**Exhibit 4.48**AgreementThis Agreement is made and entered on 12 December 2006, by and among:1. Wretch Co. Ltd. (“Party A”), a corporation duly organized and existing under the laws of theRepublic of China, having its principal office at 2nd Floor, No. 310, Section 4,Zhongxiao East Road, Taipei City;2. Shareholders listed in Exhibit 1 (“Party A’s Shareholders”).3. Hoshin GigaMedia Center Inc. (“Party B”), a corporation duly organized and existing under thelaws of the Republic of China, having its principal office at 14th Floor, No. 122,TunHwa North Road, Taipei City;4. Koos Broadband Telecom Co., Ltd. (“Party C”), a corporation duly organized and existing underthe laws of the Republic of China, a wholly owned subsidiary of Party B, having its principaloffice at 14th Floor, No. 122, TunHwa North Road, Taipei City.Whereas, Party A and Party C executed a Strategic Alliance Cooperation Agreement on March 4, 2005(Exhibit 2, the “Cooperation Agreement”), which was expired on March 3, 2006 and neither partyrenewed the Cooperation Agreement.Whereas, Party A, Party B and Party A’s Shareholders executed a Subscription Rights Agreement onMarch 10, 2006 (Exhibit 3, the “Subscription Rights Agreement”), under which Party B agrees toprovide Party A with free internet service for 3 years. Party A and Party A’s Shareholders agreethat Party B has the right of first refusal to acquire 20% of the issued shares in Party A whenParty A conducts the first capital increment.Whereas, Party A and/or Party A’s Shareholders are engaging negotiations with a specific investor(the “Specific Investor”) for the acquisition of Party A’s shares (the “Share Acquisition”), whichmay influence Party B’s rights under the Subscription Rights Agreement. All Parties agree byexecuting this Agreement to confirm the rights and obligations in the Cooperation Agreement
 

 
and Subscription Rights Agreement.Accordingly, all Parties agree as follows:1. Expiration of Cooperation Agreement (1) Party A and Party C confirm that the Cooperation Agreement expired on March 3, 2006(the “Expiration Date”). All the rights and obligations under the Cooperation Agreementwere completely fulfilled before the Expiration Date.  (2) From the execution date of the Cooperation Agreement to December 31, 2006, Party Aagrees to pay Party C the amount of NT$1,500,000 (tax inclusive) by cash, check or wiretransfer, within 5 days after the execution date of this Agreement, for the use ofinternet bandwidth and equipment above the quota stipulated in the Cooperation Agreement.  (3) Party A and Party C agree that from the date Party A fulfills the obligationsstated in the foregoing paragraph (2), neither party shall make any request or claim tothe other party for the expiration of the Cooperation Agreement or the related matters inthe Cooperation Agreement. If Party A continues to use Party C’s internet bandwidth andequipment after January 1, 2007, both parties shall discuss and agree on the serviceterms and fees separately.2. Termination of Subscription Rights Agreement (1) Party A, Party B and Party A’s Shareholders agree that, on the condition that PartyA fulfills its obligations in paying the Indemnification to Party B in accordance withSection 3(1), the closing date of the Share Acquisition shall be the termination date ofthe Subscription Rights Agreement (the “Termination Date”). However, the termination ofSubscription Rights Agreement shall be effective prior to the closing of the ShareAcquisition. When Party A pays the Indemnification to Party B, Party B shall provideParty A and Party A’s Shareholders with a confirmation letter as the format set forth inExhibit 4 to confirm the receipt of the Indemnification and the termination of theSubscription Rights Agreement.
 

 
 (2) Party A, Party B and Party A’s Shareholders agree that after the Termination Date,all the rights and obligations in the Subscription Rights Agreement, including but notlimited to Party B’s subscription right and Party B’s other rights and interest againstParty A and Party A’s Shareholders, shall cease to be effective. None of the Parties maymake any request or claim to the other parties for the termination of the SubscriptionRights Agreement or the related matters in the Subscription Rights Agreement.3. Indemnification and Service Fee for the Above Quota Use of Internet Service (1) Party A agrees to pay by itself or make the Specific Investor pay by check or wiretransfer to Party B the following Indemnification as the condition of Party B’s consentto terminate the Subscription Rights Agreement. (i) Basic Indemnification: NT$20,000,000 (tax inclusive);  (ii) Extra Indemnification: as stated in Section 3(2). (BasicIndemnification and Extra Indemnification are collectively referred to asIndemnification) (2) The Calculation of Extra Indemnification    After execution of this Agreement, if Party A and/or Party A’s Shareholders execute anyagreement with the Specific Investor in connection with the Share Acquisition, Party Aand Party A’s Shareholders shall send a statement to Party B confirming that the pricerange of the Specific Investor’s acquisition of all the shares of Party A as soon as theclosing procedures is completed on the closing date of the Share Acquisition for thecalculation of Extra Indemnification. Party B agrees to keep the disclosed informationconfidential and execute a non-disclosure agreement (Exhibit 5), and then deliver toParty A.    If the purchase price of all the shares of Party A exceeds US$24,000,000 (if only aportion of the shares of Party A is purchased, the purchase price shall be the totalnumbers of outstanding shares of
 

 
   Party A multiplied by the purchase price for each share), Party B is entitled to thefollowing Extra Indemnification in addition to the Basic Indemnification: (i) If the purchase price exceeds US$24,000,000 but is less than or equal toUS$36,000,000, the Extra Indemnification shall be (the purchase price-US$24,000,000)*18%; or  (ii) If the purchase price exceeds US$36,000,000 but is less than or equal toUS$48,000,000, the Extra Indemnification shall be US$2,160,000 plus (the purchaseprice- US$36,000,000)*16%;  (iii) If the purchase price exceeds US$48,000,000, the Extra Indemnificationshall be US$4,080,000 plus (the purchase price- US$48,000,000)*14%If the purchase price in the agreement for the Share Acquisition is in New Taiwan Dollars, forthe purpose of the abovementioned Extra Indemnification, Party A, Party A’s Shareholders, andParty B agree that the exchange rate shall be the average of closing spot buying and sellingrates published by the Bank of Taiwan as of the closing date of the Share Acquisition.If the Specific Investor carries out the Share Acquisition by subscription of new shares orshare swap, the purchase price shall be the subscription price of each new share or the fairmarket value of each of the swapped share multiplied by the total numbers of outstanding shares of Party A. If the Specific Investor carries out the Share Acquisition by purchase of shares, the purchase price shall be the price for filing of securities transaction tax. PartyA and Party A’s Shareholders jointly guarantee that they will not make any arrangement tolower the purchase price paid by the Specific Investor.Party A understands that Party B’s consent to the calculation of Extra Indemnification isbased on its reliance on the financial reports provided by Party A up to September 30, 2006(Exhibit 6). Party A and Party A’s Shareholders guarantee that the contents of the financialreports reflect
 

 
the real financial status of Party A, and there is no hidden, untrue, or misleading facts. (3) From the execution date of the Subscription Rights Agreement to December 31, 2006,Party A agrees to pay Party B the amount of NT$1,500,000 (tax inclusive) by cash, checkor wire transfer, within 5 days after the execution date of this Agreement, for the useof internet bandwidth and equipment above the quota stipulated in the Subscription RightsAgreement. If Party A continues to use Party B’s internet bandwidth and equipment afterJanuary 1, 2007, both parties shall discuss and agree on the service terms and feesseparately.4. The Liabilities of Party A and Party A’s Shareholders   Party B and Party C agree that if there is any dispute or lawsuit with Party B or Party C dueto the reason which attribute to Party A and/or Party A’s Shareholders, Party A agrees todefend for Party A’s Shareholders and bear all the legal liabilities and costs. However, beforeall the obligations in this Agreement is fulfilled by Party A for itself or for Party A’sShareholders, the obligations and liabilities of Party A’s Shareholders shall not be released,and Party B or Party C reserves the rights to claim or sue Party A and/or Party A’sShareholders. 5. Confidentiality   All Parties agree that except Party A and Party A’s Shareholders may disclose this Agreementand the contents to the Specific Investor, other Parties shall strictly keep in confidentialall contents and discussion process of this Agreement. None of the Parties may disclose to anythird party, without the other Parties’ prior written approval, the contents and the provisionsof this Agreement, except the following situations: (1) The disclosure to a Party’s individually appointed attorneys, accountants or seniormanagers within the most conservative and necessary scope for the purpose of fulfillmentof the provisions of this Agreement.  (2) The limited disclosure on specific object and scope required by law or
 

 
   the orders of competent government authorities.6. Announcement and Press releases   All Parties promise and agree that none of the Parties may make any announcement, press releaseor public declaration to reveal the existence of this Agreement or publicly disclose theprovisions of this Agreement without the other Parties’ prior written approval on the contents,timings and the press media for public disclosure. Nevertheless, if any Party is required bylaw to make any disclosure, admittance or public announcement about the aforesaid things, suchdisclosing Party shall not be regarded as default on this Agreement. However, such disclosingparty shall inform the other Parties about the contents of disclosure in reasonable andpossible extent. 7. Effect of this Agreement (1) This Agreement will be effective upon execution by the representatives of Party A,Party B, and Party C, and Party A’s Shareholders. All Parties agree that if closing ofthe Share Acquisition cannot be completed before 30 June 2007, this Agreement shall ceaseto be effective.  (2) None of the Parties may assign, in whole or in part, the rights or obligationsunder this Agreement to any third party, unless prior written approval is obtained fromall the other Parties.  (3) If any provision of this Agreement shall be held invalid or unenforceable by thecourt which has jurisdiction over this Agreement, the validity, interpretation, andenforceability of the other provisions of this Agreement shall not be affected thereby.  (4) This Agreement contains the complete agreement among the Parties and supersedes anyprior agreements and representations in connection with this Agreement by or among theParties, written or oral.  (5) No amendment, modification or supplement of any provision of this Agreement shallbe valid or effective unless made in writing and
 

 
   signed by all Parties.  (6) Any Party who fails to pursue or delay in pursuing any rights or remedies shall notinfluence or exclude such Party to further pursue such rights. All the rights or remediesshall continue to be effective until the Party involved clearly abandons such rights orremedies in writing.8. Governing Law and Jurisdiction   This Agreement shall be governed by and construed in accordance with the laws of the Republicof China. If any dispute or litigation arises from this Agreement, the Parties agree that theTaiwan Taipei District Court shall be the court in the first instance.9. Counterparts   This Agreement is executed in ten (10) counterparts, with each party to hold one as evidence.Each of it shall be deemed an original,Exhibits