LICENSE
      AGREEMENT ON

    PANG
      PANG TERRIBLE

    


    


    


    


    


    2007.
      02. 23

    


    


    JOYTOTO
      CO., Ltd.

    JOYTOTO
      AMERICA, INC.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    This
      is a
      license agreement on Licensor’s Casual Game, Pang Pang Terrible(herein after
“Pang Pang Terrible”), where this agreement is entered between JOYTOTO CO.,
      LTD., the Licensor, a KOREAN company organized and existing under the laws
      of
      the Republic of Korea, having its principal office at 3FL. sungwoo Bldg, 717-3
      SooSeo-dong, Kangnam-Gu, Seoul, Korea 135-220, and JOYTOTO AMERICA, INC., the
      Licensee, a American company organized and existing under the laws of USA,
      having its principal office at 3000 Scott Blvd, Suite #201 Santa Clara CA
      95054.

    


    ---MEMO---

     

    
      
        	
                1.
                  

              	
                Material:
                  

              	
                Pang
                  Pang Terrible

              
	
                2.
                  

              	
                Condition:

              	
                Exclusive
                  THREE (3) Year License Agreement on Signing

              
	
                3.
                  

              	
                Amount:
                  

              	
                FOUR
                  HUNDRED THOUSAND US DOLLARS (US$400,000)

              
	
                4.
                  

              	
                Revenue
                  Share:

              	
                30%
                  of net sales

              
	
                5.
                  

              	
                Install
                  Location: 

              	
                USA

              


      

    

    


    


    2007.01.26

     

    


    JOYTOTO
      CO., LTD.

    3FL.
      sungwoo Bldg, 717-3 SooSeo-dong, Kangnam-Gu, Seoul, Korea
      135-220

    Signature:
      ___________________________

    Company
      Representative: Cho, Seong Sam

    Country:
      REPUBLIC OF KOREA

    


    JOYTOTO
      AMERICA,INC.

    3000
      Scott Blvd, Suite #201 Santa Clara CA 95054

    Signature:
      ___________________________

    Company
      Representative: James Lee 

    Country:
      United Sates of America


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    -
      Section 1 General Terms -

     

    RECITALS

    


    Whereas,
      Licensor possesses rights to a certain Game Title, which it refers to as “Pang
      Pang Terrible”; and the Licensor should have the ownership of such software or
      have the right to sub-license. Whereas, Licensee desires to license such certain
      Game Title for operating online game service in the Territory and Licensor
      is
      willing to grant to Licensee an exclusive license for such purposes on the
      terms
      and conditions set forth herein.

    


    NOW
      THEREFORE, in consideration of the mutual covenants contained herein and other
      good and valuable consideration, the parties hereto hereby agree as
      follows:

    


    Clause
      1 (Purpose)

    The
      following agreement is to provide and supply Game from the Licensor to the
      Licensee where Licensor possesses the rights to Pang Pang Terrible. The purpose
      of the agreement herein is to specify responsibilities, rights, and the specific
      license terms and conditions for both participating parties.

    


    Clause
      2 (Cooperation)

    Licensor
      and Licensee will cooperate and aid each other to mutually benefit in good
      faith
      and sincerity with regards to the Beta Service & Commercial Service of
      Game mentioned
      herein.

    


    Clause
      3 (Agreement Territory)

    The
      Agreement Territory for the servicing of Game received
      by Licensee and provided by Licensor shall be within the boundaries of the
      USA.


    


    Clause
      4 (Definitions)

    In
      this
      Agreement, otherwise stated elsewhere, all definitions of the terms used in
      this
      Agreement are as follows.

    
      	1.	
              “Licensor”
                represents JOYTOTO CO., LTD. who has the rights of Pang Pang Terrible,
                where the Licensor shall supply Pang Pang Terrible for the
                Licensee.

            


    

    
      	2.	
              “Licensee”
                represents JOYTOTO AMERICA, INC. where Licensee acknowledges the
                right to
                service Pang Pang Terrible within the Agreement
                Territory.

            


    

    
      	3.	
              “Game
                Title” represents one CASUAL game, Pang Pang Terrible, which the Licensor
                has developed or possesses the rights to (hereinafter “Pang Pang
                Terrible”)

            


    

    
      	4.	
              “Server
                Software” represents the program which manages the Client Software which
                is the platform of the game title

            


    

    
      	5.	
              “Client
                Software” represents game title programs which connects the server
                software and the users by creating a servicing environment (hereinafter
                “Client Software”).

            


    

    
      	6.	
              “Agreement
                Territory” represents the Territory which Licensor approves the Licensee
                to service Game where the boundary of this Territory is limited to
                the
                region of USA (hereinafter “Agreement Territory”).
                

            


    

    
      	7.	
              “Service”
                represents the Licensee servicing Game to the general public within
                the
                agreement Territory with marketing, advertisement, free services,
                and pay
                services, where the Licensor has provided and granted the servicing
                rights
                of Pang Pang Terrible in the Agreement
                Territory.

            


    

    
      	8.	
              “Localization”
                means that the Game Title shall be translated into the language which
                is
                used in the Agreement Territory for servicing purpose, and some materials
                shall be adjusted accordingly, considering the culture differences
                of the
                servicing territory, also, in addition to any technical support that
                is
                needed by the servicing party shall be
                provided.

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
      	9.	
              “Web
                Page Operation” represents the visual operation of each web page, which
                includes the program coding and the graphic design process (hereinafter
                “Web Page Operation”)

            


    

    
      	10.	
              “User”
                means the end-users who will connect to the Server Software through
                the
                internet to play “Pang Pang Terrible” in the Territory and is consisted of
                “Free Users” and “Pay Users”

            


    

    
      	11.	
              “Free
                Service” means the test purposed service operation before the Pay Service
                Date.

            


    

    
      	12.	
              “Pay
                Users” consists of all users using the game service and paying a fee to
                use such services provided by Pang Pang
                Terrible.

            


    

    
      	13.	
              “Users
                DB” consists of all specific user information obtained by registered
                users
                and the Log Data created from the using Pang Pang
                Terrible.

            


    

    
      	14.	
              “Open
                Beta Service Date” means the date when Pang Pang Terrible test services
                including advertisement will be launched to serve the general
                public.

            


    

    
      	15.	
              “Pay
                Service Date” represents the date when the Pay Service is commenced to
                serve the general public after the Service Date of Pang Pang Terrible
                within the agreement Territory.

            


    

    
      	16.	
              “Maintenance
                & Repair” represents general updates and patches with regards to the
                maintenance of Game after the Service Date. Licensor shall provide
                Maintenance and Repair orientation for the employee’s of the Licensee so
                that Licensee may provide basic maintenance for Game itself. The
                training
                for the Maintenance & Repair shall be conducted before the Open Beta
                Service Date. The main responsibility for the Maintenance & Repair for
                the game title serviced within the agreement Territory shall be
                responsible by the maintenance & repair personnel working for the
                Licensee who will be trained by the Licensor, and the Licensor shall
                provide problem solving support by any mode or technical support
                via
                email. The obligation of the Maintenance & Repair by the Licensor is
                limited to and will not exceed the boundaries of the initial contents
                provided by the Licensor for the
                Licensee.

            


    

    
      	17.	
              “Licensed
                Materials” represents the graphic materials and introduction documents of
                Game which are to be used for advertising and marketing of the game
                title,
                where such materials are authorized for use by the Licensor and provided
                to the Licensee.

            


    

    
      	18.	
              “Licensed
                Programs” represents
                the game title and server & client software for the which are granted
                for servicing purposes to the Licensee by the Licensor, where the
                Licensee
                may only use these programs for the sole purpose of servicing
                Game.

            


    

    
      	19.	
              “Royalty”
                represents the receivable royalty payments from the Licensee to the
                Licensor in order to compensate for the Maintenance & Repairs services
                provided by the Licensor during the agreement
                period.

            


    

    
      	20.	
              “Gross
                Sales” represents the aggregate total sales generated by Pang Pang
                Terrible which is provided by the Licensor for the
                Licensee.

            


    

    
      	21.	
              “Net
                Sales” represents the total sales amount which billings & service fees
                (15% fixed rate of Gross Sales amount) are subtracted from Gross
                Sales.

            


    

    
      	22.	
              “Secondary
                Copyright Proprietorship” represents all copyright ownership of Game that
                have been modified which are derivations of the original game title
                provided by the Licensor to the
                Licensee.

            


    

    
      	27.	
              “Trademark
                Rights” represents rights of the Game for Korean, and English name and/or
                title including but not limited to writings.


            


    

    
      	28.	
              “Character”
                represents the graphic avatar represented in Pang Pang
                Terrible.

            


    

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    -
      Section 2 Grant of License -

     

    Clause
      5 (Grant of License)

    The
      Licensor hereby grants the Licensee an exclusive license to use Game, the server
      software, the client software, and additional programs and trademarks related
      to
      Game for THREE (3) Years after signing the Contract Agreement
      herein.

    


    Clause
      6 (Trademarks)

    
      	1.	
              The
                Licensee is granted by the Licensor to advertise and promote Game
                by using
                the service mark, trademark, logo, slogan, characters, and any other
                additional implied trademarks.

            


    

    
      	2.	
              Trademark
                registration of Game or regarding any localized version of Game and/or
                derivative version of Game shall be registered in the Licensor’s name
                where the Licensee shall provide necessary help in obtaining such
                trademarks. If Game or such derivative version of the game title
                has been
                registered in the English Language, the trademarks shall be solely
                owned
                by the Licensor. However, the Licensee may use the registered trademarks
                and the domain freely during the duration of the Agreement
                period.

            


    

    


    Clause
      7 (Production of Copies)

    
      	1.	
              The
                Licensee may not produce or reproduce copies of the server software,
                Administration manuals, master CDs and etc that are directly or indirectly
                related to the Game. The Licensee may not make any copies of the
                Licensor’s tangible and intangible intellectual properties and/or
                assets.

            


    

    
      	2.	
              If
                such copies of related materials are needed, the Licensee may only
                obtain
                through the consent of the Licensor in written notice. All related
                materials are considered secret where no material shall be given
                to any
                other 3rd
                party.

            


    

    
      	3.	
              If
                the above clause 7.1 and/or clause 7.2 are in breach, the Licensee
                is held
                responsible for the damages where the Licensor may terminated the
                Agreement herein immediately without notice to the pursuant
                party.

            


    

    
      	4.	
              The
                distribution of the client software for marketing purposes is allowed,
                however; additional materials for the use of marketing Game in the
                agreement territory shall be aggressively supported by the Licensor.
                Moreover, such created marketing materials by the Licensee shall
                be sent
                to the Licensor for confirmation
                purposes.

            


    

    


    Clause
      8 (Grant of Reuse)

    The
      Licensee may not reveal any information of the contract agreement herein and
      may
      not transfer the rights to use the trademarks to any other 3rd
      party.
      If the Licensee is in breach of such clause then the Licensee is held
      responsible for the damages where the Licensor may terminated the Agreement
      herein immediately without notice to the pursuant party. 

    


    Clause
      9 (License Territory, License Type, License Period)

    
      	1.	
              The
                license that are granted by the Licensor to the Licensee is as
                follows.

            


    

    


    
      	
            	A.	
              License
                Territory: USA

            


    

    
      	
            	B.	
              License
                Type: Exclusive Usage License

            


    

    
      	
            	C.	
              License
                Period: THREE (3) Years from commercial service
                date

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    -
      Section 3 Payment Details -

     

    Clause
      10 (Agreement Amount & Payment Period)

    
      	1.	
              The
                Installation Fee of Pang Pang Terrible in the agreement territory
                is FOUR
                HUNDRED THOUSAND US DOLLARS
                (US$400,000)

            


    

    
      	2.	
              The
                payment shall be provided to the Licensor in the following manner:
                FOUR
                HUNDRED THOUSAND US Dollars (US$ 400,000) is due and shall be
                wire-transferred to the Licensor’s designated account within 30 days after
                contract signing.

            


    

     

    Clause
      11 (Royalty, Payment & Billing Method)

    
      	1.	
              Royalty
                Fee is a compensation for the continuous support by the Licensor
                which is
                excluded from the installation fee of Game. This payment consists
                of the
                30% of the Net Sales earned by the licensee from servicing Game in
                the
                Agreement Territory by charging the Pay Users, where this Royalty
                Fee
                shall be paid by the Licensee to the Licensor during the entire Agreement
                Period

            


    

    
      	2.	
              The
                Licensee shall settle Royalty accounts and notify the Licensor of
                the
                amount of Royalty paid; this information will be sent to the Licensor
                by
                facsimile or by email on the last day of each 1 months. Royalty fee
                shall
                be paid every 1 month and if the last date of a certain month is
                considered a national holiday or is a non-business day, then notification
                and the settlement of account shall be made on the following day.
                The
                Licensee agrees to pay the royalties to the designated bank account
                by the
                Licensor within 3 month from its original revenue generation
                date.

            


    

    
      	3.	
              In
                order to fully verify the exact amount, the Licensor shall be granted
                rights for the use of the Billing DB account of the Pang Pang
                Terrible.

            


    

    


    Clause
      12 (Compensation for Delay of Payment)

    
      	1.	
              If
                the Licensee fails to make payments regarding the payment schedule
                and
                amount set forth in clause 10 and 11 herein, the Agreement shall
                be
                terminated immediately. Starting from the following day until the
                actual
                payment date, the Licensee will compensate the Licensor according
                to any
                Korean law (18% annual interest rate) applicable to such compensation
                for
                delay of payment

            


    

    
      	2.	
              If
                the delay of payment exceeds a period of sixty (60) days, the contract
                agreement may be terminated by the Licensor without
                notice.

            


    

    


    Clause
      13 (Payment Transfer)

    
      	1.	
              All
                payments and wire transfers shall be done in American Dollars to
                the
                designated bank account by the
                Licensor.

            


    

    
      	2.	
              Licensor
                shall send out the original copy of detailed invoice and Bank Information
                each month to the Licensee via postal
                service.

            


    

    


    Clause
      14 (Applicable Taxes)

    
      	
              1.

            	
              All
                payments made by the Licensee to the Licensor including installation
                and
                the Royalty fees do not include any taxes. The Licensor is not responsible
                for any charges or taxes that may applicable to any payment from
                the
                Licensee, including but not limited to sales, use, property, license,
                value-added, franchise, income, withholding or similar taxes, customs
                or
                other import duties other than taxes imposed on the payment to the
                Licensor by Korean government based on Licensor’s net income. When such
                tax payments have been paid by the Licensee, Licensee agrees to send
                the
                official tax receipt(s) to the Licensor
                promptly.

            


    

    
      	2.	
              The
                Licensee hereby agrees to be responsible of all costs and necessary
                actions needed to satisfy the Licensor’s demands on applicable usage fees,
                payments, and transfers, also including registering related materials
                set
                forth in this agreement. Both parties, the Licensee and the Licensor,
                shall be liable for the cost of sending required notifications, reporting
                and submitting of related materials to the pursuant
                party.

            


    

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    -
      Section 4 Reporting & Record Inspection -

     

    Clause
      15 (Reporting Responsibilities & Preservation)

    
      	1.	
              When
                the Licensee makes Royalty payments for the Licensor, the Licensee
                is
                required to supply finance documents stating Gross Sales calculations
                of
                Pang Pang Terrible as well as service & server management
                details.

            


    

    
      	2.	
              Also,
                the Licensee is responsible to keep and record all Royalty payments
                made
                for the Licensor.

            


    

    
      	3.	
              The
                Licensee will supply the Licensor with a User DB and Billing DB account
                where there is information on usage time and added costs, and all
                other
                calculations of royalty payment for each
                month.

            


    

    
      	4.	
              The
                Licensee shall notify the Licensor immediately in case there is any
                change
                in the server installment location or the number of
                servers.

            


    

    


    Clause
      16 (Inspection)

    
      	1.	
              The
                Licensor retains the right to conduct an audit or hold an actual
                inspection, if required, regarding the Gross Sales which consists
                of the
                servicing of Pang Pang Terrible in order to verify and confirm the
                details
                of the server management and financial documents provided to the
                Licensor
                by the Licensee.

            


    

    
      	2.	
              If
                the results obtained by the Licensor during such inspection are confirmed
                to be different from the truth then the Licensor may demand such
                damage
                compensation from the Licensee. Regarding clause 16.1, if such difference
                in information provided originally by the Licensee for the Licensor
                is
                less than 3% from the original information provided, then all costs
                for
                such an inspection shall be responsible by the Licensor. Moreover,
                if such
                difference in information provided originally by the Licensee for
                the
                Licensor is more than 3% compared to the original information provided
                by
                the Licensee, then all costs for such an inspection shall be responsible
                by the Licensee. 

            


    

     

     

    -
      Section 5 Delivery & Receipt of Materials -

     

    Clause
      17 (Method of Delivery)

    
      	1.	
              The
                Licensor shall install Pang Pang Terrible in the agreement territory
                with
                the assistance of the Licensee. 

            


    

    
      	2.	
              The
                Licensor shall install Pang Pang Terrible including server numbers
                and
                hardware devices in Korea and Licensee move these items to the USA
                for
                service operation.

            


    

    


    Clause
      18 (Costs)

    
      	1.	
              The
                Licensor shall responsible for the development of
                localization

            


    

    
      	2.	
              The
                Licensee will provide all necessary cost and fees when Licensor’s
                employees need to travel to Licensee’s region for any
                support.

            


    

     

     

    -
      Section 6 Technical Support & Training -

    


    Clause
      19 (Maintenance & Upgrade)

    
      	1.	
              The
                maintenance and repair period of the game title by the Licensor is
                THREE
                (3) years.

            


    

    
      	2.	
              The
                Licensor shall immediately act to maintain and repair the server
                software
                and client software with regards to the individual contracts during
                the
                duration of the contract.

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    
 

    Clause
      20 (Hacking)

    
      	1.	
              The
                Licensee shall protect and prevent the hacking of the service of
                Game
                provided by the Licensor in the best possible way
                known.

            


    

    
      	2.	
              The
                Licensee shall notify the Licensor immediately in finding any such
                hacking
                incidents and specific outcomes of such hacking incidents by using
                Fax or
                electronic mail (e-mail).

            


    

    
      	3.	
              Licensor
                shall undertake the necessary technical support and updates to
                troubleshoot such hacking
                activities.

            


    

    
      	4.	
              The
                Licensee shall always be aware of such hacking intrusions where the
                Licensee is responsible for such hacking intrusions if and when it
                occurs.

            


    

    
      	5.	
              The
                Licensor shall take extra care to observing the Hacking Quarantine
                Filtering and Patch Programs. The Licensor shall also analyze various
                Log
                Records of Game to confirm no issues would
                arise.

            


    

    
      	6.	
              If
                there are hacking issues due to a fatal error of the game software,
                resolving such issues shall be mutually agreed by both participating
                parties at a later time. 

            


    

    
      	7.	
              The
                Licensee shall be aware of and prevent any in-house personnel hacking
                in
                the agreement territory regarding the game title which the Licensor
                has
                provided. If there are any losses and damages made by such hacking
                intrusions, all responsibilities of losses are borne by the Licensee.
                

            


    

     

     

    -
      Section 7 Rights & Responsibilities of Licensor and Licensee
      -

    


    Clause
      21 (Licensee’s Rights and Responsibilities)

    
      	1.	
              “The
                Licensee may not make copies or derivative copies of Game. The Licensee
                may not supply tangible or intangible properties with regards to
                Game or
                any intellectual properties of Game to any third party without the
                written
                consent of the Licensor. The distribution of the client software
                for
                marketing purposes is allowed, however; additional materials for
                the use
                of marketing Game in the agreement territory shall be supported
                aggressively by the Licensor. Moreover, such created marketing materials
                by the Licensee shall be sent to the Licensor for confirmation
                purposes.

            


    

    
      	2.	
              The
                Licensee shall decide the number of servers and its location within
                the
                agreement territory. The Licensee will also provide at their own
                expense
                the cost and expenses for server hardware equipment, Internet broadband,
                and appropriate network equipment for the purpose of servicing in
                the
                Agreement Territory.

            


    

    
      
        
          	3.	
                  The
                    Licensee shall bear all costs regarding marketing costs, operate
                    and
                    maintain management, servicing, customer support via telephone
                    or internet
                    homepage and manage payments received in regards to the servicing
                    of
                    Game.

                


        

      

    

    
      
        
          	
                  4.

                	
                  Web
                    page construction and additional web construction work shall
                    be done by
                    the Licensee.

                


        

      

    

    
      
        
          
            
              	
                      5.

                    	
                      The
                        Licensee agrees to create, operate and manage a team at their
                        offices,
                        solely for the purpose of the success of Game, and such a
                        team shall be
                        created after this Agreement is signed between the Licensee
                        and the
                        Licensor.

                    


            

          

        

      

    

    
      
        
          	
                  6.

                	
                  The
                    Licensee shall bear all costs regarding hardware and software
                    for the
                    service of Game.

                


        

      

    

    


    Clause
      22 (Licensor’s Rights and Responsibilities)

    
      	1.	
              The
                Licensor shall provide technical support for the Licensee during
                the
                duration of the contract agreement with regards to the servicing
                of Game.
                Technical support shall be conducted but not limited in using electronic
                mail (e-mail), Fax and provide engineers to
                licensee.

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
      	2.	
              Any
                additional supply of game titles to the Licensee by the Licensor
                after the
                successful installation of Game in the agreement territory, individual
                contracts shall be made where the game title is to be provided after
                such
                negotiated compensation. 

            


    

    
      	3.	
              The
                Licensor has no responsibility to any mistakes made by the Licensee
                and
                the Licensor shall not be responsible in any
                way.

            


    

    
      	4.	
              The
                Licensor is responsible for all outcomes created by any problems
                of the
                provided game title, Pang Terrible. However, the Licensor is not
                responsible for any losses caused by any natural disasters in the
                agreement territory and the Licensor does not have responsibility
                over
                outcomes of any criminal related activity made by users using Pang
                Pang
                Terrible service in the Agreement
                Territory.

            


    

    
      	5.	
              Localization
                work shall be done by the Licensor where all translation of applicable
                documents including but not limited to in-game texts and image files
                are
                responsible by the Licensee. The Localization process shall be done
                in one
                language format, which is English.

            


    

     

     

    -
      Section 8 Intellectual Property & Rights Reserved -

    


    Clause
      23 (Possession of Intellectual Property)

    
      	1.	
              All
                intellectual properties related to Pang Pang Terrible are owned by
                the
                Licensor, where applicable copyright laws of the agreement territory
                as
                well as copyright laws of Korea (ROK) protects these rights of the
                Licensor.

            


    

    
      	2.	
              The
                Licensee granted by the Licensor to advertise and promote Pang Pang
                Terrible using the characters, graphics, and/or logos which the Licensor
                has the possession for; however, adjustments of such characters,
                graphics,
                and/or logos cannot be made without written consent by the Licensor
                and
                such materials cannot be assigned, transferred, nor supplied to another
                third party.

            


    

    
      	3.	
              All
                License Ownership on any derivations of Game which may be included
                in the
                2nd
                Copyright Proprietorship created during the localization procedure
                from
                the game title provided by the Licensor to the Licensee shall be
                held by
                the Licensor.

            


    

    
      	4.	
              The
                Licensor and the Licensee shall both have ownership over the User
                DB of
                Pang Pang Terrible.

            


    

    
      	5.	
              The
                Licensee is obligated to notify the Licensor immediately, if there
                is any
                dispute between the Licensee and a third party regarding the Intellectual
                Rights and Ownership of Pang Pang Terrible which the Licensor agrees
                to
                provide to the Licensee in the Agreement herein. And if such arguments
                of
                ownership of rights occur, the Licensee and the Licensor shall help
                each
                other in every way to resolve such matters
                together.

            


    

    
      	6.	
              The
                Licensor shall be responsible for any damages incurred to the Licensee
                when the Game Title which the Licensor provides to the Licensee conflicts
                with another third party’s Intellectual Rights & Ownership, as long as
                the Licensee notifies the Licensor as soon as the Licensee learns
                of such
                facts. However, if the Licensee reacts to such arguments of another
                third
                party and takes its own actions, any damages created through those
                actions
                taken shall not be a burden for the Licensor and the Licensor shall
                not be
                responsible of the outcomes.

            


    

    
      	7.	
              If
                the Licensee faces any dispute in the Agreement Territory by another
                third
                party intruding with the Intellectual Rights and Ownership of Game
                which
                the Licensor agrees to provide to the Licensee, then the Licensee
                shall
                confront the third party in co-operation with the Licensor and provide
                active support and effort of counter measures and the Licensor may
                to
                propose to the Licensee to neutralize such legal
                lawsuit.

            


    

    
      	8.	
              The
                Licensee shall be responsible of any issues or losses created by
                any
                leakage of information and/or materials of Game which the Licensor
                has
                provided to the Licensee.

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    Clause
      25 (Guarantee)

    
      	1.	
              The
                Pang Pang Terrible provided by the Licensor for the Licensee guarantees
                that such game title is the exact same title which is serviced with
                Korea
                (ROK).

            


    

    
      	2.	
              During
                the term of the agreement, the Licensor shall be responsible for
                all
                defective materials with regards to Game and/or the
                software.

            


    

    
      	3.	
              The
                Licensor shall not be responsible of any damage outcomes through
                the
                misuse by the Licensee.

            


    

     

     

    -
      Section 9 Obligation of Secrecy & Limit of Responsibilities
      -

     

    Clause
      25 (Obligation of Secrecy)

    
      	1.	
              The
                Licensor and the Licensee shall not use any of the direct information
                or
                collateral information obtained through this Agreement regarding the other
                pursuant company except for the purpose of this contract Agreement.
                Confidential information can only be disclosed when the pursuant
                party,
                the Licensor and the Licensee, provides a written agreement of consent
                or
                a written notice regarding such
                actions.

            


    

    
      	2.	
              The
                above clause 26.1 of this Agreement shall survive the termination
                of this
                contract Agreement.

            


    

     

     

    -
      Section 10 Extension & Termination of the Agreement -

     

    Clause
      26 (Extension of the Agreement / End & Termination of
      Agreement)

    
      	1.	
              Both
                companies have the option to notify the pursuant party THIRTY (30)
                days
                prior to the conclusion of this Agreement in order to conclude this
                contract Agreement. If the notification of conclusion is not given
                to a
                pursuant party, then the Agreement Period is automatically extended
                for
                ONE (1) additional year.

            


    

    
      	2.	
              If
                the Licensee or the Licensor has made a direct violation to any of
                the
                details of this contract Agreement, and the pursuant party clearly
                stated
                such violations to be corrected where such notification shall be
                given as
                a written notice; however, if the violating party does not correct
                the
                violating acts as requested within NINETY (90) days of the initial
                written
                notification of the correction of violation, this contract Agreement
                shall
                be terminated immediately. 

            


    

    
      	3.	
              If
                the Licensee fails to compensate the Licensor with the payments of
                Installation Fee and/or the Running Royalty payments, there will
                be an
                annual interest of 18% levied on the payment amount with regards
                to each
                extended day from the past payment date. If the late payment exceeds
                a
                period of SIXTY (60) days, the contract agreement shall be automatically
                terminated and the Licensee shall be responsible for such agreement
                termination and be responsible for the damage compensation plan stated
                in
                clause 36 of this agreement.

            


    

    
      	4.	
              If
                any of the following occurs to the pursuant party of this contract
                agreement, the agreement shall be terminated without any
                notice.

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
      	
            	A.	
              Disorganization,
                Bankruptcy, or unable to make
                payments.

            


    

    
      	
            	B.	
              The
                Licensee or the Licensor made a direct violation to any of the details
                of
                this contract Agreement, and the pursuant party clearly stated such
                violations to be corrected; however, if the violating party does
                not
                correct the violating acts as requested within THREE (3) months of
                the
                initial notification of the correction of violation, this contract
                Agreement may be terminated.

            


    

    
      	
            	C.	
              Reasons
                of legal bankruptcy or unable to make payments have been due for
                over
                NINTY (90) days and such reasons have not been dismissedôthis
                contract agreement may be
                terminated.

            


    

    
      	
            	D.	
              If
                in any case, the pursuant party has broken any of the International
                Business laws, defy the public morals, or defy social morals and
                customs,
                and it has been concluded that the pursuant party have caused unbearable
                damages to the other pursuant party, this contract Agreement may
                be
                terminated.

            


    

    


    Clause
      27 (Force Majeure)

    
      	
              1.

            	
              Both
                parties shall be excused from each other’s responsibilities of performance
                hereunder to the extent that performance is prevented, delayed, or
                obstructed by causes beyond its reasonable control. Such incidents
                include
                but not limited to Acts of God (fire, storm, floods, earthquakes,
                etc.),
                civil disturbances, disruption of telecommunications, and power loss
                or
                other essential services (Force Majeure) which prevents the effected
                party
                to operate, manage, and conduct their duly businesses as stated herein
                this Agreement.

            


    

    
      	
              2.

            	
              Regarding
                clause 28.1 of this Agreement, if the signed agreement cannot be
                practiced
                as a whole or partially, this Agreement shall not hold, as a whole
                or
                partially, in the sections in the Agreement where it cannot be put
                into
                practice.

            


    

    


    Clause
      28 (Effects of Termination of the Agreement)

    1.
      In any
      case, after the end of the agreement duration, the Licensee may not use any
      copyright materials and/or logos of the Licensor.

    2.
      If the
      contract Agreement has been terminated due to the breach of agreement terms
      by
      the Licensee, the Licensee may not use any of the technical information provided
      to the Licensee in relation to Game and the following also holds
      true.

    


    
      	
            	A.	
              Grant
                of license shall halt

            


    

    
      	
            	B.	
              Use
                of copyrights, displays and logos shall
                halt

            


    

    
      	
            	C.	
              Use
                of technical information shall halt and copies & originals shall be
                returned

            


    

    
      	
            	D.	
              All
                erected financial obligations (Technical Fees and etc) are due
                immediately

            


    

    
      	
            	E.	
              Use
                of Secondary Copyright Proprietorship shall
                halt

            


    

    
      	
            	F.	
              Use
                of domain, name, and titles in USA shall
                halt

            


    

    
 

    -
      Section 11 Solving Disputes -

     

    Clause
      29 (Arbitration)

    All
      disputes, controversies or differences which may arise between the parties
      out
      of or in relation to or in connection with this Agreement, or for the breach
      thereof, shall be finally settled by arbitration in Korea in accordance with
      the
      Commercial Arbitration Rules of the Korean Commercial Arbitration Board and
      under the laws of Republic of Korea. The award rendered by the arbitrator(s)
      shall be final and binding upon both parties concerned.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    Clause
      30 (Governing Laws)

    The
      construction, validity, performance and effect of this Agreement shall be
      governed by the laws of the Republic of Korea.

    


    Clause
      31 (Justice Jurisdiction)

    All
      claims related to the agreement herein, the participating parties may not be
      cancel such claims in any case.

    


    
      	1.	
              If
                the agreement is stated to be under applicable laws of Republic of
                Korea,
                all lawsuits shall be presented to the court of Republic of
                Korea.

            


    

    
      	2.	
              Pursuant
                parties waiver the following rights to make any complaint regarding
                the
                court location on the lawsuit claimed by either pursuant parties,
                the
                assertion of the court proceeding are held at a non-suitable location,
                moreover, waiver of any claims that questions the justice jurisdiction
                and
                the validity of such a court

            


    

     

     

    -
      Section 12 Other Related Categories -

     

    Clause
      32 (Entire Agreement)

    This
      agreement constitutes the entire agreement and understanding between the parties
      with respect to the subject matter contained herein. All prior negotiations,
      representations, agreements and understandings, oral or otherwise, are merged
      into this Agreement. The parties may, from time to time during the continuance
      of this Agreement, modify, vary or alter any of the provisions of this
      Agreement, but only by an instrument duly executed by authorized representatives
      of both parties hereto.

    


    Clause
      33 (Modification)

    If
      either
      party desires to modify this Agreement, the parties shall, upon reasonable
      notice of the proposed modification by the party desiring the change, confer
      in
      good faith to determine the desirability of such modification. No modification
      will be effective until a written amendment is duly signed by authorized
      representatives of both parties hereto.

    


    Clause
      34 (Succession of Agreement)

    
      	1.	
              Without
                the written consent of the Licensor, the Licensee may not wholly
                or
                partially succeed any part of this
                Agreement.

            


    

    
      	2.	
              The
                contract agreement herein holds and binds both pursuant parties where
                it
                effects the successor and assignee of the through the succession
                of the
                agreement.

            


    

    
      	3.	
              When
                the Licensee or the Licensor enter a phase where decisions need to
                be made
                regarding the issues of merging of companies, sales transference,
                or
                partial assignment of sales, and the Licensee or the Licensor is
                seen to
                have some problems, trouble, or difficulty regarding the operation
                management of Game, then both pursuant parties, the Licensee or the
                Licensor, shall notify the other pursuant party by a written
                statement.

            


    

    
      	4.	
              If
                section 35.3 becomes in practice, then the company receiving the
                succession and/or receiving the assignment of this Agreement shall
                possess
                all right and responsibilities of the Licensee and the Licensor which
                are
                stated in the contract Agreement
                herein.

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    Clause
      35 (Free Users)

    The
      Licensee may provide free services of Game for the intent of advertisement
      and
      to provide a catalyst for growth of users, however, this free service period
      may
      not exceed SIX (6) months. If the Licensee needs to extend such free servicing
      period of Game, it shall be done only when the Licensor expresses an agreement
      for such terms.

    


    Clause
      36 (Damage Compensation)

    
      	1.	
              If
                the Licensee decides to stop the servicing of Game after the services
                have
                commenced and/or decides to terminate the agreement herein without
                any
                special reasons for its actions, the Licensor may demand a settlement
                for
                the loss of business to the
                Licensee.

            


    

    
      	2.	
              The
                Licensor or the Licensee on the incident of breaking any part of
                this
                contract Agreement and/or by breaking the sincerity and trustfulness
                of
                the other pursuant of this Agreement resulting in losses and/or damages
                to
                the pursuant company, shall be punished accordingly based on the
                terms of
                the such related International laws that
                abide

            


    

    
      	3.	
              If
                the Licensee is held responsible for the following sections, 7.3,
                20.7,
                23.8, 36.1, then the Licensor shall conduct a calculation related
                to the
                capacity of such damages made by the Licensee and the Licensee must
                compensate the Licensor with a reasonable compensation fee where
                such
                amount shall be notified by the Licensor to the Licensee after the
                damage
                calculations have been finalized. Both parties shall negotiate the
                exact
                compensation amount within THIRTY (30) days of the initial notice
                by the
                Licensor regarding the compensation amount. After such damage compensation
                amount has been finalized, the Licensee shall deliver the full
                compensation payment within THIRTY (30) days where all payments must
                be
                done in Cash. If the Licensee fails to comply, then the Licensee
                shall be
                held responsible according to the international civil and penal law
                codes
                where applicable and shall be liable to pay the Licensor the total
                applicable compensation with an annual interest fee of 18% levied
                on the
                payment amount with regards to each extended day from the notification
                date by the Licensor to the Licensee.


            


    

    
      	4.	
              If
                there are fatal Errors in Game and Licensor is unable to fix these
                problems, Licensee may stop payments of Royalty to Licensor. In this
                case,
                Licensee may demand compensation from Licensor for any losses of
                income
                due to the fatal error of Game and/or additional losses incurred
                due to
                such an event. However, the compensation which Licensee demands from
                Licensor cannot exceed the amount of the Royalty paid to Licensor
                by
                Licensee for the servicing of Game during the Agreement
                period.

            


    

     

    Clause
      37 (Law Compliance)

    Both
      pursuant parties, the Licensor and the Licensee, hereto acknowledge complying
      with the laws that govern the Republic of Korea and business arbitration rules
      and regulations which the Korean Business Affairs Arbitration board
      recognizes.

    


    Clause
      38 (Severability)

    In
      the
      event one or more of the provisions of this Agreement are found to be invalid,
      illegal or unenforceable by a court with jurisdiction or by a panel of
      arbitrators, the remaining provisions shall continue in full force and
      effect.

    


    Clause
      39 (Notice)

    Both
      pursuant parties shall appoint the lead contact personnel on each side when
      signing the Agreement.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
      	1.	
              If
                any of the incidents stated in clause 40 of this Agreement occurs,
                then
                the knowledgeable party shall notify the other party of such events
                in
                written statements.

            


    

    


    
      	
            	A.	
              There
                is a change in information regarding the account holder’s name or in the
                account numbers itself

            


    

    
      	
            	B.	
              Main
                offices, Branch Offices, are newly being built, moved, or has been
                closed
                down due to strenuous reasons

            


    

    
      	
            	C.	
              There
                is a change regarding the main representative of the
                company

            


    

    
      	
            	D.	
              There
                is dramatic change in the business outlook, or there is a growing
                chance
                of something likewise will happen which threats the pursuant
                company

            


    

    


    
      	2.	
              Notification
                and other means of notices shall be done through one of the following
                methods of electronic mail (e-mail) or applicable addresses or numbers,
                and shall become effective with regards to the conditions stated
                below.

            


    

    


    
      	
            	A.	
              If
                delivery is made directly in written documents or by delivered by
                person,
                effective on the date of delivery.

            


    

    
      	
            	B.	
              If
                sent by Fax, effective on the date of delivery, depending on the
                validity
                of the readable fax material received. (Confirmation of fax material
                send
                shall be verified by the transmitting party, where such transmit
                records
                generated by Fax machines does not represent confirmation in any
                such
                case)

            


    

    
      	
            	C.	
              Postage
                mails, air mails, or registered mails shall be effective on the date
                of
                delivery of such mails or the date of such mail delivery
                attempted.

            


    

    
      	
            	D.	
              If
                sent by electronic mail (e-mail), effective on the date of email
                receipt.

            


    

    


    
      	3.	
              If
                the delivery date (or attempted delivery date) or receivable date
                is not a
                working day for the receiving party, or such delivery attempt is
                notified
                after the daily operation time period, such delivery shall be seen
                to have
                been received on the next business day where that will represent
                the
                effective date of such delivery.

            


    

    


    Clause
      40 (No Waiver)

    The
      waiver by either party of a breach or a default of any provision of this
      agreement by the other party shall not be construed as a waiver of any
      succeeding breach of the same or any other provision, nor shall any delay or
      omission on the part of either party to exercise or avail itself of any right,
      power or privilege that it has, or may have hereunder operate as a waiver of
      any
      right power or privilege by such party.

    


    Clause
      41 (Survival)

    
      	1.	
              The
                following agreement shall be effect on the date set forth
                herein.

            


    

    
      	2.	
              If
                the agreement is not terminated due to any of the presented reasons
                for
                termination, the responsibilities of the pursuant parties of the
                agreement
                shall survive the end of this
                Agreement.

            


    

    
      	3.	
              Even
                if the contract Agreement is terminated, the payment agreement and
                the
                damage compensation agreement shall survive the end of this
                Agreement.

            


    

    


    *
      In
      order to provide legal proof of this contract Agreement, there shall be two
      copies of this Agreement signed by both company representatives, where each
      copy
      shall be kept individually by both participating companies, the Licensee and
      the
      Licensor.

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    2007.02.23

    


    


    JOYTOTO
      Co., Ltd.

    3FL.
      sungwoo Bldg, 717-3 SooSeo-dong, Kangnam-Gu, Seoul, Korea
      135-220

    Signature:
      ___________________________

    Company
      Representative: Cho, Seong-Sam

    Country:
      REPUBLIC OF KOREA

     

     

    JOYTOTO
      AMERICA, INC.

    3000
      Scott Blvd. Suite #201 Santa Clara CA 95054

    Signature:
      ___________________________

    Company
      Representative: James Lee 

    Country:
      United Sates of America