jun1504_ex0413


      Exhibit
  4.13 

  [English Translation] 

 SHARE
  PURCHASE AGREEMENT  

 THIS SHARE PURCHASE AGREEMENT
  (the “Agreement”) is made and entered into by and between Gameon Co.,
  Ltd (“Gameon”) and Webzen Inc. (“Webzen”), in connection
  with Webzen’s subscription of shares to be issued by Gameon.  

 Article 1.    Issuance
  and Subscription of Shares  

 Gameon shall issue four
  hundred (400) shares of its common stock (the “Shares”) in the way
  of allotment of shares to the third party in accordance with guideline for the
  issuance of new shares as attached hereto as Exhibit 1 and Webzen shall subscribe
  for the Shares for JPY 48,000,000 (JPY 120,000 per share).  

 Article 2.    Payment
  Procedure  

  	1.	The payment for the
      Shares shall be made by December 25, 2003. 
	 	 
	2.	Webzen shall deposit
      the total amount of the issue price for the Shares at the special account
      opened with AKASAKAMITSUKE branch of MIZUHO Bank as designated by Gameon.
      




 Article 3.  Representations
  and Warranties of Gameon  

 Gameon represents and
  warrants the followings:  


	1. 	Gameon is a company
      duly organized, validly existing, authorized to exercise all the powers,
      rights, and privileges under the laws of Japan. 
	 	 
	2. 	Gameon shall take
      all corporate actions including resolution of the board of directors and
      resolutions of the shareholders as required in the commercial act or its
      articles of incorporation necessary for the execution of, and performance
      of all obligations under, this Agreement, and issuance of the Shares. 
	 	 
	3. 	Gameon has no legal
      action, other proceedings, or actions by administrative and tax authorities
      or other actions pending that would result in adverse effect upon management,
      financial conditions, financial results, credit status of Gameon. 
	 	 



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	4. 	As of the date of
      the execution of this Agreement, all properties and assets of Gameon are
      not subject to any mortgage, pledge, transfer security and other security
      interest, conditional sales agreement, or other restrictions. 



 Article 4.    Report
  Obligations  

 During the period commencing
  at the date of execution of this Agreement and ending at the date of issuance
  of the Shares, Gameon shall give Webzen a written notice when any event occurs
  or discovered contrary to the provisions of Article 3 above or material changes
  occurs in its assets, properties or businesses, regardless of demand thereof
  from Webzen.  

 Article 5.    Confidentiality
   

 Gameon and Webzen shall
  keep confidential the subscription of the Shares, the contents of this Agreement,
  and any proprietary information such as information about the customers, planning
  or know-hows of the other party obtained in connection with this Agreement (“Confidential
  Information”), as its own Confidential Information and will not disclose
  or divulge to any third parties without the prior written consent of the other
  party.  

 Article 6.    Termination
   

 Webzen may terminate this
  Agreement immediately without a notice or request, when any of the followings
  occurs to Gameon:  


	 	1) 	The transaction with
      banks is suspended due to dishonor of its notes or checks; 
	 	 	 
	 	2) 	Gameon, its creditor,
      or any third party files for bankruptcy, corporate reorganization, special
      liquidation, or any other similar proceeding against Gameon; 
	 	 	 
	 	3) 	Gameon conducts or
      has conducted a merger, corporate division, share exchange, share transfer,
      transfer of all or part of its business without the prior written consent
      of Webzen; and 
	 	 	 
	 	4) 	Any event occurs contrary
      to the provisions in Article 3 or one or more of the provisions of Article
      3 are found untrue or false. 


 

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 Article 7.    Conditions
  Precedent to Payment  

 Webzen’s obligations
  to pay for the Shares shall be subject to the following conditions unless Webzen waives such conditions
  in writing: 

  	 	1)
    	Representations and
      warranties provided in Article 3 and all documentations and information
      provided to Webzen in connection with the execution of this Agreement are
      accurate, true and not-misleading as of the date of the payment. 
	 	 	 
	 	2)
    	During the period
      commencing at the execution of this Agreement and ending at the date of
      the payment, there are no material changes having a material adverse effect
      upon management, financial status, financial results, and credit status
      of Gameon or shareholders who manage Gameon. 


Article 8.    Preemptive
  Right  

 Webzen shall have preemptive
  rights to subscribe, in proportion to its shareholding (provided that the shareholding
  is calculated by excluding treasury shares of Gameon but including potential
  shares of Gameon), for any additional shares, share subscription rights, bonds
  with share subscription rights, convertible bonds, bonds with warrants, and
  other securities or rights to convert to, exchange with or acquire the relevant
  shares of Gameon (the “New Shares, etc”), when Gaemon decided to issue
  or grant the New Shares, etc. Provided that Webzen may determine, at its discretion,
  whether to subscribe or pay for the New Shares.  

 Article 9.    Inspection
  and Audit  

  	1. 	Webzen may demand
      Gameon to submit report or documents, request answers to its inquiry, relating
      to the business or property of Gameon, when Webzen determines such is necessary
      in order to secure its rights under this Agreement or in connection with
      its holding of the shares of Gameon. 
	 	 
	2. 	Webzen may, or may
      cause its accountants or other representatives to, inspect, copy or examine
      the books, records or facilities of Gameon upon visits to Gameon’s
      principal office or other offices with a prior notice. Gameon shall cooperate
      with Webzen in such inspection, copy or examination. 


 

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 Article 10.    Transfer
  of Shares by Webzen  

 Webzen may transfer, at
  its discretion, all or part of the Shares or other shares of Gameon that it
  acquires in the future in accordance with relevant laws or the articles of incorporation
  of Gameon.  

 Article 11.    Right
  to Request to Purchase the Shares 


	1.	Webzen
      shall be entitled to request Gameon to purchase all or part of shares of
      Gameon that it holds with a written notice when any of the following events
      occurs and Gameon shall purchase the shares within sixty (60) days from
      the receipt of such notice in the way directed by Webzen. Provided that
      Gameon may cause a third party it designates to purchase such shares: 
	 	 	 
	 	1) 	Gameon breaches any
      provision of this Agreement and fails to rectify such breach within thirty
      (30) days from the receipt of notice thereof. 
	 	 	 
	 	2) 	Gameon is not listed
      in the stock exchange market when it is qualified in terms of financial
      status and results of business. 
	 	 	 
	2. 	When
      Webzen requests Gameon to purchase the shares in accordance with paragraph
      1 above, the purchase price per share shall be the net asset value per share
      based on the most recently audited financial statement of Gameon. 


 Article 12.    Expiration
   

 This Agreement expires
  when any of the following events occurs: 


	 	1) 	The parties hereto
      agree to terminate this Agreement; 
	 	 	 
	 	2) 	The shares of Gameon
      including Shares are listed in the share exchange market of Japan; 
	 	 	 
	 	3) 	Webzen fails to be
      a shareholder of Gameon by the next day after the payment date has passed;
      or 
	 	 	 
	 	4) 	Webzen is no longer
      a shareholder of Gameon. 


Article 13.    Expenses
  


	1. 	Gameon shall bear
      stamp taxes or other charges (excluding the taxes imposed in connection
      with income of Webzen) imposed and payable in connection with the 


  

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	 	execution of this
      Agreement, issuance of the Shares, and payment of dividends for the Shares.
      
	 	 
	2. 	Unless otherwise expressly
      provided in paragraph 1 above and in this Agreement, each party
      shall bear its own expenses (including the compensation to third parties
      such as attorneys and accountants) incurred in connection with negotiation
      for, drafting of, execution of and performance of the obligation under this
      Agreement. Provided that this Article does not apply to expenses, when either
      party demands the other party damages or compensation for the other party’s
      non-performance of the obligations hereunder. 


 
Article 14. Governing
  Laws and Jurisdiction  

  	1. 	All rights and obligations
      of the parties hereto, arising under and relating to this Agreement, shall
      be governed by the laws of Japan and the Tokyo District Court shall have
      an exclusive jurisdiction for the first instance over the lawsuits brought
      hereunder. 
	 	 
	2. 	When there are conflicts
      in interpreting the provisions between the Korean version of Agreement and
      Japanese version of Agreement, the Agreement written in Japanese language
      shall prevail.  



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 IN WITNESS WHEREOF,
  the parties hereto have drafted and executed the Agreement, two (2) copies in
  Korean language and two (2) copies in Japanese language, for each party to keep
  one (1) copy each of the Agreement.  

 Date: December 24, 2003
   

 GAMEON CO., LTD. 
  

 1-4-12, Shibuya, Shibuya-ku,
  Tokyo, Japan 

  

  Representative Director                Jong
  Shin Kim [Seal]  

 




 WEBZEN INC.  

 6th Fl. Daelim
  Acrotel,  

 467-6 Dogok-dong, Kangnam-gu,
  Seoul, Korea 

  

 Representative Director     
            Nam Ju Kim [Seal]
   

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