Exhibit 4.5
**Amendment to Telecommunications Business Law of 1983 dated February 9, 2004**
A new Article 5-2 shall be inserted as follows:
Article 5-2. Disqualification from Approval
     Any person(s) or party(ies) falling under one or more of the followingcategories may be obtain a Network Service Provider license under Article 5:
(a) A national, provincial or local government body; (b) A foreign government or a foreign corporation; or (c) Any corporation in which a foreigner holds ownershipinterests in excess of the limitations set forth in Article 6-1.
Article 6 shall be revised as follows:
Article 6. Limitations on ownership interests by a foreign government or aforeign corporation.
(1) The aggregate ownership interest (voting stock only, including butnot limited to depositary receipts and other securities carrying votingrights) in a Network Service Provider held by foreign governments orforeign persons shall not exceed 49% of the total voting stock issuedby such Network Service Provider.
(2) If a foreign government or a foreign person (including itsaffiliates, as such term is defined in the Securities Exchange Law ofKorea) is the largest shareholder of a corporation and holds 15% ormore of the voting stock issued by such corporation, such corporation(hereinafter referred to as a “Foreign Ownership ControlledCorporation”) shall be deemed to be a foreign person for the purposesof this Article 6.
(3) Even if a corporation falls under Paragraph (2) above, suchcorporation shallnot be deemed a foreign person for the purposes of this Article 6 ifsuch
 

 

  corporation 1% or less of the voting stock issued by therelevant Network Service Provider.
New Article 6-3 and Article 6-4 shall be inserted as follows:
Article 6-3. Review of Public Interests With Respect To Ownership Interests ina Network Service Provider
(1) A committee (hereinafter referred to as the “Public Interest ReviewCommittee”) shall be established under the Ministry of Information andCommunication in order to review the following situations’ effect onpublic interests (including national security, public welfare,maintenance of public order and other considerations determined by thePresident from time to time) (hereinafter referred to as “PublicInterest Review”):
(a) ownership of 15% or more of the voting stock issued by aNetwork Service provider by a person (together with its affiliates,as such term is defined in Article 36, Paragraph (3) of theSecurities Exchange Act of Korea); (b) change of the largest shareholder of a Network ServiceProvider; (c) contracts between a shareholder of a Network ServiceProvider and a foreign government or a foreign person, on importantbusiness considerations including appointment and removal ofexecutive officers, transfer of business operations and others asset forth by one or more Presidential Decrees from time to time;or (d) Other changes of shareholders holding de fact control overa Network Service Provider.
(2) When any of the foregoing set forth in Paragraph (1) above occurswith respect to a Network Service Provider, the Network ServiceProvider or the relevant shareholder shall file a report to theMinister of Information and Communication within seven days of suchoccurrence.
(3) Any person filing a report in accordance with Paragraph (2) abovemay request a Public Interest Review to the Minister of Information andCommunication in connection with the occurrence of the situations setforth
 

 

  in Paragraph (1) above.
(4) The Minister of Information and Communication shall refer a reportfiled in accordance with Paragraph (2) above or a request for a PublicInterest Review received in accordance with Paragraph (3) to the PublicInterest Review Committee.
(5) If a Public Interest Review is conducted in accordance this Article6 and such Public Interest Review reveals that one or more of thesituations enumerated in Paragraph (1) above are likely to underminepublic interests, the Minister of Information and Communication mayissue a corrective order prescribing changes in the provisions of acontract and/or suspension of its enforceability, limitation onexercise of voting rights or sale of the relevant voting stock.
Article 6.4 Composition and Operation of the Public Interest Review Committee
(1) The Public Interest Review Committee shall consist of onechairperson and between five and ten members.
(2) The Vice Minister of Information and Communication shall serve asthe chairperson. The members shall consist of third-or-higher levelpublic officials designated by one or more Presidential Decree andpersons in the following categories who have been selected by theMinister of Information and Communication:
(a) Persons knowledgeable or experienced in the information andcommunication technology or industry; (b) Persons recommended by government-funded researchinstitutes; (c) Persons recommended by non-profit organizations inaccordance with Article 2 of the Non-Profit Organization SupportLaw; or (d) Persons recommended by the chairperson.
(3) The Public Interest Review Committee may conduct investigations of,and request materials from, the relevant Network Service Provider orshareholder, or other parties involved in the matter being reviewed.Such Network Service Provider or shareholder must comply unless suchperson
 

 

  can present a legitimate reason for noncompliance.
(4) The Public Interest Review Committee may subpoena the relevantNetwork Service Provider or shareholder, or other parties involved inthe matter being reviewed.
(5) The specifics of the composition and operation of the PublicInterest Review Committee shall be set forth in one or morePresidential Decrees.
Article 7 shall be revised as follows:
Article 7. Limitations on shareholders who own an excess portion of shares
(1) A shareholder in a Network Service Provider owning voting stock ina Network Service Provider in excess of the limitations set forth inArticle 6 may not exercise voting rights attaching to such excessportion of the voting stock.
(2) The Minister of Information and Communication may order correctiveorders to the shareholder acquiring voting stock in violation ofArticle 6, the relevant Network Service Provider and/or the relevantForeign Ownership Controlled Corporation, which orders must be compliedwithin a compliance period designated by the Minister (which period maynot exceed six months from such issuance).
(3) The relevant Network Service Provider may refuse to register the shares of its voting stock owned or acquired in excess of thelimitations set forth in Article 6.
A new Article 7-2 shall be inserted as follows:
Article 7-2. Imposition of Monetary Penalty
(1) The Minister of Information and Communication may impose a monetarypenalty on persons who received a corrective order in accordance withArticle 6-2, Paragraph (5) or Article 7, Paragraph (2) and does notcomply 
 

 

  with such corrective order within the designated complianceperiod; provided, that such monetary penalty shall not exceed 0.3%of the acquisition cost of the shares owned in violation thereof,and that in the case of a corrective order not related to shareownership, such monetary penalty shall not exceed Won 100,000,000.
(2) The monetary penalty in Paragraph (1) above shall be imposed withinthirty days of the expiration of the designated compliance period andshall be applied from the date on which the designated complianceperiod expired to the date of compliance with the corrective order.
(3) Imposition of a monetary penalty under this Article 7-2 shall be incompliance with Article 37-2, Paragraph (4).
(4) The specifics of the imposition, payment and refund of a monetarypenalty under this Article 7-2 shall be set forth in one or morePresidential Decrees.
In Article 13, Paragraph (1), “those who wish to merge with a Network ServiceProvider” shall be revised to “those who wish to merge with a Network ServiceProvider or a Network Service Provider with a license to providetelecommunications services who wishes to sell telecommunications linefacilities needed to provide telecommunications services.”
In Chapter 4, new Article 38-5 and Article 38-6 shall be inserted as follows:
Article 38-5. Limitations on Cross Holdings
(1) In two or more Network Service Providers falling under Article 34,Paragraph (3), Item (a) or Item (b) cross-hold more than 5% of thevoting stock in one another, such Network Service Providers may notexercise voting rights attaching to the voting stock owned in excess of5%.
(2) Paragraph (1) above is not applicable where a Network ServiceProvider is established by another Network Service Provider as itslargest shareholder.
Article 38-6. Provision of Directory Service
 

 

(1) A Network Service Provider shall provide, after obtaining theUsers’ consent, a directory service through voice, publication or theInternet (hereinafter referred to as a “Directory Service”); provided,however, that small businesses designated as such by the Minister ofInformation and Communication shall be exempt from this requirement.
(2) The specifics of the provision of a Directory Service shall be setforth in one or more Decrees of the Minister of Information andCommunication.
In Article 62, Paragraph (2), the words “When requested by the Minister ofInformation and Communication,” shall be deleted.
In Article 72, Item (a), “Article 7, Paragraph (2)” shall be replaced by“Article 6-3, Paragraph (5) or Article 7, Paragraph (2).”
Article 78, Paragraph (1), Item (a) and Item (b) shall moved as Item (b) andItem (c), respectively, and Item (a) shall be inserted as follows:
(a) Those who fail to file a report as set forth in Article6-3, Paragraph (2) or comply with a request or subpoena as setforth in Article 6-4, Paragraph (3) or Paragraph (4);
**ADDENDA**
(1) Date of Enforcement. This amendment shall be enforced followingthe expiration of a two-month period from the date of its promulgation,except that Article 38-6 shall be enforced following the expiration ofa two-year period from the date of its promulgation.
(2) Public Interest Review: No Retroactive Reviews. Article 6-3 shallnot apply to actions taken prior to the date of this amendment.