jun1504_ex0414



      Exhibit
  4.14

  [English Translation] 



 ASSET TRANSFER AGREEMENT

  

 May 6, 2004 

  

 By and between 

  

 Webzen Inc. 

 

and 

 

Delphieye, Inc.  













 THIS ASSET TRANSFER AGREEMENT (hereinafter referred
  to as “Agreement”) is entered into by and between Webzen Inc. (hereinafter
  referred to as “Webzen”) and Delphieye, Inc. (hereinafter referred
  to as “Delphieye”) as follows:  

 Article 1 (Purpose)  

 This Agreement is entered into for the purpose of
  setting forth the terms and conditions agreed between the parties as well as
  to clarify the rights and obligations of the parties regarding the transfer
  of Delphieye’s Business Rights (as defined below) and both tangible and
  intangible assets thereof to Webzen, as well as the transfer of the Employees
  (as defined below).  

 Article 2 (Definitions)  

	(1)
      	“Game” means Delphieye’s
      games as specified in Attachment 1.
	 	 
	(2)	“Employees” mean Delphieye’s
      development employees of the Game, including the principal manager, middle
      manager and other employees. 
	 	 
	(3)	“Business Rights” means
      all the rights related to the Game and both tangible and intangible assets
      as specified in Attachment 1, as well as all the rights related to the Game
      that are not specified in Attachment 1. 
	 	 
	(4)	“Liabilities” means Delphieye’s
      liabilities as specified in Attachment 1. 
	 	 
	(5)	“Closing Date” means
      the date of completion of all the procedures specified in Article 13 below.
      


Article 3 (Term)  

 This Agreement shall be effective from the execution
  date hereof.  

 Article 4 (Price)  

 Webzen shall pay to Delphieye the total of KRW 4,000,000,000
  (without the value- 

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 added taxes) as consideration hereunder (the “Price”)
  in accordance with the payment terms and conditions as follows:  

	(1) 
    	KRW 2,000,000,000 shall be paid on the date
      of execution of this Agreement (the “Contact Price”); and 
	 	 
	(2) 	KRW 2,000,000,000 shall be paid within sixty
      (60) days from the Closing (as defined below) date (the “Reminder”).
      


Article 5 (Due Diligence) 

	(1) 	The parties shall, within two (2) weeks from
      the execution date of this Agreement, conduct due diligence of the Business
      Rights, all the assets thereof and the Game (the “Game Business”).
      In the event the result of the due diligence does not reveal any reason
      for deduction of the Price, the parties shall carry out the necessary procedures
      for transfer of the Game Business. 
	 	 
	(2) 	Delphieye shall permit to Webzen, within the
      necessary scope of the due diligence during the general business hours,
      access of all books and records directly related to the ownership, operation,
      management, repair and maintenance of the software, source code and program
      of the Game and the Game Business. 
	 	 
	(3) 	The parties shall share the costs and expenses
      of the due diligence, including the fee for accountants, attorneys and other
      specialists participating in the due diligence. 


Article 6 (Price Adjustment) 

	(1) 
       	Webzen may upon the occurrence of the following
      events, during the period before the payment due date of the Remainder,
      deduct the Price by the applicable amount of deduction in value or may terminate
      this Agreement. Upon such occurrence, Webzen may conduct another due diligence
      to calculate the deduction amount and the payment due date of the Remainder
      will be extended by the time period until the confirmation date of the amount
      of deduction through the additional due diligence. 


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	 	1.	Leave of all or core personnel of the Employees;
      
	 	 	 
	 	2.  	Termination or cancellation of essential agreements
      regarding the Game entered into with foreign or domestic companies; 
	 	 	 
	 	3.  	Disclosure of core technology or information
      regarding the development of the Game; and/or 
	 	 	 
	 	4.  
       	Other material decrease of value regarding Game
      Business.  
	 	 	 
	(2) 	After
      the execution of this Agreement, if the Employees leave from Webzen or Delphieye
      or transfers to other companies, including the case of subsection 1 of section
      (1) above, which results in Webzen not being able to employ all the Employees,
      Delphieye shall reimburse Webzen or deduct from the Price, the amount resulting
      from the calculation of section 2 of the Attachment 2 “Standard of
      Price Deduction Upon Leave of the Employees” multiplied by the rate
      specified in the section 3 of the Attachment 2 “Rate of Deduction Per
      Period of Leave Upon Leave of the Employees” for each Employee leaving.
      
	 	 	 
	Article
      7 (Transfer of Employees) 
	 	 	 
	(1) 	Webzen
      shall succeed and employ all the Employees, as well as to commission the
      representative director of Delphieye to advise in the transfer transactions
      contemplated under this Agreement. 
	 	 	 
	(2) 	Webzen
      shall not assume any obligations of any labour related claims that could
      arise regarding the Employees’ wages or dismissal, and Delphieye shall
      be liable for all employment related obligations such as the retirement
      fund, non-payment of wages etc. of the Employees. Delphieye shall fully
      indemnify and hold Webzen harmless against any legal obligations that may
      arise from disputes of the above claims.  
	 	 
	(3) 	In the
      event Delphieye granted any stock options to the Employees, Delphieye shall
      resolve the matter of the Employees’ exercise of any stock options
      upon their leave as its own responsibility, and Webzen shall not be liable
      in any way regarding any of the Employees’ stock options. 
	 	 
	(4) 	In the
      event the Employees have any obligations of non-competition or 


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	 	confidentiality to Delphieye, such obligations
      of the Employees shall cease upon Webzen’s employment of the Employees
      under this Agreement.  
	 	 
	(5) 	Delphieye shall guarantee not to disclose any
      technology or information relating to Business Rights, including source
      code, to any third party without Webzen’s consent before and after
      the employment of the Employees. 
	 	 
	(6) 	In the event any Employee disclosed any technology
      or information relating to Business Rights, including source code, to any
      third party in violation of the section (5) above, Webzen may, in its own
      discretion, claim for damages against Delphieye and the relevant Employee,
      in which case Delphieye and the relevant Employee shall be jointly and severally
      be liable, or terminate this Agreement. In the event Webzen terminates this
      Agreement, such termination shall not affect any of Webzen’s right
      to claim for damages hereunder. 
	 	 
	Article
      8 (Intellectual Properties) 
	 	 
	(1) 	Delphieye shall in good faith carry out all
      the legal procedures necessary for Webzen to acquire the appropriate legal
      rights for program copyright, patent, trademark etc. regarding the Game.
       
	 	 
	(2) 	Delphieye shall immediately notify Webzen, if
      any dispute regarding the intellectual property rights of the Game arise.
      Webzen shall not be liable in any way, and Delphieye shall fully indemnify
      and hold Webzen harmless against any such dispute. In addition, Webzen may
      choose, in Webzen’s discretion, to defer payment of 25% of the Price
      or to terminate this Agreement. In the event Webzen terminates this
      Agreement, such termination
      shall not affect any of Webzen’s right to claim for damages hereunder.
      
	 	 
	Article
      9 (No Assumption of Liabilities) 
	 	 
	(1) 	Webzen shall not assume any of Delphieye’s
      Liabilities. 
	 	 
	(2) 	In the event any dispute regarding the Liabilities
      arise, Delphieye shall legally 


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	 	resolve such disputes at its own costs and expenses,
      and Webzen shall have no legal responsibility regarding the Liabilities.
      
	 	 
	Article
      10 (Obligations of Delphieye) 
	 	 
	(1)	 Delphieye shall give immediate notice to Webzen
      in the event that: (i) on or before Closing any representations and warranties
      by Delphieye is materially false or incorrect; (ii) the transaction hereunder
      is hindered; or (iii) Delphieye’s performance of its obligated or agreed
      terms under this Agreement may become impossible in any way. 
	 	 
	(2) 	Delphieye shall operate, manage, repair or maintain
      the Game Business in accordance with the operational procedures of ordinary
      course of business until the completion of the transfer to Webzen hereunder.
      Provided, however, any profit generated from the Game after the execution
      of this Agreement, amount of the total profit shall be paid to Webzen. 
	 	 
	(3) 	Delphieye shall immediately notify Webzen of
      the reasons for any security rights, rights to claim or litigation, if any
      such security rights, rights to claim or litigation affecting the Game Business
      arise as the result of any activities of Delphieye or of other reasons.
      In such event, Delphieye shall defend, indemnify and hold Game Business
      and Webzen harmless against any reasons of such security rights, rights
      to claim or litigation at its own expense, including but not limited to
      any reasonable costs therefrom and the attorney’s fees. 
	 	 
	(4) 	Delphieye shall not assume or establish any
      rights, authority, profit or security on all or part of the Game Business
      after the execution of this Agreement. 
	 	 
	(5) 	Delphieye shall not commence or settle any disputes
      without the prior consent of Webzen. 
	 	 
	(6) 	Delphieye shall preserve and maintain all records
      relating to the Game Business in the ordinary course of business until transferred
      to Webzen.  
	 	 
	(7) 	Delphieye shall not directly or indirectly provide
      to any third party all or part 


  

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	 	of the technology relating to the Game or cooperate
      in any research and development for such purpose without the prior consent
      of Webzen after the execution of this Agreement. 
	 	 
	Article
      11 (Representations and Warranties by Delphieye) 
	 	 
	(1)	 Delphieye is a corporation duly organised under
      the laws of the Republic of Korea, and it has obtained the necessary authority
      or approval to conduct its business. In addition, Delphieye is not in the
      process or is not about to commence liquidation, bankruptcy, or court receivership
      at this time. 
	 	 
	(2) 	Delphieye warrants that it has taken all necessary
      legal corporate procedures under the company law, such as resolution by
      shareholders’ meeting and board of directors’ meeting with regards
      to this Agreement. Delphieye shall provide the minutes from the shareholders’
      meeting and the board of directors’ meeting, upon Webzen’s request.
	 	 
	(3) 	The transfer of the Game Business hereunder
      is legal and valid, and no contravening law or limiting agreement with a
      third party exists against Webzen’s exercise of its rights of the acquired
      Game Business. 
	 	 
	(4) 	At this time, all of Delphieye’s tax liabilities
      have been fulfilled or Delphieye has accumulated enough funds necessary
      to meet such liabilities. 
	 	 
	(5) 	There are no legal proceedings or claims pending
      or threatened against Delphieye that would preclude or negatively affect
      the transactions contemplated under this Agreement or Delphieye’s financial
      conditions. Delphieye shall take full responsibility of all legal proceedings
      or claims pending or threatened, due to any activities of Delphieye prior
      to the execution date of this Agreement, in order for Webzen not to incur
      any loss therefrom.  
	 	 
	(6) 	At this time, there are no sale by subscription
      or other limitations established upon the assets of Delphieye, such as rights
      of mortgage, pledge, transfer for surety and other security. 
	 	 
	(7)	 At this time, Delphieye has not defaulted on
      any of its administrative duties, and 


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	 	has abided by the relevant laws, regulations
      or orders applicable to the operation of the Game Business. 
	 	 
	(8) 	Delphieye has ownership or has legal usage right
      of the Game Business, and no cause to materially interfere with such ownership
      or usage right exists. 
	 	 
	(9) 	Delphieye is not bound by and is not a party
      to any agreement or other provisions that would materially affect its performance
      under this Agreement. 
	 	 
	(10) 	At this time, all information pertaining to
      Delphieye is accurately reflected in Delphieye’s financial statements
      and other accounts related documents, share register, company register,
      articles of incorporation etc. to be provided by Delphieye hereunder. 
	 	 
	(11) 	Delphieye warrants that it has managed the Game
      to fulfil its duties as a good faith manger, and has not engaged in any
      activity that would delay development, damage or decrease the value of the
      Game after the execution date of this Agreement.  
	 	 
	(12) 	Delphieye has the appropriate legal rights of
      the intellectual property rights it owns, and has not infringed upon any
      third party’s intellectual property rights. 
	 	 
	(13) 	Delphieye has entered into the necessary agreements
      with all the present officers of Delphieye regarding any intellectual property
      rights acquired by such officers in the course of their duty, including
      patent, utility model and industrial design, for such intellectual property
      rights to come under Webzen’s possession. 
	 	 
	(14)	 Delphieye has no unpaid liabilities regarding
      the Game Business, prior to or at the time of the transfer hereunder, and
      shall indemnify and hold Webzen harmless against any reasons of claims,
      liabilities, loss, damages, or litigation at its own expense, including
      but not limited to any court expenses and reasonable attorney’s fees,
      related to the use, possession or operation of the Game up to the time of
      the transfer. 
	 	 
	Article
      12 (Access to Information) 


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	(1) 	Webzen may demand Delphieye to submit
      reports or documents regarding the status of operations or assets, as well
      as to request answers to its inquiry, when Webzen determines such is necessary
      for the acquisition of its rights under this Agreement or the transfer of
      Game Business. 
	 	 
	(2) 	Webzen may, or may cause its accountant
      and other representatives to, inspect, copy or examine the books, records
      or facilities of Delphieye, within the necessary scope of transfer of the
      Game Business under this Agreement, upon visits to Delphieye’s principal
      office or other offices with a prior notice.
	 	 
	Article
      13 (Closing)
	 	 
	(1) 	The transfer contemplated hereunder
      shall be deemed completed in relation to this Agreement upon fulfilment
      of the following procedures (“Closing)”: 
	 	 
	 	1. 	Actual completion of transfer and
      assignment of the Game Business and contracts related thereto; 
	 	 	 
	 	2.  	Completion of the transfer of the title to intellectual
      property rights, such as the Game Business and program copyrights related
      thereto; and 
	 	 	 
	 	3.  	Completion of delivery of the medium of computer
      storage or documents regarding the Game and related program source and plans.
      
	 	 	 
	(2) 	All of the above procedures shall
      be completed within thirty (30) days from the execution date of this Agreement.
      
	 	 	 
	Article
      14 (Confidentiality) 
	 	 	 
	(1) 	The parties shall carefully treat
      the other party’s technical or operational confidential information
      obtained in the course of performance under this Agreement, including without
      limitation, technology, customer information, plans, know-how, etc., as
      it treats its own confidential information, and shall not disclose such
      confidential information to any third party without prior written consent
      of the other party. Provided, however, exceptions shall be made for disclosure
      to the government when required under applicable law or court decision,
      and for disclosures to advisors, financial investors, and consultants, who
      are under the same duty of confidentiality as provided hereunder, as well
    


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	 	as for the disclosure to the officers
      of the parties. 
	 	 
	 	(2) The parties shall be bound to
      their duty of confidentiality under the above section (1), which shall remain
      effective for two (2) years after termination of this Agreement. The party
      in violation of confidentiality hereunder shall be liable for damages to
      the other party. 
	 	 
	Article
      15 (Termination) 
	 	 
	(1) 	Webzen shall have the right to terminate
      this Agreement by giving a written notice to Delphieye, if Delphieye fall
      within any one of the following circumstances: 
	 	 
	 	1.  	The transaction with banks is suspended
      due to dishonor of its notes and/or checks; 
	 	  
	 	2.  	The proceedings for ancillary attachment, attachment,
      auction or compulsory execution as well as the relevant procedure for bankruptcy,
      liquidation, reorganization or composition have commenced; 
	 	 	 
	 	3.  	Delphieye conducts or has conducted a merger,
      corporate division, share exchange, share transfer, or transfer of all or
      part of its business without Webzen’s prior consent; 
	 	 	 
	 	4.  	The misrepresentation of any representations
      and warranties provision of Article 11 above has been discovered; or 
	 	 	 
	 	5.  	Webzen determines from the result of due diligence
      that development of the Game is not smooth, as the core Employees who understand
      the source code of the Game have gone into voluntary retirement. 
	 	 	 
	(2)	 If one of the party breaches any
      material term of this Agreement, and such breach is not cured within fifteen
      (15) days of the written notice thereof from the non-breaching party, this
      Agreement may be terminated immediately. 
	 	 
	(3) 	Termination of this Agreement under
      sections (1) or (2) above shall be without prejudice to the non-breaching
      party’s right to pursue all available remedies at law or in equity.
      
	 	 
	Article
      16 (Force Majeure) 


  

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 Neither party shall be liable to the other party
  for failure of performance of any of its obligations under this Agreement caused
  by the conditions of force majeure, such as fire, explosion, act of God, war,
  action by a government, or other similar contingencies which are beyond the
  reasonable control of the party. However, the parties may terminate this Agreement,
  if such conditions of force majeure continue for more than three (3) months.
   

 Article 17 (Damages)  

	(1) 	In the event of termination of this Agreement
      for reasons attributable to Webzen, the Contract Price shall revert to Delphieye.
      
	 	 
	(2) 	In the event of termination of this Agreement
      for reasons attributable to Delphieye, Delphieye shall pay twice the amount
      of the Contract Price to Webzen within thirty (30) days from the occurrence
      date of the requisite condition of termination. 
	 	 
	(3) 	Sections (1) or (2) above shall not have any
      affect on Webzen’s exercise of its rights to claim for damages.
	 	 
	(4)	 In the event the termination of this Agreement
      upon mutual agreement of both parties, Delphieye shall return the Contract
      Price to Webzen. 


Article 18 (No Assignments)  

 Neither this Agreement nor any right or obligation
  hereunder shall be assignable in whole or in part, except as provided hereunder,
  whether by operation of law or otherwise, by either party without the prior
  written consent of the other party. Any assignment without the prior written
  consent of the other party shall be null and void.  

 Article 19 (Costs)  

 Except as otherwise specified under this Agreement,
  any costs and expenses incurred to each party hereunder, regarding preparation
  and execution of this Agreement, shall be born by each party on its own. 


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	Article
      20 (Taxes) 
	 	 
	(1) 	Unless otherwise provided by this Agreement,
      each party shall be responsible for all taxes imposed on the respective
      party in connection with the transaction contemplated hereunder in accordance
      with the applicable laws. 
	 	 
	(2) 	If any tax reduction regarding the Price is
      possible, the parties shall put forth their reasonable best efforts in their
      course of dealing hereunder to take advantage of such deduction. 
    
	 	 
	Article
      21 (Interpretation) 
	 	 
	(1) 	Any provision of this Agreement that is disputed
      in its interpretation or not specified hereunder shall be interpreted in
      accordance with the relevant regulations, such as commercial code or general
      commercial practice. 
	 	 
	(2) 	In the event that any term or provision of this
      Agreement is deemed illegal by the court of jurisdiction, or invalid or
      unenforceable in any compulsory execution,
      such term or provision shall become void. However, this Agreement shall
      be affected by such term or provision.  


Article 22 (Modification)  

 Any modification to this Agreement must be made
  in a written agreement of the parties hereto.  

 Article 23 (Jurisdiction)  

 Any dispute relating to or arising out of this Agreement
  shall be resolved though an agreement of the parties, provided, however, if
  such agreement cannot be reached, the relevant dispute and claim shall be resolved
  in the courts within the jurisdiction of the Seoul Central District Court. 


 Article 24 (Miscellaneous)  

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 All notices, invoices or details regarding payment
  or agreements between the parties hereunder shall be in writing.  

 Article 25 (Effectiveness)  

 This Agreement shall become effective immediately
  upon the signing of this Agreement by both parties hereof.  

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IN WITNESS WHEREOF, the
parties hereto have executed two (2) copies of this Agreement for each party to
keep one (1) copy each.

	 	 	 
	 	 	 
	 	 	Execution date: May
      6, 2004
	 	 	 
	 	 	 
	WEBZEN INC.	 	DELPHIEYE, INC.
	 	 	 
	6F, Daelim Acrotel,	 	Delphi Building
	467-6, Dogok-dong,
      Kangnam-gu	 	508-3 Shinsa-dong,
      Kangnam-gu
	 	 	 
	 	 	 
	Representative Director:
      Nam Ju Kim	 	Representative Director:
      Wan Sun Shin
	                              [Seal]	 	                                       [Seal]














 ATTACHMENT 1 

	1.	Game	 
	 	 	 
	 	(1)	Nitro-family personal computer (“PC”)
      game
	 	(2)	Nitro-family online game
	 	(3)	Nitro-family XBOX game
	 	(4)	Parfe communication online game
	 	(5)	SPINOS flash game


  

	2. 	Tangible Assets
    
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 




	3.	Intangible Assets
	 	 	 
	 	(1)	Copyright
	 	(2)	Intellectual property rights
	 	(3)	Patents
	 	(4)	Contracts with third party
	 	(5)	Program source, engine and documentations
      regarding Game
	 	(6)	Trademark
	 	(7)	Domain
	 	(8)	Operation software and related license
      agreement
	 	 	 
	 	 	 
	4.	Liabilities
    


  

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 ATTACHMENT 2  

 1.      Employees
   

	 	Nitro-family PC game 	Nitro-family

      online game	Nitro-family

      XBOX game	Parfe 

      communication

      online game	SPINOS 

      flash game
	Principal

      Manager	Ki Jong Kang

      Yong Tae Kim, Sang Hun Kim

      Jae Hyoung Lee, Young Su Lee

      Oung Sun Kim, Hee Soong Yang	Sang Jun Park

      Soong Kyun Woo

      Jae Pil Lee	 
	Middle

      Manager	Hyun Ho Gong, Tae Hyoung

      Lee, Kyoung Min Kim

      Jong Bu Kim, Kwang Rok

      Eun Young KimKim, Su Gil

      An, Ji Ho Lee,	 	 


 2.      Standard
  of Price Deduction Upon Leave of the Employees  

	 	Deduction per one
      (1) person
	Principal Manager	60,000,000 Won
	Middle Manager	30,000,000 Won


 3.      Rate
  of Deduction Per Period of Leave Upon Leave of the Employees  

	Period of Leave	Within three (3) months	Within six (6) months	Within one (1) 

      year
	Rate of Deduction	100%	60%	30%


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