EX-4.55 SECOND AMENDMENT TO THE EXCLUSIVE RAGNAROK







Exhibit 4.55




Second Amendment

To The Exclusive Ragnarok Online License and Distribution Agreement



This AMENDMENT (“Amendment”) is made and entered into on this 1st day of January, 2008
by and between Gravity Co., Ltd (hereinafter referred to as “Licensor”) and Gravity Interactive,
Inc. (hereinafter referred to as “Licensee”).




RECITALS:



WHEREAS, Licensor and Licensee (“Parties” collectively) entered into an Exclusive Ragnarok Online
License and Distribution Agreement (“The Agreement”), dated January 1st, 2006.




WHEREAS, both Parties to the Agreement now desire to amend the Agreement as set forth below;




AGREEMENT



NOW; THEREFORE, in consideration of the mutual promises and covenants contained herein, Licensor
and Licensee agree as follows:





	1.	 	Term Extension of the Agreement
	 
	 	 	Parties agreed to extend the Agreement for One (1) year (“First Renewed Term”) from the
expiration date with conditions stated below in this Amendment. The newly extended term of the
Agreement shall be from January 1st, 2008 to December 31st, 2008.
	 
	2.	 	Royalty
	 
	 	 	The Article 6.1 in the Agreement shall be deleted in its entirety, and replaced with the
following language:






	 	6.1	 	In consideration of the License and technical assistance granted under this
Agreement, Licensee shall pay to Licensor a monthly royalty twenty-five percent (25%)
of the Service-Sales Amount paid by End Users (Royalty). The Royalty shall be paid on a
monthly basis within thirty (30) 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.






	3.	 	Territory
	 
	 	 	The Article 1.12 of The Agreement shall be amended as the following language and this amended
article shall be effective from 2nd date of March 2007 by both Parties:




1









 












	1.12	 	“Territory” shall mean the territory of the following North American countries, Australia
and New Zealand:






	 	(1)	 	United States of America
	 
	 	(2)	 	Canada
	 
	 	(3)	 	Australia
	 
	 	(4)	 	And New Zealand






	4.	 	Other obligation
	 
	 	 	The Article 10.4 in the Agreement shall be deleted in its entirety, and replaced with the
following language:






	 	10.4	 	Licensee shall exert its best efforts to protect the Intellectual Property rights
of Licensor and shall, in lieu of Licensor, procure appropriate legal and administrative
measures against any and all activities by third parties within the above written
territories infringing the Game or any of the Intellectual Property rights of Licensor on
or in relation to the Game, including without limitation to, operation of illegal game
servers, manufacture or sales of counterfeiting CDs, manuals, artwork books or any other
related products.






	5.	 	Continuing Effectiveness of the Agreement
	 
	 	 	Except as expressly set forth herein, this Amendment shall not by implication or otherwise
alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants
or agreements contained in the Agreement, all of which are ratified and affirmed in all
respects and shall continue in full force and effect.




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




	 	 	 	 	 	 	 	 	 	 	 
	Gravity Co., Ltd	 	 	 	Gravity Interactive Inc.	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By:

	 	 	 	 	 	By:	 	 	 	 
	 

	 	 

Name: Il Young, Ryu
	 	 
	 	 	 	 

Name: Han Keun, Kang
	 	 
	 

	 	Title:   Chairman & CEO
	 	 	 	 	 	Title:   CEO	 	 
	 

	 	Date:
	 	 	 	 	 	Date:   December 31, 2007	 	 







2