WEBZEN--jun1504_ex0415


 Exhibit
  4.15 






 LICENSE
  AGREEMENT  

 This LICENSE AGREEMENT
  (“Agreement”) is entered into this 12th day of May 2004,
  by and :between Webzen Inc., a corporation duly organized and existing under
  the laws of Republic of Korea (“Korea”) and having its principle office
  at 6F, Daelim Acrotel, 467-6, Dogok-Dong, Kangnam-Gu, Seoul 135-971, Korea (“WEBZEN”
  or “Licensor”), and Mobius Online Games Inc., a corporation organized
  and existing under the laws of Philippines having its principal office at 8F,
  Net One Center, 26th Street cor. 3rd Avenue, Crescent Park West, Taguig City,
  Philippines 1634 (“MOBIUS” or “Licensee”). WEBZEN and MOBIUS
  are hereinafter referred individually as “Party” and collectively
  as the “Parties”.  

 WITNESSETH
   

 WHEREAS, WEBZEN has developed
  and currently markets certain commercial 3D online game under the name “MU”.
   

 WHEREAS, MOBIUS is a corporation
  that engages in sales, distribution and online game operation of games; and
   

 WHEREAS, WEBZEN wishes
  to license to MOBIUS and MOBIUS wishes to license from WEBZEN the online game
  “MU” in accordance with the terms any. conditions of this Agreement.
   

 NOW, THEREFORE, in consideration
  of the mutual promises and cover ants contained herein, the Parties hereby agree
  as follows:  


	1. 	Definitions
      
	 	 
	1.1
      	“Commercial
      Services” shall mean the operation of the Software in the Territory
      by Licensee for fee. 
	 	 
	1.2 	“Confidential
      Information” shall have the meaning ascribed in clause 11 below. 
	 	 
	1.3 	“Deliverable”
      shall mean such deliverables, as is required to be delivered to Licensee
      by Licensor in relation to the Software in executable version. 
	 	 
	1.4 	“Derivative
      Works” shall mean: (i) for material subject to copyright, registered
      or unregistered design protection, any work which is based or one or more
      pre-existing works of the Software, such as revision, modification improvement,
      upgrades, translation, abridgment, condensation, expansion, collection,
      compilation or any other form in which such pre-existing works may be recast,
      transformed or adapted; and 














	 	(ii) for material
      subject to trade secret protection, any new material, information or data
      relating to and derived from the Software, including new material which
      may be protected by copyright, patent or other proprietary right, and, with
      respect to each of the above, the preparation and/or use of which, in the
      absence of this Agreement or other authorization from the owner, would constitute
      infringement under applicable law.
	 	 
	1.5
      	“Documentation”
      shall mean guides, instruction manuals and of other documents, whether in
      written or machine-readable form updated and issued by Licensor from time
      to time for Licensee’s use of the Software.
	 	 
	1.6
      	“Effective Date”
      shall mean the date of payment of the initial installment of the contract
      fee as set forth in clause 4.1 (a)(i) below.
	 	 
	1.7
      	“Execution Date”
      shall mean the date this Agreement is entered into by and between the Parties,
      through authorized signing hereof.
	 	 
	1.8
      	“Gross Sales
      Revenue” shall mean the amount of sales revenue from sales of the Commercial
      Services that are acquired by Licensee from the date of commencement of
      Commercial Services, where it shall mean the amount of the actual retail
      price and multiplied by the number of sales made before the deduction of
      relevant value added taxes (“VAT”) (i.e. actual retail price x
      number of sales = Gross Sales Revenue)
	 	 
	1.9
      	“Installation
      Fee” shall mean the fee to be paid by Licensee to Licensor in consideration
      for the initial training and technical assistance provided under this Agreement
      for installation and localization of the Software during the Installation
      Period.
	 	 
	1.10
      	 “Installation
      Period” shall mean the period of initial training and technical assistance
      under this Agreement for installation and localization of the Software from
      the Effective Date up to the commencement date of the open beta test of
      the Software.
	 	 
	1.11	“Intellectual
      Property Right” shall mean all intellectual property rights worldwide
      arising under statutory or common law, and whether or not perfected, including
      without limitation all: (i) patents, patent applications and patent rights;
      (ii) rights associated with works of authorship including copyrights, copyright
      applications, copyright registrations, mask work rights, mask work applications,
      mask work registrations; (iii) rights relating to the trademarks, service
      marks, designs, utility models; (iv) rights relating to the protection of
      trade secrets and confidential information; (v) any other proprietary rights
      relating to intangible property, such as any good-will acquired or generated;
      and (vi) divisions, 
	 	 
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	 	continuations,
      renewals, re-issues and extensions of the foregoing (as and to the extent
      possible) now existing, hereafter filed, issued or acquired. 
	 	 
	1.12
      	“Localized
      Versions” shall have the meaning ascribed in clause 2.1 below. 
	 	 
	1.13
      	“Software”
      shall mean the “MU” (in executable version only), the first commercial
      3D online game in Korea, including all programs, algorithms, techniques,
      processes, methods, know-how and other information comprised therein and
      the Documentation. 
	 	 
	1.14
      	“Term”
      shall have the meaning ascribed in clause 12.1 below. 
	 	 
	1.15
      	“Territory”
      shall mean the Philippines, the U.S. Territory of Guam and the Commonwealth
      of the Northern Mariana Islands. 
	 	 
	1.16	“USD”
      shall mean United States Dollars. 
	 	 
	2. 	Grant
      of License  
	 	 
	2.1	Subject
      to the terms and conditions contained herein, Licensor grants to Licensee
      an exclusive and non-transferable license to use Software within the Territory
      during the period from the Effective Date to the termination or expiration
      of this Agreement for the following purposes:
	 	 	 
	 	(a)

        	to translate
      the Software into English versions and to generate such English versions
      of the Software (the “Localized Versions”) for marketing and operation
      within the Territory (subject further to clause 2.3); 
	 	 	 
	 	(b)

        	to market
      and operate the Localized Versions within the Territory, which the computer
      servers for each of the Localized Versions shall be located; 
	 	 	 
	 	(c)

        	to provide
      the online game operation to customers for open beta tests and for Commercial
      Services; 
	 	 	 
	 	(d)

        	to further
      develop the Software and the Localized Versions, including generation of
      the Derivative Works; and 
	 	 	 
	 	(e)	to support
      the customers located within the Territory.
	 	 	 
	2.2 	Licensor
      grants to Licensee an exclusive and nontransferable license to use and modify
      the Documentation within the Territory during the period from the Effective
      Date to the termination or expiration of this Agreement for the purposes
      stated in clause 2.1.






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	2.3
      	Licensor
      grants to Licensee an exclusive royalty-free license to utilize the trademark
      owned by Licensor in relation to the Software within the Territory during
      the period from the Effective Date to the termination or expiration of this
      Agreement for the purposes stated in clause 2.1.

      Licensee shall include such trademark along with a notice that Licensee
      is the authorized licensee regarding the Software on all Software, Derivative
      Works and Promotional Items Licensee provides, markets or operates in the
      Territory. Licensee shall not use any other mark, unless specifically approved
      by Licensor, to represent the Software in anyway. 
	 	 
	2.4 	Licensee
      shall not use the Software and other materials provided hereunder, as well
      as any Intellectual Property Right associated thereof, in any manner or
      for any purpose not expressly permitted under this Agreement, including
      but not limited to commercial or pecuniary use thereof, and Licensee shall
      not distribute, dispose of, disclose or otherwise transfer the Software,
      in whole or in part, in any medium, to any person or entity without Licensor’s
      express written consent. 
	 	 
	2.5 	Licensee
      shall not have the right to sublicense the rights granted to it hereunder.
      
	 	 
	3.	Delivery
	 	 
	 	Promptly
      upon Effective Date of this Agreement, Licensor shall deliver the Deliverable
      and initial Documentation to Licensee. The receipt of such Deliverable and
      initial Documentation by the Licensee shall be confirmed by the notice of
      confirmation to be sent by the Licensee to Licensor. Notwithstanding such
      notice of confirmation, the Deliverable and initial Documentation shall
      be deemed to have been delivered on the seventh (7th) business
      day after the date of posting (if sent by prepaid post) in accordance with
      clause 14.2 paragraph (b) below.
	 	 
	4. 	Consideration
	 	 
	4.1 	The
      Licensor shall grant the license specified in clause 2 above under this
      Agreement for the following considerations:
	 	 
	 	(a)	The
      amount of USD 300,000 shall be paid to Licensor as the non-refundable Installation
      Fee in following terms: (i) the first half of the Installation Fee in the
      amount of USD 150,000 shall be paid to Licensor within thirty (30) days
      from the Execution Date of this Agreement; and (ii) the second half of the
      Installation Fee in the amount of USD 150,000 shall be paid to Licensor
      within seven (7) days from the commencement date of open beta test of the
      Software.






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	 	(b)

        	Running
      royalty shall be 25 % of the net revenue after the deduction of VAT from
      the Gross Sales Revenue generated from the Commercial Services (i.e. (Gross
      Sales Revenue — VAT) x 25% = running royalty), which shall be paid
      to Licensor in accordance with the paragraph (e) below. 
	 	 	 
	 	(c)

        	Sales
      revenue from the Commercial Services shall meet the minimum guarantee amount
      of at least USD 1,000,000 for the first six (6) months from the date Commercial
      Services begin, and such guarantee shall increase by USD 300,000 quarterly
      thereafter during the initial two-year Term (the “Minimum Guarantee”).
      If Licensee fails to meet the Minimum Guarantee in sales revenue in two
      (2) consecutive quarters, then the license grated hereunder shall automatically
      become a non-exclusive license and Licensor may simultaneously grant the
      license of the Software to any third party that it wishes. 
	 	 	 
	 	(d)

        	If Licensee
      fails to meet the Minimum Guarantee, for more than one (1) year, such failure
      shall be construed as a breach of material term and Licensor may terminate
      this Agreement in accordance with clause 12.2 below. 
	 	 	 
	 	(e)

        	The running
      royalty, as set forth in the paragraph (b) above, shall be paid to Licensor
      monthly, on the fifteenth (15th) day from the last day of each month through
      wire-transfer to the bank that Licensor designates for such payments. 
	 	 	 
	 	(f)

        	In case
      of delay in payment, a penalty of 3% of the due amount per quarter shall
      be accrued and added to the due amount from the due date to the payment
      date. Such delay in payment shall not exceed thirty (30) days. 
	 	 	 
	 	(g)

        	After
      the delay of payment for more than thirty (30) days, such delay shall constitute
      a breach of material term and Licensor may terminate this Agreement in accordance
      with clause 12.2 below. 
	 	 	 
	4.2 	Licensee
      shall pay all taxes imposed by any governmental authority or agency by reason
      of the transactions contemplated by this Agreement provided that Licensee
      shall not be responsible for the payment of any taxes imposed upon the income
      of Licensor. If any tax or amount in respect of tax must be withheld or
      deducted from any sums payable to Licensor, then Licensee shall withhold
      or deduct the tax amounts from the sums payable and pay such tax amounts
      to the relevant tax authorities. The Licensee shall pay to Licensor the
      amounts available after such withholding and deduction is made, which shall
      be in full satisfaction of its payment liability due at the time of the
      payment. Licensee shall use its
	 	 


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      	best
      efforts to obtain any exemptions from taxes, including submittal of appropriate
      documents, available under the relevant laws and Licensor agrees that Licensee
      fulfilled its obligations with respect to the relevant exempt taxes by providing
      Licensor with a valid tax exemption certificate.
	 	 	 
	4.3

      	
      Licensee shall maintain regular complete, clear, accurate records of the
      sales reports and market reports regarding the Licensee’s use of the
      Software and other activities under this Agreement every quarter. Licensor
      shall have the right to have an inspection and audit of all the relevant
      accounting and sales books and records of Licensee conducted by an independent
      third party to examine such books and records of Licensee in order to verify
      the compliance at least once every year. Any such audit shall be upon reasonable
      written notice and shall be conducted during normal business hours and Licensor
      will bear the cost of such audit.

      However, if any such audit should disclose any underreporting of payments
      due, Licensee shall promptly pay Licensor such discrepant amounts, including
      applicable delay penalty. If the underreporting exceeds 5% of the amount
      due for any applicable calendar quarter, Licensee shall bear the cost of
      such audit.
	 	 
	4.4 	All
      payments shall be made in the currency of the United States Dollars.
	 	 
	5.	Title
      and Ownership 
	 	 
	5.1 	Title
      to and ownership of the Software and all Intellectual Property Rights embodied
      or incorporated therein or any part thereof shall at all times remain exclusively
      with Licensor at all times.
	 	 
	5.2 	In
      case Licensee has acquired any Intellectual Property Rights in the Software
      or Documentation without specific written consent of Licensor, including
      but not limited to Licensor’s trademarks or to signs or marks similar
      to the Licensor’s trademarks, Licensee shall transfer to Licensor all
      such rights related to such Intellectual Property Rights and shall cancel
      any registration for Licensee relating to such Intellectual Property Rights
      immediately upon request of Licensor, without any compensation. Licensee
      shall immediately notify Licensor of any third party infringement or potential
      infringement that Licensee knows or should know about, and shall take immediate
      reasonable action to stop or to lessen incurrence of such infringement and
      to protect the Intellectual Property Rights of Licensor. 
	 
      
	6.	Derivative
      Works and Rights of Promotion 
	 	 
	6.1 	All
      Derivative Works created or invented based on the Software or any Intellectual
      Property Rights embodied or incorporated in such Derivative
	 
      
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	 	Works
      or any part thereof, shall be exclusively owned by Licensor at all times
      
	 	 
	6.2 	Licensor
      hereby grants to Licensee an exclusive and non-transferable right to use
      the items, including graphics, music, characters, booklets, etc. to be provided
      by Licensor, at Licensor’s sole discretion, for the marketing and promoting
      efforts of the Software (the “Promotional Materials”) in the Territory
      under the terms and conditions as follows: 
	 	 
	 	(a)

        	Licensor
      will provide and grant the right to use the Promotional Materials, for marketing
      and promoting purposes only, to the extent deemed necessary and approved
      by Licensor to enable Licensee to promote the Software; 
	 	 	 
	 	(b)

        	The right
      to use the Promotional Materials will be limited to the adoption and development
      of the items to be used solely for the purpose of marketing and promoting
      of the Software, including but not limited to the development of posters,
      pictures, booklets, t-shirts, soundtracks, theme music, character products,
      and mobile based products etc. (the “Promotional Items”), as specifically
      approved by Licensor; 
	 	 	 
	 	(c)

        	Licensee
      will take due care and exercise its best efforts in all marketing and promoting
      activities of the Software, including the use of the Promotional Items,
      mobile marketing in the form of Java games, sms/mns applications and other
      mobile based promotions (the “Promotion Efforts”). All Promotion
      Efforts of Licensee will require prior written approval from Licensor before
      their commencement; 
	 	 	 
	 	(d)

        	Licensee
      may enter into an agreement related to Promotion Efforts with a third party
      (magazines, medium on internet, ISP or ASP etc.) in order to activate business
      hereunder in the Territory with prior consultation with and approval from
      Licensor; and 
	 	 	 
	 	(e)

        	Any and
      all remaining Promotional Materials supplied hereunder and the copies thereof
      shall be promptly returned to Licensor in the event: (i) the Parties agree
      that the Agreement is not to be entered into between the Parties; or (ii)
      Licensor requests for their return for any reason whatsoever. The disposal
      of the Promotional Items, at the time the Agreement is not to be entered
      into, will be separately agreed between the Parties. 
	 	 	 
	6.3 	Title
      to and ownership of the Software and all Intellectual Property Rights embodied
      or incorporated in Promotional Materials or any part thereof, will at all
      times remain with Licensor, provided, however, that any


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	 	Promotional
      Items and/or programs (including internet homepage) produced by Licensee
      for the promotion of the Software will have joint ownership between the
      Parties, where the specific details thereof will be separately agreed by
      the Parties.
	 	 
	6.4	In the
      events where the Promotional Materials and/or the Promotional Items become
      products that could yield profits, the license for such Promotional Materials
      and/or the Promotional Items will be separately agreed and granted with
      the prior written agreement by and between Licensor and Licensee, specifying
      the terms and conditions thereof, including the term of the license fee
      payment and the profit sharing ratio etc.
	 	 
	7.	Training
      and Technical Assistance
	 	 
	7.1 	Licensor
      shall permit Licensee’s suitably qualified employees to visit Licensor’s
      premises for the purpose of receiving training in the technique and process
      used by Licensor for the Software. Such training shall be provided for the
      Installation Fee without any additional charge during the Installation Period,
      and after the Installation Period, the training fee as to be agreed by the
      Parties shall be charged. The first of such training shall take place as
      soon as practicable upon execution of this Agreement. Thereafter, Licensor
      shall provide Licensee with additional training at the reasonable request
      of Licensee.
	 	 
	7.2 	From
      time to time during the Term of this Agreement, at the reasonable request
      of Licensee, Licensor shall provide technical services to Licensee to assist
      the latter in the use of the Software, by telephone or e-mail, in writing,
      or by any other means agreed between the Parties, or, if reasonably required,
      by a visit to Licensee’s premises. 
	 	 
	7.3 	In the
      event Licensee’s employees should visit Licensor’s premises under
      clause 7.1, Licensee shall bear the entire cost of salaries, fringe benefits,
      traveling, accommodation and other expenses of its employees who so visit
      Licensor’s premises.
	 	 
	7.4 	Any charge
      regarding technical assistance provided by Licensor under clause 7.2 during
      the Installation Period shall be provided for the Installation Fee without
      any additional charge. Any technical assistance provided after the Installation
      Period shall be subject to Licensee’s payment of reasonable man-hour
      charges incurred by Licensor in relation to the provision of such technical
      assistance, for the amount of which shall be agreed to by the Parties in
      advance of each occurrence of technical assistance. Further in the event
      Licensor’s employees shall visit Licensee’s premises under clause
      7.2, Licensee shall: (i) reimburse Licensor the entire cost of traveling,
      accommodation and other reasonable expenses incurred 





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	 	by
      Licensor’s employees; and (ii) provide Licensor all necessary assistance
      to obtain any visa, work permit, or other approval required for entering
      into and working in the country of Licensee’s premises by Licensor’s
      employees. 
	 	 
	7.5 	In
      relation to the dispatch of its employees to the premises of the other Party
      under this clause 7, each Party shall: 
	 	 
	 	(a)

        	ensure
      that its employees comply with all security, health and safety and other
      regulations which apply to or are in force at those premises; and 
	 	 	 
	 	(b)

        	indemnify
      the other Party against any damage to the property of the other Party for
      any personal injury to any individual which is caused by the negligent act
      or omission of any of its employees at the other Party’s premises.
      
	 	 	 
	8.	Development
      and Other Services by Licensor
	 	 	 
	 	From
      time to time during the Term of this Agreement, Licensee may request Licensor
      to implement and develop for Licensee certain feature and/or functionality
      in relation to the Localized Versions and the licenses granted hereunder.
      In such event, Licensor shall perform the requested implementation and development
      subject to Licensee’s payment of reasonable expenses incurred by Licensor
      as shall be mutually agreed to. Any software, program, process, method,
      technique, material, information or data arising out of such implementation
      or development shall be deemed Derivative Works created or invented by Licensor
      in accordance with clause 6 above.
	 	 	 
	9.	Warranty
	 	 
	9.1 	Licensor
      warrants to Licensee that:
	 
      
	 	(a)

        	the Software
      has been originally developed by or for Licensor and Licensor is entitled
      to grant the licenses granted hereunder; 
	 	 	 
	 	(b)

        	the Software
      will in all material respects comply with Licensor’s specifications
      made known to Licensee current at the date of provision to Licensee; and
      
	 	 	 
	 	(c)

        	to the
      best of its knowledge, the Software does not infringe upon any third party’s
      Intellectual Property Rights and that it has not been notified of nor does
      it currently anticipate the possibility of such infringement.

      


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	9.2
      	Notwithstanding
      the foregoing, Licensor shall have no liability for consequences of any
      changes to the Software made otherwise than by Licensee, and Licensor shall
      have no obligation to correct, maintain or update any part of the Software
      which has been the subject of any such change. 
	 	 
	9.3 	Except
      as specifically provided hereunder, all Confidential Information, Deliverable,
      Derivative Works, Software, Documentation and Promotional Materials are
      provided “as is” and without no other warranty of any kind. Licensor
      expressly disclaims any and all other warranties, express or implied, including
      any implied warranties of merchantability, and fitness or a particular purpose,
      whether arising in law, custom, conduct, or otherwise. Licensee agrees that
      it will make no warranty, express or implied, on behalf of Licensor. 
	 	 
	9.4 	In
      no event shall Licensor be liable for any indirect, special, incidental,
      or consequential damages of any kind including loss of profits and loss
      of use, arising under this Agreement, even if the Licensor has been advised
      of the possibility of such damages. In no event will any amounts payable
      by Licensor exceed, in the aggregate, the total amount of payments actually
      received by Licensor from Licensee under this Agreement. 
	 	 
	10.	Indemnity

      

      Licensor shall indemnify, hold harmless, and at Licensee’s request,
      defend Licensee and its directors, officers, employees, agents and independent
      contractors from and against any loss, damage, liability, cost and expenses
      (including court costs and reasonable fees of attorneys and other professionals)
      arising out of or resulting from any third party claim that the Software
      infringes upon Intellectual Property Rights of any third party; provided
      that Licensee shall: (i) promptly notify Licensor in writing of such claim
      or action and assist Licensor to answer the charges of infringement and
      defend such claim or action; and (ii) provide Licensor with information
      and assistance to enable Licensor to defend such claim or action; or (iii)
      only upon specific request of Licensor answer the charges of infringement
      and defend such claim or action; provided further that Licensee shall not
      settle such claim or action without the prior written consent of Licensor.
	 	 
	11.	Confidentiality
      
	 	 
	11.1
      	Licensor
      and Licensee acknowledge that in the course of performing this Agreement,
      each of them will obtain information from the other Party that is confidential
      and proprietary in nature, including without limitation trade secrets, know-how,
      inventions, data, techniques, processes, programs, designs, data, Software
      and Documentation (the “Confidential
	 	 


 10

   










	 	Information”).
      Each Party shall at all times, both during the Term and for three (3) years
      after termination of this Agreement, maintain in strict confidence all Confidential
      Information and not disclose such to any third party without prior written
      consent of the other Party. 
	 	 
	11.2
      	The
      obligation of confidentiality under clause 11.1 shall not apply to certain
      Confidential Information if: 
	 	 	 
	 	(a)

        	it was
      in the public domain at the time of disclosure by a Party; 
	 	 	 
	 	(b)

        	it became
      known to the receiving Party from a source other than the disclosing Party
      without breach of this Agreement; 
	 	 	 
	 	(c)

        	it was
      independently developed by the receiving Party; or 
	 	 	 
	 	(d)

        	disclosure
      is required under applicable-law, regulation or court decision or order.
      
	 	 	 
	12.	Term
      and Termination
	 	 
	12.1
      	Term

      

      This Agreement shall become effective as of the Execution Date hereof and
      continue in full force and effect for two (2) years after the commencement
      date of the Commercial Services, unless terminated in accordance with the
      provisions of clause 12.2 below (the “Term”). The agreement may
      be renewed for another two (2) years Term subject to the satisfactory performance
      of Licensee hereunder as determined by Licensor during the Term of this
      Agreement and at Licensor’s discretion.
	 	 
	12.2	
      Each Party shall have the right to terminate this Agreement by giving a
      written notice to the other Party in the following circumstances:
	 	 	 
	 	(a)

        	when
      the other Party breaches any material term of this Agreement, and such breach
      is not cured within thirty (30) days of written notice thereof from the
      non-breaching Party; 
	 	 	 
	 	(b)

        	when
      the other Party becomes bankrupt or is the subject of proceedings for liquidation
      or dissolution, or ceases to carry on business, or becomes unable to pay
      its debts as they become due; 
	 	 	 
	 	(c)

        	when
      a majority ownership interest of the other Party has been sold, assigned
      or otherwise transferred to a third party which is in competition with the
      Party; or

      


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	 	(c)	if the
      conditions or consequences of Force Majeure (as defined below) conditions
      prevails for a period in excess of six (6) months with the result of major
      impairment to the performance by the other Party of its obligations hereunder,
      and the Parties have been unable to find an equitable solution thereof.
	 	 	 
	12.3
      	Consequences
      of Termination 
	 	 	 
	 	(a)

        	Upon
      termination of this Agreement, all licenses and other rights granted hereunder
      shall automatically terminate and the Parties shall be released from all
      obligations and liabilities occurring or arising after the date of such
      termination. 
	 	 	 
	 	(b)

        	Upon
      termination of this Agreement, Licensee shall promptly return all materials
      in Licensee’s possession, including but not limited to Confidential
      Information, Deliverable, Software, Documentation, Promotional Materials,
      to Licensor. Any such material in Licensee’s possession reasonably
      not available for return shall be disposed of immediately with evidence
      thereof provided to Licensor. In any event, Licensee shall cease all use
      of such materials in any manner whatsoever from the date of termination
      hereof. 
	 	 	 
	 	(c)

        	In the
      event of termination of this Agreement, all outstanding royalty or other
      payments due shall be calculated up to the date of termination and shall
      be immediately due and payable to Licensor. 
	 	 	 
	 	(d)

        	The termination
      of this Agreement shall not affect any obligations of a Party to the other
      prior to termination, and such obligation of payment along with the provisions
      of clauses 5, 6, 9, 10, 11, 12.3, and 13 shall survive any termination of
      this Agreement. 
	 	 	 
	 	(e)

        	Termination
      of this Agreement for breach by a Party of any material term hereof shall
      be without prejudice to the non-breaching Party’s right to pursue all
      available remedies at law or in equity. 
	 	 	 
	13.	Governing
      Law and Dispute Resolution
	 	 
	13.1
      	The
      validity, interpretation and performance of this Agreement, shall be governed
      by the laws of Republic of Korea.
	 	 
	13.2
      	
      Any dispute, which cannot be resolved by amicable consultation within reasonable
      time, shall be finally settled by arbitration to be conducted in accordance
      with the then effective Rules of Conciliation and Arbitration of the International
      Chamber of Commerce (the “ICC”). The arbitration
	 	 


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	 	proceeding
      shall take place in Singapore and be conducted in the English language.
      The arbitral award shall be final and binding on the Parties and may be
      enforced by any court having competent jurisdiction over any of the Parties
      hereto. Notwithstanding the foregoing, any Party may seek from a court of
      law injunctive relief pending the rendition of the arbitral award. 
	 	 
	14.
      	Miscellaneous
      Provisions 
	 	 
	14.1	 Force
      Majeure 

      

      Subject to the provisions of paragraph (d) of clause 12.2 neither Party
      shall be liable to the other Party for failure or delay in the performance
      of any of its obligations under this Agreement for the time and to the extent
      such failure or delay is caused by conditions of riot, civil commotion,
      hostilities between nations, law, governmental order or regulation, embargo,
      action by a government or any agency thereof, Act of God, storm, fire, war,
      accident, strike, sabotage, explosion or other similar contingencies which
      are beyond the reasonable control of such Party (the “Force Majeure”).
      
	 	 
	14.2
      	Notices
      and Deliverable 
	 	 
	 	(a)	All notices,
      consents, approvals or other formal communications required of the Parties
      hereto by this Agreement shall be in writing. All such communications shall
      be delivered by hand or by facsimile transmission or prepaid post, addressed
      to the other Party at the following address or at such other address as
      has been not filed by a Party. Such communications shall be deemed to have
      been delivered at the time of delivery (if delivered by hand), at the time
      of transmission (if served by facsimile) or on the seventh business day
      after the date of posting (if served by prepaid post).
	 	 	 
	 	 	To Licensor	 
	 	 	 	 
	 	 	Address:	6F, Daelim Acrotel,

      467-6, Dogok-Dong, Kangnam-Gu,

      Seoul 135-971, Korea
	 	 	Attention:	Yooshin, Park
	 	 	Facsimile:	82-2-2057-2568
	 	 	 	 
	 	 	To Licensee	 
	 	 	 	 
	 	 	Address:	8F, Net One Center,
      26th Street cor.

      3rd Avenue, Crescent Park West 

      Taguig City, Philippines 1634 





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	 	 	Attention:	Scott K. Countryman
      
	 	 	Facsimile:	63.2.811.7409 
	 	 	 	 
	 	(b)	Deliverables
      and Documentation as well as any other items or materials required to be
      sent between the Parties hereunder shall be delivered by hand or by facsimile
      transmission or by electronic transmission or prepaid post, addressed to
      the other Party at the above address or at such other address as has been
      notified by a Party; and shall be deemed to have been delivered at the time
      of notice of receipt by the receiving Party or at the time of delivery (if
      delivered by hand), at the time of transmission (if served by facsimile
      or by electronic means) or on the seventh business day after the date of
      posting (if sent by prepaid post).
	 	 	 
	14.3	
      Assignment

      

      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. 
	 	 	 
	14.4
      	Modification
      and Amendment

      

      No modification, change or amendment of this Agreement shall be binding
      upon the Parties hereto except by mutual express consent in writing of subsequent
      date signed by an authorized officer or representative of each of the Parties
      hereto. 
	 	 	 
      
	14.5
      	Non-waiver

      

      No waiver by any Party at any time of any breach of any of the terms and
      conditions of this Agreement shall be interpreted as any waiver of any other
      or subsequent breach, whether of the same or of any other terms and conditions
      of this Agreement. 
	 	 	 
	14.6
      	Entire
      Agreement

      

      All of the agreements and understandings between the Parties with reference
      to the subject matter of this Agreement are embodied herein, and this Agreement
      supersedes all prior agreements and understandings between them with reference
      to such subject matter. 
	 	 	 
      
	14.7
      	Severability

      


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	 	If
      any provision hereof is found invalid or unenforceable under applicable
      laws, the remainder of this Agreement shall nevertheless remain valid and
      enforceable according to its terms. 
	 	 
	14.8	
      Successors and Assigns 
	 	 
	 	This
      Agreement shall be binding upon, and inure to the benefit of, each Party
      and its successors and assigns; provided, however, that neither this Agreement
      nor any right or obligations hereunder shall be assignable or transferable
      by the Parties herein without a written consent of the other Party, and
      any assignment or delegation which is not consented to by the other Party
      shall be null, void, and without effect. Nothing contained in this Agreement,
      express or implied, shall be deemed to confer any right or remedy upon any
      Party against, or obligate any Party to, any person or entity other than
      the Parties hereto. 
	 	 
	14.9
      	Language
      and Counterparts 
	 	 
	 	This
      Agreement has been executed in two (2) copies, both with equal force and
      effect, in the English language. 
	 	 
	14.10
      	Effectiveness
      of License

      


  After the execution of
  this Agreement by and between the Licensor and Licensee, this Agreement shall
  be effective by and between the Licensor and Licensee.  

 IN WITNESS WHEREOF, the
  Parties have caused this Agreement to be executed by their duly authorized representatives
  on the day and year first above written.  


	WEBZEN
      INC. 	 	MOBIUS
      ONLINE GAMES INC. 
	 	 	 
	/s/ Nam-Ju
      Kim	 	/s/ Scott
      Countryman
	
	 	

	Name:	 Nam-Ju
      Kim	 	Name: 	Scott
      Countryman
	Title:	 CEO	 	Title:
      	CEO


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