exv4w79





Exhibit
4.79


SECOND AMENDMENT TO




THE RAGNAROK ONLINE SOFTWARE AGREEMENT



THIS AMENDMENT was entered into on this 9th day of October, 2009 (“Effective
Date”), by Gravity Co. Ltd., a corporation duly organized and existing under the laws of the
Republic of Korea (“Korea”) and having its offices at 15F, Nuritkum Square Business Tower, 1605,
Sangam-Dong, Mapo-Gu, Seoul, Korea(“Licensor”), and Game Flier (Malaysis) SDN. BHD., a corporation
duly organized and existing under the laws of Malaysia (“Malaysia”) and having its
principle office at 3A-E, Jalan USJ 10/1A, Pusat Perniagaan USJ10, 47610 UEP Subang
Jaya, Selangor, Malaysia(“Licensee”) and Soft-World International Corporation, a corporation duly
organized and existing under the laws of Republic of China (Taiwan) and having its offices at F1.,
No 1-16 Kuo-Chien Road, Chien-Chen District, Kaohsiung 806, Taiwan, as the guarantor of financial
responsibilities to Licensor by Licensee.(“Guarantor”) Licensor and Licensee being sometimes
hereinafter referred to collectively as the “Parties”.




RECITALS



WHEREAS, the Parties has entered into EXCLUSIVE RAGNAROK ONLINE SOFTWARE LICENSE AGREEMENT on April
9th, 2006(“the Agreement”) and



WHEREAS, the Parties has entered into FIRST AMENDMENT TO THE RAGNAROK ONLINE SOFTWARE LICENSE
AGREEMENT on Oct 9th, 2007(“the Agreement”).



NOW, THEREFORE, the Parties agree as follows:




1. Extend the Term of the Agreement



The Parties agree to extend the term of the Agreement for Two (2) year (“Renewed Term”) from the
expiration date with conditions stated below in this Amendment. The Newly extended term of the
Agreement shall be from October 9th, 2009 to October 8th, 2011.




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2. Royalty



The Article 5.1 in the Agreement shall be deleted in its entirety, and replaced with the following
language:







	 	 	 	2.1   Royalty and Report

  Licensee shall pay to Licensor as Royalty Payments thirty three percent (33%) of the
Service-Sales Amount paid by End Users (“Royalty”) during the commercial period of this
Agreement. The Royalty shall be paid by Licensee on a monthly basis within twenty (20) days
after the end of the applicable month. The Royalty Payment shall be deemed to be 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 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 on the calculation of Gross-Sales Amount for the
applicable month.
	 
	 	2.2	 	Any and all payments under this Agreement by Licensee to Licensor shall be
made in US Dollars (USD) and by wire transfer to any bank account designated
by Licensor.
	 
	 	2.3	 	If any government in the Territory requires Licensee to withhold the withholding tax on
the payment to Licensor, Licensee is allowed to withhold such tax no more than (10) % from
such payments only if Licensor is entitled to receive such payments as a tax credit under
the relevant laws of Korea or any existing tax treaty between the respective countries of
operation of Licensor and Licensee. In the event that any amount is withheld for the tax
payment under this Article 2.3, Licensee shall promptly inform Licensor of such payment and
provide Licensor with a certification issued by the relevant tax authorities with respect to
the relevant payment. Any withholding tax in excess of the aforesaid limit shall be borne by
Licensee, and shall not be deducted from the actual payment amount.




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3. Billing System and Relative obligations



Licensee shall approve Licensor’s the real-time access to Licensee’s Billing system and Game
Database only for the purpose of collecting the information necessary to calculate Royalty payment
and to analysis the number of End-Users, including, but not limited to, the maximum and average of
daily concurrent End-Users and the registered number of End-Users in the Territory.




4. Other Contents



Except as hereinabove expressly agreed and amended, all of the terms and conditions of the
Agreement shall continue in full force and effect.



IN WITNESS THEREOF, the Parties have caused and executed this Amendment on the date first
above-written in duplicate originals by their duly authorized representatives as of the day and
year first above written.







	 	 	 	 	 	 	 	 	 	 	 

	Gravity Co. Ltd	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By: 

	 	 	By: 	 
	 

	 	Name:
	 	Toshiro Ohno
	 	 	 	Name:
	 	Yoon Seok Kang
	 

	 	Title:
	 	President & CEO
	 	 	 	Title:
	 	CEO
	 

	 	Date:
	 	9th October, 2009
	 	 	 	Date:
	 	9th October, 2009






	 	 	 	 	 
	Game Flier SDN. BHD.

 	 	 
	By:  	 	 	 
	 	Name:  	Jung I Lin 	 	 
	 	Title:  	CEO	 	 
	 	Date: 	 9th October, 2009	   	
	 
	Soft-World International Corporation

 	 
	By:  	 	 	 
	 	Name:  	Chin-Po Wang 	 
	 	Title:  	Chairman	 	 
	 	Date: 	 9th October, 2009	   	
	 




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