exv4w81






Exhibit 4.81




First Amendment

To The Exclusive Requiem Online License and Distribution Agreement



This AMENDMENT (“Amendment”) is made and entered into on this 1st day of December,
2009 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 Requiem Online
License and Distribution Agreement (“The Agreement”) dated 21st day of February, 2008.



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. Service Sales Amount





	 	 	The Article 1.14 in the Agreement shall be deleted in its entirety, and replaced with the
following language:






	 	1.14	 	“Service Sales Amount” shall mean the amount with deduction of value added
tax(VAT) which do not exceed 10% of Gross Sales Amount, the Wholesaler-Discounts and
the commission of channelling service granted under this Agreement from Gross Sales
Amount.





2. Territory





	 	 	The Article 1.20 of The Agreement shall be amended as the following language:






	 	1.20	 	“Territory” shall mean the territory of the following North American
countries, and European countries as follows:
	 
	 	• 	 	 North American countries: United States of America and Canada
	 
	 	• 	 	 European countries: Switzerland, Norway, Denmark, Ireland, Spain, Sweden,
United Kingdom, Iceland, Finland, France, Germany, Greece, Austria, Belgium, Bulgaria,
Cyprus, Czech Republic, Hungary, Italy, Luxembourg, Malta, Netherlands, Poland,
Portugal, Romania, Slovakia, Slovenia, Albania, Andorra, Bosnia and Herzegovina,
Liechtenstein, Moldova, Monaco, Montenegro, San Marino, Serbia, Vatican City State,
Croatia, Former Yugoslav Republic of Macedonia, Turkey




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3. Royalty





	 	 	The Article 5.2 in the Agreement shall be deleted in its entirety, and replaced with the
following language:






	 	5.2	 	Upon Licensee’s receipt of Licensor’s written invoice, Licensee shall pay
to Licensor as Royalty Payments Twenty Eight percent (28%) of the Service Sales Amount
during the commercial period of this Agreement. Subject to Article 5.2, the Royalty
Payment shall be paid by Licensee on a quarterly basis within Thirty (30) days after
the end of the applicable quarter. The Royalty Payment shall be deemed made upon
presentation by Licensee of remittance confirmation or notice to Licensor of payment.
Unless Licensor actually receives the remitted amount, the Royalty Payment shall not be
deemed to have been paid. Licensee may not set-off the Royalty Payment against any
claims Licensee may have against the Licensor. 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
concerning the calculation of Service-Sales Amount for the applicable month. The
Royalty for September 2009 shall be paid to Licensor along with the royalty payment for
fourth quarter of 2009 in January 2010.





4. The Right of Channelling Service





	 	 	Licensor hereby grants to the Licensee the right to contract the channelling service company
for the Game service through channelling within the Territory.





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.





6. Mutual Consent





	 	 	If Licensor consider that other third party is more eligible than Licensee for servicing
Requiem Online game in the Territory of European countries, Licensor may immediately terminate
this Amendment upon a written notice with 30day notice prior to the termination to Licensee.
And then Licensor may enter into a license agreement with third party.




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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:  
	Toshiro Ohno
	 	 	
	Name: Yoshinori Kitamura	 	 
	 

	 	Title:
	President & CEO
	 	 	 	Title:   CEO	 
	 

	 	Date:
	 	 	 	 	 	Date: 	 	 






	 	 	 	 	 
	 	 	 
	By:  	 	 	 
	 	Name:  	Yoon Seok Kang 	 	 
	 	Title:  	CEO 	 	 
	 	Date: 








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