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                                                                   EXHIBIT 10.15

                               EXCLUSIVE RAGNAROK
                       LICENSE AND DISTRIBUTION AGREEMENT

THIS LICENSE AND DISTRIBUTION AGREEMENT (this "Agreement"), is made and entered
into on this 21st day of October, 2002, by and between GRAVITY CORPORATION, a
corporation duly organised and existing under the laws of the Republic of Korea
("Korea") and having its offices at 6th Fl. Shingu Bldg., 620-2, Shinsa-Dong,
Kangnam-Ku, Seoul, 135-894, Korea ("Licensor"), SOFT-WORLD INTERNATIONAL
CORPORATION, a corporation duly organised and existing under the laws of Taiwan,
R.O.C and having its offices at 13th Fl., No. 1-16, KuoCien Road, Chien-Chen
District, Kaoshiung 806, Taiwan ("Softworld"), and VALUE CENTRAL CORPORATION, a
corporation duly organised and existing under the laws of the Independent State
of Western Samoa and having its offices at P.O. Box 217, Apia, Samoa
("Licensee").

                                    RECITALS:

WHEREAS, Licensor has developed and possesses all rights in computer programs of
online game "Ragnarok" ("Game") and also possesses valuable know-how and
technical information on the installation, design, service and use of the Game;

WHEREAS, Softworld is engaged in the business of sale and distribution of game
products in Taiwan, and Licensee is Softworld's subsidiary company with 100%
investment by Softworld;

WHEREAS, Softworld and Licensee desire to distribute and market the Game in the
Territory (as defined in Article 1) through the Service Company (as defined in
Article 1) which will be established after the execution of this Agreement and
which will be engaged in the sale, distribution, promotion and marketing of the
Game to wholesalers and will provide an accurate figure of the Service-Sales
Amount calculated with its billing system in the Territory; and

WHEREAS, Licensor desires to grant such license to the Service Company through
Licensee under the full guarantee of its performance by Licensee and Soft-world.

                                    AGREEMENT

NOW, THEREFORE, in consideration of the mutual promises and covenants contained
herein and other good and valuable consideration, the parties hereto agree as
follows:

                                   ARTICLE 1.
                                   DEFINITIONS

The terms defined in this Article shall have the meaning ascribed to them herein
whenever they are used in this Agreement, unless otherwise clearly indicated by
the context.

1.1      "Chinese Version" shall mean the Game in Chinese language.

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1.2      "Confidential Information" shall mean all materials, know-how, software
         or other information including, but not limited to, proprietary
         information and materials regarding a Party's technology, products,
         business information or objectives, including the softwares for the
         Game and Technical Information under this Agreement, which is
         designated as confidential in writing by the providing Party or which
         is the type that is customarily considered to be confidential
         information by persons engaged in similar activities.

1.3      "End Users" shall mean the users of the Game through network game
         service system established and operated by Licensee with individually
         assigned ID numbers for each End User.

1.4      "Game" shall have the meaning stipulated in the recitals above,
         including any modified or advanced version of the Game distributed by
         Licensor for error correcting, updating or debugging purpose, under the
         same title. Any subtitled version, series or sequel to the Game which
         may be developed or distributed by Licensor after the execution of this
         Agreement shall be clearly excluded from the scope of this Agreement.

1.5      "Intellectual Property" shall mean all patents, designs, utility
         models, copyrights, know-how, trade secrets, trademarks, service mark,
         trade dress and any other intellectual property rights in or related to
         the Game or Technical Information.

1.6      "Parties" and "Party" shall mean Licensor, Softworld and Licensee,
         collectively and individually, respectively.

1.7      "Servers" shall mean the servers established, installed and operated by
         Licensee within the Territory only for the service of Game to End Users
         in the Territory.

1.8      "Service Company" shall mean the company which will be established by
         Softworld and/or Licensee after the execution of this Agreement, 100%
         of whose issued and outstanding shares will be owned or controlled by
         Softworld or Licensee and which will be engaged in the sale,
         distribution, promotion and marketing of the Game to wholesalers and
         will provide an accurate figure of the Service-Sales Amount calculated
         through its billing system in the Territory.

1.9      "Service-Sales Amount" shall mean the total service-sales amount paid
         by End Users for the Game, including amount paid by prepaid card,
         calculated in the Billing System with the deduction of the
         Wholesaler-Discounts granted under this Agreement.

1.10     "Technical Information" shall mean the software, know-how, data, test
         result, layouts, artwork, processes, scripts, concepts and other
         technical information on or in relation to the Game and the
         installation, operation, maintenance, service and use thereof.

1.11     "Territory" shall mean the People's Republic of China.

1.12     "Wholesaler-Discounts" shall mean the discount which will be offered by
         the Licensee to all wholesalers who run sales market; provided,
         however, that if the payment by End Users is made by prepaid card or
         numbers through traditional sales channel (includes PC game rooms,
         Computer shops, Convenient stores,, Wholesaler-Discounts

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         granted to any wholesaler shall not exceed thirty percent (30%) of the
         prepaid card amount, if the payment by End Users is made through online
         channel, Wholesaler-Discounts granted to any wholesaler shall not
         exceed fifteen percent (15%) of the amount paid online which includes
         credit cards, bank wire transfer, mobile and phone and if the payment
         by End Users is not made by traditional sales channel or online sales
         channel, there will be negotiation between both parties.

                                   ARTICLE 2.
                                GRANT OF LICENSE

2.1      Licensor hereby grants to Licensee, subject to the terms and conditions
         contained in this Agreement, the exclusive, royalty-bearing and
         non-transferable license (the "License") to service, use, promote,
         distribute and market the Game to End Users and to use the Technical
         Information for such purpose within the Territory, and to grant a
         sublicense only to the Service Company.

2.2      The service, use, promotion, distribution and marketing of the Game
         under this Agreement by Licensee shall be made only in Chinese language
         using the Chinese Version in the Territory. Any service, use,
         promotion, distribution and marketing of the Game outside the Territory
         and any use of the Technical Information for any purpose other than
         performance under this Agreement are strictly prohibited.

2.3      The service of the Game by Licensee shall be made only through the IBM
         PC on-line method (excluding mobile access) using the Servers. Without
         prior written approval by Licensor Licensee shall not manufacture any
         free of charge "Prepaid Card" if points per such ID exceed one hundred
         fifty (150) points, and such cards are only to be used for promoting
         new end-users and up to one hundred fifty (150) free points for one
         game account id. Licensee shall not manufacture, sell or distribute the
         Game in any other forms including CDs.

2.4      The Game shall be serviced, promoted, distributed and marketed under
         the titles, trademark, character names and other names of the Game
         ("Title") as originally created and used by Licensor. Provided,
         however, that, if it is required to change any of such Title due to any
         special lingual or social circumstance of the Territory, the Parties
         shall decide and use new Title ("New Title") for the Game. All of the
         right on the Title and New Title shall be exclusively owned by Licensor
         and Licensee shall not use any of such Title or New Title out of the
         scope of this Agreement without a prior written approval of Licensor.

2.5      All of the rights on or in relation to the Game, except as granted
         under this Agreement, including but not limited to the rights on the
         character business of the Game, shall remain exclusively with Licensor.

                                    ARTICLE 3
                                 SERVICE COMPANY

3.1      Soft-world and/or Licensee shall establish the Service Company after
         the date of execution of this Agreement. Promptly upon establishment of
         the Service Company,

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         Licensee shall provide Licensor with the relevant corporate information
         on the Service Company, including the shareholding details thereof, and
         such other information thereon as may be reasonably requested by
         Licensor.

3.2      Within 30 days after the date of establishment of the Service Company,
         Licensee shall enter into a fully valid and binding sublicense
         agreement ("Sublicense Agreement") with the Service Company, a copy of
         which shall be provided to Licensor promptly upon execution and which
         shall contain all of the terms and conditions of this Agreement mutatis
         mutandis. Under the Sublicense Agreement, Licensor shall be designated
         as a third party beneficiary and shall be entitled to exercise the
         rights of Licensee provided therein directly against the Service
         Company.

3.3      After the execution of the Sublicense Agreement, all service, use,
         promotion, distribution and marketing of the Game to End Users required
         under this Agreement shall be performed only by the Service Company.

3.4      In addition to the obligations of the Service Company provided in the
         Sublicense Agreement, all of Licensee's obligations provided in this
         Agreement shall apply to the Service Company, and Licensee shall cause
         the Service Company to perform all of Licensee's obligations under this
         Agreement. In this regard, the performance by the Service Company of
         Licensee's obligations under this Agreement shall be deemed to be the
         performance thereof by Licensee itself. Further, the term "Licensee"
         used throughout this Agreement in relation to Licensee's obligations
         hereunder shall be interpreted such as to include the Service Company.

3.5      During the term of this Agreement, Soft-world shall, together with
         Licensee, maintain the ownership of at least fifty one percent (51%) of
         the total issued and outstanding shares and the control over the
         management of the Service Company. In the event Software loses such
         ownership or control, the Service Company shall lose all its rights in
         relation to the Game and the Sublicense Agreement shall expressly
         provide that it shall be automatically terminated in such event.

                                    ARTICLE 4
                                DELIVERY OF GAME

4.1      Subject to the terms and conditions of this Agreement, Licensor shall
         provide Licensee with its full assistance and cooperation including
         preparation of Chinese Version and providing technical assistance in
         order for Licensee to launch its beta service of the Game in the
         Territory within thirty (30) days to Forty-Five (45) days from the
         signing of the contract and to launch its commercial service of the
         Game in the Territory within forty five (45) to Sixty (60) days from
         the approval date of Chinese Government on the publication of the Game.
         The Parties agree that the above dates are the target dates for
         launching the beta and commercial service of the Game and such dates
         may be changed based on the market situations by the mutual agreement
         of the Parties.

4.2      Once Licensee receives the Chinese Version and technical documents on
         the Game (collectively "Delivery Materials") from Licensor, Licensee
         shall perform its review

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         and test promptly and inform Licensor of any defect within thirty (30)
         days after receipt thereof. Licensee's failure to inform within the
         designated period shall be regarded as acceptance by Licensee, and any
         revision or modification of any of the Delivery Materials which may be
         made by Licensor thereafter upon the request by Licensee shall be at
         Licensee's sole expense.

4.3      The Game shall be serviced in the Territory only in the manner provided
         by Licensor under this Agreement. Licensee shall be strictly prohibited
         from any modification, amendment or revision of any part of the Game
         including the name of title and characters of the Game, without prior
         written approval from Licensor.

                                    ARTICLE 5
                              TECHNICAL ASSISTANCE

5.1      During the term of this Agreement, Licensor shall provide Licensee for
         free of charge with technical assistance including software
         installation and set-up, maintenance support, patch updates in
         connection with the Game and the localization of the Game into Chinese
         language, provided that any and all expenses actually incurred by any
         engineers dispatched by Licensor to perform the above technical
         assistance in this Section 5.1, including, without limitation, business
         class airfare, lodging, food and other general living expenses incurred
         during their stay at Licensee's premises, shall be borne by Licensee.

5.2      Licensor shall, upon the request of Licensee, dispatch its engineers to
         Licensee for the installation of Servers and training of Licensee's
         personnel. The total period for such technical assistance excluding the
         travelling time shall not exceed [10] man days (based on 8 hours of
         work per engineer per day), and any further assistance through dispatch
         of Licensor's engineers shall be determined by the mutual agreement of
         the Parties. After the initial dispatch by Licensor of its engineers
         for [10 man-day period], the salaries of Licensor's engineers for the
         dispatched period shall be paid by Licensee. All the expenses incurred
         by the engineers of Licensor for business class airfare, lodging and
         food and other general living expenses during their stay for the period
         of technical assistance shall be borne by Licensee.

5.3      During the term of this Agreement, Licensor shall receive Licensee's
         personnel in its office in Korea for training with respect to the
         installation and service of the Game and the installation, maintenance
         and operation of the Servers. The number of the trainees from Licensee
         shall not exceed [3] persons at one time and the total period of
         training shall not exceed [7] man days (based on 8 hours of training
         per trainee per day), unless otherwise agreed in writing by Licensor.
         All of the expenses for travel, lodging, food and other general living
         expenses incurred by such dispatched personnel of Licensee shall be
         borne by Licensee.

5.4      Any further assistance may be rendered by Licensor upon mutual
         agreement of the Parties.

5.5      Each Party shall be fully responsible and fully indemnify the other
         Party for the behavior of and activities performed by its employees and
         personnel during their stay at the other Party's facilities.

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                                    ARTICLE 6
                                     PAYMENT

6.1      In consideration of the License and technical assistance granted under
         this Agreement, Licensee shall pay to Licensor as follows:

         (a) INSTALLMENT PAYMENT

         Licensee shall pay to Licensor a sum of Seven Hundred Thousand United
         States Dollars (USD 700,000) ("Installment Payment") in the following
         manner:

         (i)      1st Installment Payment: a sum of Four Hundred and Six
                  Thousand United States Dollars (USD 406,000) which is
                  equivalent to Fifty eight percent (58%) of the Installment
                  Payment shall be paiduntil thirtieth day of November, 2002.

         (ii)     2nd Installment Payment: a sum of Two Hundred and Ninety four
                  Thousand United States Dollars (USD 294,000) which is
                  equivalent to forty two percent (42%) of the Installment
                  Payment shall be paid within seven (7) days after to the date
                  of commencement of commercial service of the Game("Commercial
                  Service Date").

         No installment payment shall be refunded to or recouped by Licensee for
         any reason.

         (b) ROYALTY AND REPORT

         In addition to the Installment Payment, Licensee shall pay to Licensor
         as continuing royalties thirty percent (30%) of the Service-Sales
         Amount paid by End Users ("Royalty"). Subject to Section 6.1(c) below,
         the Royalty shall be paid on a monthly basis within twenty (20) days
         after the end of the applicable month. Licensee shall also provide
         Licensor with a report ("Royalty Report") on a monthly basis within
         twenty (20) days after the end of the applicable month. Each Royalty
         Report shall contain detailed information on the calculation of
         "Service-Sales Amount" for the applicable month.

         (c) MINIMUM GUARANTEE

         As a minimum guarantee ("Minimum Guarantee") for the Royalty payment,
         Licensee shall pay to Licensor a sum of Four Hundred Thousand United
         States Dollars (USD 400,000) in advance for every six (6) months'
         period after Commercial Service Date. The Minimum Guarantee for the
         first 6-month period after the Commercial Service Date shall be paid
         within two (2) weeks after the Commercial Service Date and those for
         the subsequent 6-month periods shall be paid within two (2) weeks after
         the beginning of the applicable 6-month period. The Minimum Guarantee
         shall be deemed to be an advance payment of the Royalty to the extent
         of the amount thereof for each six-month period, thus if the Royalty
         exceeds the Minimum Guarantee within any such six-month period,
         Licensee shall pay to Licensor the Royalty amount in excess of the
         Minimum Guarantee in accordance with Section 6.1(b) above. For the

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         avoidance of doubt, Licensee shall (i) pay the Installment Payment set
         forth in Section 6.1(a) regardless of Sections 6.1(b) and (c), and (ii)
         provide Licensor with the Royalty Report pursuant to Section 6.1(b)
         regardless of whether the Royalty exceeds the Minimum Guarantee.

6.2      Any and all payment under this Agreement by Licensee to Licensor shall
         be made in United States Dollar (USD) and by wire transfer to the
         account designated by Licensor or in such other method as may be
         mutually agreed between the Parties.

6.3      For all payments to be made in United States Dollar under this
         Agreement, the applicable foreign exchange rate shall be the basic
         exchange rate published by the Chinese Bank on the due date for the
         relevant payment. Provided, however, that, in the event of any delay in
         payment, the most favourable exchange rate to Licensor of the rates
         from the due date for the relevant payment to the date of actual
         payment shall apply.

6.4      In the event any payment is delayed by Licensee under this Agreement, a
         default interest at a rate of [18] % per annum shall apply. For the
         avoidance of doubt, Licensor's entitlement to such default interest
         pursuant to this Section 6.4 shall not affect any other rights of
         Licensor under this Agreement.

6.5      Any and all taxes including the sales tax, value added tax, income tax
         on any payment to Licensor under this Agreement shall be borne by
         Licensee, provided, however, if Chinese Government requires Licensee to
         withhold the income tax on the payment to Licensor, Licensee is allowed
         to withhold as such tax up to ten percent (10%) of the respective
         payment amount. In the event that any amount is withheld for the tax
         payment under this Section 6.5, Licensee shall promptly inform Licensor
         of such payment and provide Licensor with a certification issued by the
         relevant tax authorities with respect to the royalty payment. Any
         withholding tax in excess of ten percent (10%) of the respective
         payment amount shall be borne by Licensee, and Licensee shall not
         deduct such withheld amount from the actual payment amount.

                                    ARTICLE 7
                                 REPORT & AUDIT

7.1      Licensee shall provide Licensor with all the information on the
         development of its business in relation to the Game. Without limiting
         the foregoing, Licensee shall inform Licensor promptly after its launch
         of the beta service and the commencement of the commercial service of
         the Game.

7.2      Licensee shall provide Licensor with a monthly report (the "Monthly
         Report") within twenty (20) days after the end of the applicable month
         in writing on its business activities in relation to the Game including
         but not limited to the list of End-Users, the fees charged by Licensee,
         sale revenue of the pertinent month, advertising activities and the
         expenses therefor, complaints received from End Users and market trends
         in the Territory.

7.3      Licensee shall keep all of its record, contractual and accounting
         documents and company documents in relation to its business and
         activities under this Agreement in

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         its offices, during the term of this Agreement and for two years after
         the expiration or termination of this Agreement.

7.4      During the term of this Agreement and two (2) years after the
         expiration or termination thereof, Licensor may by itself or through an
         accountant designated by Licensor investigate and audit all of the
         company documents of Licensee with respect to its Game business. 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. 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 unless such investigation and audit reveals underpayment by
         greater than 5% of the required royalty amount, in which case Licensee
         shall bear all expenses for such investigation and audit and shall also
         promptly pay to Licensor the unpaid amount together with [18] % default
         interest thereon.

                                    ARTICLE 8
                                   ADVERTISING

8.1      Licensee shall exert its best efforts to advertise, promote and perform
         marketing activities on the Game in the Territory.

8.2      For the advertising of the Game in the Territory, Licensee agrees to
         spend no less than Five Hundred Thousand United States Dollars (USD
         500,000) for each twelve-month period after the commencement of the
         term of this Agreement. Licensee shall provide Licensor with detailed
         information on Licensee's advertising activities every month in the
         Monthly Reports as stipulated in Section 7.2. In addition, Licensee
         shall provide Licensor with a separate advertisement report on June 30
         and December 31 of each year covering the preceding 6 months' period.

8.3      Licensor will provide Licensee with samples of the marketing and
         promotional materials for the Game which have been or will be produced
         and used by Licensor during the term of this Agreement. For the
         marketing and advertising materials for use in the Territory, Licensee
         shall provide Licensor with samples thereof and shall obtain Licensor's
         written approval prior to Licensee's actual use of such advertising
         materials. Licensor's failure to respond within seven (7) days after
         receipt of such samples of advertising material shall be deemed as
         approval of such advertising materials.

8.4      All of the copyright on the marketing and advertising materials
         produced or used by Licensee on the Game ("Advertising Materials")
         shall be exclusively owned by Licensor, and Licensee shall not use any
         Advertising Materials in a manner outside the scope of this Agreement.
         For the effectiveness of this provision, Licensee hereby assigns all of
         its right on such Advertising Materials to Licensor.

                                    ARTICLE 9
                          OTHER OBLIGATION OF LICENSEE

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9.1      Licensee shall exert its best efforts to supply, distribute and sell
         the Game in the Territory.

9.2      Licensee shall be solely responsible for service, use, promotion,
         distribution and marketing of the Game in the Territory, and Licensor
         shall not be responsible for any of such activities unless stipulated
         otherwise in this Agreement.

9.3      Licensee shall provide full and comprehensive technical support to End
         Users to assist in their use of the Game, including but not limited to
         Licensee's maintaining 24-hour technical contact window, on-line
         customer services, sufficient outbound bandwidth and circuits for
         operating business under this Agreement, and game servers required for
         on-line game operation.

9.4      Licensee shall provide its best effort and procure appropriate legal
         and administrative measures against any and all activities by third
         parties infringing the Game or any of the Intellectual Property of
         Licensor on or in relation to the Game, including without limitation
         to, manufacture or sales of counterfeiting CDs, manuals, workbooks or
         other products.

9.5      Licensee shall conform to all laws and regulations of the Territory in
         its service, use, promotion, distribution and marketing of the Game in
         the Territory.

9.6      Licensee shall provide a prior written notice to Licensor in the event
         Licensee intends to change its marketing strategies, including budget,
         advertising, marketing, promotional materials, product packaging and
         etc., price policies relating to the Game, and other important
         policies.

9.7      Licensee shall indemnify and hold harmless Licensor and its officers
         and employees from any kind of losses, costs, expenses or liabilities,
         including reasonable attorneys' fees resulting from any claim by a
         third party on or in relation to Licensee's service, use, promotion,
         distribution and marketing of the Game, provided that Licensor (a)
         promptly notifies Licensee of such claim; (b) allows Licensee to
         control the defence of such claim and/or any related settlement
         negotiations; and (c) provides any reasonable assistance requested by
         Licensee in connection with such claim.

9.8      Without prior written approval by Licensor Licensee shall not publish
         free of charge account of the Game when number of such free of charge
         account exceeds eight hundred units (800) and such information shall be
         provided to licensor in monthly basis.

9.9.     Licensee shall provide Licensor an exclusive and separated office and
         office supplies including but not limited to desks and computers up to
         4 persons in the Service Company's main office and all branch offices
         for Gravity's own activities including but not limited to co-marketing
         and auditing. And this office will be accessible only by person
         designated by Licensor. All the expenses incurred by these employees of
         Licensor for transportation, posts and telecommunications, salaries,
         lodging and food and other general living expenses, etc. during the
         mission shall be borne by Licensor.

9.10     Licensee shall provide Licensor with the ids of any prepaid cards
         manufactured to serve and charge End Users for the Licensed Product
         immediately during the term of

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         this Agreement. And the Licensee shall obtain Licensor's written
         approval prior to launching any free of charge prepaid cards if points
         per card exceed one hundred fifty (150) points, and these cards are
         used only for promoting new end-users.

                                   ARTICLE 10
                              INTELLECTUAL PROPERTY

10.1     Technical Information shall be exclusively owned by Licensor, and this
         Agreement shall not grant Licensee or permit Licensee to exercise any
         right or license on the Intellectual Property except for the License
         granted under this Agreement. Licensee shall not obtain or try to
         obtain any registered industrial property or copyright on any of the
         Intellectual Property of Licensor regardless of the territory and
         exploitation area.

10.2     Licensor hereby represents and warrants that Licensor has a legal and
         valid right to grant the rights and licenses under this Agreement to
         Licensee and that the Game and Technical Information do not violate or
         infringe any patent, copyright and trademark of any third party in
         Korea.

10.3     Licensor agrees to indemnify and hold harmless Licensee from any kind
         of losses, costs, expenses or liabilities, including reasonable
         attorneys' fees and costs of settlement, resulting from any claim by a
         third party upon Licensor's breach of Section 10.2; provided that
         Licensee (a) promptly notifies Licensor of such claim; (b) allows
         Licensor to control the defense of such claim and/or any related
         settlement negotiations; and (c) provides any reasonable assistance
         requested by Licensor in connection with such claim.

                                   ARTICLE 11
                             LIMITATION OF LIABILITY

11.1     EXCEPT FOR THE WARRANTY AND INDEMNIFICATION OBLIGATIONS SET FORTH IN
         SECTIONS 10.2 AND 10.3 ABOVE, LICENSOR MAKES NO WARRANTIES, EXPRESS OR
         IMPLIED, CONCERNING THE GAME INCLUDING BUT NOT LIMITED TO ITS
         MERCHANTABILITY, AND THE GAME IS LICENSED HEREUNDER "AS IS".

11.2     IN NO EVENT WILL EITHER PARTY HERETO BE LIABLE TO THE OTHER FOR ANY
         INDIRECT, CONSEQUENTIAL, INCIDENTAL, PUNITIVE OR SPECIAL DAMAGES,
         WHETHER BASED ON BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR
         OTHERWISE, AND WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE
         POSSIBILITY OF SUCH DAMAGE.

11.3     THE AGGREGATE LIABILITY OF LICENSOR UNDER OR RELATING TO THIS AGREEMENT
         WHETHER IN CONTRACT, TORT (INCLUDING WITHOUT LIMITATION NEGLIGENCE) OR
         OTHERWISE, SHALL BE LIMITED TO AN AMOUNT EQUAL TO THE TOTAL AMOUNT OF
         THE PAYMENTS MADE BY LICENSEE DURING THE PRECEDING PERIOD OF [6]
         MONTHS.

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                                   ARTICLE 12
                                 CONFIDENTIALITY

12.1     All Confidential Information disclosed by either Party under this
         Agreement shall be maintained in confidence by the receiving Party and
         shall not be used for any purpose other than explicitly granted under
         this Agreement. Each Party agrees that it shall provide Confidential
         Information received from the other Party only to its employees,
         consultants and advisors who need to know for the performance of this
         Agreement. The receiving Party shall be responsible for any breach of
         this Article by its employees, consultants and advisors.

12.2     The confidential obligation shall not apply, in the event that it can
         be shown by competent documents that the Confidential Information;

         (a)      becomes published or generally known to the public before or
                  after the execution of this Agreement without any breach of
                  this Agreement by any Party;

         (b)      was known by the receiving Party prior to the date of
                  disclosure to the receiving Party;

         (c)      either before or after the date of disclosure is lawfully
                  disclosed to the receiving Party by a third party who has no
                  confidential obligation for such information;

         (d)      is independently developed by or for the receiving Party
                  without reference to or reliance upon the Confidential
                  Information; or

         (e)      is required to be disclosed by the receiving Party in
                  accordance with the applicable laws and orders from the
                  government or court; provided that, in this case, the
                  receiving Party shall provide prior written notice of such
                  disclosure to the providing Party and takes reasonable and
                  lawful actions to avoid and/or minimize the degree of such
                  disclosure.

                                   ARTICLE 13
                                      TERM

13.1     This Agreement shall become effective on the execution date of this
         Agreement and, unless terminated earlier in accordance with this
         Agreement, shall remain in effect for a period of two (2) years from
         the date of commencement of Commercial service of Chinese version in
         the Territory.

13.2     No later than four (4) months prior to the expiration of this
         Agreement, Licensor shall give Licensee the first right of negotiation
         for a period of thirty (30) days for re-execution of a license
         agreement for an additional term of one (1) year ("Renewed Term") for
         the Game. For the extension one (1) year with initial two (2) year
         terms of this agreement, Licensee shall be given continuous execution
         of this license agreement if there have been no critical defects during
         the initial two year term. If no agreement in writing is made between
         the Parties for renewal or re-execution of a

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         license agreement during such period, this Agreement shall expire
         without any further extension or renewal.

                                   ARTICLE 14
                                   TERMINATION

14.1     This Agreement may be terminated upon the mutual agreement of the
         Parties.

14.2     Each Party shall have the right to immediately terminate this
         Agreement:

         (a)      upon written notice to the other Party in the event of the
                  other Party's material breach of this Agreement and such
                  breach shall continue for a period of [thirty (30)] days after
                  the breaching Party's receipt of written notice setting forth
                  the nature of the breach or its failure to perform and the
                  manner in which it may be remedied;

         (b)      if the other Party or its creditors or any other eligible
                  party files for its liquidation, bankruptcy, reorganization,
                  composition or dissolution, or if the other Party is unable to
                  pay any kind of debts as they become due, or the creditors of
                  the other Party have taken over its management; or

         (c)      in accordance with Section 15.2 below.

         (d)      In the event of Licensee's intended material breach of Billing
                  system and such breach shall be clarified and proved truth by
                  Parties after Licensee's receipt of the Licensor's written
                  notice setting forth the nature of the breach, and Licensee
                  shall promptly pay to Licensor the unpaid-amount together with
                  [18]% default interest thereon.

14.3     Notwithstanding Section 14.2 above, Licensor may immediately terminate
         this Agreement upon a written notice to Licensee:

         (a)      if the Royalty for any given month as set forth in Section
                  6.1(b) above is not paid within 15 days from receiving written
                  notice from Licensor for late payment;

         (b)      if the beta service of the Game is not commenced in the
                  Territory within forty five (45) days from the date of signing
                  of the contract unless such failure has been caused by
                  Licensor;

         (c)      if the commercial service of the Game is not commenced in the
                  Territory within thirty (30) to sixty (60) days from the date
                  on which the commercialization of the Game in the Territory is
                  duly approved by the Chinese Government unless such failure
                  has been caused by Licensor;

         (d)      if the service of the Game in the Territory is stopped,
                  suspended, discontinued or disrupted for more than ten (15)
                  days in total during the term of this Agreement due to causes
                  attributable to Licensee unless such suspension is caused by
                  Chinese Government;

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<PAGE>

         (e)      if Soft-world fails to obtain approval by the Chinese
                  Government for commercial service of the game in the territory
                  until thirty first (31st) of January, 2003. In this case
                  Licensor shall pay to Licensee a sum of fifty (50) percent of
                  initial licensee fee received from Licensee with seven days
                  after the dated on 31st of January, 2003; or

         (f)      if Soft-World loses its ownership or control stipulated in
                  Section 3.5.

14.4     Upon the effective date of such termination, all rights granted to
         Licensee hereunder shall immediately cease and shall revert to
         Licensor, and Licensee shall immediately cease servicing of the Game
         and return to Licensor any and all softwares, Technical Documents and
         other materials or information provided by Licensor to Licensee under
         this Agreement.

14.5     No termination of this Agreement shall affect the Parties' rights or
         obligations that were incurred prior to the termination. The expiration
         or termination of this Agreement shall not affect the effectiveness of
         Articles 7, 10, 11, 12, 14.4 and 16 which shall survive the expiration
         or termination of this Agreement.

                                   ARTICLE 15
                                  FORCE MAJEURE

15.1     Notwithstanding anything in this Agreement to the contrary, no default,
         delay or failure to perform on the part of either Party shall be
         considered a breach of this Agreement if such default, delay or failure
         to perform is shown to be due entirely to causes beyond the reasonable
         control of the Party charged with such default, delay or failure,
         including, without limitation, causes such as strikes, lockouts or
         other labor disputes, riots, civil disturbances, actions or inactions
         of governmental authorities or suppliers, epidemics, war, embargoes,
         severe weather, fire, earthquake, acts of God or the public enemy.

15.2     If the default, delay or failure to perform as set forth above in
         Section 15.1 exceeds [thirty (30)] days from the initial occurrence, a
         Party who is not affected from such force majeure event shall have the
         right to terminate this Agreement with a written notice to the other
         Party.

                                   ARTICLE 16
                                    GUARANTEE

16.1     In consideration of the License granted by Licensor to Licensee under
         this Agreement, Softworld hereby irrevocably and unconditionally
         guarantees all of the performance and activities of Licensee under or
         in relation to this Agreement and Softworld shall be jointly and
         severally responsible to Licensor for all the obligations of Licensee
         and its performance, non-performance and any other activity under this
         Agreement.

16.2     Any notice given in accordance with this Agreement from Licensor to
         Licensee shall be deemed to be given and delivered to Softworld and the
         Service Company.

16.3     Licensee and Soft-world irrevocably and unconditionally guarantee the
         due

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<PAGE>

         performance and observance by the Service Company of the terms of this
         Agreement and the Sublicense Agreement, and Licensee and Soft-world
         shall be jointly and severally responsible to Licensor for the
         performance or failure of performance by the Service Company of the
         terms of this Agreement and the Sublicense Agreement, and any other
         activities performed by the Service Company in relation to this
         Agreement or the Sublicense Agreement.

                                   ARTICLE 17
                               GENERAL PROVISIONS

17.1     Neither Party's rights, duties or responsibilities under this Agreement
         may be assigned, delegated or otherwise transferred in any manner,
         without prior written consent of the other Party.

17.2     It is understood and agreed by the Parties that this Agreement does not
         create a fiduciary relationship between them, that Licensee shall be an
         independent contractor, and that nothing in this Agreement is intended
         to constitute either Party an agent, legal representative, subsidiary,
         joint venturer, employee or servant of the other for any purpose
         whatsoever.

17.3     If any kind of notices, consents, approvals, or waivers are to be given
         hereunder, such notices, consents, approvals or waivers shall be in
         writing, shall be properly addressed to the Party to whom such notice,
         consent, approval or waiver is directed, and shall be either hand
         delivered to such Party or sent by certified mail, return receipt
         requested, or sent by Fed, Ex, DHL or comparable international courier
         service, or by telephone, facsimile or electronic mail (in either case
         with written confirmation in any of the other accepted forms of notice)
         to the following addresses or such addresses as may be furnished by the
         respective Parties from time to time:

                    If to Licensor.
                    Attention:  Hyunduck Na
                    6th Fl. Shingu Bldg., 620-2, Shinsa-Dong, Kangnam-Ku, Seoul,
                    135-894, Korea
                    Fax: +82-2-3442-7097

                    If to Licensee
                    Attention: Mr. Yu-shun
                    13th Fl., No. 1-16, Kuo-Chien Road, Chien-Chen District,
                    Kaohsiung 806, Taiwan
                    Fax: +886 7 8151020

17.4     No course of dealing or delay by a Party in exercising any right,
         power, or remedy under this Agreement shall operate as a waiver of any
         such right, power or remedy except as expressly manifested in writing
         by the Party waiving such right, power or remedy, nor shall the waiver
         by a Party of any breach by the other Party of any covenant, agreement
         or provision contained in this Agreement be construed as a waiver of
         the covenant, agreement or provision itself or any subsequent breach by
         the other Party of that or any other covenant, agreement or provision
         contained in this Agreement.

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<PAGE>

17.5     This Agreement, including all exhibits, addenda and schedules
         referenced herein and attached hereto, constitutes the entire agreement
         between the Parties hereto pertaining to the subject matters hereto and
         supersedes all negotiations, preliminary agreements, and all prior and
         contemporaneous discussions and understandings of the Parties in
         connection with the subject matters hereof.

17.6     This Agreement shall be written in English and all disputes on the
         meaning of this Agreement shall be resolved in accordance with English
         version of this Agreement.

17.7     This Agreement may be amended only upon the execution of a written
         agreement between Licensor and Licensee which makes specific reference
         to this Agreement.

17.8     This Agreement shall be governed by and construed in accordance with
         the laws of Korea.

17.9     Any controversy or claim arising out of or in relation to this
         Agreement shall be finally settled by arbitration in Korea. The
         arbitration shall be conducted before three arbitrators in accordance
         with the Rules of Arbitration and Conciliation of the International
         Chamber of Commerce then in effect. The Parties shall be bound by the
         award rendered by the arbitrators and judgement thereon may be entered
         in any court of competent jurisdiction. Any award rendered by the
         arbitrators shall be final, and the Parties shall not have any right of
         appeal.

17.10    If any section, subsection or other provision of this Agreement or the
         application of such section, subsection or provision, is held invalid,
         then the remainder of the Agreement, and the application of such
         section, subsection or provision to persons or circumstances other than
         those with respect to which it is held invalid shall not be affected
         thereby.

IN WITNESS WHEREOF, the Parties have executed this Agreement the day and year
first above-written.

GRAVITY CORPORATION,

By:______________________________
Name: Jung-Ryool Kim
Title: Chairman
Date :

                                       15
<PAGE>

VALUE CENTRAL CORPORATION,

By:______________________________
Name: Yu-Shu Hung
Title: CEO
Date :

SOFT-WORLD INTERNATIONAL CORPORATION.

By:______________________________
Name: Mr. Chin - Po  Wang
Title: President
Date :

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