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                                                                   EXHIBIT 10.25


                               EXCLUSIVE RAGNAROK
                       LICENSE AND DISTRIBUTION AGREEMENT

THIS LICENSE AND DISTRIBUTION AGREEMENT (this "Agreement") is made and entered
into on this 16th day of July, 2004, by and between GRAVITY CORPORATION,
(Licensor) a corporation duly organised and existing under the laws of the
Republic of Korea ("Korea") and having its offices at 4th Fl. Shingu Bldg.,
620-2, Shinsa-Dong, Kangnam-Ku, Seoul, 135-894, Korea ("Licensor"), and
Ongamenet PTY LTD., a corporation duly organized and existing under the laws of
Australia, and having its offices at 36 Culloden Marsfield, NSW 2122 Australia
(Licensee).

                                    RECITALS:

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

WHEREAS, Licensee desires to enter into an exclusive license agreement with
Licensor pursuant to which Licensee will distribute and market the Game in the
territories specified below; and

WHEREAS, Licensor desires to grant such license to Licensee under the mutual
terms and conditions herein below specified.

                                    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      "Agreement" shall mean this License and Distribution Agreement, and all
         annexes, amendments and supplements hereto.

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 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.

1.3      "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.


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

1.7      "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.

1.8      "Local Language" shall mean English and/or local dialects used in the
         Territory.

1.9      "Local Version" shall mean the Game provided in the Local Language.

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

1.11     "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.

1.12     "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.

1.13     "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.

1.14     "Territory" shall mean Australia and New Zealand.

                                    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 subject, however, to the prior written approval of Licensor
         of the identity of the sub-licensee. Licensor's approval shall not be
         required for the terms of the sublicense agreement between Licensee and
         Sub-licensee.

2.2      The service, use, promotion, distribution and marketing of the Game by
         Licensee under this Agreement shall be made in English using English
         Version in the Territory. Licensor shall provide Licensee with the game
         script and 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.


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2.3      Licensee shall provide services of the Game only by the IBM PC on-line
         method (excluding mobile access) using the Servers. However, in
         consideration of the current level of development of information
         technology in the Territory, which primarily operates on a narrow-band
         basis, Licensee shall be allowed to manufacture, distribute and sell
         the Game in a compact disk ("CD") format.

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, however, that if
         a change in any of such Titles is required 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. However,
         Licensor will grant to Licensee the right of first negotiation for
         sixty (60) days to produce and/or sell and distribute in the Territory
         merchandise relating to the Game, including, but not limited to,
         character dolls, reproductions of the characters in collaterals, and
         such other merchandising accessories, under a separate merchandising
         agreement. Such right of first negotiation shall include the right of
         Licensee to match any written offer received by Licensor from any third
         party. Licensee shall also have the right of first negotiation for
         thirty (30) days to acquire the rights to all new game titles of
         Licensor from the date when such new game is available in the Territory
         or the date that Licensor gives Licensee written notice, whichever date
         is later. Also included is the right of Licensee to match any offer
         received by Licensor from any party. If Licensee fails to exercise such
         right, Licensor may grant the license for a new game title to the
         offering party, provided the terms of such license shall not be more
         favourable than those offered and rejected by the Licensee, and
         provided further that Licensor shall grant such license to the offering
         party no later than 30 days from expiration of Licensee's right of
         first negotiation. If the offering party renews its offer beyond this
         30 day period, then Licensee shall again be immediately notified by
         Licensor and the Licensee's right of first negotiation shall again come
         into effect.

         Licensor shall notify licensee in writing within seven (7) days upon
         receipt of an offer from any party relating to merchandise or new games
         as described above.


                                    ARTICLE 3
                                DELIVERY OF GAME

3.1      Subject to the terms and conditions of this Agreement, Licensor shall
         provide Licensee with its full assistance and cooperation, including
         preparation of the Local Language Version and providing technical
         assistance, in order to enable a launch of the beta service and
         commercial service of the Game in the Territory.

3.2      Licensor shall deliver the Local Language Version of the Game to the
         Licensee at its servers in Australia for testing, not later than Forty
         Five (45) days from the date of execution of this Agreement. The closed
         beta test of the Game shall commence not later than 15 days from
         initial acceptance of the Local Language Version by the Licensee.
         Licensee shall launch the open beta test of the Game in the territory
         within One Hundred Twenty (120) days from the date of execution of this
         agreement, and commercial service of the Game in the Territory within
         One hundred Eighty (180)


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         days from the date of execution of this agreement, however, that all
         defects and bugs detected in the Game during the beta service are
         corrected or rectified by Licensor. 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 3.2. The
         above target dates for launching the services of the Game may be
         changed by mutual agreement between the Parties.

3.3      Once Licensee receives the English 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 in or modifications that have to be made to the Delivery
         Materials within forty five (45) days after receipt thereof.

         Licensee's failure to so inform within the designated period shall be
         regarded as acceptance by Licensee of the Delivery Materials, 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. Upon the written request of Licensee and
         written Licensor's approval thereon, Licensee shall provide the
         translated transcript of the Game into the Local Language and Licensor
         shall prepare Local Version by incorporating such translation into the
         Game. Licensee shall guarantee the accuracy of such translation in the
         Local Version and all of the rights in or related to Local Version
         shall be exclusively owned by Licensor. Licensee hereby assigns all of
         its right on the translation to Licensor and promises not to claim any
         right or reimbursement on the translation or Local Version in any case.
         It is understood however that any defects in the game that appear after
         said forty five (45) day period shall continue to be rectified by
         Licensor.

3.4      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.


                                    ARTICLE 4
                              TECHNICAL ASSISTANCE

4.1      During the term of this Agreement, Licensor shall provide Licensee free
         of charge with the technical assistance, and technical support and
         maintenance needed and requested by Licensee to enable the latter to
         provide and maintain high-quality service for the Game, including, but
         not limited to software installation and set-up, maintenance support,
         patch updates in connection with the Game and the localization of the
         Game into the English Version, training Licensee's technical personnel
         in respect of the maintenance and operation of the Game provided that,
         any and all expenses actually incurred by any engineers dispatched by
         Licensor to perform the above technical assistance in this Section 4.1,
         including, without limitation, economy or business class airfare ,
         lodging, food and other general living expenses incurred during their
         stay at Licensee's premises, shall be borne by Licensee. The Parties
         shall agree in writing on the budget for the aforesaid expenses prior
         to Licensor's incurring the same.

4.2      Within twenty-four (24) hours of Licensee's request for technical
         assistance, technical support or maintenance, Licensor shall confirm
         such request and give Licensee a written notice setting out the
         particulars and the schedule(s) of the technical assistance, technical
         support or maintenance to be provided.

4.3      Licensor shall, upon the request of Licensee, dispatch its engineers to
         Licensee for


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         the installation of Servers and training of Licensee's personnel. The
         total period for such technical assistance excluding the travelling
         time shall not exceed ten (10) man days [based on eight (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 the said 10 man-day period, the salaries of Licensor's engineers
         for the dispatched period shall be reimbursed by Licensee to Licensor.
         All the expenses incurred by the engineers of Licensor for economy
         class airfare, lodging and food and other general living expenses
         during their stay for the period of technical assistance shall be borne
         by Licensee provided that, the same are within the budget as agreed
         upon by the Parties under Section 4.1.

4.4      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 three (3) persons at one time and the total period of
         training shall not exceed seven (7) man-days [based on eight (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.

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

4.6.1    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.

4.6.2    Both parties agree to cooperate fully and in good faith in all
         technical matters relating to the operation of the Game, in order to
         maintain good service to the Users.

4.7      Licensee agrees to pay the following expenses to Licensor on dispatch
         of technical supporting personnel by Licensor

         -    Daily Allowance to be paid to the personnel in Local Office, and
              Daily Allowance being be no less than 60 Australian Dollars per
              day

         -    Accommodation for 2 Staffs

         -    Commuting Cost for the personnel from the airport to the office

         -    Economic Round-Trip fair for the staffs in case of Must-Travelling
              to Korea

         -    Basic Salaries of the Staffs upon Licensors Invoice to be issued

         -    Mobile Phones and Telephone Call Expenses

         -    The terms of stay for the staffs shall prevail until RAGNAROK's
              commercial service is complete


                                    ARTICLE 5
                                     PAYMENT

5.1      In consideration of the License and technical assistance granted under
         this Agreement, Licensee shall pay the following amounts to Licensor:

(A)      INITIAL PAYMENT

         Licensee shall pay to Licensor a sum of Two Hundred Five Thousand
         United States


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         Dollars (USD 250,000.00) ("Initial Payment") upon the schedule below:

         -    within seven (7) days of executing the agreement: One Hundred
              Thousand US Dollars (USD100,000.00)


         -    within seven (7) days of commencing the open beta test: Fifty
              Thousand US Dollars (USD50,000.00)

         -    within Thirty (30) days of commencing the commercial service: One
              Hundred Thousand US Dollars (USD100,000.00)


         The Initial Payment, whether in part or in whole, shall not be refunded
         to (or recouped by) Licensee, except in circumstances where the
         commercial service pursuant to Section 3.2 fails to commence. Under
         such circumstances, Licensee shall have the right to demand a refund of
         the last payment amount of the Initial Payment in whole or in part,
         whether or not such failure is attributable to any acts or omissions of
         the Licensor.

         (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 5.3 below, the
         Royalty shall be paid on a monthly basis within twenty (20) days of the
         end of the applicable month. Payment shall be deemed made upon
         presentation by Licensee whether in fax or any other means the
         remittance confirmation or notice to Licensor. In any case, unless
         Licensor actually receives the remitted amount, the payment shall not
         be deemed to be paid. 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. For avoidance of any doubts, the Royalty
         shall be calculated in accordance with the following formula: A = (B-C)
         x 30%, where A is the Royalty, B is the Sales-Service Amount, and C is
         a value added tax amount which shall equal eight percent (8%) or less
         of the Service-Sales Amount.


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

5.3      In the event any payment is delayed by Licensee under this Agreement, a
         default interest at a rate of [18]% per annum ("Default Interest")
         shall apply. For the avoidance of doubt, Licensor's entitlement to such
         Default Interest pursuant to this Section 5.4 shall not affect any of
         the other rights of Licensor under this Agreement.

5.4      Licensee shall pay the Royalties in strict compliance with the due date
         set forth in Section 5.1(b) above.

5.5      Any and all taxes including the sales tax and income tax on any payment
         to Licensor under this Agreement shall be borne by Licensee except for
         value added tax with the maximum rate of 8%, provided, however, if any
         government in the Territory requires


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         Licensee to withhold the income or other tax on the payment to
         Licensor, Licensee is allowed to withhold such tax up to fifteen
         percent (15%) from such payments only if Licensor is entitled to
         receive such payments as a tax credit under the relevant laws of Korea
         or any existing tax treaty between the respective countries of
         operation of Licensor and Licensee. 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 the aforesaid
         limit shall be borne by Licensee, and Licensee shall not deduct such
         withheld amount from the actual payment amount.


                                    ARTICLE 6
                                 REPORT & AUDIT

6.1      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.

6.2      Licensee shall provide Licensor with a monthly report (the "Monthly
         Report") within twenty (20) days of 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, the total Service-Sales Amounts for the pertinent month,
         advertising activities and the expenses therefore, complaints received
         from End Users and market trends in the Territory.

6.3      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.

6.4      During the term of this Agreement and One (1) year after the expiration
         or termination thereof, Licensor may by itself or through an accountant
         designated by Licensor investigate and audit the accounting 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 one
         percent (1%) of the annual 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 a per annum
         default interest thereon equivalent to eighteen (18%) percent thereof.
         [In the event of Licensee's understatement of the Royalty amount
         without any justifiable reasons, Licensor shall be entitled to
         terminate this Agreement pursuant to Section 13.3(b) below.


                                    ARTICLE 7
                             ADVERTISING & PROMOTION

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


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7.2      Licensor will provide Licensee with samples of the marketing and
         promotional materials for the Game that have been or will be produced
         and used by Licensor during the term of this Agreement. Licensee shall
         pattern all its advertising, marketing and promotional materials for
         the Game in the Territory after the samples furnished to Licensee by
         Licensor, and Licensee shall provide Licensor with samples of the
         advertising, marketing and promotional materials for the Game produced
         by Licensee no later than seven (7) days after launching them. Within
         seven (7) days from receipt by Licensor of samples of Licensee's
         advertising, marketing and promotional materials, Licensor shall notify
         Licensee in writing of Licensor's approval or disapproval thereof, or
         of any changes that Licensor may require Licensee to make thereto.
         Licensor's failure to respond within the said period of seven (7) days
         after receipt of such samples of advertising material shall be deemed
         as approval of such advertising materials.

7.3      The ownership of and the copyright in the marketing and advertising
         materials produced or used by Licensee on the Game ("Advertising
         Materials") shall remain exclusively with Licensor, and Licensee shall
         not use the Advertising Materials for any purpose other than the
         promotion, marketing and advertising of the Game permitted under this
         Agreement.

7.4      Licensee may provide End Users with such number of free points and free
         accounts as may be reasonably necessary, in Licensee's opinion, for the
         purposes of the promotion, operation and advertisement of the Game only
         with prior written approval from Licensor. 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 6.2. Licensor's approval shall not be
         unreasonably withheld.


                                    ARTICLE 8
                          OTHER OBLIGATIONS OF LICENSEE

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

8.2      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 or obligated to provide any of such
         activities unless stipulated otherwise in this Agreement.

8.3      Licensee shall provide full and comprehensive technical support to End
         Users to assist them 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.

8.4      Licensee shall provide its best efforts to protect the Intellectual
         Property rights of Licensor and shall assist Licensor to procure
         appropriate legal and administrative measures against any and all
         activities by third parties infringing the Game or any of the
         Intellectual Property rights of Licensor on or in relation to the Game,
         including without limitation to, manufacture or sales of counterfeiting
         CDs, manuals, workbooks or other products. Any and all expenses
         incurred by Licensee in activities described in this section 8.4 shall
         be for the account of the Licensor and the Licensor shall reimburse
         Licensee within seven working days upon presentment of requests for
         reimbursement.


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8.5      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.

8.6      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
         price policies relating to the Game, and other important policies.

8.7      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 in the Territory.

8.8      Upon prior arrangement of the Parties, Licensee shall provide Licensor
         with suitable office space and office supplies in Licensee's office for
         the auditing activities of Licensor. Access to such office space shall
         be limited only to persons designated by Licensor. All expenses
         incurred by Licensor's employees dispatched to Licensee's offices for
         transportation, postage, telecommunications, lodging, food and other
         general living expenses, and the salaries for such employees during
         their stay at such offices shall be borne and paid by Licensor.


                                    ARTICLE 9
                 TECHNICAL INFORMATION AND INTELLECTUAL PROPERTY

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

9.2      Licensor hereby represents and warrants that Licensor is the legal
         owner of the Technical Information and Intellectual Property; that it
         has a legal and valid right to grant the rights and License 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. Licensor shall take all reasonable action, legal
         or otherwise, under the circumstances to prevent and/or halt any
         threatened or actual infringement or violation of Intellectual Property
         rights by third parties in the Territory, or to address and answer any
         third party claims or demands in respect of the Intellectual Property
         rights, so as to ensure that Licensee may continue to service, market,
         distribute and use the Game in the Territory in the manner contemplated
         under this Agreement.

9.3      Trademark - Licensee shall use the trademarks designated by Licensor in
         advance with respect to the Game, which it may distribute and/or sell
         under the terms and conditions of this Agreement. Licensee shall not
         use any other trademark nor shall it change, modify, or supplement such
         trademarks in any manner with respect to the manufacture and sale of
         the Game without written approval of Licensor.

9.4      Licensor further guarantees and warrants to Licensee that the Game and
         the corresponding Technical Information and accompanying Intellectual
         Property:

         a)   do not violate any Intellectual Property rights of any third party
              or any rights of publicity or privacy in Korea;


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         b)   do not violate any law, statute, ordinance or regulation
              (including without limitation the laws and regulations governing
              export control, unfair competition, anti-discrimination or false
              advertising) of Korea or any other country; and

         c)   do not contain any obscene, child pornographic or indecent
              contents.

9.5      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 the breach by
         Licensor of its express warranties given herein 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.

9.6      It is understood that by the grant of the License to Licensee, Licensor
         undertakes to accord to Licensee all rights and privileges normally
         accorded and granted by Licensor to all other entities to which a
         similar license for the Game has or will be granted by Licensor.
         Licensor warrants there is no outstanding contract, commitment or
         agreement to which it is a party, or legal impediment, prohibition or
         restriction of any kind known to Licensor, which conflicts with this
         Agreement or might limit, restrict or impair the rights granted to
         Licensee hereunder.


                                   ARTICLE 10
                             LIMITATION OF LIABILITY

10.1     Except as may be otherwise provided for herein, Licensor makes no
         warranties, express or implied, concerning the Game including but not
         limited to its merchantability or salability in the Territory.

10.2     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.

10.3     The aggregate liability of either Party 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 six (6) months.


                                   ARTICLE 11
                                 CONFIDENTIALITY

11.1     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 have a 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.

11.2     In the event that any Confidential Information, including but not
         limited to the source


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<PAGE>

         codes of the Game, Technical Information and financial information, is
         disclosed or divulged to any third party who is not authorized to have
         access to or obtain such Confidential Information under this Agreement,
         the Parties shall cooperate with each other and exert their best
         efforts to protect or restore such Confidential Information from such
         unauthorized disclosure or divulgement. If such disclosure or
         divulgement of the Confidential Information was made due to the
         receiving Party's gross negligence or bad faith, the receiving Party
         shall be responsible for all of the damages incurred by the disclosing
         Party, including but not limited to any attorneys' fees incurred by the
         disclosing Party in order to protect its rights under this Article 11.


11.3     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 is not under
              any confidentiality obligation to the disclosing Party 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 12
                                      TERM

12.1     This Agreement shall become effective on the execution date of this
         Agreement and shall remain in effect for a period of two (2) years
         counted from the Commercial Service Date, unless sooner terminated in
         accordance herewith.

12.2     Provided that Licensee is in due performance of this Agreement,
         Licensee shall have an option to renew the term of this Agreement for
         an additional term of one (1) year ("Renewed Term") under the same
         terms and conditions hereof. At the expiration of the Renewed Term,
         Licensee shall also have the further option to extend the term of this
         Agreement on an on-going, yearly basis for an additional term of one
         (1) year (the "Extended Term") under the same terms and conditions
         provided for herein. Licensee shall exercise the aforesaid options to
         renew at least six (6) months prior to the expiration of the original
         term of this Agreement or the Renewed Term, as the case may be.


                                   ARTICLE 13
                                   TERMINATION


                                       11
<PAGE>

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

13.2     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 13.3 below.

13.3     Notwithstanding Section 13.2 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 5.1(b)
              above is not paid by Licensee within twenty (20) days after
              receiving written notice from Licensor for late payment;

         (b)  in the event of a willful, gross understatement by Licensee of the
              Royalty payments due Licensor without any justifiable reasons, as
              defined in Section 6.4 above;

         (c)  if the beta service of the Game is not launched in the Territory
              within the period set forth in Section 3.2, unless such failure
              has been caused by Licensor or is due to force majeure event as
              set forth in Article 14;

         (d)  if the commercial service of the Game is not launched in the
              Territory within the period set forth in Section 3.2, unless such
              failure has been caused by Licensor or is due to force majeure
              event as set forth in Article 14; or

         (e)  if the service of the Game in the Territory is stopped, suspended,
              discontinued or disrupted for more than thirty (30) consecutive
              days during the term of this Agreement due to causes attributable
              to Licensee.;

13.4     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 software, technical documents and
         other materials or information provided by Licensor to Licensee under
         this Agreement, and shall destroy any and all copies of such software,
         technical documents, materials or information. Furthermore, Licensee
         shall provide and deliver to Licensor any and all such information and
         documents related to the Game, including but not limited to database
         related to the Game and information and/or data source about the Game
         users, as may be requested by Licensee.

13.5     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 6, 9, 10, 11, and 13.4, which shall survive the expiration or
         termination of this Agreement.


                                       12
<PAGE>

                                   ARTICLE 14
                                  FORCE MAJEURE

14.1     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 occurring without the
         fault of or beyond the reasonable control of the Party charged with
         such default, delay or failure, including, without limitation, causes
         such as strikes, lockouts or other labour disputes, riots, civil
         disturbances, actions or inactions of governmental authorities or
         suppliers, electrical power supply outage, a failure or breakdown in
         the services of internet service providers, epidemics, war, embargoes,
         severe weather, fire, earthquake and other natural calamities or, acts
         of God or the public enemy. Force majeure shall include actions taken
         by the Australian government or agencies thereof, which restrict the
         ability of Licensee to remit payments to Licensor under this agreement,
         or failure of the Australian government or agencies thereof to approve
         such payments.

14.2     If the default, delay or failure to perform as set forth above in
         Section 14.1 exceeds one hundred eighty (180) days from the initial
         occurrence, a Party who is not affected by such force majeure event
         shall have the right to terminate this Agreement with a written notice
         to the other Party.


                                   ARTICLE 15
                               GENERAL PROVISIONS

15.1     Licensee may not assign, delegate or otherwise transfer in any manner
         any of its rights, obligations and responsibilities under this
         Agreement, without prior written consent of Licensor. Such prior
         written consent of Licensor, however, shall not be necessary if the
         assignment or transfer is made to a corporation or other entity in
         which Licensee holds at least 51% of the stockholders equity or has
         management control (defined as the right to appoint the chief executive
         officer of the corporation).

         If the Licensee assigns this Agreement without the prior written
         consent of the Licensor, the Licensee shall continue to be liable for
         the performance by the Assignee of its obligations to Licensor under
         this Agreement.

         Licensor may, with prior written notice to Licensee, assign, delegate
         or otherwise transfer all or any part of its rights, obligations and
         responsibilities under this Agreement to a third party designated by
         Licensor, provided that such third-party transferee shall execute an
         undertaking in favour of Licensee to respect this Agreement in its
         entirety.

15.2     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.

15.3     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


                                       13
<PAGE>

         receipt requested, or sent by FedEx, 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:  Mr. Andrew Sohn
                  4th Fl. Shingu Bldg., 620-2, Shinsa-Dong, Kangnam-Ku, Seoul,
                  135894, Korea
                  Fax: +82-2-3442-7097

                  If to Licensee
                  Attention: Mr. Cho Young-Kyu
                  Fax:


15.4     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.

15.5     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 matter hereof, and
         supersedes all negotiations, preliminary agreements, and all prior and
         contemporaneous discussions and understandings of the Parties in
         connection with the subject matter hereof.

15.6     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.

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

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

15.9     Any controversy or claim arising out of or in relation to this
         Agreement shall be finally settled through the proper courts in Korea.

15.10    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.


                                       14
<PAGE>


IN WITNESS WHEREOF, the Parties have executed this Agreement on the date first
above-written.


GRAVITY CORPORATION,


By:    /s/ Jung Ryool Kim
       ---------------------------
Name:  Jung-Ryool Kim
Title: Chairman
Date:  July 16th 2004





ONGAMENET PTY LTD.

By:    /s/ Seo, Sang-Beom
       ---------------------------
Name:  Seo, Sang-Beom
Title: CEO, President
Date:  July 16th 2004


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