Exhibit
4.5


    

     

    
      		
               

            


    

     

    
      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 19, 2008 (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 6F
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 tentatively entitled “Huxley Battle Prime” 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, tentatively
entitled, “Huxley Battle Prime” 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, tentatively entitled, “Huxley Battle Prime” 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

              	
                “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.

              
	 
      	 
      
	
                1.3

              	
                 “Business Information Portal
      (BIP)” means the monitoring tool developed and
      operated by Licensee in order to monitor Online Service 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.

              
	 
      	 
      
	
                1.4

              	
                “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.

              
	 
      	 
      
	
                1.5

              	
                “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.

              
	 
      	 
      
	
                1.6

              	
                “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.

              
	 
      	 
      
	
                1.7

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

              
	 
      	 
      
	
                1.8

              	
                “Copyrights” 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.

              
	 
      	 
      
	
                1.9

              	
                “Deliverable” 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.

              
	 
      	 
      
	
                1.10

              	
                “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 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.

              
	 
      	 
      
	
                1.11

              	
                “End Users” 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.

              


      

       

      
        
          
          

        

        
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                1.12

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

              
	 
      	 
      
	
                1.13

              	
                “Game” means PC Online game, tentatively
      entitled, “Huxley Battle Prime”, developed by the Licensor. The Game title may be
      changed by mutual consent between the Parties in accordance with
      Article 2.5 of this
      Agreement. The Game is licensed hereunder to Licensee and Licensee
      shall commercially release the Game in the Territory in the English,
      French, Spanish and German languages with having Portuguese as an option.
      The parties may mutually agree on any other languages in a subsequent
      writing.

              
	 
      	 
      
	
                1.14

              	
                “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.

              
	 
      	 
      
	
                1.15

              	
                “Gross Revenue” 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.

              
	 
      	 
      
	
                1.16

              	
                “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.

              
	 
      	 
      
	
                1.17

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

              
	 
      	 
      
	
                1.18

              	
                “In-Game Advertising” or “In-Game Advertisement” for all purposes of this
      Agreement, means,
      only as displayed in a tentative Game Title (Huxley Battle Prime),
      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.

              
	 
      	 
      
	
                1.19

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

              
	 
      	 
      
	
                1.20

              	
                “Intellectual Property
      Rights” 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,
  

              


      

      


      
        
          
          

        

        
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        	 	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.
	 	 
	
                1.21

              	
                “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.

              
	 
      	 
      
	
                1.22

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

              
	 
      	 
      
	
                1.23

              	
                “Marketing Materials” means any items that have been
      pre-Approved by the Licensor from the following categories: advertising,
      marketing, promotional, packaging materials, Promotional Merchandise 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.

              
	 
      	 
      
	
                1.24

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

              
	 
      	 
      
	
                1.25

              	
                “Net Revenue” means “Gross Revenue” defined in Article 1.15
      minus withholding
      tax, sales tax, value
      added tax, and/or any other applicable tax and PG Fee defined in Article
      1.34.

              
	 
      	 
      
	
                1.26

              	
                “Net Advertising Sales
      Revenue” 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.

              
	 
      	 
      
	
                1.27

              	
                “Offline Revenue” means any revenues received or
      recognized by Licensee from commercial distribution of Packaging Materials. Distribution of
      Packaging Materials by Licensee for promotional purpose shall not be
      considered commercial distribution, and shall be excluded in calculating
      Offline Revenue.

              
	 
      	 
      
	
                1.28

              	
                "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.

              
	 
      	 
      
	
                1.29

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

              
	 
      	 
      
	
                1.30

              	
                “Original Artwork” means any pictorial, graphic
      works and other audiovisual works created by 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.

              
	 
      	 
      
	
                1.31

              	
                “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
  

              


      

      


      
        
          
          

        

        
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        	 	pictures, cartoons,
      video
      and television broadcasts and recording).
      This does not include In-game Ad with which the related terms are stated
      in Article 16 of this agreement.
	 	 
	
                1.32

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

              
	 
      	 
      
	
                1.33

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

              
	 
      	 
      
	
                1.34

              	
                “PG (Payment Gateway)
      Fee” means any and all fees or
      commissions that is 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.

              
	 
      	 
      
	
                1.35

              	
                “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.

              
	 
      	 
      
	
                1.36

              	
                “Promotional Materials” 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.

              
	 
      	 
      
	 
      	 
      
	
                1.37

              	
                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.

              
	 
      	 
      
	
                1.38

              	
                “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.

              
	 
      	 
      
	
                1.39

              	
                SOFTWARE shall mean both SERVER SOFTWARE and Client of
      the Game tentatively entitled “Huxley Battle Prime” (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 1.10.

              
	 
      	 
      
	
                1.40

              	
                “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, 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).

              


      

       

      
        
          
          

        

        
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                1.41

              	
                “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 1.39.

              
	 
      	 
      
	
                1.42

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

              
	 
      	 
      
	
                1.43

              	
                “Territory” Shall mean together the following
      list of countries / areas:

              
	 
      	
                America: The United States, Canada and
  Mexico

              
	 
      	
                Western Europe: The United
      Kingdom, France, Germany, Belgium, Italia, Luxemburg, Netherlands,
      Denmark, Ireland, Greece, Portugal, Spain, Sweden,
      Finland, Norway and Austria

              
	 
      	 
      
	
                1.44

              	
                “Trademark” 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.

              
	 
      	 
      
	
                1.45

              	
                “Trade Secrets” 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.

              
	 
      	 
      
	
                1.46

              	
                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.

              
	 
      	 
      
	
                1.47

              	
                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 Article 2.2 through 2.4 below, 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, Spanish, German, French,
      Portuguese and/or other European languages
      subsequently agreed
      by the parties including voiceover and to generate such versions of the SOFTWARE
      (the “Localized Versions”) for marketing and Online Service within the Territory (subject
      further to Article 2.3);

              
	 
      	
                b)

              	
                to market, operate and/or otherwise provide Online
      Service of
      the Localized
      Versions of SOFTWARE within the Territory, which the computer servers for
      each of the Localized 

              


      

       

      
        
          
          

        

        
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        	 	 	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”) and the license within the
      Territory. Licensor also
      grants to Licensee
      the first right of offer for the Sequel (“Sequel Right”), 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 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 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

              


      

       

      
        
          
          

        

        
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      	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 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

              	
                In consideration for the
      rights and
      licenses granted to Licensee by
      Licensor hereunder and the technical assistances rendered to Licensee by
      Licensor hereunder, 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 1.5 million shall be paid to Licensor by
      Licensee as the non-refundable and non-recoupable Software Development and
      Installation Fee as defined in Article 1.41. The payment of the
      Software Development
      and Installation fee
      shall be made by the
      following payment schedule:

              


      

      
        	 
      	 
      	 
      	
                1st
      Payment: USD 500,000
      shall be paid upon signing of license
      agreement for the
      development and installation of the CBT build of the Localized
      SOFTWARE.

              
	 
      	 
      	 
      	
                2nd
      Payment: USD
      500,000 shall be paid upon OBT
      launch in any of the countries within the Territory defined in Article
      1.43 for the development and installation of the OBT build of the
      Localized SOFTWARE.

              
	 
      	 
      	 
      	
                3rd
      Payment: USD 500,000
      shall be paid upon Commercialization in any of the countries within
      the Territory defined in Article 1.43 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) and d) below shall be minimum USD 500,000
      (“MG Installment”) for each twelve (12) months upon
      Commercialization during the initial three (3) year Term. On the last day of each
      twelve-month term (“Invoice Date”), Licensor shall issue an invoice evidencing the
      aggregate Running Royalties paid during the pertinent term of 12 month and the due amount un-offset from
      each MG Installment. 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 (35)% of the Net
      Revenue defined in
      Article
      1.25 from the launch of the Commercial Services in any of the countries within the Territory
      (i.e. Net Revenue x (35)% = 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 15th calendar day from the end of each
      month.

              
	 
      	
                d)

              	
                Incentive Royalty: If monthly total Gross Revenue from entire Territory is greater than or equal to
      USD 1 million, the running royalty
      rate for the pertinent month becomes
      (38%) of Net Revenue rather than (35)% of Net Revenue as mentioned
      in 3.1 c) above.

              
	 
      	
                e)

              	
                The abovementioned Software
      Development and Installation Fee, at all times, shall be deemed to be
      non-refundable and non-recoupable and fully earned by Licensor upon the
      payment being made by
      Licensee.

              
	 
      	
                f)

              	
                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.

              
	 
      	
                g)

              	
                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.

              
	 
      	
                h)

              	
                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 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 SOFTWARE service in the Territory in
      accordance with this Agreement (collectively "Delivery
      Materials"), Licensee shall perform its
  

              


      

       

      
        
          
          

        

        
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      	review and testing
      of the Delivery Materials and inform Licensor
      of any defect within thirty
      (30)
      days after
      receipt of each
      Delivery Materials 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 services of the Game 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, the
      Game may also be Localized into other languages for
      services in Western Europe defined in Article 1.43. For now, the localization is
      capped at English, Spanish, German, French and Portuguese. However, the
      Parties shall also mutually decide if any other language is needed and/or
      dropped 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, OBT and 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.

              
	 
      	 
      
	
                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 North America within the year 2008.
       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.

              
	 
      	 
      
	
                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.

              


      

       

      
        
          
          

        

        
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                5.4

              	
                Upon commercial launch for North
      American Users,
      Licensee shall not
      prohibit or otherwise block Western European Users’ access of the Online Service regardless of localization being
      done aside from the English version. Upon launching of Commercial Service in North America, the Parties
      shall initially service users from all Territory in
      English.

              
	 
      	 
      
	
                5.5

              	
                Licensee acknowledges that the
      time interval between the commercialization of the last country in North America and
      the commercialization
      of the first
      country in Europe
      will not unreasonably exceed six (6) months which can be extended by mutual
    consent.

              
	 
      	 
      
	
                5.6

              	
                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 in North America and
      Europe.

              
	 
      	 
      
	
                5.7

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

              
	 
      	 
      
	
                5.8

              	
                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.

              


      

      


      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
      Merchandise; 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 of 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. 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


              


      

       

      
        
          
          

        

        
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        	 	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 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 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),
      

              


      

       

      
        
          
          

        

        
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        	 	 	configuration or any
      settings of the game related servers including, but not limited to, Game
      Data Base, User Data
      Base, and Game 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.

              


      

      


      Article 7. Website and Ownership of
Data

      


      
        	
                7.1

              	
                The official website 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 Localized SOFTWARE service to End Users in the Territory only
      through the mutually agreed website(s) designated by Licensor
      and Licensee
      (the “Website”), and subject to
      Licensor’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” 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 subdomain of the 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 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 site 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 (unless due to significant breach
      by Licensor) 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 of this Agreement. The User
      database shall include all customer and User lists in association with the
      Game and such Users’ account and billing information. However, if required
      by the relevant law and/or regulation of the Government, Licensee shall
      make best endeavor in obtaining User’s permission for such transfer of
      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
    

              


      

       

      
        
          
          

        

        
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      	to www.ijji.com.
      Additional means of client distribution may be agreed upon both
      parties’
      mutual
      written consent.
	 	 
	
                8.2

              	
                Any and all package 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 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 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
      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 Service
      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
      

              


      

       

      
        
          
          

        

        
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      	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 servers
      non-operational.

              
	 
      	 
      
	
                9.7

              	
                In the event Licensee needs to
      modify DB 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. DB, 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 request 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
      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 24/7 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 24/7, 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
    

              


      

       

      
        
          
          

        

        
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        	 	continuing the
      Online Service 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 the services of
      the Game without
interruption:

              


      

      


      
        	 
      	
                a)

              	
                If any part of the services of the
      Game is interrupted or suspended for more than twenty (20) minutes 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 services of the
      Game, 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 old 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 affect on the End Users
      can be avoided even
      in the rolled back version of the Game;
  and

              


      

       

      
        	
                10.2

              	
                Fee
      Covered Training and Assistance. Licensor shall provide to Licensee
      adequate training and technical assistance to install and operate the Game
      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 service of the
      SOFTWARE, 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 

              


      

       

      
        
          
          

        

        
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      	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.

              


      

      


      
      

      
        	
                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 the 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, etc., 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 

              


      

       

      
        
          
          

        

        
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        	 	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 User’s PC in the directory and registry
      designated by the
      Licensee. Licensor may; however, request to do the similar installation in
      the User's PC and shall mutually decide to best way to achieve each
      party's needs.

              
	 
      	 
      
	
                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 User. After installation, the link icons for
      www.ijji.com and the Game’s official website shall be
      placed in the 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 Service of the Game
      by Licensee, Licensor shall succeed in continuing the Online Service 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 Service, Licensee shall, prior to
      commencing Commercial Service for the Localized Version, 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 Localized Version service 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 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
      

              


      

       

      
        
          
          

        

        
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      	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 Game 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.

              


      

      


      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 Trademarks) 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 

              


      

       

      
        
          
          

        

        
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        	 	 	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 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
      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
  

              


      

       

      
        
          
          

        

        
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        	 	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;

              
	 
      	
                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 Version 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 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 1.5 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 Items become commercial products that could yield profits the license for such Promotional
      Materials and/or Promotional Items will be separately agreed in an OSMU and Merchandising
      Agreement set forth in Article 2.7 of this
      Agreement.

              


      

       

      
        
          
          

        

        
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                16.8

              	
                Licensee may seek for in-game
      advertising agency for its services under the following
      conditions:

              
	 
      	 
      	 
      
	 
      	
                a)

              	
                Licensee shall give serious
      considerations to uphold Licensor’s chosen in-game advertising
      agency for the same terms and conditions.

              
	 
      	 
      	 
      
	 
      	
                b)

              	
                Licensee may opt to choose another
      agency if a service agreement cannot be concluded with the Licensor’s chosen in-game ad agency,
      provided however; such agreement with other 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 1.43 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 Running Royalty nor Minimum
      Guarantee 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 1.43 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 1.43, 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 Versions 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, 

                


        

         

        
          
            
            

          

          
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      	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
      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 SOFTWARE service to Users shall be determined by mutual
      agreement of the Parties.

                
	 
      	 
      
	
                  18.2

                	
                  Licensee shall deliver all service
      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
      service and the report shall consist of the following: In case Licensee
      cannot observe the deadline for a reasonable reason, Licensee shall
      explain such reasons to
Licensor:

                


        

        


        
          	 
      	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 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 and
      patch results.
	 
      	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.
	 
      	
                  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

                


        

         

        
          	
                  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

                


        

         

        
          
            
            

          

          
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                  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
      offices, 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 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
    

                


        

         

        
          
            
            

          

          
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          	 	 	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, and/or does not comply with Audit as required by this Agreement
      without legitimate reasons 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 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 the
      Licensor.

                
	 
      	
                  k)

                	
                  If Licensee fails to obtain the
      requisite Approvals, 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)

                	
                  After 6 months from the beginning of Commercial Service, the average Gross
      Revenue for any consecutive 3 months
      thereafter
      is below US$100,000 and immediately following consecutive 3 months’ average Gross revenue does not
      exceed US$100,000 with the best effort put forth by both
      Parties.

                
	 
      	
                  n)

                	
                  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

                
	 
      	
                  o)

                	
                  In the event that it is
      reasonably considered to be difficult by Licensee to continue the 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 database, character
      database, or log,
      Website contents and Derivative Works shall be transferred to
      Licensor unless
      unlawful. Licensee shall promptly return all
      materials in 
      

                


        

         

        
          
            
            

          

          
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          	 	 	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. Licensee
      shall mutually
      agree
      on the transferring
      scheme for the lawful transfer of the User Database upon the termination
      of the Term unless
      the termination is not caused by Licensor’s
      significant
      breach
      of the Agreement, provided however,
      Licensee
      assumes full responsibility for any and all legal claims and/or activities
      from the End Users of the Territory.
      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 Installment shall be reduced
      and, the amount of which to be reduced will be determined
      multiplying MG
      Installment by the ratio of [(360 minus the number of full days
      that have elapsed since the launch of Commercial Service ) over 360.] Licensee shall pay the different amount (if any) of
      such reduced MG Installment 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 (unless
      due to significant breach by Licensor) 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:

                


        

         

        
          
            
            

          

          
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                  a)

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

                
	 
      	
                  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
      

                


        

         

        
          
            
            

          

          
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      	under this indemnity
      article (including defense costs) exceed the aggregate and total amount of
      payments actually received by Licensor from Licensee under this
      Agreement.  
	 	 
	
                  23.3

                	
                  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 the


         

        
          
            
            

          

          
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        Agreement
shall not be construed
as a waiver of such provisions of the right of the party thereafter to
enforce each and every provision.

        


        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):

                  	
                    6F, 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/ Nam Ju
    Kim

                  	 
      	 	
                    By

                  	
                    : /s/ Whon
      Namkoong

                  
	
                    Name

                  	
                    : Nam Ju Kim

                  	 
      	 	
                    Name

                  	
                    : Whon
    Namkoong

                  
	
                    Title

                  	
                    : CEO

                  	 
      	 	
                    Title

                  	
                    : CEO

                  
	
                    Date

                  	
                    : 5/19/2008

                  	 
      	 	
                    Date

                  	
                    : May 19
  2008

                  


          

          
            
              
              

            

            
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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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