<PAGE>

                                                                   EXHIBIT 10.13


                                    RAGNAROK
                  EXCLUSIVE LICENSE AND DISTRIBUTION AGREEMENT

THIS LICENSE AND DISTRIBUTION AGREEMENT (this "Agreement"), is made and entered
into on this 20th day of May, 2002, by and between GRAVITY CORPORATION, a
corporation duly organised and existing under the laws of the Republic of Korea
("Korea") and having its offices at 6th Fl. Shingu Bldg., 620-2, Shinsa-Dong,
Kangnam-Ku, Seoul, 135-894, Korea ("Licensor"), and SOFT-WORLD INTERNATIONAL
CORPORATION, a corporation duly organised and existing under the laws of Taiwan,
R.O.C. ("Taiwan") and having its offices at 13th Fl., No. 1-16, Kuo-Chien Road,
Chien-Chen District, Kaohsiung 806, Taiwan ("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, Licensee desires to enter into an exclusive license agreement with
Licensor pursuant to which Licensee will distribute, market and sublicense
the"Game" in a certain territory hereinafter designated; and

WHEREAS, Licensor has the right to grant a license to use Technical Information
(or Industrial Property Rights) in connection with the Game and desires to grant
such license to Licensee.

                                    AGREEMENT

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

                                   ARTICLE 1.
                                  DEFINITIONS

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

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

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


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

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

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

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

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

1.8      "Service Company" ("A" Company) shall mean the company which will be
         established by Licensee after the execution of this Agreement with no
         less than 62.5% investment by Licensee and which will be in charge of
         the sale, distribution, promotion and marketing of the Game to all
         wholesalers and also providing an accurate figure of the Service-Sales
         Amount being calculated in its Billing System. .

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

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

1.11     "Territory" shall mean Taiwan R.O.C. and Hong Kong. The Territory can
         be extended only upon the mutual agreement in writing by the Parties.

1.12     "Wholesaler-Discounts" shall mean the discount which will be offered by
         the Service Company to all wholesalers who run sales market; provided,
         however, that the if the payment by End Users is made by prepared card,
         Wholesaler-Discounts granted to any wholesaler shall not exceed thirty
         percent (30%) of the prepaid card amount, and if the payment by End
         Users is not made by prepaid card, Wholesaler Discounts shall not
         exceed fifteen percent (15%) of the amount of payment charged to End
         Users.


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                                   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 the End Users and to use the
          Technical Information for such purpose within the Territory. Upon the
          establishment of the Service Company, Licensee may sublicense its
          rights under this Agreement to the Service Company, provided, however,
          that Licensee shall remain fully responsible to Licensor for all of
          the activities and performances by the Service Company. The sublicense
          agreement between Licensee and the Service Company shall be in
          accordance with the terms and conditions of this Agreement and shall
          also provide all necessary measures to protect Licensor as a third
          party beneficiary under such sublicense agreement. Copies of all of
          the agreements between Licensee and the Service Company in relation to
          sale, distribution, promotion or marketing of the Game shall be
          provided to Licensor promptly after the execution thereof.

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

2.3       The service of the Game by Licensee shall be made only through the
          on-line method (excluding mobile access) using the Servers. With the
          prior written approval of Licensor, Licensee may manufacture and
          distribute the Game in CDs in the form of (i) independent CD products
          with a price no higher than Thirty Nine (39) NTD or (ii) a free CD
          bundled with game magazines. The detailed terms and conditions for
          Licensee's manufacture and distribution of the Game in CDs, including
          the terms of Licensee's payment to Licensor, shall be determined upon
          the mutual agreement of the Parties. Without prior written approval
          from Licensor, Licensee shall not manufacture, sell or distribute the
          Game in any other form.

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


                                    ARTICLE 3
                                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 Chinese Version and providing technical assistance
         necessary for Licensee to launch its commercial service of the Game in
         the Territory no later than the end of July 2002.

3.2      Once Licensee receives the Chinese 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 [60] days after receipt


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         thereof. Licensee's failure to inform within the designated period
         shall be regarded as acceptance by Licensee, and any revision and
         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.

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


                                    ARTICLE 4
                              TECHNICAL ASSISTANCE

4.1      Licensor shall, upon the request of Licensee, dispatch its engineers to
         Licensee for installation of Servers and training of Licensee's
         personnel. The total period for such technical assistance excluding the
         travelling time shall not exceed [10] man days (based on 8 hours of
         work per engineer per day), and any further assistance through dispatch
         of Licensor's engineers shall be determined by the mutual agreement of
         the Parties. After the initial dispatch by Licensor of its engineers
         for [10 man-day period], the salaries of Licensor's engineers for the
         dispatched period and all the expenses incurred by such engineers 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.

4.2      During the term of this Agreement, Licensor shall receive Licensee's
         personnel in its office in Korea for training with respect to
         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.

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

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


                                    ARTICLE 5
                                     PAYMENT

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

         (a) OVERSEAS CONSULTING CHARGE

         Licensee shall pay to Licensor a sum of Two Hundred Fifty Thousand US
         Dollars (US$ 250,000) ("Overseas Consulting Charge") within thirty (30)
         days after the


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         execution of this Agreement. No part of the Overseas Consulting Charge
         shall be refunded to or recouped by Licensee for any reason.

         (b) ROYALTY

         In addition to the Overseas Consulting Charge, as a consideration for
         the license granted under this Agreement, Licensee shall pay to
         Licensor thirty percent (30%) of the Service-Sales Amount paid by the
         End Users as continuing royalties. The royalty payment shall be made on
         a monthly basis within twenty (20) days after the end of each month,
         accompanied by the detailed report on the calculation of "Service-Sales
         Amount" for the applicable month.

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

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

5.4      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 5.4 shall not affect any other right of
         Licensor under this Agreement.

5.5      Any and all taxes including the sales tax, value added tax and income
         tax on any payment to Licensor under this Agreement shall be borne by
         Licensee, provided, however, if the 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 [twenty
         percent (20%)] of the any respective payment amount. In the event that
         any amount is withheld for the tax payment under this provision,
         Licensee shall promptly inform Licensor of such payment and provide
         Licensor with a certification issued by the relevant tax office for
         such payment within seven (7) days after the date of the relevant
         royalty payment. Any withholding tax in excess of twenty percent (20%)
         of the respective payment amount 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 foregoing, Licensee shall inform Licensor promptly after its launch
         of the beta service and the commercial service of the Game.


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<PAGE>

6.2      Licensee shall provide Licensor with a monthly report (the "Monthly
         Report") in writing on its business activities in relation to the Game
         including but not limited to the list of End-Users, the prices charged
         by Licensee, sale revenue of the pertinent month, Service-Sales Amount
         of the pertinent month, advertising activities and the expenses
         therefor, complaints received from End Users and market trends in the
         Territory.

6.3      Licensee shall keep all of its record, contractual and accounting
         documents and company documents in relation to its business and
         activities under this Agreement in its offices, during the term of this
         Agreement and for two years after the expiration or termination of this
         Agreement.

6.4      During the term of this Agreement and two (2) years after the
         expiration or termination thereof, Licensor may by itself or through an
         accountant designated by Licensor investigate and audit all of the
         company documents of Licensee with respect to its Game business. For
         this purpose, Licensor may request Licensee to produce the relevant
         documents, and may visit Licensee's office and make copies of
         Licensee's documents. Licensee shall provide all assistance and
         co-operation required by Licensor for such investigation and audit. All
         expenses incurred for such investigation and audit shall be borne by
         Licensor unless such investigation and audit reveals underpayment by
         greater than 5% of the required royalty amount, in which case Licensee
         shall bear all expenses for such investigation and audit and shall also
         promptly pay to Licensor the unpaid amount together with [18%] default
         interest thereon.


                                    ARTICLE 7
                                   ADVERTISING

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

7.2     For the advertising of the Game in the Territory, Licensee agrees to
        spend no less than [Five Hundred Thousand US Dollars (US$ 500,000)] for
        the initial period of twelve months after the execution of this
        Agreement and another [Five Hundred Thousand US Dollars (US$ 500,000)]
        for the subsequent period of twelve months. Licensee shall provide
        Licensor with detailed information on Licensee's advertising activities
        every month in the Monthly Report as stipulated in Article 6.2. 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.

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


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<PAGE>



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


                                    ARTICLE 8
                          OTHER OBLIGATION OF LICENSEE

8.1      Licensee shall use 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 any of such activities unless stipulated
         otherwise in this Agreement.

8.3      Licensee shall provide full and comprehensive technical support to the
         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.

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

8.4      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.

8.5      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 defense of such claim and/or any related settlement
         negotiation; and (c) provides any reasonable assistance requested by
         Licensee in connection with such claim.


                                    ARTICLE 9
                              INTELLECTUAL PROPERTY

9.1      All of the Intellectual Property on the Game and 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.


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<PAGE>

9.2      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.

9.3      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 9.2; provided that
         Licensee (a) promptly notifies Licensor of such claim; (b) allows
         Licensor to control the defense of such claim and/or any related
         settlement negotiations; and (c) provides any reasonable assistance
         requested by Licensor in connection with such claim.


                                   ARTICLE 10
                             LIMITATION OF LIABILITY

10.1     EXCEPT FOR THE WARRANTY AND INDEMNIFICATION OBLIGATIONS SET FORTH IN
         SECTIONS 9.2 AND 9.3 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".

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

10.3     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.


                                   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 need to know for the performance of this
         Agreement. The receiving Party shall be responsible for any breach of
         this Article by its employees, consultant and advisors.


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<PAGE>

11.2     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 take 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, unless terminated earlier in accordance with this
         Agreement, shall remain in effect for a period of two (2) years from
         the date of commencement of commercial service of Chinese Version in
         the Territory.

12.2     Three (3) months prior to the expiration of the Agreement, Licensor
         shall give Licensee the first right of negotiation for re-execution of
         a license agreement for the Game for thirty (30) days. If no agreement
         is made between the Parties for renewal or re-execution of a license
         agreement during such term, Licensor may enter into a license agreement
         with any third party.


                                   ARTICLE 13
                                   TERMINATION

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)


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                  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; or

         (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 debt as it becomes due, or the creditors of the other
                  Party have taken over its management.

13.3     Licensor may terminate this Agreement immediately if any payment due to
         Licensor, including, but not limited to, the Over Seas Consulting
         Charge and the monthly royalties payable hereunder, is not paid by
         Licensee within ten (10) days after the due date for such payment.

13.4     Licensor may terminate this Agreement upon a written notice to
         Licensee, if the Beta Service of the Game is not commenced in the
         Territory by July 1, 2002, unless such failure to launch the Beta
         Service of the Game is caused solely by Licensor.

13.5     Licensor may terminate this Agreement upon a written notice to
         Licensee, if the commercial service of the Game is not commenced in the
         Territory by September 1, 2002, provided, however, that in case the
         commercial service of the Game in Korea is commenced after June 30,
         2002, Licensor may terminate this Agreement upon a written notice to
         Licensee if the commercial service of the Game is not commenced in the
         Territory within sixty (60) days after the commencement of the
         commercial service of the Game in Korea.

13.6     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.

13.7     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
         Article 6, 9, 10, 11, 13.4 and 14 which shall survive the expiration or
         termination of this Agreement.


                                   ARTICLE 14
                               GENERAL PROVISIONS

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

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


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<PAGE>

14.3     If any 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:  Kris Na (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. Alex Hung
                  13th Fl., No. 1-16, Kuo-Chien Road, Chien-Chen District,
                  Kaohsiung 806, Taiwan
                  Fax:  +886 7 8151020

14.4     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.

14.5     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.

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

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

14.8     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


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<PAGE>

         of competent jurisdiction. Any award rendered by the arbitrators shall
         be final, and the Parties shall not have any right of appeal.

14.9     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 hereto have executed this Agreement the day and
year first above-written.


GRAVITY CORPORATION



By:     /s/ Byung Gon Jung
        -----------------------------
Name:   Mr. Byung Gon Jung
Title:  CEO




SOFT-WORLD INTERNATIONAL CORPORATION


By:     /s/ Chin-Po Wang
        -----------------------------
Name:   Mr. Chin-Po Wang
Title:  President



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