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                                                                   EXHIBIT 10.18

                               EXCLUSIVE RAGNAROK
                       LICENSE AND DISTRIBUTION AGREEMENT

THIS LICENSE AND DISTRIBUTION AGREEMENT (this "Agreement"), is made and entered
into on this 12th day of MAY, 2003, 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, Kuo-Chen Road, Chien-Chen
District, Kaoshiung 806, Taiwan ("Soft-world"), 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, Soft-world is engaged in the business of sale and distribution of game
products in Taiwan, and Licensee is Soft-world's subsidiary company with 100 %
investment by Soft-world;

WHEREAS, Soft-world 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 (as defined in Article 1) calculated with its billing system in the
Territory; and

WHEREAS, Licensor desires to grant a license to the Service Company to perform
such activities 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      "Confidential Information" shall mean all materials, know-how, software
         or other

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         information including, but not limited to, proprietary information and
         materials regarding a Party's technology, products, business
         information or objectives, including the software 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.

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

1.3      "English Version" shall mean the Game provided in the English language.

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      "ID Number" shall mean an identification number assigned to each End
         User, with which such End User can access and use the network game
         service system established and operated by Licensee.

1.6      "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.

1.7      "Malay Version" shall mean the Game provided in the Malay language.

1.8      "Parties" and "Party" shall mean Licensor, Soft-World and Licensee,
         collectively and individually, respectively.

1.9      "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.

1.10     "Service Company" shall mean the company which will be established by
         Soft-World and/or Licensee after the execution of this Agreement, 100%
         of whose issued and outstanding shares will be owned or controlled by
         Soft-World 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.

1.11     "Service-Sales Amount" shall mean the total service-sales amount that
         has been paid by End Users for the Game, including the amounts paid by
         way of prepaid card, and calculated by the billing system with the
         deduction of the Wholesaler-Discounts granted under this Agreement.

1.12     "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.

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1.13     "Territory" shall mean Singapore and Malaysia.

1.14     "Wholesaler-Discounts" shall mean the discounts which are allowed by
         Licensee to wholesalers in the Game market; provided, however, that (i)
         if the payment by End Users is made by way of off-line prepaid card
         through a conventional sales channel, including but not limited to
         computer game rooms, computer stores, convenient stores,
         Wholesaler-Discounts granted to any wholesaler shall not exceed thirty
         percent (30%) of the amount of such off-line prepaid card, (ii) if the
         payment by End Users is made by way of on-line prepaid card through an
         online sales channel, including but not limited to internet home
         shopping malls, Wholesaler-Discounts granted to any wholesaler shall
         not exceed fifteen percent (15%) of the amount of such on-line prepaid
         card, and (iii) if the payment by End Users is made through neither a
         conventional sales channel nor an online sales channel, the rate of
         Wholesaler-Discounts shall be determined by mutual agreement between
         Licensor and Licensee.

                                   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 by
         Licensee under this Agreement shall be made only in the English
         language and the Malay Version both Malaysia and Singapore. 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      Licensee shall provide services of the Game only by the IBM PC on-line
         method (excluding mobile access) using the Servers. Without the prior
         written approval of Licensor, Licensee shall not manufacture,
         distribute or sell the Game in any other form or manner, including but
         not limited to a compact disk ("CD").

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 Titles 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 rights in or to the Title and New Title shall be exclusively
         owned by Licensor and Licensee shall not use any such Title or New
         Title in a manner that falls outside the scope of this Agreement
         without the prior written approval of Licensor.

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

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                                    ARTICLE 3
                                 SERVICE COMPANY

3.1      Soft-world and/or Licensee shall establish the Service Company within
         60 to 90 days after the date of execution of this Agreement. Promptly
         upon establishment of the Service Company, 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 [thirty (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 the text of this Agreement in relation to Licensee's
         obligations hereunder shall be deemed 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 Soft-world loses such
         ownership or control, the Service Company shall lose all its rights in
         relation to the Game, and in this regard, 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 the English

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         and Malay Versions and providing technical assistance, in order to
         enable a launch of the beta service and commercial service of the Game
         in the Territory.

4.2      Licensor and Licensee agree to launch the beta service of the Game in
         Singapore and Malaysia within sixty (60) days to ninety (90) days,
         respectively, from the date of execution of this Agreement, and to
         launch the commercial service of the Game in Singapore and Malaysia
         within forty five (45) days to sixty (60) days, respectively, from the
         date of launch of the beta service of the Game. The Parties agree to
         cooperate with each other and exert their best efforts to launch the
         services of the Game in accordance with the above schedule in this
         Section 4.2. The above target dates for launching the services of the
         Game may be changed by mutual agreement between the Parties.

4.3      Once Licensee receives the English Version and/or Malay Version and
         technical documents on the Game (collectively "Delivery Materials")
         from Licensor, Licensee shall perform its review and test promptly and
         inform Licensor of any defect within thirty (60) 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.

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

4.5      Any and all translation required for localization of the game shall be
         done by Licensee.

                                    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 English
         and/or Malay 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

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         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 behaviour of and activities performed by its employees
         and personnel during their stay at the other Party's facilities.

                                    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) INITIAL PAYMENT

         Licensee shall pay to Licensor a sum of Ninety Thousand United States
         Dollars (USD 90,000) ("Initial Payment") within seven (7) days after
         the launch of the commercial service of the Game in the Territory,
         whether that be in Singapore or Malaysia ("Commercial Service Date").
         None of the Initial Payment shall be refunded to or recouped by
         Licensee under any circumstances for any reason.

         (b) ROYALTY AND REPORT

         In addition to the Initial 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.

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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 Malaysia 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 among the rates
         during the period 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 of the other rights
         of Licensor under this Agreement.

6.5      Licensee shall pay the Royalties in strict compliance with the due date
         set forth in Section 6.1(b) above and may not withhold, delay, reduce
         or offset the amount or payment of Royalties payable under this
         Agreement under any circumstances. For the avoidance of doubt, Licensee
         may not so withhold, delay, reduce or offset the amount or payment of
         Royalties for reasons of errors and/or bugs in or associated with the
         Game and/or the billing system. Such withholding, delay, reduction or
         offset by Licensee shall be deemed a material breach of this Agreement
         for the purposes of Article 14.

6.6      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 any government in the Territory
         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 relevant 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 generality of the foregoing, Licensee shall inform Licensor
         promptly in the event of its launch of the beta service or 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, sales revenue for the pertinent month, advertising
         activities and the expenses therefore, complaints received from End
         Users and market trends in the Territory.

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7.3      Licensee shall keep all of its records, contractual and accounting
         documents and company documents in relation to its business and
         activities under this Agreement in its offices, during the term of this
         Agreement and for two (2) 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 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 & PROMOTION

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 Two Hundred Thousand United States Dollars (USD
         200,000) 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 no later than seven (7)
         days after lunching them and will obtain Licensor's written approval
         after or prior to Licensee's actual or 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 that falls outside the scope of this
         Agreement. For the purposes of this Section 8.4, Licensee hereby
         assigns any and all of its rights on the Advertising Materials to
         Licensor.

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8.5      Licensee may provide End Users with free points not exceeding one
         hundred fifty (150) points per End User for the purpose of promotion of
         the Game and with free accounts not exceeding eight hundred (800)
         accounts per End User for the purposes of operation and advertisement
         of the Game. The detailed information on the free points and accounts
         provided by Licensee to End Users shall be provided to Licensor on a
         monthly basis in the Monthly Report as stipulated in Section 7.2.

                                    ARTICLE 9
                          OTHER OBLIGATION OF LICENSEE

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 abide by 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      Upon Licensor's request, Licensee shall provide Licensor with an
         exclusive and separate office space and office supplies, including but
         not limited to desks and computers for use by up to four (4) persons,
         in the Service Company's main office and all branch offices thereof for
         Licensor's activities, including but not limited to co-marketing and
         auditing. Access to such office space shall be limited only to

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         persons designated by Licensor. All expenses incurred by Licensor's
         employees dispatched to such offices of the Service Company in
         connection with transportation, postage, telecommunications, lodging,
         food and other general living expenses, etc. and the salaries for such
         employees during their stay at such offices shall be borne and paid by
         Licensor.

                                   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 defence 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 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 Commercial Service Date.

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 the
         license agreement if there have been no critical defects during the
         initial two years term. If no agreement in writing is made between the
         Parties for renewal or re-execution of a license agreement during such
         period, this Agreement shall expire without any further extension or
         renewal.

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                                   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 fifteen (15) days after
                  receiving written notice from Licensor for late payment;

         (b)      if the Service-Sales Amounts are not correctly calculated
                  and/or reported as set forth in Section 7.5;

         (c)      if the beta service of the Game is not launched in the
                  Territory within the periods set forth in Section 4.1 unless
                  such failure has been caused by Licensor;

         (d)      if the commercial service of the Game is not launched in the
                  Territory within the periods set forth in Section 4.1 unless
                  such failure has been caused by Licensor;

         (e)      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;

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

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<PAGE>

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, Soft-world hereby irrevocably and unconditionally
         guarantees the due performance by Licensee of the terms of this
         Agreement and Soft-world shall be jointly and severally responsible to
         Licensor for the performance of all of the obligations of Licensee and
         any other performance, non-performance and other activity performed by
         Licensee 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 Soft-world and
         the Service Company.

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

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                                   ARTICLE 17
                               GENERAL PROVISIONS

17.1     Neither Party's rights, duties nor 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 venture, 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 Hung
                  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.

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

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<PAGE>

         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 :

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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