide to Licensee without any consideration the upgraded version of the
      Game including any and all Documentation and materials relating to
      application programs if such updates in application programs have been
      made.

              


      

      


      
        	
                5.4  

              	
                Licensee acknowledges that providing of the
      Online Services shall be restricted to End Users residing in and accessing
      the Online Services from within the Territory defined in Article 1.44
      only. Upon OBT and/or Commercial Launch in any of the countries
      within the Territory
      defined in Article 1.44, Licensee shall prohibit and block all IP accesses
      to the Online Services from outside the Territory. However, subject to
      Licensor’s written approval, Licensee may
      only be allowed to temporarily unblock the IP accesses to the Online Services from
      otherwise unauthorized regions/countries (hereinafter “Temporary Region”) until the time the Licensor
      requests the Licensee to apply the IP access restriction at a later date.
      Licensee acknowledges that such temporal allowance by Licensor shall not be
      construed as an official grant of license of the Game in the Temporary
      Region. In any event Licensor, at its sole discretion, may later decide to
      publish/service the Game directly or through a third party other than the
      Licensee in such Temporary Region, Licensee
      shall immediately revert to prohibiting and blocking the related IP
      accesses to the Online Services from the Temporary Region and transfer the
      related End User database from such Temporary Region to Licensor and/or
      the third party the Licensor has chosen.
      Such transfer of End User database shall include all customer and End User
      lists, Account and billing information from the Temporary Region in
      association with the Game. However, Licensee shall not be required to
      transfer database and/or such information
      of End Users from Temporary Region who did not explicitly consent to the
      transfer or such transfer is otherwise prohibited by the relevant local
      law and regulation. Licensee will make commercially reasonable endeavor in
      obtaining End User’s permission for such transfer of
      End User data to Licensor, if required by the relevant law and/or
      regulation of the local government in the Temporary
      Region,

              


      

      


      
        	
                5.5  

              	
                The Parties shall make their
      commercially reasonable endeavor to prepare and Localize the necessary Localized
      versions of the Game for timely launch of each CBT, OBT and Commercial
      Service.

              


      

      


      
        	
                5.6  

              	
                Licensor shall not access in any
      way Real Server Environment without prior written approval by Licensee.
      Licensee may allow Licensor to access the Local Servers for
      the necessary
      technical assistance.

              


      

       

      
        
          
          

        

        
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                5.7  

              	
                Licensor will exert its
      commercially reasonable efforts to provide any necessary support and
      modification of the Game with respect to Licensee’s placement of advertisements
      inside the play area of the
  Game.

              


      

      


      
        	
                5.8  

              	
                The Parties acknowledge that
      Licensor may provide global service of the Game targeting the game users
      outside the Territory of Licensee. In such case, Licensor shall
      block all IP accesses to such global service of the Game connecting from
      the Territory defined
      in Article 1.44.

              


      

      


      


      Article 6. Property
Right

      


      


      
        	
                6.1  

              	
                Title to and ownership of the
      SOFTWARE and all Intellectual Property Rights embodied or incorporated
      therein or any part thereof shall at all times remain exclusively with Licensor. Notwithstanding anything contained herein to
      the contrary, Licensor owns and shall own all of the Intellectual Property
      Rights in and to all elements, versions, improvements and derivatives of:
      the Client; the Localized Client; the SERVER SOFTWARE; the Localized
      SERVER SOFTWARE; the
      Licensor’s Trademarks; Promotional
      Materials; Marketing Materials; promotional events; and, including but not
      limited to the work product, character names and
      likenesses, virtual property, music, sounds,
      environments, inventions, and know-how relating to the
      implementation, design, content, logos, patents, copyrights, Localization,
      operation and maintenance with respect to the SOFTWARE. The use by Licensee
      of any of these property rights is authorized only for the purposes and
      under the terms
      herein set forth, and upon expiration or termination of this Agreement for
      any reason, such
      authorization shall immediately
cease.

              


      

      


      
        	
                6.2  

              	
                In any event where Licensee uses
      any of the aforementioned property rights and intellectual rights
      authorized under this
      Agreement, Licensee acknowledges that the Licensor is the owner and shall
      clearly state such in any general public notices (i.e. End User License
      Agreement, Terms of Use, Membership Entrance Form,
      etc.).

              


      

      


      
        	
                6.3  

              	
                Licensee (or its lender or lessor)
      shall own all Hardware, subject to
      Licensor’s ownership of the intellectual
      property contained on or in such Hardware. Licensee shall ensure that no
      Person shall be permitted to remove any Hardware or component thereof
      containing any of the elements subject to Licensor’s ownership of intellectual
      property without Licensor’s first receiving written notice
      and reasonable time to have such elements removed from such Hardware or
      component thereof.

              


      

      


      
        	
                6.4  

              	
                Licensee acknowledges that
      Licensor owns and retains all proprietary rights in all elements of the SOFTWARE and
      Localized SOFTWARE and the associated marketing thereof, and agrees that
      it shall not at any time during or after this Agreement challenge the
      validity of such ownership, assert or claim any interest in or do anything
      that may adversely affect the validity
      or enforceability of any Trademark, patent, trade name, trade secret,
      Copyright or logo asserted as belonging to or licensed to the Licensor
      (including, without limitation, any act, or assistance to any act, which
      may infringe or lead to the infringement
      of any Copyright in any of the Licensor’s product). Licensor will take at
      its own cost all the necessary steps to secure the Intellectual Property
      Rights regarding its own property, including registering Trademarks or
      Copyright in the Territory. If requested by Licensor,
      Licensee will provide necessary information and support at the cost of
      Licensor for Licensor’s acquisition of Intellectual
      Property Rights in the
      Territory.

              


      

      


      
        	
                6.5  

              	
                In case Licensee has acquired any
      Intellectual Property
      Rights in the SOFTWARE or Documentation without specific written consent
      of Licensor, including but not limited to Licensor’s Trademarks or to signs or marks
      similar to the Licensor’s Trademarks, Licensee shall transfer
      to Licensor all such rights related to such Intellectual
      Property Rights and shall cancel any


              


      

       

      
        
          
          

        

        
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                registration for Licensee relating
      to such Intellectual Property Rights immediately upon request of Licensor,
      without any compensation. Each Party agrees to immediately notify the
      other Party of any activities or threatened
      activities of any person of which it becomes aware which may constitute an
      infringement, illegal use or misuse of the Intellectual Property Rights of
      the other Party and may have a material adverse
      impact upon such other Party. Both Parties agree to use commercially
      reasonable efforts to enforce the Intellectual Property Rights with
      respect to the Game in the Territory during the Term of this Agreement and
      such efforts shall include all lawful actions necessary to shut
      down servers operated
      by unauthorized third
      parties that provide
      End Users access to the Server Software. Notwithstanding the foregoing,
      Licensee shall have the right to take any reasonable actions upon notice
      to Licensor, and each Party shall be responsible
      for 50% of any
      incurred costs and expenses, provided that the sum of the out-of-court
      and/or court settlement be shared at the equal split of
      5:5.
              


      

      


      
        	
                6.6  

              	
                Licensee agrees to use reasonable
      efforts to protect the Licensor’s proprietary rights and to
      cooperate with the
      Licensor’s efforts to protect its
      proprietary rights.

              


      

      


      
        	
                6.7  

              	
                Licensee shall not, without prior
      written authorization and consent of the Licensor, access, modify or
      otherwise interfere with the intellectual property rights on the Licensor,
      including but not limited to integrated SERVER SOFTWARE, the
      Client and Localized Client, the SOFTWARE or any component thereof, the
      Trademarks and Copyrighted materials belonging to or provided by Licensor.
      Licensee may not integrate any third party materials, software or
      hardware with the
      SOFTWARE or with the SERVER SOFTWARE (Localized or otherwise) without
      first obtaining written approval from the Licensor. Licensee shall propose
      an integration plan regarding Licensee’s billing system to Licensor for
      the Licensor’s review and
    approval.

              


      

      


      
        	
                6.8  

              	
                Licensee acknowledges that the
      Client and SERVER SOFTWARE, its underlying Source Code, structure and
      organization constitute valuable Intellectual Property Rights of the
      Licensor. Licensee shall take all steps necessary to protect the
      Licensor’s rights in the Client and SERVER
      SOFTWARE and all other components of the SOFTWARE. Except as expressly
      provided in this Agreement, Licensee may not use or otherwise exploit the
      Client and SERVER SOFTWARE. Without limiting the foregoing, Licensee
      shall
  not:

              


      

      
        	
              	
                a)

              	
                modify the Client and SERVER
      SOFTWARE; or

              


      

      
        	
              	
                b)

              	
                remove any Copyright or other proprietary
      notices or labels on or in the Client and SERVER SOFTWARE or omit it from
      (or make less readable in) the Localized Client and SERVER SOFTWARE;
  or

              


      

      
        	
              	
                c)

              	
                develop concepts, specifications or content
      for any software in reliance or reference to those of the Client and
      SERVER SOFTWARE; or

              


      

      
        	
              	
                d)

              	
                decipher, reverse engineer,
      decompile or disassemble the Client and SERVER SOFTWARE, develop
      derivative works thereof, or attempt to do any of the foregoing, or
      knowingly allow others to do so;
or

              


      

      
        	
              	
                e)

              	
                modify, alter, remove, change or
      destroy data (including, but not limited to, character item),
      configuration or any settings of the Game related servers including, but
      not limited to, Game
      Data Base, User Data Base, and Local Server, or attempt to do any of the
      foregoing, or knowingly allow others to do so unless for the purpose of
      providing, maintaining and supporting the Online
      Services.

              


      

      


      
        	
                6.9  

              	
                The title and ownership of all
      Intellectual Property
      Rights embodied and/or incorporated in Promotional Materials or any part
      thereof, shall at all times remain with Licensor, and Licensee shall not
      use any Promotional Materials in a manner outside the scope of this
      Agreement. For the effectiveness of this Provision, Licensee hereby
      assigns all of its right in such Promotional Materials to
      Licensor.

              


      

      


      
        
          
          

        

        
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      Article 7. Website and Ownership of
Data

      


      
        	
                7.1  

              	
                The official Website (defined in
      Article 7.2) of the Game for promotion and service in the Territory shall
      be located within or
      linked to the website, www.ijji.com, an online game portal site that is
      owned and operated by the Licensee for the online game services in
      North
      America.

              


      

      


      
        	
                7.2  

              	
                Licensee shall operate and provide
      the Online Services to End Users in the Territory only through the mutually agreed
      website(s) designated by Licensor and Licensee (the “Website”), and subject to the
      owner’s instructions. Licensee shall
      ensure that the Website clearly identifies Licensor as the Licensor of the
      SOFTWARE and Trademarks and any other notices requested by
      Licensor. Licensee shall not utilize the “Website” Error! Hyperlink reference not
      valid.for other games
      and the “Website” shall be serviced as an
      independent website. The domain name shall be mutually agreed upon
      between the Parties.
      At the expiration or termination of this Agreement, the ownership of the
      domain of the Website shall be transferred to the Licensor without any
      compensation if it is the independent domain, the detailed transfer
      procedure of which shall be decided upon mutual agreement
      of the Parties. If the “Website” is the sub-domain of
      www.ijji.com, Licensor agrees that Licensee shall inactivate the
      “Website” upon expiration or termination of
      the Agreement.

              


      

      


      
        	
                7.3  

              	
                Licensor acknowledges that the
      ownership of www.ijji.com and Game related
      Websites belongs to the Licensee. However, Website contents and Derivative
      Works (set forth in Article 16) of the Game contained within www.ijji.com
      or Game related Websites in relation to the Game shall be jointly owned by
      both Parties. Upon termination or
      expiration of this Agreement, Licensee shall transfer all such Game
      related Website contents and derivative works to Licensor in accordance
      with Article 21.3 h) of this
Agreement.

              


      

      


      
        	
                7.4  

              	
                The contents and update of the
      Game’s official Website shall be managed by
      the Licensee during the term of this Agreement. However, Licensee
      acknowledges that the Licensee shall abide by the terms and conditions of
      Article 6 and Article 15 of this
  agreement.

              


      

      


      
        	
                7.5  

              	
                Upon termination or expiration of
      this Agreement ̧ Licensee shall transfer the
      Website’s User database associated with
      the Game to Licensor in accordance with Article 21.3 b) and i) of this
      Agreement. The End User database shall include all customer and User lists
      in association with the Game and such End Users’ Account and billing information.
      However, if required by the relevant law and/or regulation of the local
      government in the Territory, Licensee shall make best endeavor in
      obtaining End User’s permission for such transfer of
      End User data to
  Licensor.

              


      

      


      


      Article 8.
Distribution

      


      
        	
                8.1  

              	
                Licensee has the exclusive right
      for distribution of the Game in the Territory. The Localized
      Game    Client shall be distributed through
      www.ijji.com or the Game’s official Website linked to
      www.ijji.com. Additional means of the Client distribution
      may be agreed upon both Parties’ mutual written
      consent.

              


      

      


      
        	
                8.2  

              	
                Any and all package(s) of the
      Client should include Licensor and Licensee’s trademark(s), logo and
      copyrights in accordance with Article 15. In addition, the logo
      of www.ijji.com may
      be displayed on the package. Additional exposure of any trademark(s) or
      logo(s) of any offline distributor, co-marketing partner, or any other
      partner shall be mutually discussed and agreed by both Parties through a
      written consent.

              


      

      


      
        	
                8.3  

              	
                The retail package(s) of the Client,
      if any, should include Licensor and Licensee’s trademark(s) and copyrights in
      accordance with Article 8.2 above and Article 15. In addition, the logo of
      www.ijji.com should also be displayed on the retail package.
      Additional exposure of any
      

              


      

       

      
        
          
          

        

        
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                trademark(s) or logo(s) of any
      offline distributor, co-marketing partner, or any other partner
      shall be mutually
      discussed and agreed by both Parties through a written
      consent.

              


      

      


      
        	
                8.4  

              	
                Any and all distribution
      package(s) may contain additional
      CD or DVD including
      promotional content of the Licensee’s other online game titles in
      service within the Territory. However, Licensee shall acquire prior
      written approval from the Licensor for such content and the content should
      not include any content that can be reasonably considered as
      the directly competing product or imitation of the Game. The cost of
      adding such CD or DVD in the package shall be borne by the
      Licensee.

              


      

      


      
        	
                8.5  

              	
                Licensee may designate and enter
      into a contract with an offline distributor under the condition that the terms and
      conditions thereof must be reviewed and approved by the Licensor, and
      Licensor shall also be included in the signing Parties of the offline distribution
      contract. Provided, however, Licensor shall put commercially
      reasonable effort in
      upholding Licensee’s chosen partner. The revenue
      share between the Licensor and Licensee from such offline distribution
      needs to be separately agreed in writing by the Parties.

              


      

      


      
        	
                8.6  

              	
                If no packages are distributed,
      Licensee shall make commercially reasonable endeavor to secure
      efficient download service of the digital distribution of the Client. When
      distributing online as a means of digital download, Licensee shall fully
      set up and maintain sufficient resources in utilizing CDN (Contents
      Delivery Network) or technical means that has
      similar effects guaranteeing the fast and stable delivery of the Client to
      the End Users.

              


      

      


       

      Article 9.  Operation of
Online Game System

      


      
        	
                9.1  

              	
                Licensee shall make commercially
      reasonable efforts to adhere to the construction manual that Licensor provides for
      the Online
      Services during the
      period of Agreement.

              


      

      


      
        	
                9.2  

              	
                Licensee shall make commercially
      reasonable efforts to adhere to the operation guide that Licensor
      provides.

              


      

      


      
        	
                9.3  

              	
                The Parties acknowledge that the operation of
      the SOFTWARE requires
      a complex, high-quality computer network with high-volume access to the
      Internet. The Parties shall collaborate regarding the
      projected hardware, software, Internet connection requirements, and
      bandwidth and collocation service providers for the Territory. From time to time,
      Licensor may recommend or require system and operating system requirements
      of Licensee. Licensee shall be ultimately responsible for making final
      determination and paying for and maintaining sufficient hardware,
      technology and personnel.

              


      

      


      
        	
                9.4  

              	
                Licensee shall make commercially
      reasonable efforts to comply with Licensor’s requirements for the security of
      all hardware and software, including without limitation, locked doors,
      biometrics, access
      logs, key cards and video
surveillance.

              


      

      


      
        	
                9.5  

              	
                Licensee shall ensure the regular
      maintenance, management and administration of the Online Services, Local
      Server, Localized SERVER SOFTWARE and associated hardware, including but
      not limited to twenty-four (24) hour a day, every day of the year, rapid
      response to issues.  Licensor
      shall provide such reasonable technical assistance as Licensor deems
      appropriate pertaining to the Client and SERVER SOFTWARE to facilitate the
      foregoing.

              


      

      


      
        	
                9.6  

              	
                Licensee is responsible for
      establishing adequate operational back-up provisions to protect against data loss
      and/or a defect or malfunction that renders the SERVER SOFTWARE or the
      Local Servers
non-operational.

              


      

       

      
        
          
          

        

        
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                9.7  

              	
                In the event Licensee needs to
      modify data base related data, Licensee shall use the tool that Licensor
      either approves or
      provides to the Licensee.

              


      

      


      
        	
                9.8  

              	
                In the event statistical analysis
      of Game related data (i.e. data base, game log) needs to be conducted,
      Licensee shall conduct it on a separate server with backed up data.
      Statistical analysis or investigation of Game related data shall not be conducted
      directly on the Real Server
Environment.

              


      

      


      
        	
                9.9  

              	
                In the event that Licensee wishes
      to modify Game related materials for marketing and promotional purposes,
      Licensee shall acquire Licensor’s approval in a written format
      prior to the implementation of such
      modification. In order to protect the services of all of the
      Licensor’s overseas services, the Licensor
      maintains all configuration/modification
  rights.

              


      

      


      
        	
                9.10  

              	
                Licensor shall be notified of all
      Game modification requests planned by Licensee at least 45 days prior to
      implementation, and all material marketing plans shall be informed to
      Licensor at least 60 days prior to
  execution.

              


      

      


      
        	
                9.11  

              	
                As a private server preventive
      measure, Licensee does not, under any circumstances, have the right to
      add, modify or alter
      the Server and Client that are provided by Licensor unless granted in this
      Agreement.

              


      

      


      
        	
                9.12  

              	
                Licensee shall not have the Local
      Servers installed at locations outside the Territory without explicit
      written approval by Licensor prior to such installation.

              


      

      


      
        	
                9.13  

              	
                Licensee shall base its service
      operation on a 24 hours/day and 7 days/week system open throughout the
      year and shall undertake due diligence with respect to providing the
      highest quality service to the
Users.

              


      

      


      
        	
                9.14  

              	
                Operation tools, including but not
      limited to, game
      master such as GMS (search and correcting character, quest, item
      information), GameLog (log search and collector functions) and an optional
      RTT (RTT server & agent for monitoring the server and collecting
      statistical data) shall be provided by Licensor at no additional
      cost.

              


      

      


      
        	
                9.15  

              	
                Licensee shall provide to Licensor
      24 hours/day and 7 days/week, real-time access to its BIP (Business
      Information Portal) to monitor, including but not limited to the
      following, CCU (Concurrent users), revenues, number of active users, Number of newly
      registered users, number of paying users and ARPU (Average Revenue Per
      User) that are associated with the
Game.

              


      

      


      
        	
                9.16  

              	
                At least 3 months prior to any
      expiration or termination of this Agreement, Licensee is obliged to make
      announcements to End
      Users that Licensor and/or its chosen publisher shall succeed in
      continuing the Online Services of the Game and the related End User data
      shall be transferred to Licensor and ask for permission from the End Users
      for such transfer.

              


      

      


      


      Article 10.  Training and Technical
Assistance

      


      
        	
                10.1  

              	
                Licensor shall provide Licensee
      with the following technical support services to enable Licensee to
      provide Online Services in the Territory without
      interruption:

              


      

      


      
        	
              	
                a)  

              	
                If any part of the Online Services
      is interrupted or suspended for more than twenty (20)
      minutes 

              


      

       

      
        
          
          

        

        
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                due to any defects, errors or bugs
      (together the "Bugs") in the Client Software or
      Server Software, Licensee notifies
      Licensor of such interruption or suspension with reasonably sufficient
      detail. Licensor shall start to take actions to correct
      the Bugs within twelve (12) hours of receipt of Licensee’s notice of such interruption or
      suspension;

              


      

      


      
        	
              	
                b)  

              	
                If there are any defects, errors
      or bugs in the Game due to Bugs in the Client Software or Server Software,
      except as provided in
      subparagraph (a) immediately above, Licensor shall start to take actions
      to correct the Bugs within two (2) days of receipt of Licensee’s report of such
      Bugs;

              


      

      


      
        	
              	
                c)  

              	
                If there are Bugs in the Client
      Software or Server Software that do not affect the current Online Services, but may
      affect future services of the Game in Licensee’s determination, or there are any
      other problems in the Game due to difference in service environment in the
      Territory, Licensor shall start to take actions to correct such
      Bugs or problems within two (2) weeks
      of receipt of Licensee’s
  notice;

              


      

      


      
        	
              	
                d)  

              	
                If Licensor is not able to correct
      the Bugs in accordance with the terms provided in the subparagraphs above
      of the above Article 10.1 a), b) and c) Licensor shall provide Licensee
      with adequate support
      to roll back the Game version to the immediately older version, provided
      that the Parties make good faith regular efforts to keep the status of the
      latest version immediately before the rolling back of the Game so that
      such rolling back’s negative effect on the End Users can
      be avoided even in the rolled back version of the
    Game.

              


      

      


      
        	
                10.2  

              	
                Fee
      Covered Training and Assistance. Licensor shall provide to
      Licensee adequate training and technical assistance to install and operate
      Online Services. The maximum three (3) of
      Licensor’s employees for providing
      technical assistance shall be deployed for the reasonably necessary period
      to Licensee’s premises during the Installation
      Period at the sole cost of Licensor. In addition, fees for travel by
      Licensor personnel to provide training and
      necessary support during CBT, OBT and Commercialization for maximum three
      times in total and reasonable period of stay each time, shall be
      considered as included in the Software Development and Installation
      Fee. Additional
      request by Licensee for trip during
      the Installation Period and its associated cost (airfare and hotel
      lodging) shall be borne by
Licensee.

              


      

      


      
        	
                10.3  

              	
                Payable
      Training and Assistance. From time to time during
      the Term of this
      Agreement, after Installation Period, at the reasonable request of Licensee,
      Licensor shall provide technical services to Licensee to assist the Online
      Services, by telephone or e-mail, in writing or by any other means agreed
      between the Parties, or, if reasonably required, by a visit to
      Licensee’s premises. If the
      Licensor’s employee(s) who so visit(s)
      Licensee’s premises stay(s) for less than
      or equal to two (2) weeks of stay, Licensee shall be responsible for only
      the associated airfare and hotel lodging costs. If the length of such stay
      made upon specific request by Licensee is
      more than two (2) weeks period, Licensee shall bear the cost of salaries
      proportionate to calendar days in excess of two (2) weeks, fringe
      benefits, traveling, accommodation and other expenses of
      Licensor’s employees who so visit Licensee’s
  premises.

              


      

      


      
        	
                10.4  

              	
                In the event Licensee’s employees should visit
      Licensor’s premises, Licensee shall bear
      the entire cost of salaries, fringe benefits, traveling, accommodation and
      other expenses of its employees who so visit Licensor’s premises.

              


      

      


      
        	
                10.5  

              	
                In relation to the dispatch of its
      employees to the premises of the other Party under this article, both
      Parties shall:

              


      

      
        	
              	
                a)  

              	
                Ensure that its employees comply
      with all security, health and safety and other regulations which apply to
      or are in force at those premises;
  and

              


      

      
        	
              	
                b)  

              	
                Indemnify the other Party against
      any damage to the property of the other Party, or any personal injury to
      any individual which is caused by the negligent act or omission of any of
      its employees at the
      other Party’s
  premises.

              


      

      
         

        
          
            
            

          

          
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                10.6  

              	
                Notwithstanding the above, Licensor shall not be
      obligated to dispatch or maintain engineers or any other personnel to or
      in any areas affected by contagious disease or epidemic (e.g. Severe Acute
      Respiratory Syndrome) during the period of time that the World Health
      Organization (i) has issued a travel
      advisory recommending that all but essential travel be postponed to the
      affected area; (ii) has issued a recommendation that international
      departing passengers from the affected area be screened for possible
      infection; (iii) or has otherwise issued a warning
      regarding the heightened health hazards particular to an affected area.
      For the avoidance of doubt, the occurrence of disease or epidemic under
      this article and a failure by Licensor to dispatch engineers to Licensee's
      site due to such disease or epidemic
      during the time the World Health Organization has issued any one of the
      recommendation enumerated herein shall not constitute a breach of this
      Agreement.

              


      

      


      


      Article 11.  Human Resources
Requirement

      


      
        	
                11.1  

              	
                Licensee shall train
      and maintain a
      sufficient number of capable technical personnel at its own expense; (1)
      to serve the needs of End Users; and (2) otherwise to carry out the
      responsibilities of Licensee pursuant to this Agreement. Licensee shall
      promptly notify Licensor should any of the technical personnel
      be terminated for any reason and Licensee shall promptly replace such
      person.

              


      

      


      
        	
                11.2  

              	
                If, under Licensor’s judgment, additional training is
      inevitable because Licensee fails to meet the Licensor’s requirement, Licensee shall be
      responsible for the
      additional training costs.

              


      

      


      
        	
                11.3  

              	
                Licensor and Licensee shall
      maintain dedicated personnel at least one business PM (Product Manager)
      and one technical representative from each Party.

              


      

      


      
        	
                11.4  

              	
                If the Licensee’s human resources are replaced in
      the required fields
      set forth by Licensor, Licensee shall make reasonable
      efforts to inform Licensor of the replacement plan at least (1) month
      prior to the actual
replacement.

              


      

      


      
        	
                11.5  

              	
                Licensee agrees that
      notwithstanding the provision of initial training and support
      by the Licensor,
      Licensee shall remain solely and wholly responsible for the provision of
      the Online Services technical support, billing, connection, bandwidth,
      Customer Service, and the discharge of all of its other duties and
      obligations hereunder. In this regard, Licensee agrees that it
      shall promptly attend to all customer queries and/or complaints relating
      to the provision of the Online Services and the Localized SOFTWARE and
      ensure that such queries and/or complaints are satisfactorily attended to
      and resolved. Licensee shall take all
      necessary measures to ensure that Licensor and its affiliates, and related
      entities are not exposed to any suits, claims, demands or proceedings from
      customers in connection with the
above.

              


      

      


      
        	
                11.6  

              	
                Licensee shall guarantee that
      employees who have
      received Licensor’s training as provided in Article
      11.1, 11.2, and 11.3 above will be hired for at least three (3) months. In
      case where such employee retires from Licensee within three (3) months
      period after the completion of training, the entire additional training
      fee shall be borne by
Licensee.

              


      

      


      


      Article 12. Client
Requirement

      


      
        	
                12.1  

              	
                The Client of the Game may be
      programmed to be installed in the End User’s PC in the directory and registry
      designated by the Licensee. Licensor may; however, request to do the similar
      installation in the End User's PC and shall mutually decide to best way to
      achieve each Party's needs.

              


      

       

      
        
          
          

        

        
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                12.2  

              	
                During such installation, the EULA
      (End User License Agreement) of www.ijji.com and the option to designate
      www.ijji.com and/or
      Games' official independent Website as the User’s Internet browser starting page
      may be presented to the End User. After installation, the link icons for
      www.ijji.com and the Game’s official Website shall be placed
      in the End User’s
  desktop.

              


      

      


      
        	
                12.3  

              	
                Licensee acknowledges that the EULA (End
      User License Agreement) of the Localized SOFTWARE must represent to the
      End Users the condition that, in case of expiration or termination of this
      Agreement and the resultant discontinuance of Online Services of the Game
      by Licensee, Licensor shall succeed in
      continuing the Online Services of the Game and the related End User data
      shall be transferred to Licensor and ask for permission from the End User
      for such transfer.

              


      

      


      
        	
                12.4  

              	
                The Parties acknowledge that the
      Licensor’s corporate name as the developer of the Game
      and the Licensee’ corporate name as the publisher
      of the Game must appear in the EULA of the Localized
      SOFTWARE.

              


      

      


      


      Article 13. Security

      


      
        	
                13.1  

              	
                For purposes of ensuring safe and
      secure Online Services, Licensee shall, prior to commencing Commercial Service for
      the Localized SOFTWARE, procure and incorporate into its service system,
      an anti-hacking security solution most suitable for Licensee’s system environment. The security
      solution to be procured by Licensee shall be the reasonable security solution for
      purposes of the Online Services available on the market and shall be
      decided by mutual consent between the Parties. All costs and expenses in
      connection with the procurement, installation and maintenance of such
      security solution shall be borne by Licensee.
      Licensee shall be responsible for taking legal actions to prevent further
      harm and to protect the Licensor’s and the Licensee’s
  rights.

              


      

      


      
        	
                13.2  

              	
                Licensee shall use its
      commercially reasonable efforts to protect the Local Servers from
      hacking. In the event
      Licensee discovers any hacking activities, Licensee shall immediately
      submit to Licensor a written report, via e-mail or by facsimile,
      describing the nature of such activities in sufficient detail to permit
      Licensor to suggest preventive
    measures.

              


      

      


      
        	
                13.3  

              	
                Licensee shall apply strict
      security measures in order to prevent leakage of materials such as
      programs, database structures and data. Licensee shall secure an
      independent IDC space for the service of the Localized SOFTWARE and shall
      uphold strict
      security restrictions.

              


      

      


      
        	
                13.4  

              	
                Licensee shall be responsible for
      all research and development with regards to private server prevention,
      though Licensor may, but is not obligated to, aid in such efforts.
      Licensor shall not be liable or be responsible for any financial loss of the Licensee
      resulting from the appearance of private
  servers.

              


      

      


      
        	
                13.5  

              	
                Licensee shall improve the weak
      points of its security system in the service according to the
      Licensor’s security consultations, and any
      aspect that needs to be modified after building the defense system
      shall be agreed upon with the Licensor before
      execution.

              


      

      


      
        	
                13.6  

              	
                In
      the event that any hacking and/or other intentional acts of third parties
      to gain unauthorized access to the Online Services are known by Licensee
      or Licensor, the Parties hereto shall cooperate each other and provide
      reasonable assistance to successfully resolve the
  problem.

              


      

      


      
        	
                13.7  

              	
                Licensor shall provide Licensee
      with all reasonably necessary technical support services to enable
      Licensee to provide the Online Services of the Game without
      interruption.

              


      

      


      
        
          
          

        

        
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      Article 14.  Billing
Requirement

      


      
        	
                14.1  

              	
                Writing billing sources directly
      to the production environment such as billing system must be notified and
      agreed upon by both Parties. Only the source that is proven
      to be flawless under
      intensive testing on the development server (or test server) may be
      implemented to the Real Server Environment and all sources must be
      approved by Licensor before Real Server Environment
      implementation.

              


      

      


      
        	
                14.2  

              	
                All comments regarding programming
      or modification
      thereof shall be written in a format suggested by Licensor. Comments shall
      be included for all sources programmed or modified and shall be written in
      mutually agreed language.

              


      

      


      
        	
                14.3  

              	
                In case Licensee intends to build
      an integrated billing system that shares the system with other games serviced by Licensee,
      Licensee shall acquire prior written approval from Licensor and shall meet
      the conditions provided in Articles 14.1, and
  14.2.

              


      

      


      


      Article 15.  Use of the
Trademark(s)

      


      
        	
                15.1  

              	
                Licensee acknowledges that
      Licensor is the owner
      of the Trademark(s), including but not limited to the SOFTWARE title and
      Licensor’s Trademark(s), and that all
      rights and goodwill in relation to the Trademark(s) will remain vested in
      Licensor both during and after the Term of this Agreement. Licensee agrees not to challenge
      Licensor’s ownership of the
      Trademark(s).

              


      

      


      
        	
                15.2  

              	
                Licensee acknowledges that it does
      not, by virtue of this Agreement, obtain, or become entitled to claim any
      right, title or interest in or to the Trademark(s) except the rights of
      use specifically
      granted under this
Agreement.

              


      

      


      
        	
                15.3  

              	
                Any use of the Trademark(s) by
      Licensee shall include the appropriate Copyright notices and/or Trade mark
      legend(s), as instructed by
Licensor.

              


      

      


      
        	
                15.4  

              	
                Licensee shall not use the
      Trademark(s) in any manner contrary to public morals or which is considered deceptive or
      misleading or which compromises or reflects unfavorably upon the good
      name, goodwill, reputation and image of Licensor, which might jeopardize
      or limit the owner's proprietary interests in the Trademark(s).

              


      

      


      
        	
                15.5  

              	
                Licensee acknowledges that each
      and every use of the Trademark(s) requires Licensor’s prior
      approval.

              


      

      
        	
                
                

              	
                a)  

              	
                Licensee agrees to submit to
      Licensor, for such approval, the final artwork and creative as
      representative samples of each proposed use of the Trademark(s), prior to the use of the
      Trademark(s).

              


      

      
        	
                
                

              	
                b)  

              	
                Licensee agrees to submit to
      Licensor for its prior approval representative samples of the advertising,
      promotional or other display material to be used by Licensee in connection
      with the Trademark(s) or other rights granted herein (hereinafter
      "Advertising Material") prior to their release to the
      public.

              


      

      


      
        	
                15.6  

              	
                Licensor shall either approve or
      disapprove within fourteen (14) business days upon receipt of such
      material from Licensee. If Licensee does not receive any notice
      from Licensor within fourteen (14) business days, Licensee shall consider
      Licensor approved Licensee’s such use of
  Trademarks.

              


      

      


      
        	
                15.7  

              	
                Licensor's approval of a
      particular Product bearing the Trademark(s) or other proposed use of the
      Trademark(s) or particular Advertising Material in one
      format will extend to substantially similar
  

              


      

       

      
        
          
          

        

        
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                uses or Advertising Material in
      any other formats provided the context is not materially
      changed.

              


      

      


      
        	
                15.8  

              	
                Licensee shall not adopt or begin
      to use any name, logo, trademark, brand name, domain name, symbol or other mark or
      designation which, in Licensor's opinion, includes, is confusingly similar
      to, is a simulation or colorable imitation of or unfairly competes with
      the Trademark(s). Licensee shall not develop or use any name, logo,
      trademark, brand name, domain name,
      symbol, service mark or other mark or designation likely to be inferred by
      the public as identifying with
Licensor.

              


      

      


      
        	
                15.9  

              	
                If Licensee uses any third party’s logo, symbol, design,
      identification device, name, likeness, trademark or other mark in connection with the
      exercise of the rights granted under this Agreement, Licensee will bear
      full responsibility for ensuring that such use is approved by such
      third
      party. Any approval
      given by Licensor in relation to any exercise of the rights granted under this Agreement will
      relate solely to such rights and will not be construed as an approval of
      the use of any third
      party’s mark or
      rights.

              


      

      


      
        	
                15.10  

              	
                Licensee acknowledges and agrees
      that Licensor has and shall at all times have the sole right to
      determine whether any
      action with respect to any infringement (whether alleged, suspected or
      proven) of the Trademark(s) should be prosecuted or
      defended.

              


      

      


      


      Article 16.  Derivative Works
and Rights of Promotion

      


      
        	
                16.1  

              	
                If any derivative works are
      created or invented by Licensee based on the SOFTWARE,
      such derivative works shall be jointly owned by Licensor and Licensee
      during the term of this Agreement. The Parties agree that
      all derivative works created or invented by Licensor based on the SOFTWARE
      shall be exclusively
      owned by Licensor. Licensee also acknowledges that any Intellectual
      Property Rights embodied or incorporated in such derivative works or any
      part thereof shall be exclusively owned by Licensor. For any derivative
      works produced by Licensee during the Term of this Agreement, Licensor
      would acquire mutual consent for usage associated with publishers other
      than the Licensee
      outside the Territory. Upon termination of this Agreement, all derivative
      works shall be transferred to Licensor and Licensor shall be the exclusive owner of the
      derivative works in accordance with Article 21.3 h) of this
      Agreement.

              


      

      


      
        	
                16.2  

              	
                Licensee may form co-marketing, promotion,
      tie-in marketing, bundling, or any other promotional partnership under the
      following conditions:

              


      

      
        	
              	
                a)

              	
                Any and all co-marketing, promotion, tie-in
      marketing, bundling, or any other promotional initiatives in
      association with the Game must have prior approval from the
      Licensor.

              


      

      
        	
              	
                b)

              	
                Licensee shall make its
      commercially reasonable endeavor not to create any conflict with the
      Licensor’s global co-marketing, promotion,
      tie-in marketing, bundling, or any other promotional partnership
      initiatives. In such case, mutual consent shall be
      required.

              


      

      


      
        	
                16.3  

              	
                Licensor hereby grants to Licensee
      an exclusive, non-assignable and non-transferable right to use the items, including
      graphics, music, characters, booklets, etc.(“Promotional Materials”) provided by Licensor, at
      Licensor’s sole discretion, for the
      marketing, advertising and promoting efforts of the SOFTWARE in the
      Territory under the terms and conditions as
      follows:

              


      

      
        	
              	
                a)  

              	
                Licensor will provide and grant
      the right to use the Promotional Materials, for marketing, advertising and
      promoting purposes only, to the extent deemed necessary to enable Licensee
      to promote the SOFTWARE;

              


      

      
        	
              	
                b)  

              	
                The right to use the Promotional Materials will be
      limited to the adoption and development of the items to be used solely for
      the purpose of marketing and promoting of the Localized SOFTWARE,
      including but not limited to the development of posters, pictures,
      booklets, t-shirts, soundtracks, theme music,
      character products, and mobile based products etc. (the “Promotional Items”), as specifically approved by
      Licensor prior to
distribution;

              


      

       

      
        
          
          

        

        
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                c)  

              	
                 Licensee will take due care
      and exercise its commercially reasonable efforts in all marketing, advertising and
      promoting activities of the SOFTWARE, including the use of the Promotional
      Items, mobile marketing in the form of java games, SMS/MMS applications
      and other mobile based promotions (the “Promotion Efforts”). After engaging in
      consultations relating to the
      preliminary marketing
      plan, the Parties shall formulate the final marketing plan (the
      “Marketing
      Plan”) for the
      Localized SOFTWARE by mutual agreement of the Parties. The Marketing Plan
      shall contain schedules for Open Beta Service and Commercial Service, pricing,
      promotion plans, advertising plans, strategy, and other matters relating
      to launching the Commercial Service for the Localized SOFTWARE in
      the
      Territory;

              


      

      
        	
              	
                d)  

              	
                 Licensor will provide
      Licensee with samples of the Promotional Materials for the SOFTWARE, which
      will be produced and used by Licensee during the Term of this Agreement.
      For the Promotional Materials to use in the Territory, Licensee shall
      provide Licensor with samples of advertising materials before launching
      them and will obtain Licensor's written
      approval prior to Licensee's actual use of such Advertising Materials;

              


      

      
        	
              	
                e)  

              	
                 Licensee may enter into an
      agreement related to Promotion Efforts with a third party (magazines, medium on internet,
      ISP or ASP etc.) in order to activate business hereunder in the
      Territory with prior consultation with Licensor;
  and

              


      

      
        	
              	
                f)  

              	
                 Any and all remaining
      Promotional Materials supplied hereunder and the copies thereof shall be
      immediately returned to Licensor upon reasonable request of the
      Licensor.

              


      

      
        	
              	
                g)  

              	
                From time to time, Licensor may assist
      in Licensee’s marketing efforts in the areas
      of artwork for clearer
representation.

              


      

      


      
        	
                16.4  

              	
                All marketing activities and/or
      programs shall conform to the Licensor’s marketing guidelines, including
      the Creative Indexes (CI) and Business Indexes
      (BI).

              


      

      


      
        	
                16.5  

              	
                For all strategic planning and
      execution of press release, Licensee shall inform to Licensor
      all of its planned activities and strategies with the Licensor. The
      information and actual execution of the press release must then be
      mutually agreed upon
      by both Parties, in particular to the validity of
      the information that is to be
  disseminated.

              


      

      


      
        	
                16.6  

              	
                a) For the operation of the
      Marketing Plan (set forth in Article 16.3 c) of this agreement) approved
      and agreed upon by both Parties, Licensee shall guarantee 1.0 million newly
      registered End Users
      for the Territory during the first year commencing
      from the CBT launching date of this Agreement (“First Year Obligation”). Licensee shall make its
      commercially reasonable endeavor to achieve similar number of newly registered End Users
      per year after such first
year.

              


      

      


      b) If Licensee fails to meet its First
Year Obligation, then Licensor shall have the right to terminate this agreement
pursuant to Article 21.2 g).

      


      
        	
                16.7  

              	
                In the events where the Marketing
      Materials and/or the
      Promotional Materials become commercial products that could yield profits,
      the license for such Marketing Materials and/or Promotional Materials
      shall meet with the OSMU and Merchandising Agreement set forth in Article
      2.7 of this Agreement.

              


      

      


      
        	
                16.8  

              	
                Any In-Game Advertising sales
      transaction, its related agency contracts and sharing of the Net
      Advertising Sales Revenue shall be in accordance with the following
      conditions:

              


      

      


      
        	
                
                

              	
                a)  

              	
                Licensee may seek for In-Game
      Advertising agency for its services under the following
      conditions:

              


      

      
        
          	
                	
                  i)

                	
                  Licensee shall give serious
      considerations to uphold Licensor’s chosen In-Game Advertising
      agency for the same terms and
conditions.

                


        

      

      
        
          	
                	
                  ii)

                	
                  Licensee may opt to choose another
      agency if a service agreement cannot beconcluded with the Licensor’s chosen In-Game Ad
      agency.

                


        

      

      


      
        
          
          

        

        
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                b)  

              	
                The agreement with the advertising agency and the royalty rate must follow
      the terms as
  below:

              


      

      
        	
              	
                i)  

              	
                If the said agency fee exceeds 30%
      of the Net Advertising Sales Revenue, then it shall require mutual consent
      between the
      Parties.

              


      

      
        	
              	
                ii)  

              	
                The remaining balance of the Net
      Advertising Sales Revenue arising out of either Party’ s and/or ad agency’s ad sales transactions for the
      Territory defined in Article 1.44 shall be shared at the ratio of 50:50
      between the Licensor and Licensee. This particular revenue
      shall be treated as separate income
      source for both Parties and it does not to any extent lessen the Licensee’s obligation to pay to Licensor
      the Software Development and
      Installation Fee, Minimum Guarantee, Running Royalty, and
      Incentives set forth
      in Article 3.

              


      

      
        	
              	
                iii)  

              	
                The In-Game Ad sales must take
      the form of cash to
      pay off any fee to the ad agency and the Parties can equally split the remaining
      balance of the Net Advertising Sales Revenue. Thus, the sales shall not
      take any form of Value-In-Kind (VIK) where accepting any form
      of payment other than cash is strictly
  prohibited.

              


      

      


      
        	
                16.9  

              	
                Licensee may transact In-Game Advertising sales with the local
      partner within the Territory defined in Article 1.44 under the following
      conditions:

              


      

      
        	
              	
                a)  

              	
                Licensee’s chosen partner shall make its best
      endeavor not to create any conflict of interest with the global partner
      that the Licensor has already chosen; provided however, the
      Licensor’s chosen global partner shall have
      the interest to pay for the In-Game Ad for the aforementioned territory and the
      royalty shall be split in accordance with the calculation structure set
      forth in Article 16.8 b), provided however, if no interest shown by the
      chosen partner for the Territory, then it shall be understood as the
      non-existence of the conflict of interest
      mentioned in this Article.

              


      

      
        	
              	
                b)  

              	
                Given that the
      Licensee’s chosen partner does not create
      any conflict of interest mentioned in the above Article 16.9 a), the proposed
      In-Game
      Ad sales plan shall
      be reviewed and mutually agreed upon by Licensee and the Licensor
      before the sales agreement can be signed and/or
      executed.

              


      

      
        	
              	
                c)  

              	
                Licensee may reserve some right to
      voice its concern on the In-Game Ad sales initiatives made by
      Licensor and/or its ad agency affecting the Territory defined in
      Article
      1.44, in this case, both Parties shall come up with the mutual
      agreement to peacefully address the needs of each Party.

              


      

      


      
        	
                16.10  

              	
                Licensee agrees to put the brand name and/or logo of Licensor’s chosen technical solution
      providers up to the maximum limit of 5 within the SOFTWARE or the Localized
      SOFTWARE, Software packaging, Credit Screen, and Game splash
      screen(s) for such
      duration as requested by the Licensor provided that the location for
      displaying such Logo shall be determined by mutual
      consent and Licensor indemnifies Licensee for displaying
      such brand name and/or logo from any third party.

              


      

      


      


      Article 17.  Development and
Other Services by Licensor

      


      
        	
                17.1  

              	
                From time to time during the
      Term of this Agreement, Licensee may
      request Licensor to implement and develop for Licensee certain feature and/or
      functionality in relation to the Localized Version and the licenses granted
      hereunder. In such event, Licensor shall perform the requested
      implementation and development subject to Licensee’s payment of reasonable expenses
      incurred by Licensor
      as shall be mutually agreed to. Any software, program, process, method,
      technique, material, information or data arising out of such
      implementation or development shall be deemed Derivative Works created or invented by
      Licensor.

              


      

      


      
        	
                17.2  

              	
                Licensor may adjust the patching
      schedule in case there is a special request made by Licensee to
      

              


      

       

      
        
          
          

        

        
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                adjust the patching schedule.
      Patching schedules are planned by the development team and executed by
      global business team of
Licensor.

              


      

      


      


      Article 18.  Other
Obligations of
Licensee

      


      


      
        	
                18.1  

              	
                All matters relating to the
      pricing of the Online Services to Users shall be determined by mutual
      agreement of the Parties.

              


      

      


      
        	
                18.2  

              	
                Licensee shall deliver all Online
      Services related information or documents to Licensor upon
      Licensor’s request in a speedy
      manner.

              


      

      


      
        	
                18.3  

              	
                In the event that Licensor
      determines that the Licensee’s system requires improvement,
      Licensee shall improve the system to the best of its ability in accordance
      with the mutual agreement reached by both Parties.

              


      

      


      


      Article
19.  Report

      


      
        	
                19.1  

              	
                Licensee shall inform Licensor
      upon any structural changes of the servers or network at every instance,
      in a written format.

              


      

      


      
        	
                19.2  

              	
                During the duration of the
      service, Licensee has the obligation to regularly submit reports of the
      Online Services and the report shall at minimum consist of the
      following, provided that the report types, formats, contents and/or due
      dates can be changed upon mutual agreement of the parties via written
      document. Unless the aforementioned mutual agreement takes place, the
      minimum reports described in this article
      (19.2) shall be observed:

              


      

      


      
        	
              	
                a)  

              	
                Weekly Report – To be submitted every Monday by
      6:00 PM (Local
    Time)

              


      

      The report shall consist of the overall
status and condition of the service for the associated week including the
month’s Gross Revenue and Net Revenue, all Game related
errors, executed solutions, and security configuration, the average concurrent
user (ACCU) number, peak/non-peak CCU, newly registered users, accumulated
registered users, unique users, customer service report and weekly issues (including marketing
issues).

       

      
        	
              	
                b)  

              	
                Monthly Report – To be submitted on the first
      Friday of every month by 6:00 PM (Local
    Time)

              


      

      The report shall include results and
evaluation of the events held for the month, user activity [CCU/balance/level
distribution/class
distribution], marketing/promotion/sales report, monthly issues, patch results
and, the most current “Accumulated Total Sum of Gross Revenue
(ATSGR)” at the timing of
reporting, as defined in Article 1.2.

       

      
        	
              	
                c)  

              	
                Yearly Report – To be submitted on the first Friday of every year by
      6:00 PM (Local Time)

              


      

      The report shall include a financial
report which includes, without limiting to, the most current “Accumulated Total Sum of Gross Revenue
(ATSGR)” at the timing of
reporting, as defined in Article 1.2.

       

      
        	
              	
                d)  

              	
                Quarterly and Yearly Marketing/PR
      Report - To be submitted on the first Friday of every month by 6:00 PM
      (Local Time)

              


      

      The report shall include results and
evaluation of all marketing and PR activities, including but not limited to the
advertising, co-marketing,
press release, various online and offline promotion, events, etc. Special
marketing report for a particular month may also be requested by Licensor from
time to time.

       

      
        	
              	
                e)  

              	
                Monthly Royalty Report required by
      Article 3.1 c) of this
Agreement.

              


      

       

      
        
          
          

        

        
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                19.3  

              	
                Quarterly and Yearly Marketing/Promotion
      Related Reports:

              


      

      
        	
              	
                a)  

              	
                Annual Marketing strategy and
      master plan

              


      

      
        	
              	
                b)  

              	
                Annual/ Quarterly marketing
      calendar/plan

              


      

      
        	
              	
                c)  

              	
                Localized brand positioning and
      slogan

              


      

      
        	
              	
                d)  

              	
                Brand campaign Advertising /
      Events

              


      

      
        	
              	
                e)  

              	
                Brand campaign Key visuals and
      copywriting

              


      

      
        	
              	
                f)  

              	
                Key marketing initiatives (e.g. MGM, Free
      Trial, Mentor system,
    etc.)

              


      

      
        	
              	
                g)  

              	
                National co-brand marketing
      programs

              


      

      
        	
              	
                h)  

              	
                National
      Promotions

              


      

      
        	
              	
                i)  

              	
                National News
      Release

              


      

      


      


      Article
20.  Audit

      


      


      
        	
                20.1  

              	
                Licensee shall keep all of its
      record, contractual and accounting documents and company documents, in relation to its/their
      business and activities under this Agreement in its/their
      office(s), during the term of this
      Agreement and for two(2) years after the expiration or
      termination of this Agreement, whichever is
  later.

              


      

      


      
        	
                20.2  

              	
                During the term of
      this Agreement and
      two (2) years after the expiration or termination thereof, Licensor may
      from time to time during the normal business hours by itself or through a
      global standard accounting firm designated by Licensor investigate and
      audit all of the company documents of Licensee with
      respect to its SOFTWARE no more than twice per year. For this purpose,
      Licensor may request Licensee to produce the relevant documents, and may
      visit Licensee's office and make copies of Licensee's documents, and
      Licensee shall provide all assistance and
      co-operation required by Licensor for such investigation and audit. All
      expenses incurred for such investigation and audit shall be borne by
      Licensor with the exception of the
  following:

              


      

      


      
        	
              	
                a)  

              	
                In case where such investigation
      and audit reveals
      underpayment of less than 5% of the required royalty amount, at which case
      Licensee shall promptly make a payment to the Licensor of the unpaid
      amount. If the Licensee immediately make(s) the payment of the unpaid
      amount to the Licensor, Licensor shall grant the Licensee
      redemption from the investigation and audit expenses incurred at this
      occasion.

              


      

      
        	
              	
                b)  

              	
                In case where such investigation
      and audit reveals underpayment more than 5% of the required royalty
      amount, at which case Licensee shall bear all expenses for such investigation and
      audit and shall also immediately pay to Licensor the unpaid amount
      together with LIBOR rate as associated interests
      accrued.

              


      

      


      


      Article 21.  Term and
Termination

      


      
        	
                21.1  

              	
                This Agreement shall become
      effective from the Execution Date, and continue in full force and
      effect for Three (3) years after the first commencement date of the
      Commercial Services in any of the countries within the Territory, unless
      early terminated in accordance with the provisions of Article 21.2 below
      (the “Term”). This agreement may be renewed
      for another Two (2) years term subject to mutual written
      agreement.

              


      

      


      
        	
                21.2  

              	
                Both Parties shall have the right to terminate
      this Agreement by giving a written notice to the other Party in the following
      circumstances:

              


      

      


      
        	
              	
                a)  

              	
                when the other Party breaches any material term of
      this Agreement, and such breach is not


              


      

       

      
        
          
          

        

        
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                cured within thirty (30) days of
      written notice thereof from the non-breaching Party;

              


      

      
        	
              	
                b)  

              	
                when the other Party becomes bankrupt or files a
      voluntary petition in bankruptcy or is the subject of proceedings for
      liquidation or dissolution, or ceases to carry on business, or becomes
      unable to pay its debts as they become
  due;

              


      

      
        	
              	
                c)  

              	
                in the event that Licensor
      discovers disclosure of SOFTWARE source by Licensee to the third party without approval by
    Licensor;

              


      

      
        	
              	
                d)  

              	
                if the conditions or consequences
      of Force Majeure (as
      defined in Article 28) conditions prevails and/or is predicted to
      prevail for a period in excess of two (2) months with the result of major
      impairment to the performance by one of the Parties of its obligations
      hereunder;

              


      

      
        	
              	
                e)  

              	
                In case Licensee fails to continue
      during the Term to distribute and sell the Localized Client in all
      commercially viable parts of the Territory for more than thirty (30)
      consecutive days for the cause solely attributable to Licensee and such breach is
      not cured within thirty (30) days of written notice thereof from
      Licensor;

              


      

      
        	
              	
                f)  

              	
                If Licensee fails to timely make
      payments in
      accordance with Article 3.1 f), and/or does not comply with Audit as
      required by this Agreement without legitimate reasons for more than
      two (2) times.

              


      

      
        	
              	
                g)  

              	
                With five (5) business day written
      notice, if Licensee fails to meet its First Year Obligation pursuant to
      Article 16.6.

              


      

      
        	
              	
                h)  

              	
                If Licensee unless physically
      impracticable fails to mark all aspects of the Localized SOFTWARE, including without
      limitation, Localized Clients, Localized SERVER SOFTWARE, Instructional
      Guides, Promotional Merchandise, Packaging Materials and Marketing
      Materials with the appropriate copyright and trademark notice provided to
      Licensee, and the Licensee does not cure the
      situation within 30 days upon the receipt of written notice from the
      Licensor. If Licensee registers or attempts to register any copyright,
      trademark, service mark or design patent in any element of the Localized
      SOFTWARE without consent, approval and/or
      request by Licensor.

              


      

      
        	
              	
                i)  

              	
                If either Party assigns or attempts to
      transfer/assign this Agreement or any of
      the rights under this Agreement to any
      third
      party without the
      other Party’s prior written consent (except
      for the assignment
      otherwise allowed under this
Agreement).

              


      

      
        	
              	
                j)  

              	
                If Licensee sells the SERVER
      SOFTWARE without prior approval of
  Licensor.

              


      

      
        	
              	
                k)  

              	
                If Licensee fails to obtain the
      requisite authorization, license, permits and/or
      permission from the government and regulatory authorities pursuant to Article
      2.12.

              


      

      
        	
              	
                l)  

              	
                In the event that either
      Party make or attempt any unauthorized
      assignment for the benefit of creditors, file any petition for
      reorganization, re-adjustment or rearrangement of its business or affairs
      under any laws or governmental regulations relating to relief of
      debtors, bankruptcy or insolvency of any jurisdiction, have or suffer a
      receiver or trustee to be appointed for its business or property,
      discontinues its business, or be adjudicated a bankrupt or an
      insolvent.

              


      

      
        	
              	
                m)  

              	
                In the event each Party agrees that it is difficult for
      the Parties to continue their obligations
      pursuant to the Agreement due to the fact that either Party is merged, consolidated, sells
      all or substantially all of its assets or implements or experiences any
      substantial change in
      control by transferring more than fifty percent (50%) of the Party’s shares to any of the other
      Party’s
    competitors

              


      

      
        	
              	
                n)  

              	
                In the event that it is
      reasonably considered to be difficult by Licensee to continue the Online
      Services of the Game because of claim made by the 3rd
      Parties regarding the rights infringement or any other similar reasons
      regarding the lawful use of the Game and that such condition is not cured
      within sixty (60) calendar days.

              


      

      


      
        	
                21.3  

              	
                Effects of
      Termination

              


      

      


      
        	
              	
                a)  

              	
                Upon termination of this
      Agreement, all licenses and other rights
      granted hereunder shall automatically terminate and
      the Parties shall be released from all obligations
      and liabilities occurring or arising after the date of such termination
      subject to Articles 21.3. c), d), and e).

              


      

      
        	
              	
                b)  

              	
                Upon termination of the
      Licensee’s service of the SOFTWARE,
      regardless of the reason/cause of the termination, any and all SOFTWARE
      related data, including but not limited to game
  

              


      

       

      
        
          
          

        

        
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                database, character database, or
      log, Website contents, User Database and Derivative Works shall be
      transferred to Licensor unless unlawful. Licensee shall promptly return all
      materials in Licensee’s possession, including but not
      limited to Confidential Information, Deliverable, SOFTWARE, Documentation,
      Promotional Materials, to Licensor. Any such material in
      Licensee’s possession reasonably not
      available for return shall be disposed of immediately with evidence
      thereof provided to Licensor. In any event, Licensee shall cease all use
      of such materials in any manner whatsoever from the date of termination hereof.
      Licensor shall not be allowed to access the User Database during the Term.
      

              


      

      
        	
              	
                c)  

              	
                In the event of termination of
      this Agreement, all outstanding royalty or other payments due shall be
      calculated up to the date of termination and shall be immediately due and
      payable to Licensor.
      In the event that the Agreement is early terminated MG shall be reduced
      and, the amount of which to be reduced will be determined multiplying MG
      by the ratio of [(the number of full days that have elapsed since the launch of Commercial
      Service ) over 1,095.] Licensee shall pay the
      difference
      (if any) of such
      reduced MG minus aggregate Running Royalty paid to Licensor up until the
      termination date.

              


      

      
        	
              	
                d)  

              	
                The termination of this Agreement
      shall not affect any obligations of a Party to the other prior to
      termination, and such Licensee’s obligation of payment
      to the Licensor
      arising prior to the termination along with the provisions of Articles 6, 9,
      15, 16, 18, 20, 22, 23, and 25 shall survive any termination of
      this
      Agreement.

              


      

      
        	
              	
                e)  

              	
                Termination of this Agreement upon
      a breach by a Party of any material term hereof shall
      be without prejudice to the non-breaching Party’s right to pursue all available
      remedies at law or in
equity.

              


      

      
        	
              	
                f)  

              	
                In the event that the Agreement
      is terminated pursuant to Article 21.2, neither
      Licensee nor its receivers, representatives, trustees, agents,
      administrators, successors, and/or assigns shall have any right to
      manufacture, distribute, sell, exploit or in any way deal with any aspect
      of the Localized
      SOFTWARE, including without limitation, Localized Client, Localized SERVER
      SOFTWARE, Instructional Guides, Promotional Events, Promotional
      Merchandise or any Marketing Materials except with and pursuant to
      Licensor’s consent and instructions in
      writing.

              


      

      
        	
              	
                g)  

              	
                Upon expiration or termination of
      this Agreement, Licensee shall cease marketing and use of all of the
      Licensor’s names, marks, logos and
      designations.

              


      

      
        	
              	
                h)  

              	
                Upon expiration or termination of
      this Agreement, Licensee shall transfer all Game related Website
      contents and
      derivative works to Licensor in accordance with Article 7.3 of this
      Agreement. Then, all rights to the Derivative Works set forth in Article
      16 shall be exclusively owned by
  Licensor.

              


      

      
        	
              	
                i)  

              	
                Upon expiration or termination of
      this Agreement, Licensee shall transfer all Game related data,
      including but not limited to the following, User data and Game data, to
      Licensor for Licensor’s continuance of servicing of the
      Game in the Territory. However, transfer of User data is under the
      condition that such transferred User data is limited to the
      data of the End Users who gives legal permission to Licensee for such
      transfer in accordance with Article 9.16 of this
      Agreement.

              


      

      


      


      Article
22.  Warranty

      
         

         

      

      
        	
                22.1  

              	
                Licensee represents, warrants and
      covenants that: (a) it is a corporation duly organized and existing
      under the laws of state of Delaware; (b) it has the right, power and
      authority to enter into this Agreement; and (c) the making of this
      Agreement by it does not violate any agreement existing between it and any
      other person or entity, and throughout the
      effective term hereof, it will not make any agreement with any person or
      entity that is inconsistent with any of the provisions of this
      Agreement.

              


      

      


      
        	
                22.2  

              	
                Licensor warrants to Licensee
      that:

              


      

      
        	
              	
                a)  

              	
                the SOFTWARE has been originally
      developed by or for
      Licensor and Licensor is entitled to grant the licenses granted
      hereunder;

              


      

       

      
        
          
          

        

        
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                b)  

              	
                the SOFTWARE will in all material
      respects comply with Licensor’s specifications made known to
      Licensee current at the date of provision to
    Licensee.

              


      

      


      
        	
                22.3  

              	
                Notwithstanding the foregoing, Licensor shall have no
      liability for consequences of any changes to the SOFTWARE or Localized
      SOFTWARE made otherwise by Licensee, and Licensor shall have no
      obligation to correct, maintain or update any part of the SOFTWARE which
      has been the subject of any such
      change.

              


      

      


      
        	
                22.4  

              	
                Except as specifically provided
      hereunder, all Confidential Information, Deliverable, Derivative Works, SOFTWARE, Documentation and
      Promotional Materials are provided “as is” and without any other warranty of
      any kind. Licensor
      expressly disclaims any and all other warranties, express or implied,
      including any implied warranties of merchantability, and fitness for a
      particular purpose, whether arising in law, custom, conduct, or otherwise.
      Licensee agrees that it will make no warranty, express or implied, on
      behalf of Licensor.

              


      

      


      
        	
                22.5  

              	
                In no event shall Licensor be
      liable for any indirect, special, punitive, incidental, or consequential
      damages of any kind including loss of profits and loss of use, arising out
      of and in relation to the use of SOFTWARE, even if the
      Licensor has been advised of the possibility of such damages. In no event
      shall Licensor’s Liability for any claim whether
      in contract, tort and/or other theory
      of liability, exceed the aggregate and
      total amount of payments actually received by Licensor from
      Licensee under this
Agreement.

              


      

      


      


      Article
23.  Indemnity

      


      
        	
                23.1  

              	
                Licensor shall indemnify, hold
      harmless, and at Licensee’s request, defend Licensee and its
      directors, officers, employees, agents and independent contractors from
      and against any loss,
      damage, liability, cost and expenses (including court costs and reasonable
      fees of attorneys and other professionals) based upon, relating to, or
      arising out of a breach by Licensor of any agreements, representations or
      warranties contained in this Agreement; provided
      that, in case of a third party claim, Licensee shall: (i)
      promptly notify Licensor in writing
      of such claim or action and assist Licensor to answer the charges of
      infringement and defend such claim or action; and (ii) allow Licensor to control the defense
      of such claim and/or any related settlement negotiations, and (iii)
      provide Licensor with information and assistance to enable Licensor to defend such
      claim or action; or (iv) only upon specific request of Licensor, answer the charges of infringement
      and defend such claim
      or action; provided further that Licensee shall not settle such
      claim or action without the prior written consent of Licensor. In no event shall
      Licensor’s total aggregate liability under
      this indemnity Article (including defense costs)
      exceed the aggregate and total amount of payments actually received by
      Licensor from Licensee under this
  Agreement.

              


      

      


      
        	
                23.2  

              	
                Licensee shall indemnify, hold
      harmless, and at Licensor’s request, defend Licensor and its
      directors, officers,
      employees, agents and independent contractors from and against any loss,
      damage, liability, cost and expenses (including court costs and reasonable
      fees of attorneys and other professionals) based upon, relating to, or
      arising out of a breach by Licensee of any agreements,
      representations or warranties contained in this Agreement; provided that,
      in case of a third-party claim, Licensor shall: (i)
      Promptly notify Licensee in writing of such claim or action and assist
      Licensee to answer the charges of infringement and defend such claim
      or action; and (ii) allow Licensee to control the defense of such claim
      and/or any related settlement negotiations, and (iii) provide Licensee
      with information and assistance to enable Licensee to defend such claim or
      action; or (iv) only upon specific
      request of Licensee, answer the charges of infringement and defend such
      claim or action; provided further that Licensor shall not settle such
      claim or action without the prior written consent of Licensee. In no event
      shall Licensee’s total aggregate liability under
      this indemnity Article (including defense costs)
      exceed the aggregate and total amount of payments actually received by
      Licensor from Licensee under this
  Agreement.

              


      

       

      
        
          
          

        

        
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                23.3  

              	
                Licensor shall not be liable to
      Licensee for any claim arising from or based upon
      the combination, operation or use of any Localized Client or Localized
      Server with equipment, data or programming not supplied by Licensor, or
      arising from any alteration or modification of the Client or SERVER
      SOFTWARE.

              


      

      


      


      Article 24.  Governing Law and
Dispute Resolution

      


      
        	
                24.1  

              	
                The validity and interpretation of
      this Agreement and each article and part hereof shall be governed by the
      laws of the Republic of Korea.

              


      

      


      
        	
                24.2  

              	
                All disputes, controversies or
      differences which may arise between the Parties hereto, out of or in relation to
      or in connection with this Agreement, or the breach thereof, shall be
      finally settled by arbitrations in Seoul, the Republic of Korea in accordance with the Commercial
      Arbitration Rules of the International Chamber of Commerce then in effect. The award
      rendered by arbitrator(s) shall be final and binding upon both
      Parties and judgment thereon may be
      entered in any court of competent jurisdiction in the Republic of Korea.

              


      

      


      


      Article
25.  Confidentiality

      


      
        	
                25.1  

              	
                Licensor and Licensee acknowledge that in
      the course of performing this Agreement, each of them will obtain
      information, which is submitted in written, graphic, pictorial, machine
      readable, or other tangible form, from the other Party that is designated as
      confidential and
      proprietary in nature, including without limitation, trade secrets,
      know-how, inventions, techniques, processes, programs,
      designs, data, SOFTWARE and Documentation
      (the “Confidential
      Information”). Both
      Parties shall at all times, both during
      the Term and for three (3) years after
      termination of this Agreement, maintain in strict confidence all
      Confidential Information and not disclose such to any third party without prior written consent of
      the other Party.

              


      

      


      
        	
                25.2  

              	
                The obligation of confidentiality
      under Article 25.1
      shall not apply to certain Confidential Information
      if:

              


      

      
        	
              	
                a)  

              	
                it was in the public domain at the
      time of disclosure by a Party;

              


      

      
        	
              	
                b)  

              	
                it became known to the receiving
      Party from a source other than the
      disclosing Party without breach of this
      Agreement;

              


      

      
        	
              	
                c)  

              	
                it was independently developed by
      the receiving Party;
  or

              


      

      
        	
              	
                d)  

              	
                disclosure is required under
      applicable law, regulation or court decision or order of a court,
      administrative agency, or other governmental body, provided that the
      receiving Party shall provide prompt advance notice thereof, and
      provide the disclosing Party an opportunity to seek a
      protective order.

              


      

      


      


      Article 26.  No
Assignment

      


      Neither this Agreement nor any rights or
benefits or obligations hereunder may be assigned, in whole or in part, by any
Party hereto without the prior written
consent of the other Party.

      


      


      Article 27.  Non
Waiver

      


      The failure of either Party to enforce at any time or for any
period of time any of the provisions of this Agreement shall not be construed as a
waiver of such provisions
of the right of the Party thereafter to enforce each and every
provision.

      


      
        
          
          

        

        
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      Article 28.  Force
Majeure

      


      Either Party shall not be liable to the other
Party for failure or delay in performance of
any of its obligations under this Agreement for the time and to the extent such failure or
delay is caused by riot, civil commotions, wars, hostilities between nations,
governmental laws, orders or regulations, embargoes, actions by the government
or any agency thereof, Acts of God, storms, earthquakes, fires, accidents, sabotages, explosions, or
other similar or different contingencies beyond its reasonable control of the
respective Parties. The Party suffering such inability to perform
shall give a written notification to the other Party within 10 days after the occurrence of the event, and use
its best efforts to remedy and remove such cause.

      


      


      Article 29. Independent
Contractor

      


      Licensee’s relationship with the Licensor during
the term of this Agreement shall be that of an independent contractor. Licensee
will not have, and shall
not represent that it has, any power, right or authority to bind the Licensor,
or to assume or create any obligation or responsibility express or implied, on
behalf of the Licensor or in Licensor’s name, except as herein
expressly provided. Nothing stated in this
Agreement shall be construed as making partnership between Licensee and Licensor
as creating the relationships of employer/employee, franchisor/franchisee, or
principal/agent between the Parties. In all matters relating to
this Agreement, neither
Licensee nor its employees or agents are, nor shall act as, employees of the
Licensor within the meaning or application of any obligations or liabilities to
the Licensor by reason of an employment relationship. Licensee shall
reimburse the Licensor for and hold it
harmless from any liabilities or obligations imposed or attempted to be imposed
upon the Licensor by virtue of any such law with respect to employees of
Licensee in performance of this Agreement.

      


      


      Article
30.  Modification
and Amendments

      


      No modification, change or amendment of
this Agreement shall be binding upon the Parties hereto except by mutual express consent
in writing of subsequent date signed by an authorized officer or representative
of each of the Parties hereto.

      


      


      Article
31.  Severability

      


      If any provision hereof is found invalid
or unenforceable under applicable laws, the remainder of this Agreement shall
nevertheless remain valid and enforceable according to its
terms.

      


      


      Article 32.  Successors and
Assigns

      


      This Agreement shall be binding upon, and
inure to the benefit of, both Parties and its successors and
assigns; provided, however,
that neither this Agreement nor any right or obligations hereunder shall be
assignable or transferable by the Parties herein without a written consent of the other
Party, and any assignment or delegation which
is not consented by the other Party shall be null, void, and without
effect. Nothing contained
in this Agreement, expressed or implied, shall be deemed to confer any right
or remedy upon either
Party against, or obligate either
Party to, any person or entity other than the
Parties hereto.

      


      
        
          
          

        

        
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      Article
33.  Language

      


      This Agreement has been executed in two
(2) copies, both with equal force and effect, in the English language.
This Agreement may be
translated into other languages for the sake of convenience. The English
language version shall be the controlling document and in the event of any
difference, discrepancy or conflict between the English and any other version of
this Agreement, the English version shall be
controlling in all respects. And the language to be used in rendering all of the
documents provided to Licensor by Licensee under this Agreement shall be
English.

      


      


      Article
34.  Notice

      


      Any notice required or
permitted to be given
hereunder shall be in writing, and may be given by personal delivery, registered
airmail, postage prepaid and return receipt requested, or by facsimile or email
at the address as follows or at such other address or number as may be provided
in writing by either Party. Such communications shall be deemed to
have been delivered at the time of delivery (if delivered by personal delivery),
at the time of transmission (if served by facsimile) or on the seventh calendar
day after the date of posting (if served by post or registered
airmail).

      


      To Licensor(WEBZEN):  9F, Daelim Acrotel, 467-6,
Dogok-Dong,

          Kangnam-Gu,
Seoul 135-971, Korea

      To Licensee(NHN USA): 3353 Michelson Dr. Suite 250, Irvine, California, USA 92612,

          Mountain View, California, USA 94040

      


      


      Article 35.  Entire
Agreement

      


      This Agreement contains the entire and
complete Agreement between the Parties, and supersedes any and all prior
understandings, promises, representations, and agreement, oral or written, with
respect to the subject
matter hereof.

      


      


      


      IN WITNESS WHEREOF, the Parties have caused this Agreement to be
executed by their duly authorized representatives as the Execution
Date.

       

      

        
          	
                  WEBZEN Inc.

                	
                   

                	
                  NHN USA
Inc.

                	 
    	 
	 
    	 
    	 
    	 
    	 
	
                  By

                	
                  : /s/ Kim Chang
      Keun

                	
                  By

                	
                  : /s/ Jeong Seob Yun

                	 
	
                  Name

                	
                  : Kim Chang
    Keun

                	
                  Name

                	
                  : Jeong Seob
    Yun

                	 
	
                  Title

                	
                  : CEO

                	
                  Title

                	
                  : CEO

                	 
	
                  Date

                	
                  : May 21,
    2009

                	
                  Date

                	
                  : May 21,
2009

                	 


        

      

      


      
        
          
          

        

        
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      Exhibit A.  Payment Gateway Fee
Table

      


      


      
        	
                Payment
    Gateway

              	
                PG Fee
Rate*

              	
                Description

              
	
                Paypal

              	
                7.25% ~
    10.45%

              	
                Credit Card Payment / Online
      Fund
      Transfer

              
	
                Click&Buy

              	
                9.75% ~
    14.21%

              	
                Credit Card Payment / Online Fund
      Transfer

              
	
                PayByCash

              	
                12.95% ~
    15.34%

              	
                Credit Card Payment / Online Fund
      Transfer

              
	
                Google
    Checkout

              	
                5.45% ~
    8.29%

              	
                Credit Card Payment / Online Fund
      Transfer

              
	
                Mobiliance Phone
      Bill

              	
                9.45% ~ 20.00%

              	
                Landline Phone
      Payment

              
	
                ijji Prepaid
      Card

              	
                21.00%~25.00%

              	
                Offline Prepaid Card
      Payment

              


      

      *The PG Fee Rate stated in the above
table may vary depending on the volume of the transactions and/or the total
sales amount incurred through the PG service.”

      


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