Exhibit
4.4

    
       

      ‘Business Agency
Agreement’

       

      NHN Games Co., Ltd.
(hereinafter referred to as “A Party”) and WEBZEN Inc.
(hereinafter referred to as “B Party”) have caused this Agreement
to be executed in order to specify rights and obligations of both parties so
that B Party may conduct businesses specified in Article 3 below (hereinafter
referred to as “Agency
Business”) on behalf of
A Party.

       

      Article 1 [Purpose
of Agreement]

       

      Purpose of this
Agreement is to specify legal relations where B Party sincerely carries out the
Agency Business requested by A Party to B Party and A Party pays B Party the
cost of the business.

       

      Article 2
[Definition of Terms]

       

      1. Agency Business:
Those businesses specified in Article 3 of this Agreement that B Party executes
and support on behalf of A Party in accordance with this Agreement, in
connection with “Strategy”, “Marketing”, promotion, etc. required for conducting
of businesses by A Party in or outside Korea

       

      2. Contract Amount:
Amount specified in Article 6 of this Agreement

       

      3. Contents: It
refers to all of S/W, intellectual property right, etc. to be applied for
business model and generate profit, which are owned by A Party or whose legal
right A Party has obtained from the third party.

       

      4. Publishing: An
activity to operate business by distributing game S/W, etc. to the
public

       


      
        
           


        

        
          1

          
            

          

        

        
           


        

      


      5. Strategy: It
refers to all methods required to perform business activities

       

      6. Marketing:
Businesses such as planning activity, market survey, merchandising, etc. to
transfer the business model to the users properly

       

      7. Other terms not
defined on this Agreement shall be interpreted in accordance with related laws
and practices.

       

      Article 3 [Contents
of Agency Business]

       

      1.
Strategy

       

      1) To develop
business models using “Contents”

       

      2) To review
business feasibility of the business model specified by A Party (hereinafter
referred to as “Business Model”)

       

      3) To develop
additional profit-making model related to “Business Model”

       

      4) To consult any
matters required to launch the Business Model

       

      2.
Marketing

       

      1) To analyze
domestic/abroad market environments concerning “Business Model”

       

      2) To analyze
inclinations of domestic/abroad users concerning “Business Model”

       

      3) To progress
partnership business concerning “Business Model”

       

      4) To prepare
activation plan for brands possessed by A Party

       


      
        
           


        

        
          2

          
            

          

        

        
           


        

      


      3. Public
Relation/
Promotion

       

      1) To select
promotion media for the “Business Model”

       

      2) To survey
satisfaction level per promotion media for the “Business Model”

       

      3) To progress
promotion, etc. for the brands possessed by A Party

       

      4. Other Support
Businesses

       

      1) To provide
consulting in connection with interconnection and adjustment between overseas
and domestic businesses

       

      2) To provide
consulting for direction of update and patch for the games if the ”Business
Model” is provision of the game service

       

      3) To manage sales
revenue per “Business Model” and prepare/send related reports

       

      4) To monitor
agreement implementation situations for the publishing agency

       

      5) To provide
support in connection with violation of agreement by the publishing agency,
etc.

       

      Article 4 [Regular
Staff of Agency Business]

       

      The total number of
staffs of B Party performing “Agency Business” under this Agreement shall
be twenty five persons.

       

      Article 5 [Term of
Contract]

       

      1. This Agreement
shall be effective from the date of execution to Dec. 31, 2009 unless terminated
pursuant to Article 11, and it shall be deemed to be automatically renewed for
additional one year unless intention of termination has been expressed from
either party in writing until thirty days before expiration of the
agreement.

       


      
        
           


        

        
          3

          
            

          

        

        
           


        

      


      2. However, in the
event that this Agreement has been extended pursuant to the previous clause,
contract price may be increased due to increase of general expenses, of which
scope shall be decided within 10% of the contract price by agreement of both
parties.

       

      Article 6 [Contract
Price]

       

      1. The cost for
execution of the “Agency Business” to be paid by A Party to B Party under this
Agreement (hereinafter referred to as “Contract Price”) shall be 93,750,000 won
per month (excluding VAT).

       

      2. For the monthly
“Contract Price” specified in the previous clause, when B Party requests A Party
its payment by sending tax invoice until the 10th
business day of the next month, A Party shall pay the amount until the end of
the month requested.

       

      Article 7
[Obligation to report Executions]

       

      1. A Party may
check and confirm progress status of “Agency Business” performed by B Party when
necessary, and B Party shall report to A Party progress status of “Agency
Business” in writing upon request of A Party.

       

      2. When there is
separate instruction of A Party concerning the report specified in the previous
clause, B Party shall actively reflect the instruction of A Party in connection
with performance of the “Agency
Business”.

       


      
        
           


        

        
          4

          
            

          

        

        
           


        

      


      Article 8
[Completion Report]

       

      1. When A Party
requests B Party to perform specific business in connection with ”Agency
Business〃 specified in
Article 3 of this Agreement by designating due date, B Party shall report
completion of the business until the due date. However, it is determined that
requested due date of A Party is not reasonable to complete the works, B Party
may request A Party to extend the due date and when B Party requests extension
of the due date, both parties shall determine proper due date through additional
agreement.

       

      2. If A Party
requests supplement for the completion report of B Party specified in the
previous clause, B Party shall supplement it and conduct completion report
again.

       

      Article 9
[Belonging, etc. of Intellectual Property Right and Development
Output]

       

      1. All sorts of
rights including titles of Outputs and results of this “Agency Business”,
related intellectual property rights, etc. shall be possessed by A
Party.

       

      Article 10
[Confidentiality]

       

      1. A Party and B
Party shall keep all sorts of information of the other party such as market,
management, sales, technology, product or other information (hereinafter
referred to as “Confidential Information”) acquired or known in connection with
“Agency Business” in secret and shall not disclose, leak or provide them to the
third party without prior written consent of the other party nor use them for
purpose other than this Agreement.

       


      
        
           


        

        
          5

          
            

          

        

        
           


        

      


      2. Obligations of
this Article shall not be applied to the following information:

       

      
        	
                 
      

              	
                (1)
      Information of the other party provided to the third party by A Party or B
      Party for the “Agency Business” (In this case, either
      party providing information to the third party shall request the third
      party obligation of confidentiality in writing if there is request of the
      other party.).

              


      

       

      
        	
                 
      

              	
                (2)
      Information already disclosed at the time of providing such information to
      the “Recipient”

              


      

       

      
        	
                 
      

              	
                (3)
      Information already possessed by the “Recipient” at the time of providing
      such information to the “Recipient”

              


      

       

      
        	
                 
      

              	
                (4)
      Information acquired by the “Recipient” through its research and
      development

              


      

       

      
        	
                 
      

              	
                (5)
      Information received by the “Recipient” from the third party. However,
      such information shall be limited to information that is not acquired by
      the third party from A Party or B Party based on
      confidentiality.

              


      

       

      
        	
                 
      

              	
                (6)
      Information generated by applicable laws or judgments of the courts.
      However, A Party or B Party shall receive reasonable notice of the laws or
      judgments and the other party shall be provided with opportunity to strive
      to prevent or restrict generation of the information at its own
      expenses.

              


      

       

      3. The obligation
to keep confidentiality specified in the previous clause shall be effective not
only during the term of this Agreement but for three years after expiration of
this Agreement. If either party violates the said obligation and makes damage on
the other party, the defaulting party shall be responsible for indemnity of all
sorts of damage on the other party.

       


      
        
           


        

        
          6

          
            

          

        

        
           


        

      


      4. In the event of
termination or expiration of this Agreement, both parties shall immediately
return to the other party originals and copies of all sorts of documents and
other materials provided from the other party.

       

      Article 11
[Termination or Cancellation of Agreement]

       

      1. If there is any
non-fulfillment or delay of obligation by the other party, A Party and B Party
may notify the other party of corrective action by specifying due date within
ten days and terminate or cancel this Agreement immediately if there is no
proper corrective action within the said period.

       

      2. A Party or B
Party may terminate this Agreement promptly if there are any of the followings
for the other party:

       

      1) When issued note
or check has been dishonored or either party has experienced attachment for
unpaid tax;

       

      2) When it has
encountered attachment, provisional attachment, provisional disposition or other
enforced execution by the third party;

       

      3) When it has
encountered or applied itself bankruptcy, composition or corporate
reorganization;

       

      4) When it is
recognized that it is difficult for either party to continue this Agreement due
to suspension or cancellation of business by the relevant
authority.

       

      3. In spite of
Clause 1 or 2 of this article, A Party may terminate this Agreement by fifteen
day prior written notice if it decides that it is difficult to continue this
Agreement due to change in the government’s policy, amendment of related laws or
other causes. In this case, B Party may request A Party to pay only cost of the
“Agency Business” accrued until the time of termination of the agreement and the
output developed by B Party until the termination shall belong to A
Party.

       


      
        
           


        

        
          7

          
            

          

        

        
           


        

      


      Article 12
[Indemnity]

       

      1. In the event
that any damage has occurred on the other party or its director, employee,
shareholder or user due to breach of promise, obligation, representation,
warranty, etc. under this Agreement by either party, the defaulting party shall
indemnify for it. However, any damage on the other party’s director, employee,
shareholder or etc. has occurred indirectly due to damage on the other party,
only the damage on the other party shall be indemnified.

       

      2. In the event
that either party (”Indemnifying Party”) has breached promise, obligation,
representation, warranty, etc. under this Agreement and any claim or lawsuit has
been instituted against the other party (”Indemnified Party”) from the third
party, the “Indemnifying Party” shall bear reconciliation cost with the third
party or the total costs of lawsuit (including attorney’s fee) and damages by
final judgment of the court in connection with the said claim or lawsuit of the
third party and keep the “Indemnified Party” harmless from any damage or loss
from the claim or lawsuit above. When the “Indemnified Party” has recognized the
commencement of such claim or lawsuit, etc. of the third party, it shall notify
the “Indemnifying Party” of it in writing as soon as possible (within five days
from the date of recognition) and grant right of negotiation, reconciliation,
defense of lawsuit, etc. against the said claim, lawsuit, etc. to the
“Indemnifying Party” if the “Indemnifying Party” has notified of selecting it in
writing within ten days after receiving the notice. If the “Indemnified Party”
conducts the said lawsuit defense, etc., it shall not make reconciliation or
agreement with the third party without consent of the “Indemnifying Party”,
provided that such consent of the “Indemnifying Party” shall not be withheld
without reasonable cause. Even if the “Indemnified Party” has delayed the said
written notice, responsibility of the ““Indemnifying Party” under this Article
shall not be released, provided that if any additional expenses have occurred in
connection with lawsuit defense or resolution of such claim, lawsuit, etc. due
to such delay, the additional expenses shall be borne by the “Indemnified
Party”.

       


      
        
           


        

        
          8

          
            

          

        

        
           


        

      


      3. If there is any
claim, lawsuit, etc. from the third party against infringement of intellectual
property rights such as patent, copyright, etc. or other rights in connection
with the “Contents”, A Party shall be responsible for it.

       

      4. If there is any
claim, lawsuit, etc. from the third party against infringement of intellectual
property rights such as patent, copyright, etc. or other rights against the
results of the “Agency Business”, B Party shall be responsible for
it.

       

      Article 13 [Force
Majeure]

       

      1. Either A or B
Party shall not be responsible for nonperformance or delay of obligations under
this Agreement against the other party due to the causes that cannot be properly
controlled by itself, including war, riot, civil war, natural disaster,
establishment/amendment of laws or government’s actions.

       

      2. In the event of
force majeure specified in the previous clause, the relevant Party shall
immediately notify the other party of the fact and take all available actions so
that the agreement can be implemented as soon as possible and carry out the
obligations not performed or delayed immediately after the said force majeure
has been released.

       


      
        
           


        

        
          9

          
            

          

        

        
           


        

      


      3. If delay of
implementation of the agreement due to force majeure has continued or is
expected to continue for fifteen days, A Party or B Party may terminate this
Agreement by written notice to the other party.

       

      Article 14
[Prohibition of Assignment]

       

      Either A or B Party
shall not assign, subcontract, nor provide as collateral any part or all of
rights and obligations under this Agreement to the third party without written
consent of the other party.

       

      Article 15
[Resolution and Jurisdiction]

       

      1. If there is any
matter not specified in this Agreement or any difference with regard to
construction of the agreement between both parties, in principle, it shall be
resolved by mutual discussion in accordance with general commercial
practice.

       

      2. In the event
that any dispute has occurred concerning this Agreement and has proceeded with a
lawsuit, the Seoul Central District Court shall have jurisdiction over
it.

       

      


       

      In Witness Whereof,
both parties hereto have prepared and signed two original copies of this
Agreement to be executed, of which each one copy shall be kept by each party,
respectively.

       


      
        
           


        

        
          10

          
            

          

        

        
           


        

      

       

       

      June 08,
2009

       

      
        	
                A
      Party:

              	
                6th
      Fl., I-Park Bundang 102 Bldg., Jeongja-dong, Bundang-gu, Seongnam-si,
      Gyeonggi-do

              
	 
      	
                NHN Games
      Co., Ltd.

              
	 
      	
                Kim,
      Byeong-gwan/ Representative Director

              
	 
      	 
      
	 
      	 
      
	
                B Party
      :

              	
                9th
      Fl. of Daelim Acrotel, 467-6, Dogok-dong, Kangnam-gu,
  Seoul

              
	 
      	
                WEBZEN
      Inc.

              
	 
      	
                Kim,
      Chang-geun/ Representative
  Director   (Seal)

              


      


      
        
           


        

        
          11

          
            

          

        

        
           


        

      


      Exhibit  Estimates

       

       

      
        	
                 
      

              	
                1.

              	
                Details of
      Agency Costs (Unit: Won, person)

              


      

       

       

      
        	
                Fee per
      person / month

              	
                3,750,000

              	 
      	 
      
	
                Type

                 

              	
                Number of
      Persons / month

              	
                Amount /
      month

              	
                Business
      report

              	
                Remarks\

              
	
                Strategy

              	
                6

              	
                22,500,000

              	
                From time to
      time

              	 
      
	
                Marketing

              	
                7

              	
                26,250,000

              	
                Each month /
      from time to time

              	 
      
	
                Public
      Relation / promotion

              	
                6

              	
                22,500,000

              	
                Each
      month

              	 
      
	
                Other
      support

              	
                6

              	
                22,500,000

              	
                Each month /
      from time to time

              	 
      
	
                Subtotal

                 

              	
                25

              	
                3,750,000

              	 
      	
                Excluding
      VAT

              
	
                VAT

              	
                9,375,000

              	 
      	
                10%

              
	
                Monthly total
      amount

              	
                103,125,000

              	 
      	
                Monthly
      amount

              
	
                June-December,
      2009

              	
                721,875,000

              	 
      	
                June-December

              


      

      
        	
                 
      

              	
                l

              	
                Monthly
      service fee per person may be adjusted within the standard provided for in
      clause 2 of article 5 of this Agreement by mutual consultation upon annual
      extension of the agreement.

              


      

       

       

      
        	
                 
      

              	
                2.

              	
                Job
      experiences of dispatched personnel (Unit:
  Person)

              


      

       

       

      
        	
                Type

                 

              	
                Number of
      persons

              	
                Remarks

              
	
                5 years or
      more

              	
                10

              	
                * Job
      experiences to total  job experiences are
      calculated.

              
	
                3 – 5
      years

              	
                6

              
	
                1 – 3
      years

              	
                7

              
	
                Less than 1
      year

              	
                2

              
	
                Subtotal

              	
                25

              	 
      


      

      


      12