##### 



Exhibit 4.49
 LICENSE AND DISTRIBUTION AGREEMENT
 Agreement Effective Date
 RECITALS
 Hellgate: London,
   AGREEMENT
  1.
    
    Definitions. In addition to the capitalized terms defined elsewhere in this
Agreement, whenever used in this Agreement, the following terms shall have the following
specified meanings:
 1.1.
    
    Account means the collection of database records which describes a user
of the Localized Client software who connects to the Local Server for the purpose of
playing the Localized Game as well as the users associated character records. The
Account includes all information pertaining to the user as collected in setting up
an Account for the Game as determined by HBS, which may include, but not be limited
to, full name, address, e-mail address, phone number, game card number, unique
account ID and associated usage statistics such as time played.1.2.
    
    Alpha means the first playable form of a software application with at
least 75% of the final functionality, graphics, sound, video and text of the
completed application.1.3.
    
    Anti-Cheating Software means software developed by Flagship, HBS, the
Licensee, or licensed from a third party provider that is distributed with the
Client software and which detects, on the users computer running the Game Client,
the presence of any unauthorized software or hardware which modifies or monitors the
hardware, Client software, the network stream, or the operating system with the
effect of altering the game experience or providing an advantage to the user in any
way not intended by Flagship/HBS.1.4.
    
    Approved or Approval means consent provided by an authorized
representative of HBS, and/or Flagship as the case may be.1.5.
    
    Beta means a version of a software application ready for testing in
complete form (ninety percent (90%) functionality, graphics, content, sound, video,
and text). Closed Beta means the secured and non-public testing of the Beta version
of the Localized Game by a group of end users,selected by Licensee in consultation
with HBS, and subject to a clickthrough Beta End User
 HBS Hellgate: London License:
    
    Page 1Rev. 12/7/2006
    
    CONFIDENTIAL




---



##### 



License Agreement to be provided by HBS (Beta License Agreement) prior to Open
Beta, Open Beta means a secure testing by public applicants to the beta testing
program, subject to the Beta License Agreement and subject to HBSs and Flagships
approval, of a follow up and new Beta version of the Localized Game prior to
Commercial Release.1.6.
    
    Billing System means the collection of software, hardware and data
utilized by the Licensee that associates Accounts with revenue generation methods set
forth in Section 6.1 and Exhibit D and is responsible for the accurate tracking and
billing of those revenue generation methods. HBS, at its discretion, may require
reasonable minimum functionality and technical specifications of the Billing System
from time to time.1.7.
    
    Client means: (i) object code which may be acquired and installed by a
User either on some form of tangible media (e.g., a CD-ROM, DVD-ROM, etc.) or by
means of a download or transmission via an online connection, or which is
pre-installed on (i.e., bundled with) a computer which, when installed on a Users
computer which is connected to the Internet, allows access to and communication with
the Server Software; and (ii) any and all manuals,
specifications, user guides and
other documentation related thereto.1.8.
    
    Commercial Release or Commercially Released means the license, sale or
making available for sale, use or download of a Game able to connect to Server
Software, except for any Closed or Open Beta testing, or similar quality control
testing by a limited number of Users, who are not charged for the use or operation
of the Game. Commercial Release Date means the date on which the Localized Game is
officially announced to be launched on the Local Server and commercially made
available to the general public in the Territory.1.9.
    
    Concurrency means the number of users connected to the Local Server at
any given time. Peak Concurrency means the maximum number of users connected to
the Local Server at any one time, as measured over a period of time such as a day,
week, or month. Average Concurrency means the average of the number of users
connected to the Local Server as measured over a given period of time such as a day,
week, or month.1.10.
    
    Copyrights means all copyright rights, neighboring and derivative
rights, and all other literary property and author rights and all right, title and
interest in all design rights, copyrights, copyright registrations, certificates of
copyright and copyrighted interests throughout the world.1.11.
    
    EULA means the end user license for the Game, as may be modified by HBS
or by Licensee following written approval by HBS (which approval may be withheld in
HBSs sole discretion),from time to time, which shall be included in the set up of a
User Account and/or installation of the Localized Game.1.12.
    
    Expansion means additional content for the Game that is sold and/or licensed as a
separate product and/or separate SKU from the Game, including, without limitation,
as a bundle with the Game as a separate SKU from the Game, but upon installation
to a personal computer, is incorporated into the Game and requires the Game to be
installed on the same personal computer to be played. For purposes of clarification,
an Expansion does not include an incremental update or upgrade to the Game which
corrects errors and bugs in the Game and may, in addition to such corrections
provide incremental new content.1.13.
    
    Exploit or the Exploitation means to exercise the rights granted to Licensee in
Section 2 below.1.14.
    
    Flagship Trademarks means the titles, Trademarks, and/or trade names of
Hellgate: London,Flagship Studios, and their associated logos, the names of any
characters or persons that appear or are described in the Game, the names of the
places, scenes, things and events described in the Game, and short phrases, short
sayings and the like that are set forth in the Game, as well as any translations,
foreign language equivalents and combinations of the foregoing belonging to Flagship
as the case may be.1.15.
    
    Flagship/HBS means either Flagship or HBS, or both, acting collectively.
 HBS Hellgate: London License:
    
    Page 2Rev. 12/7/2006
    
    CONFIDENTIAL




---



##### 



1.16.
    
    Game means the initial version of the Client (i.e. Client v. 1.0) for the
video game entitled Hellgate: Londonas designed to function on a personal computer
utilizing Microsoft Windows NT, 2000, XP and Vista operating systems, and any updates
and upgrades thereto that may be provided (but are not obligated to be provided) by
HBS to Licensee. For purposes of clarification, as licensed under this Agreement, the
Game does not include any sequels, prequels, derivative works (other than Expansions)
and/or ports to the Game which are sold and/or licensed as a separate product
and/or separate SKU (each, a Sequel), regardless of whether any such Sequels use
the names Hellgate or Hellgate: London in their titles. Unless specified
otherwise in this Agreement reference to the Game shall also refer to
Expansions.1.17.
    
    Game Card shall mean the tangible card containing a unique code (or other unique
mark) of which shall be generated by HBS, corresponding to a fixed length of play
time for a single Account to connect to the Game Local Servers. Users may only
access the Local Servers by using valid Game Cards generated by the
Licensee. All
Game Cards shall expire after their fixed length of play time has passed and in any
event all Game Cards will expire upon the expiration or earlier termination of this
Agreement. Expiration of all Game Cards terminates HBSs support obligations. Unless
specified otherwise in this Agreement reference to Game Cards shall also refer to
Online Virtual Game Cards.1.18.
    
    Game Data means the data that the Server Software accesses to store the
permanent and persistent information about the state of the Realms including, but
not limited to, characters, Accounts, logs, items, quests, monsters, guilds and
other game and player information. HBS shall have access to Game Data at all times.1.19.
    
    Game Unit Commerce means the trading in Virtual Property in exchange
for real-world value (e.g., money or bartering for goods and services outside of the
Game).1.20.
    
    Governmental Order means any order, writ, judgment, injunction, decree,
stipulation, determination or award entered by or with any Governmental authority or
the regulations stipulated by any administrative authority of a stock exchange
market.1.21.
    
    Gross Sales means all revenues received or recognized by Licensee, its
agents or any sublicensees preapproved by HBS in writing, under International
Accounting Standards arising out of or resulting from the Commercial Release or other
Exploitation of the licenses granted under this Agreement, including without
limitation both Retail Sales Revenue and Online Revenue.1.22.
    
    Hacking means any unauthorized access, programming or modification of computer
code, or other action related to any Game component, including without limitation,
the Server Software, Client, Billing System, Game Data, any database, or other
component of the Game, and including without limitation, any cheats, any activity
that may be construed as fraud and related activity in connection with computers
under 18 U.S.C. 1030, or any illegal activity under the Digital Millennium Copyright
Act (DMCA).1.23.
    
    Hardware means the physical computers, networking equipment, support
equipment, wiring and associated equipment required to run the Game Server Software
and databases.1.24.
    
    HBS Contractor means a Person hired by HBS to provide service related
to the implementation of the Localized Game, including without limitation,
Licensees exploitation or implementation of its rights or obligations hereunder.1.25.
    
    Implementation Plan means the project deliverables, milestones and
dates for the implementation of the Game set out in Exhibit B, which shall include,
without limitation, the Localization schedule, employee hiring plan and schedule,
Hardware acquisition, implementation and testing schedule, and Billing System
development, implementation and testing schedule.1.26.
    
    Instructional Guide means a work of authorship based on text and graphic
elements that accompanies the Localized Game or Game Cards, and is designed for the
primary purpose of instructing or guiding the player of the Localized Game in the
game play embodied therein.
 HBS Hellgate: London License:
    
    Page 3Rev. 12/7/2006
    
    CONFIDENTIAL




---



##### 



1.27.
    
    Integration means the process of merging a Localization into a software
application. The past tense of Integration is Integrated which definition shall also
mean that such software application has passed quality assurance testing.1.28.
    
    Intellectual Property Rights means, collectively, worldwide Patents,
Trade Secrets, Copyrights,moral rights (moral rights include the right of an author
to be known as the author of a work; to prevent others from being named as the author
of a work; to prevent others from falsely attributing to an author the authorship of a
work which he/she has not in fact created; to prevent others from making deforming
changes in an authors work; to withdraw a published work from
distribution if it no
longer represents the views of the author; and to prevent others from using the work
or the authors name in such a way as to reflect on his/her professional standing),
trade names, Trademarks,rights in trade dress and all other intellectual property
rights and proprietary rights, whether arising under the laws of the United States or
any other state, country or jurisdiction, including all rights or causes of action for
infringement or misappropriation of any of the foregoing.1.29.
    
    International Accounting Standards means for purposes of revenue
recognition, revenue is recognized when online game playtime has been used or
otherwise consumed by players; prepaid subscription fees and royalty fees are
deferred in B/S, hardware depreciation = straight line; and,card expiration dates,
if any, and accounting differences between flat-rate monthly cards and stored-value,
hourly cards.1.30.
    
    Law means any federal, state, foreign or local law, common law,
statute, ordinance, rule,regulation, code or Governmental Order.1.31.
    
    Localize or Localization means the modification of English materials to
meet the needs of the Chinese-speaking users in the Territory. This may include code
changes, additions and alterations to the feature set, changes in the text, data,
music, voices, sounds or new art. The intent being to provide a more culturally
acceptable product. Localized means the state of such material after it has
completed Localization and been approved by HBS. To the extent that HBS determines
that the Traditional Chinese language version of the Game will be published in a
country within the Territory, the English materials provided by HBS shall be
Localized by Licensee and will be approved by HBS to publish such materials in
such country.1.32.
    
    Local Server means the dedicated servers hosting the Localized Server Software in
the Territory,1.33.
    
    Marketing Materials means any items that have been preapproved by HBS and Flagship
in the following categories: advertising, marketing, promotional, packaging
materials, Promotional Merchandise or other similar materials (including without
limitation any product specific Internet sites), or anything created by or on behalf
of Licensee and preapproved by HBS and Flagship for use in connection with the
advertising, marketing, promotion or distribution of the Localized Game.1.34.
    
    Marketing Plan means a marketing plan prepared by Licensee in accordance with the
guidelines set forth in Exhibit C which Licensee shall act upon pursuant to Section
5.1.35.
    
    OLMMP means a type of interactive game software that is generally known
in the industry as an online massively-multiplayer game, and includes server
software that operates on one or more network servers, but that may also include
client software distributed to end-users for use or operation on a computing
platform which nonetheless must be online to enable the use of any or most of the
game softwares features or functions.1.36.
    
    Online Revenue means revenue received or recognized by Licensee under
International Accounting Standards arising out of or resulting from the Commercial
Release or operation of a Localized Game and/or Localized Server Software, which may
come from, but is not limited to, charging the end user for use of the Server
Software or collecting advertising or other revenues from any third parties in
connection with the Localized Game.1.37.
    
    Online Services means certain of the services and support of the Localized Game
network infrastructure, to be provided by Licensee as set out in this Agreement
including but not limited to
 HBS Hellgate: London License:
    
    Page 4Rev. 12/7/2006
    
    CONFIDENTIAL




---



##### 



hosting, billing, publicly displaying (for marketing purposes only), marketing,
operating, maintaining and granting User access to the Localized Website in relation
to the provision of the Localized Game.1.38.
    
    Online Virtual Game Cards means the functional and operational
equivalent of the Game Cards in digital, electronic or such non-physical media, as
the case may be.1.39.
    
    Original Artwork means any pictorial, graphic works and other audiovisual works
created by or on behalf of Licensee for the purpose of being incorporated into any
component of the Localized Game, Game Cards, Marketing Materials, Packaging
Materials or Instructional Guide.1.40.
    
    Packaging Materials means all packaging and other materials used in
connection with distributing the Localized Game and providing the Online Services to
the User.1.41.
    
    Patents means all patent rights and all right, title and interest in
all letters patent or equivalent rights and applications for letters patent or rights
and any reissuing division, continuation or continuation in part application
throughout the world.1.42.
    
    Person means and includes any individual, partnership, joint venture, corporation,
company, association, joint stock company, trust, unincorporated organization or
similar entity.1.43.
    
    Promotional Events means the promotional activities set forth in the Marketing
Plan subject to HBSs prior Approval.1.44.
    
    Promotional Merchandise means the Approved merchandise items
created by or on behalf of Licensee that are sold at cost or near cost, given away
for free or otherwise used for the purpose of increasing the sale, marketing,
promoting or publicizing the Game.1.45.
    
    Quarter means a period of time commencing on a particular day of a
calendar month and continuing through the two immediately following consecutive
calendar months thereafter, regardless of whether the beginning of the Quarter
occurs on the first day of the initial calendar month. For purposes of
clarification, a Quarter will not necessarily be tied to a calendar quarter, such as
the time period between January 1 and March 31, By way of example, a Quarter may
begin on February 15 and, in such event, will end on April 30.1.46.
    
    Realm shall mean a single, complete instance of a game world, its
persistent data, server software, and hardware required to run said software.1.47.
    
    Retail Sales Revenue means Gross Sales, other than Online Revenue,
received or recognized by Licensee under International Accounting Standards arising
out of or resulting from the Commercial Release or other Exploitation of Game
Software or Game Cards, which may take the form of, but is not limited to, either
retail revenues collected directly from the end-user of the Localized Server
Software or wholesale revenues collected by Licensee from any Person involved in the
distribution of the Game Cards and/or Localized Game.1.48.
    
    Section means a section of this Agreement.1.49.
    
    Server Software means the initial version (i.e., v. 1.0) of the collection of
software that the Localized Game connects to (whether directly or indirectly)
comprising the interface between the Localized Game and the Localized Online
Services and any and all manuals, specifications, user guides and other
documentation regarding such software.1.50.
    
    SKU means an alphanumeric stock keeping unit.1.51.
    
    Specifications means the technical and operational requirements and/or
specifications for the hosting and operation of Game as set out in Exhibit A and
which may be unilaterally amended by HBS at any time during the Term. Licensee shall
bear the cost of any changes to the Specifications. The Specifications may include
dates by which certain milestones must be met by Licensee.
 HBS Hellgate: London License:
    
    Page 5Rev. 12/7/2006
    
    CONFIDENTIAL




---



##### 



1.52.
    
    Term means the duration of this Agreement which shall be a period
commencing on the Effective Date and expiring on the third anniversary of the
Commercial Release Date, subject to early termination as set forth herein.1.53.
    
    Terms of Use or TOU means the terms of use applicable to the
Localized Game, as may be modified by HBS or Licensee upon prior written approval by
HBS, from time to time.1.54.
    
    Territory means, singly and collectively, Taiwan, Hong Kong and Macau.
For purposes of clarification, reference to the Territory in this Agreement refers
to each country and city within the Territory individually and the country and all
the cities within the Territory as a group.1.55.
    
    Trademarks means all trademark, tradename, business name, domain names
and service mark rights arising under the common law, state law, U.S. federal law
and laws of foreign countries and all right, title and interest in all trademarks,
tradenames, service marks, trademark and service mark applications and registrations
and trademark and service mark interests throughout the world, whether registered or
not.1.56.
    
    Trade Secrets means all right, title and interest in all trade secrets
and trade secret rights arising under the common law, state law, U.S. federal law or
laws of foreign countries.1.57.
    
    User means an end-user of the Localized Game, including without
limitation, one who connects to the Localized Server Software for the purpose of
downloading the Localized Game, patching, playing the Localized Game, or in any
other way establishing a connection to the Game servers or databases.1.58.
    
    Virtual Property means in-game digital items used by a User while
playing the Game which have value within the Game.1.59.
    
    Website means the dedicated Game website as maintained by Licensee,
which is regularly updated and localized by Licensee as set out in the
Specifications below.1.60.
    
    Work Product shall have the meaning set forth in
Section 3.3.1.61.
    
    All references in this Agreement to the sale or selling of the
Localized Game shall mean the sale of a license to use the Localized Game. All
references in this Agreement to the purchase of the Localized Game shall mean the
purchase of a license to use the Localized Game. All references to HBS shall also
refer to Flagship, where appropriate, as Flagship is the licensor of the Game to HBS.
 2.
    
    Appointment as Exclusive Licensee within the Territory.
 2.1.
    
    Exclusive Appointment. Subject to the terms and conditions of this
Agreement, HBS hereby appoints Licensee as an independent, exclusive licensee of the
Localized Game version 1 (including all updates, upgrades and Expansions, if any)
solely within the Territory during the Term, and Licensee hereby accepts such
appointment. All rights not expressly granted to Licensee hereunder are reserved by
HBS. The appointment of Licensee only grants to Licensee the licenses set forth in
Sections 2.2 through 2.5 below, and does not grant any other right, title or
interest in or to any other HBS or Flagship product or property, in whole or in
part, to Licensee. Notwithstanding anything else in this Agreement, all rights and
licenses granted to Licensee in this Agreement will be subject to the exceptions,
restrictions, limitations and conditions herein set forth, including without
limitation the approval rights of HBS.Further notwithstanding any other provision herein, the appointment and the rights
and licenses granted hereunder shall be subject to Licensees written receipt of any
and all applicable and/or required government approvals, including but not limited
to any government or other regulatory authorities which may have jurisdiction over
Licensee, the Localized Game, the manufacture, distribution, sale, and advertising
or use of the Localized Game or Game Cards, or relating to or pertaining the
performance of any obligation of Licensee under this Agreement. Licensee shall
 HBS Hellgate: London License:
    
    Page 6Rev. 12/7/2006
    
    CONFIDENTIAL




---



##### 



obtain the foregoing required, necessary government approvals as soon as possible
prior to any distribution or sale of the Localized Game or Game Cards and in any case
no later than one (I) month prior to Commercial Launch. Upon any failure by Licensee
to obtain any necessary government approvals by the aforesaid time period, HBS shall
have the right to immediately terminate this Agreement without any liability to
Licensee whatsoever. Without prejudice to the foregoing, Licensee agrees that it
shall provide all reasonable assistance to enable HBS to secure any registration with
the relevant government authorities as may be appropriate to secure its rights
hereunder (for example, registration of this Agreement with the copyright and/or
trademark authorities).2.2.
    
    Grant of License: Localization. Upon delivery of the English
language Game and Server Software to Licensee, HBS shall grant to Licensee a
non-assignable, non-sublicensable, non-transferable license only within the
Territory for the duration of the Term to Localize such Game and Server Software.2.3.
    
    Grant of License: Game. Upon delivery of the Integrated Game to
Licensee, HBS shall grant to Licensee an exclusive, royalty-bearing, non-assignable,
non-sublicensable, non-transferable license only within the Territory for the
duration of the Term to publicly display (for marketing purposes only), market,
manufacture, distribute (through both tangible and electronic methods) and sell the
Localized Game, as more specifically set forth in Exhibit D.2.4.
    
    Grant of License: Server Software. Upon delivery of the Integrated
Server Software to Licensee, HBS shall grant to Licensee an exclusive,
royalty-bearing, non-assignable, non-sublicensable, nontransferable license only
within the Territory for the duration of the Term to publicly display (for marketing
purposes only), market, operate, maintain, and grant User access to the Localized
Server Software. Licensee is prohibited from granting any third party access to any
component of the Server Software, except Users as contemplated hereunder.2.5.
    
    Grant of License: HBS Trademarks/Flagship Trademarks. HBS hereby
grants to Licensee a nonexclusive, royalty-free, non-assignable, non-sublicensable,
non-transferable license only within the Territory for the duration of the Term to
publicly display (for marketing purposes only), use, reproduce and distribute the
HBS Trademarks and Flagship Trademarks solely regarding Approved Marketing
Materials, Promotional Merchandise, Game Cards, Promotional Events and the Website.2.6.
    
    Grant of License: Online Services. Upon delivery of the Integrated
Website to Licensee, HBS shall grant to Licensee an exclusive, non-assignable,
non-sublicensable, non-transferable, license only within the Territory for the
duration of the Term to host, publicly display (for marketing purposes only),
market, operate, maintain, and grant User access to the Localized Website. Licensee
is prohibited from granting any third party access to any component of the Website,
except Users as contemplated hereunder.2.7.
    
    Grant of rights to sub-license: Wholly owned subsidiary.
Notwithstanding anything contained herein to the contrary, but subject to the
conditions below, Licensee shall be entitled to sub-license such of its rights
hereunder to its wholly owned subsidiary in the Territory as may be necessary for the
purposes of dedicated hosting, operations and management of the Game. Licensee shall
first obtain the prior approval and consent of HBS for the sub-license to the wholly
owned subsidiary.2.7.1.
    
    Licensee shall accept and comply with such additional terms, conditions and
requirements as HBS may impose for the purpose of the sub-license to the wholly owned
subsidiary. Licensee shall execute a valid agreement with the wholly owned subsidiary
for the sub-license ensuring (a) the rights, interests and entitlements of
Flagship/HBS under this Agreement are fully reserved and protected, and (b) the
wholly owned subsidiary receives no greater or wider rights than that available to
Licensee under this Agreement. Without limiting the forgoing, such agreement shall
also provide that the rights of the wholly owned subsidiary shall terminate following
the expiry and/or earlier termination of this Agreement, and further state that the
continued hosting, operations, management, sale of the Game following the termination
of this Agreement for any reason constitutes an infringement of HBSs and/or
Flagships intellectual property rights and
 HBS Hellgate: London License:
    
    Page 7Rev. 12/7/2006
    
    CONFIDENTIAL




---



##### 



Flagship/HBS shall be entitled to enforce its rights directly against the
subsidiary, although Licensee shall remain primarily liable for any such
infringement;2.7.2.
    
    Licensee shall ensure that its wholly owned subsidiary complies with all the
governmental requirements for the hosting, operation and management of the Game,
including but not limited to obtaining all the necessary governmental approvals,
licenses, permissions as the case may be. Licensee shall also control, manage and
supervise the wholly-owned subsidiary to ensure it complies fully with the terms of
this Agreement and at all times to act in the best interest of HBS and Flagship, The
approved subsidiary may not further sublicense this Agreement; and2.7.3.
    
    Notwithstanding the above, the Licensee shall remain wholly responsible for the
full and proper performance of its obligations under this Agreement. Accordingly,
Licensee shall remain primarily, wholly and solely liable to Flagship/HBS for all
actions, omissions, negligence, infringement, breach and/or willful default of its
wholly owned subsidiary and shall indemnify Flagship/HBS for any loss, damages,
costs and/or expense arising howsoever caused.2.8.
    
    Legends. Licensee agrees that it shall cause to be displayed,
conspicuously and legibly, on all materials produced pursuant to this Agreement,
appropriate copyright and/or trademark notices in the name of and as approved by
HBS and Flagship, Licensee further agrees to prominently feature the logos of
Flagship and HBS on all such materials. Licensee agrees not to alter, erase, deface,
or overprint any HBS Trademark or Flagship Trademark provided to Licensee by
Flagship/HBS.2.9.
    
    Domain Names.2.9.1.
    
    Licensee agrees not to use or register, or authorize others to use or register,
any corporate, domain, trade or service name containing Flagships/HBSs trademarks,
service marks, or other intellectual property, or any component or alternate
spelling thereof or any similar or confusingly similar term thereto, at any time,
whether during the Term or after termination or expiration of this Agreement.2.9.2.
    
    If Licensee wishes to register a domain name in connection with the trademarks
and/or service marks, or other Flagship/HBS intellectual property regarding to the
operation of the Game, Licensee shall submit a written request to Flagship/HBS
containing all applicable information regarding the registration of such domain,
including but not limited to the requested domain name, the organization registering
such domain name, the duration of the requested domain name registration, and how
the domain name and website will be administered and maintained. If
HBS in its sole
discretion authorized such registration, Licensee shall register such domain name in
the name of Flagship. Licensee shall be responsible for all costs or fees associated
with such domain name registration. In the event the domain name cannot be
registered in the name of Flagship due to prohibition by local law and/or
regulation, Licensee shall register such domain name in its own name and expressly
agrees to assign such domain name to Flagship or its designee within ten (10)
business days following expiration or termination of this Agreement.2.9.3.
    
    If Licensee has registered any corporate, domain, trade or service name containing
a HBS or Flagship trademark, service mark, or other intellectual property, or any
component or alternate spelling thereof or any similar or confusingly similar term
thereto, prior to the execution of this Agreement, Licensee shall assign such
corporate, domain or service name and all rights and good will associated therewith
to HBS and/or Flagship as appropriate or either of their respective designees within
ten (10) business days of the execution of this Agreement.2.9.4.
    
    If Licensee fails to assign such corporate, domain or service names within ten
(10) business days as required herein, HBS or Flagship (as determined by HBS and
Flagship depending on the corporate, domain, trade or service name registered) shall
automatically be deemed appointed Licensees attorney-in-fact (which agency shall be
coupled with an interest) with full right, power, and authority to execute, verify,
acknowledge, and deliver such assignments, documents, or other instruments in the
name of and on behalf of Licensee.
 HBS Hellgate: London License:
    
    Page 8Rev. 12/7/2006
    
    CONFIDENTIAL




---



##### 



2.10.
    
    HBSs Reserved Rights.2.10.1.
    
    Changes in the Game. As between Licensee and HBS, HBS shall have the
right to modify the
Game in any manner and at any time without liability to Licensee. Licensee agrees to
cooperate with
and promptly implement any changes mandated by HBS and/or Flagship, including without
limitation, creating new Marketing Materials, Localizations or changes to the Website,
EULA and
TOU.2.10.2.
    
    Release Dates. As between Licensee and HBS, HBS shall determine all
release dates related to the Localized Game, including without limitation (i) the
release date of the Alpha, Closed Beta, Open Beta and length of the testing periods
for all of the foregoing; (ii) the Commercial Release Date; and (iii) any dates
related to (a) any updates or upgrades to the Localized Game and/or (b) Expansions,
if any.2.10.3.
    
    Intentionally Deleted.2.10.4.
    
    Other HBS and Game products and/or services within the Territory. The
licenses granted
hereunder are personal and specific. Excepting those rights expressly granted to
Licensee hereunder,
Flagship/HBS reserves the right to exploit its intellectual property in any manner,
including the right
to grant licenses to third parties for further exploitation of the Game franchise,
such as movie and
television exploitation and merchandising, displaying and/or transmitting advertising
within the
Game, or the exploitation of other versions of the Game. Licensee shall not be due any
consideration
regarding any such exploitation. Except as solely provided in this Section 2, HBS and
Flagship
reserve the right to promote, advertise, distribute and otherwise exploit any Game
product or item
including subsequent versions of the Game during the Term throughout the world.2.11.
    
    Breach. Licensee understands and agrees that Flagship/HBS will
suffer irreparable harm in the event that Licensee fails to comply with any of its
obligations pursuant to this Agreement, and that monetary damages in such event
would be inadequate to compensate Flagship/HBS. Consequently, in such event
Flagship/HBS shall be entitled, in addition to such monetary relief as may be
recoverable by law, in any court of competent jurisdiction (notwithstanding the
provisions of Section 14.7 herein) to such temporary, preliminary and/or permanent
injunctive relief as may be necessary to restrain any continuing or further breach
by Licensee, without showing or proving any actual damages sustained by
Flagship/HBS, nor the posting of any bond.2.12.
    
    Management Team and Dedication to Game. Licensee shall dedicate
the services of those individuals and positions set forth in the Implementation Plan
(the Management Team) to the performance of its obligations under this Agreement.
Licensee understands and agrees that the dedication of the Management Teams priority
and focused efforts toward the performance of this Agreement, including but not
limited to the implementation, marketing, hosting, and operating of the Localized
Game is a significant inducement to HBS entering into this Agreement. Licensee shall
promptly notify HBS should any of the Management Team be terminated or re-tasked for
any reason and Licensee shall promptly replace such person, with a person of
equivalent or higher qualifications and experience to be approved by HBS, which
approval shall not be unreasonably withheld. As part of such approval process,
Licensee shall arrange for in-person interviews of each potential Management Team
replacement with HBS at Licensees sole cost. Additionally, Licensee agrees that upon
execution of this Agreement, Licensee shall not whether by itself or through license
or other arrangement with any third party, market, host and operate (whether
commercially or non-commercially) any new OLMMP and Licensee agrees that it will not
commence development of any concept or product under any arrangement with a third
party that will significantly interfere with Licensees obligations under this
Agreement, Licensee represents and warrants that it shall have the necessary
resources and capabilities to perform it obligations hereunder in a professional
manner and its performance shall be of a high grade, nature, and quality.2.13.
    
    Licensee Personnel. In addition to the Management Team, Licensee
shall make good faith diligent efforts to hire or assign personnel for the key
positions set forth in the Implementation Plan to perform Licensees obligations
under this Agreement (Key Positions). Licensee shall promptly notify HBS should
any of the persons in the Key Positions be terminated for any reason and
 HBS Hellgate: London License:
    
    Page 9Rev. 12/7/2006
    
    CONFIDENTIAL




---



##### 



Licensee shall promptly replace such person, with a person of equivalent or
higher qualifications and experience. For in-game support, Licensee shall ensure that
there are sufficient game masters for providing customers service of the highest
quality available in the Territory to the Users at all times, or as otherwise
reasonably determined by HBS.2.14.
    
    Additional Restrictions. Licensee acknowledges that the Game and
Server Software, its underlying source code, structure and organization, constitute
valuable Intellectual Property Rights of HBS and/or Flagship. Licensee shall take
all steps necessary to protect HBSs and Flagships rights in the Game and Server
Software and all other components of the Game. Except as expressly provided in this
Agreement, Licensee may not use or otherwise exploit the Game and Server Software.
Without limiting the foregoing, Licensee shall not:2.14.1.
    
    modify the Game and Server Software, and/or any component thereof; or2.14.2.
    
    remove any copyright or other proprietary notices or labels on or in the Game and
Server Software or omit it from (or make less readable in) the Localized Game and
Server Software; or2.14.3.
    
    develop concepts, specifications or content for any software in reliance or
reference to those of the Game and Server Software; or2.14.4.
    
    decipher, reverse engineer, decompile or disassemble the Game and Server Software,
develop derivative works thereof, or attempt to do any of the foregoing, or knowingly
allow others to do so.
 3.
    
    Ownership.
 3.1.
    
    Ownership. Notwithstanding anything contained herein to the
contrary, Flagship (subject to the underlying rights of its licensors) owns and
shall own all of the Intellectual Property Rights in and to all elements, versions,
improvements and derivatives oft the Game; the Localized Game; the Server Software;
the Localized Server Software; the Game Cards; the Flagship Trademarks; Accounts,
Promotional Merchandise; Marketing Materials; Promotional Events; and the Website,
including but not limited to the Game Data, User and game databases, Work Product,
character names and likenesses, Virtual Property, music, sounds, environments,
inventions, and know-how relating to the implementation, design, content,
Localization and maintenance of the Game. HBS owns and shall own all of the
Intellectual Property Rights in and to all elements, versions, improvements and
derivatives of the HBS Trademarks. Additionally, HBS and Flagship shall own all
customer and User lists and information learned and/or acquired by Licensee pursuant
to the terms of this Agreement, The use by Licensee of any of these property rights
is authorized only for the purposes and under the terms herein set forth and upon
expiration or termination of this Agreement for any reason, such authorization shall
immediately cease.3.2.
    
    Licensees Ownership. Licensee (or its lendor or lessor) shall own
all Hardware, subject to HBSs and/or Flagships ownership of the intellectual
property contained on or in such Hardware, Licensee shall ensure that no Person
shall be permitted to remove any Hardware or component thereof containing any of the
elements described in Section 3.1 without Flagship/HBS first receiving written
notice and reasonable time to have such elements removed from such Hardware or
component thereof.3.3.
    
    Work for Hire: Assignment. As part of this Agreement, and without
additional compensation, Licensee acknowledges and agrees that any and all tangible
and intangible property and work products, ideas, inventions, discoveries and
improvements, whether or not patentable, which are
conceived/developed/created/obtained or first reduced to practice by Licensee or any
third party under the direction of Licensee in connection with the marketing,
implementation, operation, Localization, and maintenance of the Game (collectively
referred to as the Work Product), including, without limitation, all
technical notes, schematics, software source and object code, prototypes,
breadboards, computer models, artwork, sketches, designs, game rules, drawings,
paintings, illustrations, computer-generated artwork, animations, video, film,
artistic materials, photographs, literature, methods, processes, voice recordings,
vocal performances, narrations, music, spoken word recordings and unique character
voices, shall be considered works made for
 HBS Hellgate: London License:
    
    Page 10Rev. 12/7/2006
    
    CONFIDENTIAL




---



##### 



hire and therefore all right, title and interest therein (including, without
limitation, Patents and Copyrights) shall vest exclusively in Flagship. To the extent
that all or any part of such Work Product does not qualify as a work made for hire
under applicable law, Licensee without further compensation therefor does hereby
irrevocably assign, transfer and convey in perpetuity to Flagship and its successors
and assigns the entire worldwide right, title, and interest in and to the Work Product
including, without limitation, all patent rights, copyrights, mask work rights, trade
secret rights and other proprietary rights therein. Such assignment includes the
transfer and assignment to Flagship and its successors and assigns of any and all
moral rights which Licensee may have in the Work Product. Licensee acknowledges and
understands that moral rights include the right of an author: to be known as the
author of a work; to prevent others from being named as the author of the works; to
prevent others from falsely attributing to an author the authorship of a work which
he/she has not in fact created; to prevent others from making deforming changes in an
authors work; to withdraw a published work from distribution if it no longer
represents the views of the author; and to prevent others from using the work or the
authors name in such a way as to reflect on his/her professional standing.3.4.
    
    In the event that assignment, transfer and conveyance in perpetuity to
Flagship under Section 3,3 above is not permissible under local laws, Licensee agrees as follows:-3.4.1.
    
    it hereby grants a royalty free and assignable/sublicensabie right to Flagship to
use the Work Product for the duration of this Agreement for such purpose as Flagship
shall deem appropriate;3.4.2.
    
    it shall immediately assign, transfer and convey all its rights, title and
interest in the aforesaid Work Product to Flagship upon the expiry or earlier
termination of this Agreement; and3.4.3.
    
    it shall only exploit the Work Product as otherwise permitted under this Agreement
and will not allow any third party to use such Work Product without first obtaining
Flagships prior Approval.3.5.
    
    Cooperation and Execution of Further Documents. Upon request,
Licensee agrees to promptly assist HBS and/or Flagship in the filing and recording
of HBSs and/or Flagships trade names, Copyrights, Patents and Trademarks in the
Territory, ail reasonable costs to be paid by HBS and or Flagship, as applicable.3.6.
    
    Goodwill and Protection: Licensee acknowledges that:3.6.1.
    
    The Game, including without limitation, the Localization thereof, characters,
character names, environments, locations, Trademarks, service marks, logos and
images associated with the Game, are unique and original and Flagship is the owner
thereof;3.6.2.
    
    As the result of the marketing, exhibition and exploitation of the Game and the
Localized Game, Flagship has acquired a substantial and valuable goodwill therein;3.6.3.
    
    The names of the characters and their likenesses, as applicable, and the title of
the Game and Localized Game have acquired a secondary meaning as trademarks uniquely
associated with merchandise authorized by Flagship;3.6.4.
    
    All rights in any additional material, new versions, Localizations, rearrangements
or other changes in the Game which may be created by or for Licensee shall be and
will remain the exclusive property of Flagship from creation, and;3.6.5.
    
    Any Copyrights, Trademarks and Patents heretofore obtained by Flagship in
connection with the Game and Localized Game are good and valid.3.7.
    
    No Licensee Rights in Trademarks. Patents or Copyrights. Licensee
has paid no consideration for
the use of Flagships and/or HBSs Trademarks, Patents, logos, character names and
likenesses,
Copyrights, trade secrets, trade names or designations, and nothing contained in
this Agreement
shall give Licensee any interest in any of them. Licensee acknowledges that Flagship
owns and
retains all proprietary rights in all elements of the Game and Localized Game and
the associated
 HBS Hellgate: London License:
    
    Page 11Rev. 12/7/2006
    
    CONFIDENTIAL




---



##### 



marketing thereof, and agrees that it shall not at any time during or after this
Agreement challenge the validity of such ownership, assert or claim any interest in
or do anything that may adversely affect the validity or enforceability of any
Trademark, Patent, trade name, trade secret, Copyright or logo asserted as belonging
to or licensed to HBS and/or Flagship (including, without limitation, any act, or
assistance to any act, which may infringe or lead to the infringement of any
Copyright in any HBS or Flagship product).3.8.
    
    No Continuing Right. Upon expiration or termination of this
Agreement, Licensee shall cease marketing and use of all Flagships and/or HBSs
names, marks, logos and designations.3.9.
    
    Obligation to Protect. Licensee agrees to use its best efforts to
protect Flagships and HBSs proprietary rights and to cooperate with Flagships
and/or HBSs efforts to protect its proprietary rights.3.10.
    
    No unauthorized access, modification or interference with Flagships
and/or HBSs intellectual property rights. Licensee shall not without prior
written authorization and consent of Flagship and/or HBS access, modify or otherwise
interfere with the intellectual property rights on Flagship and/or HBS, as
applicable including but not limited to Integrated Server Software, the Localized
Game or any component thereof, the Trademarks and copyrighted materials belonging to
or provided by Flagship and/or HBS. Licensee may not integrate any third party
materials, software or hardware with the Game or with the Server Software (localized
or otherwise) without first obtaining Approval from HBS. Licensee shall propose an
integration plan regarding Licensees billing system to HBS for HBSs review and
approval.
 4.
    
    Hardware and Software.
 4.1.
    
    Network Consultation. The parties acknowledge that the operation
of the Came requires a complex, high-quality computer network with high-volume
access to the Internet. The parties shall collaborate regarding the projected
hardware, software, Internet connection requirements, and bandwidth and collocation
service providers for the Territory. Following this collaboration, but in no event
later than thirty (30) business days following the Effective Date, Licensee shall
deliver to HBS for Approval by HBS, the Implementation Plan which shall include
specifications and timing which Licensee hereby agrees to comply with. From lime to
time, HBS may recommend system and operating system requirements of Licensee.
Regardless of system requirements recommended by HBS, Licensee is ultimately
responsible for paying for and maintaining sufficient hardware, technology and
personnel in order to meet Licensees obligations hereunder.4.2.
    
    Implementation Plan. Licensee shall ensure the timely performance
of its obligations under the Implementation Plan, including, without limitation,
procurement and installation of the specific equipment, third-party software and
online services and implementation of employee hiring as required by the
Implementation Plan. Notwithstanding anything in the Implementation Plan or this
Agreement to the contrary, should Licensee fail to release the Open Beta within
eight (8) calendar months following Closed Beta commencement date, which shall be
decided by HBS (subject to Section 2.10.2). For any reason, including, without
limitation, failure to obtain government approvals to release the Open Beta, HBS may
immediately terminate this Agreement upon written notice to Licensee, without any
liability to Licensee of any kind.4.3.
    
    Network Infrastructure. Licensee warrants, undertakes and
guarantees that the Online Services including but not limited to bandwidth
requirements, system availability, on-line access, verification and payment
mechanisms, dedicated servers, remote access and control, security, maintenance and
technical support, shall at all times comply with the Specifications and that it has
obtained the necessary license, approval, permits and consents from the relevant
government or regulatory authorities in the Territory to provide the aforesaid
Online Services for the Term of this Agreement.4.4.
    
    Hardware Installation: Data-Center Layout. Licensee agrees to pay
for and install all hardware in accordance with the Implementation Plan, including
installing the equipment in accordance with the data-center layout plan contained
therein and any updates thereto.
 HBS Hellgate: London License:
    
    Page 12Rev. 12/7/2006
    
    CONFIDENTIAL




---



##### 



4.5.
    
    Modifications. Any variance by Licensee from or modification to the
Implementation Plan or Specifications must first be Approved by HBS. HBS shall
respond to any such requests for Approval from Licensee within a reasonable time. HBS
shall have the right to unilaterally change the Implementation Plan and
Specifications from time to time in its sole discretion and Licensee agrees to timely
comply with all such changes at Licensees cost.4.6.
    
    Security. Licensee shall comply with HBSs requirements for the
security of all hardware and software as set forth in the Specifications, including
without limitation, locked doors, biometrics, access logs, key cards and video
surveillance.4.7.
    
    Access by HBS and the HBS Contractor. Licensee shall at all times
grant Flagships/HBSs Approved employees and the employees of HBSs Contractor
access, either in-person or by remote means, within twenty-four hours prior written
notice from Flagship/HBS, to Licensees premises, the data-center and all systems
contained therein. In addition to the foregoing, Licensee shall at all times grant
Flagship/HBS remote access, through a secure online connection to be Approved by
Flagship/HBS, to all Hardware on which Server Software is installed, including,
without limitation, all Realms, and any and all Game Data stored therein.4.8.
    
    Maintenance. Licensee shall ensure the regular maintenance,
management and administration of the Online Services, Local Server, Localized Server
Software as set forth in the Specifications, including but not limited to
twenty-four (24) hours a day, every day of the year, rapid response to issues. HBS
shall provide such reasonable technical assistance as HBS deems appropriate
pertaining to the Game and Server Software to facilitate the foregoing. HBS shall
provide the service level and quality assurance requirements in the Implementation
Plan. Licensee shall immediately report any failures, interruptions and customer
complaints and notify HBS of the proposed and the actual fixes.4.9.
    
    Required Upgrades. Licensee acknowledges that technological
evolution and the demands of the User base will likely require the occasional
upgrade of hardware and software systems. HBS will notify Licensee of required
upgrades from time to time. Licensee shall promptly implement any such upgrades.4.10.
    
    Localization. Licensee and HBS shall collaborate regarding the
elements of the current and future Game and Server Software that should be
Localized. Subsequently, HBS shall provide Licensee with a Localization
specification describing the materials needing Localization, along with any
applicable files, etc. Licensee agrees to timely complete all Localizations and
deliver the Localized materials to HBS for approval and integration no later than
forty-five (45) days following Licensees receipt of the materials to be Localized
from HBS. HBS will provide Licensee with a style guide for use when Localizing
materials; Licensee agrees to comply with the provisions and spirit of such style
guide. Licensee shall launch the Open Beta within Two (2) calendar months following
receipt thereof from HBS. Licensees failure to launch the Open Beta on the date set
forth in the immediately preceding sentence shall be deemed a material breach hereof
and Flagship/HBS may, in addition to any other rights or remedies available to it at
law or in equity, terminate this Agreement immediately upon written notice to
Licensee, without any liability to Licensee whatsoever.4.11.
    
    Integration. HBS shall be responsible for the Integration of all
Localizations of the Game and Server Software.4.12.
    
    Updates: Error Corrections. In the event Licensee discovers any
material errors (also known as bugs) in either the Localized Game or Localized
Server Software, Licensee will promptly notify HBS with reasonable detail regarding
the occurrence of the error. From time to time, Flagship/HBS may develop updates of
the Game and/or Server Software to correct errors or improve the Game. If
Localization is necessary, HBS will inform Licensee and Licensee agrees to promptly
perform such Localization. It is anticipated that certain updates to the Localized
Game may be able to be effected when the User logs into the Localized Server
Software, however, it may be necessary for HBS to replace the replication master of
the Localized Game; in which case, HBS shall provide the replication master to
Licensee, and upon receipt thereof, Licensee agrees to destroy its existing
 HBS Hellgate: London License:
    
    Page 13Rev. 12/7/2006
    
    CONFIDENTIAL




---



##### 



inventory of the Localized Game and replicate and distribute the updated
Localized Game. HBS may, but is not obligated to provide Licensee with incremental
content updates if any. In such event Licensee agrees to localize the content if
necessary.4.13.
    
    Expansions. In the event that HBS provides any Expansions to Licensee during
the Term, such Expansions will likely require Localization and possibly production
of a new Client. Licensee agrees to cooperate with HBS and use best efforts to
market Expansions and will promptly replace the Client inventory if necessary. For
avoidance of doubt, Expansions shall not constitute a Sequel as defined in Section
1.12.4.14.
    
    Hacking and Pirate Realm Monitoring and Response. Licensee
acknowledges that the Hacking of an OLMMP and/or the creation, hosting,
commercialization or other utilization of unauthorized or pirated Realms (each a
Pirate Realm) by third parties has been found to have a material adverse effect on
the commercial viability and User experience of the game. Licensee agrees to dedicate
qualified personnel to monitor for Hacking and promptly respond when it is detected,
so as to eliminate or minimize such negative impact. In the event Flagship/HBS
requests that Licensee deploy anti-hacking software, Licensee at its sole expense
agrees to procure and operate same in accordance with Flagship/HBSs instructions.
Additionally, Licensee shall use its best efforts to aggressively police for and shut
down Pirate Realms, including, without limitation, taking any and all legal actions
and remedies available in the Territory against the owners, hosts, creators and/or
any other third parties related to such Pirate Realms.4.15.
    
    No Unauthorized Bundling. Licensee shall not bundle any software,
unauthorized billing solution, advertisement or other material with any Game
materials including but not limited to the Client, Game Cards or Game Marketing
Materials without the prior written approval of HBS. Further, Licensee shall not
commingle any advertising, software or other material on the Website or the
Localized Server Software without the prior written approval of HBS.4.16.
    
    Backups. Licensee shall facilitate HBSs or HBSs designees
backup efforts to backup the Localized Server Software and all related databases.
Licensee shall maintain the hardware necessary to support HBSs backup efforts
according to the Implementation Plan. Licensee may not make any copies of the Server
Software or databases. Licensee shall have a plan in place to promptly restore a
backup in the event the need arises. Upon request by HBS, Licensee shall rehearse
such a restore during the Game Beta test (or at any other time) for the Territory.
HBS shall have the right to require a third party be used for performing the backup
function and Licensee agrees to grant such party access to the data center and allow
the party to remove backup media for offsite storage in such instance.4.17.
    
    Training. Except as set forth in Section 4.18 below, HBS, at its
own expense, shall provide Licensees personnel with initial training (including the
training regarding to each Expansion) regarding the operation of the Game without
charge. The duration and scope of the training is set forth in the Implementation
Plan. Thereafter, Licensee shall pay HBS the rate stated in the Implementation Plan
for the provision of further training and assistance.4.18.
    
    Travel Expenses. To the extent that Licensee requests
employees, officers or directors of either of HBS or Flagship to travel to the
Territory, Licensee shall pay all travel and hotel expenses for such employees,
officer or directors. Any airfare shall be business class or higher, and any hotels
shall have a minimum Michelin (or equivalent in the Territory) rating of four (4)
stars. Licensee shall either directly pay such travel expenses or reimburse HBS for
such travel expenses upon request, as decided by HBS from time to time. Any such
expenses shall not be recoupable against Royalties and shall not be paid from
Marketing Support Sums (as defined in Exhibit C).
 5.
    
    Marketing.
 5.1.
    
    Marketing Plan and Minimum Marketing Expenditure. Licensee shall
use its best efforts to market the Localized Game, establish dedicated space in key
retail outlets for Game promotion, distribute the Localized Game and sell Game Cards
and Online Virtual Game Cards both vigorously and aggressively throughout the
Territory in accordance with the terms of this Agreement. In
 HBS Hellgate: London License:
    
    Page 14Rev. 12/7/2006
    
    CONFIDENTIAL




---



##### 



furtherance of the foregoing, Licensee shall prepare a Marketing Plan for HBSs
Approval and shall commit the minimum sums specified in Exhibit C for such
promotional, marketing and advertising purposes. Licensee agrees that the Marketing
Plan will include, but not be limited to, descriptions regarding efforts to
distribute the Localized Game and sell Game Cards; Online Virtual Game Cards; print,
television, radio, online and other media advertising; in-store merchandising and/or
circulars; co-op advertising; tradeshows; in-game promotions; promotions outside of
the Game including without limitation via websites; national public relations
programs; attendance and participation in videogame industry trade shows for each
year of the Term (which participation shall include hosting up to fifteen (15)
Flagship employees, officers or directors) and other marketing efforts (collectively,
the Marketing Support Commitment). HBS agrees to provide Licensee with a certain
amount of promotional Game Cards as part of the promotional efforts limited to the
purpose of signing up new account users. The amount shall be determined solely by HBS
in consultation with Licensee. Such promotional Game Cards shall be non-royalty
bearing and shall be not for resale.5.2.
    
    Marketing Reports. In addition to the Marketing Plan, Licensee
shall submit (i) quarterly marketing reports to HBS together with a detailed
description and exact cost for each marketing effort occurring during the previous
quarter and the results of previous marketing efforts, including quarterly sales
results and quarterly sales forecasts by Revenue Generation Method (as described in
Section 6), channel and region, in order to allow HBS to provide meaningful input
into future marketing plans and (ii) monthly electronic delivery of updates and/or
database reports of Accounts and other customer and Localized Game information and
data from the system of the Game.5.3.
    
    Standards. Licensee agrees: that (i) the Localized Game and all
Marketing Materials shall be of the highest standard and of such style, appearance
and quality as shall in the sole judgment of Flagship/HBS be adequate and suited to
their exploitation to the best advantage and to the protection and enhancement of
Flagships/HBSs reputation and the goodwill associated with the Flagship Trademarks
and/or HBS Trademarks; (ii) the Game Cards, Online Virtual Game Cards, and Localized
Game shall be produced, packaged, sold, distributed, marketed and serviced in
accordance with all applicable Law; (iii) the policy of sale, distribution, and/or
Exploitation by Licensee hereunder shall be of equivalent high standard and style as
that of HBS in Korea and Flagship in the United States; and (iv) the same shall in
no manner reflect adversely upon the Game or Flagship or HBS either inside or
outside the Territory, Licensee acknowledges that if the Localized Game, Game Cards,
Online Virtual Game Cards, Website and Marketing Materials manufactured, operated,
distributed and/or sold by it hereunder, as applicable, were of inferior quality in
design, material or workmanship, the substantial goodwill which Flaghsip/HBS has
established and now possesses in the Flagship/HBS Trademarks would be impaired.
Accordingly, Licensee further specifically covenants and agrees to keep HBS informed
of its implementation of the Marketing Plan, and to consult HBS as the Localization
of the Game is being prepared under the Implementation Plan so that there will be
full opportunity for HBS to deter Licensee from any use of the Game that would alter
the successful concepts associated with the Game, including any new concepts
Flagship develops for the Game. Licensee will maintain the spirit of the Game and
will use the Flagship Trademarks and/or HBS Trademarks only in conformity with the
usage standards set forth in this Section 5.3. All uses of the Flagship Trademarks
and/or HBS Trademarks in the marketing of the Localized Game as well as the
Localization of the Game and Server Software will be consistent with the high
standards, quality and spirit of the Game. No uses of the Flagship Trademarks and/or
HBS Trademarks as well as no Localization of the Game and Server Software will
deviate substantially from the Game, impair the value of the Game by reason of poor
quality, insufficient resemblance to the Game, or be in bad taste or otherwise
objectionable. The content and character of the Localized Game will, in all
circumstances, be free of vulgar and/or obscene content (under any standards). The
appearance, dialogue and actions of the characters portrayed in the Localized Game
will be consistent with the spirit of such characters as they appear in the Game.
The Localized Game released under this license will be of AAA quality as that term
is generally understood in the United States interactive video game software
industry. Licensee will not distribute, offer to sell or sell any Game Card, Online
Virtual Card, or Localized Game that is damaged, defective or otherwise fails to
meet the specifications and/or quality control or notice requirements of this
Agreement. Licensee will comply with all applicable Law in connection with the
Localized Game, Game Cards, Online Virtual Game Cards, and Marketing Materials, and
any sale and/or distribution by Licensee hereunder will accord with good commercial
practices.
 HBS Hellgate: London License:
    
    Page 15Rev. 12/7/2006
    
    CONFIDENTIAL




---



##### 



Licensee agrees to use commercially reasonable efforts to secure safe and humane
working conditions and reasonable environmental protections for its employees
involved in the Exploitation of Game and in all its contractual arrangements for
manufacturing and distribution of the Marketing Materials, Game Cards, Online Virtual
Game Cards, and Localized Game.5.4.
    
    Intentionally Deleted.5.5.
    
    Submissions. Without limitation to the foregoing, Licensee shall
submit to HBS for its review with a reasonable amount of production samples each of
the materials set forth in this Section 5.5 along with English-language translations
of same. All submissions made to HBS pursuant to this Section 5.5 must be made within
a reasonable amount of time for HBS to diligently review the submissions and allow
for reasonable changes, if any. Any submissions involving Game or Server Software
which require access keys or codes shall be accompanied by ten (10) such access keys
or codes, as applicable.5.5.1.
    
    Detailed specifications for the Localization of the Game, Server Software, and
Website, which will be submitted to HBS on the timetable set forth in the
Implementation Plan;5.5.2.
    
    Any proposed and preliminary Original Artwork and text created by or on behalf of
Licensee to be embodied or incorporated into a Localized Game, Localized Server
Software, Game Card, Online Virtual Game Card, or Marketing Materials thereof, which
will be submitted to HBS at least thirty (30) days before the creation of any
alpha release;5.5.3.
    
    The Alpha release of the Localized Game, and any upgrades thereto and all proposed
Instructional Guides, which will be submitted to HBS upon creation;5.5.4.
    
    The Beta releases (Open and Closed Betas) of the Localized Game and any upgrades
thereto and all proposed Instructional Guides, which will be submitted to HBS at
least ninety (90) days prior to its scheduled public release.5.5.5.
    
    The Website for the Localized Game which will be submitted to HBS promptly after
it is created but at least sixty (60) days prior to its scheduled first public
display.5.5.6.
    
    The final release candidate of the Localized Game, and any upgrades thereto
which will be submitted to HBS promptly after it is created but at least sixty (60)
days prior to its scheduled Commercial Release (Final Release Candidate);5.5.7.
    
    The gold master of the Localized Game, and any upgrades thereto, meaning a
replication master embodying the Localized Game together with its Packaging
Materials and all proposed Instructional Guides intended for Commercial Release,
promptly upon creation, but at least thirty (30) days prior to its scheduled
Commercial Release;5.5.8.
    
    Each version of a proposed Game Card and Online Virtual Card together with, if
any, its Packaging Materials and Instructional Guides;5.5.9.
    
    All Marketing Materials and Packaging Materials;5.5.10.
    
    All proposed press releases or published public statements involving this
Agreement or the rights or obligations herein contained (other than those for filing
with NASDAQ);5.5.11.
    
    All proposed Promotional Events and/or other promotional activities, which shall
describe and detail in writing the proposed activity, advertising or other
promotional materials, the proposed venue and any proposed vendor of such activity,
and such other information HBS may request from time to time; and5.5.12.
    
    Any changes desired by Licensee to any of the submissions above after that
original Approval by Flagship/HBS hereunder in accordance with the same procedures
set forth herein.
 HBS Hellgate: London License:
    
    Page 16Rev. 12/7/2006
    
    CONFIDENTIAL




---



##### 



5.6.
    
    Failure to Achieve Approval. If Licensee cannot achieve the quality
or technical standards equivalent to those of the English version of the Game within
forty-five (45) calendar days after Licensees initial submission to HBS for approval
of the each of the Alpha, Beta, Final Release Candidates, and Gold Master versions,
HBS may terminate this Agreement upon seven (7) days prior
notice.5.7.
    
    No Distribution prior to Approval. Licensee will not Commercially
Release or publicly distribute or perform, as applicable, any Game Card, Online Game
Virtual Card, Localized Game (or components thereof), or related Marketing Materials,
Promotional Events, or any press releases or public statements involving this
Agreement that fails to conform to the specifications submitted to and Approved by
HBS and the standards set forth herein. Breach of this provision will be deemed a
material breach of this Agreement.5.8.
    
    No Modification of Approved Materials. Once each of the submissions
has been Approved, Licensee shall not depart therefrom in any respect without first
obtaining HBSs further Approval in accordance herewith or add any additional
element(s) (including without limitation, in-packed flyers, business reply cards and
so on) without HBSs additional Approval in each case. Licensee agrees to
periodically furnish HBS, at no charge, additional samples of Game Cards, Online
Virtual Game Cards, Localized Game (or components thereof), and Marketing Materials
which HBS may deem reasonably necessary in order to permit HBS to ensure that the
quality of the Game has been maintained and that no deviation and/or modification of
HBS Approved Game Cards, Online Virtual Game. Cards, Localized Game (or components
thereof), or Marketing Materials has occurred. Without limiting its rights and
remedies, HBS shall have the right to withdraw its prior Approval if the quality of
any Game Card, Online Virtual Game Cards, Localized Game (or components thereof), or
Marketing Material ceases to be acceptable and, further, to require that Licensee
immediately discontinue marketing, distribution, and sales of any such items that do
not meet the quality standards of Flagship. Without limiting the foregoing, Licensee
will send to HBS and Flagship three (3) samples of any Game Card, Online Virtual Game
Cards, Localized Game (and components thereof), and Marketing Materials within ten
(10) days after their first Commercial Release or public distribution. If such item
includes or consists of Server Software or Game Software that is acquired and
installed by the User by means of a download or transmission via an online
connection, Licensee will provide HBS and Flagship with access to such Server
Software or Game Software (by way of a password or any other means) prior to its
Commercial Release. Approval under this Section does not waive HBSs rights or
Licensees duties under any provision of the Agreement. Approval by HBS does not
imply or suggest endorsement or approval of the safety of the proposed item.5.9.
    
    Inspection. Duly authorized representatives of Flagship/HBS shall
have the right, at any and all reasonable times, upon at least 48 hour prior notice,
to inspect all facilities or premises maintained by Licensee including, without
limitation, the plants, factories, customer service areas or other manufacturing or
producing facilities of Licensee or third parties at which the Game Cards, Online
Virtual Game Cards, Localized Game, or Marketing Materials, and/or any components
thereof are being created, manufactured or distributed. Said representatives shall
have the right to inspect and test any Game Card, Online Virtual Card, Localized
Game, or Marketing Materials, and/or any components thereof, and to take any other
action which in the sole opinion of Flagship/HBS is necessary or proper to assure
Flagship/HBS that the nature and quality of the Game Card, Online Virtual Card,
Localized Game, and Marketing Materials, and/or all components thereof are in
accordance with the requirements of this Agreement.5.10.
    
    Restriction on Game Unit Commerce. Licensee shall not engage in,
endorse or associate itself with any commerce by Users or third parties of the
Virtual Property contained in the Game, unless specifically authorized in writing by
HBS.5.11.
    
    Licensee Covenants. Licensee covenants and agrees:5.11.1.
    
    Efforts. To conduct business in a manner that reflects favorably on
the goodwill and reputation of Flagship/HBS;
 HBS Hellgate: London License:
    
    Page 17Rev. 12/7/2006
    
    CONFIDENTIAL




---



##### 



5.11.2.
    
    Marketing Practices. To avoid deceptive, misleading or unethical
trade practices, including but not limited to making representations, warranties or
guarantees to customers or to the trade with respect to the specifications, features
or capabilities of Game Cards, Online Virtual Game Cards, and Localized Game that are
inconsistent with the literature distributed by HBS, including all warranties and
disclaimers contained in HBS literature;5.11.3.
    
    Object Code. To distribute the Localized Game only in machine-readable
object code format;5.11.4.
    
    EULA and TOU. Not to add to, delete or otherwise vary from any of the
terms and conditions of the Flagship/HBS Approved EULA and TOU without the prior
written approval of HBS, which approval shall not be unreasonably withheld if such
modifications are required by Governmental Order of any country in the Territory.
Each user of the Localized Game must be shown and agree to the EULA and TOU agreement
for the Localized Game. Licensee will use its best efforts to police and enforce the
terms of use applicable to such Localized Game.5.11.5.
    
    Trademarks and Trade Names. Not to distribute any Game Cards, Online
Virtual Game Cards, and the Localized Game and Marketing Materials under any trade
names or trademarks other than those employed by Flagship/HBS with respect thereto
without the Approval of HBS;5.11.6.
    
    Age Appropriateness. Licensee shall place a conspicuous disclaimer
regarding the lowest consumer age demographic which meets at least the minimum
requirements prescribed by each governmental agency within the Territory as
applicable for the Game Cards, Online Virtual Game Cards, or Localized Game on any
Marketing Material, promotional or other material for the Game Cards, Online Virtual
Game Cards, or Localized Game; and5.11.7.
    
    Personnel. Licensee shall have adequate personnel dedicated to the
marketing of the Game Cards, Online Virtual Game Cards, and Localized
Game.5.12.
    
    Intentionally Deleted.5.13.
    
    Market Conditions. Licensee shall advise HBS promptly concerning
any market information that comes to Licensees attention regarding the Game, HBSs
market position or the continued competitiveness of the Game in the marketplace.5.14.
    
    Dealing with Users. Prior to accepting any fee or other charge
from any User interested in acquiring access to the Localized Game, Licensee shall
inform the User that acquisition of such access is subject to the terms and
conditions of the EULA and TOU. A sample copy of the EULA and TOU shall be
available from the Licensee for review by all prospective Users dealing with Licensee
prior to access of the Localized Game.5.15.
    
    Artwork. HBS shall supply Licensee with reasonable amounts of
artwork and related materials, including without limitation, artwork from the Game
style guide for use in the Localized Game and Marketing Materials, upon reasonable
request by Licensee. Licensee shall pay HBSs direct, actual, out-of-pocket cost
for providing artwork which is specifically requested by Licensee, including any fees
or royalties due creators or artists in connection therewith. All artwork which is
dependent upon, derived from or incorporating any of the Game, or any reproduction
thereof, and all copyrights therein shall, notwithstanding its creation or use by
Licensee, be and remain solely the property of Flagship, Flagship/HBS shall be
entitled to use the same and to license the use of the same by others outside of the
Territory during the Term and throughout the world, including within the Territory
following the termination or expiration of this Agreement. Any reproduction or use
of such artwork shall be on a non-exclusive basis. Any artwork created by or for
Licensee shall be true to the Flagship style guide for the Game.5.16.
    
    Inventory. Licensee shall maintain an inventory of Game Cards,
Online Virtual Game Cards, and the Localized Game sufficient to adequately serve the
needs of Users within a commercially reasonable time frame. Licensee shall not
modify, change, increase or decrease the declared retail price of the Game Cards
and/or Online Virtual Game Cards without prior notification to HBS.
 HBS Hellgate: London License:
    
    Page 18Rev. 12/7/2006
    
    CONFIDENTIAL




---



##### 



5.17.
    
    No Premiums. Unless Approved by Flagship/HBS, Licensee will not
offer any Game Cards or Online Virtual Game Cards as a premium in connection with
any other product or service.5.18.
    
    Logos. Licensees logo may appear no greater than the size, either
horizontally or vertically, of Flagships or HBSs logo, on any Game element, Game
Card, Online Virtual Game Card, or Website. All mention of Licensees name and logo
shall be in the context of Flagships distributor within the Territory. No Marketing
Materials shall contain Licensees or any third party logos without the prior written
approval of Flagship/HBS.5.19.
    
    Public Announcement. Licensee and HBS agree to participate in
joint press conferences to take place on a date determined by HBS in consultation
with Licensee for the announcement of each of the following events: (i) the execution
of this Agreement; (ii) release of the Closed Beta; (iii) release of the Open Beta;
and (iv) the Commercial Release of the Localized Game. For each such press
conference, (a) Licensee shall host, pursuant to Section 4.18 above, no less than ten
(10) employees, officers or directors of HBS and/or Flagship (which employees,
officers or directors shall be determined by HBS and Flagship at their discretion),
and (b) Licensee shall invite and cause major media outlets in the Territory to
attend. The form and content of any joint press release shall be mutually agreed
upon by the Parties in writing prior to any publication thereof. Licensees, HBSs
and Flagships name and logo shall be included in such press release, and shall
appear with equal prominence.5.20.
    
    Corporate Guarantee. As a condition precedent to this Agreement,
and in a manner acceptable to HBS, Licensee shall, simultaneously with the execution
of this Agreement, cause Infocomm Asia Holdings Pte Ltd and and GigaMedia Limited
jointly and severally, to enter into that certain Guarantee Agreement attached hereto
and incorporated herein as Exhibit H.
 6. Financial.
 6.1.
    
    Revenue Generation Methods. All revenue generated by Game
activities hereunder must be recorded by Licensee and/or its 100% owned subsidiary
which is granted the sub-license rights pursuant to Section 2.7 of the Agreement.
At execution of this Agreement, the parties have agreed upon one particular type of
revenue generation for the Game within the Territory; that being the use of Game
Cards and Online Virtual Game Cards. In order to easily allow for future payment
methods, the parties have agreed to describe revenue generation and the associated
royalties on Exhibit D, Initially, Exhibit D1 will only describe the Game Card and
Online Virtual Game Card revenue model in terms of the sale and distribution of Game
Cards and Online Virtual Game Cards through wholesalers, distributors and retailers
of video games and/or prepaid cards. As HBS and Licensee mutually approve additional
or alternative revenue models, if ever, these will be added to the agreement as
additional Exhibit Ds, with a numerical designator added (e.g., Game Cards as
described in the immediately preceding sentence are covered by
Exhibit D1, the next
revenue model will be described on Exhibit D2, the next on D3, and so on). In the
event of an inconsistency between the main body of this Agreement and Exhibit D, then
Exhibit D shall prevail.6.2.
    
    Payments. In consideration of the exclusive appointment and grant
of license herein, Licensee shall pay HBS the following:6.2.1.
    
    Non-recoupable License Fee. Licensee shall pay to HBS a non-refundable
and non-recoupable license fee in the amount of Two Million Five Hundred Thousand
U.S. Dollars (the License Fee) within five (5) working days following the execution
of this Agreement. Licensees failure to pay payment of the License Fee within the
time period set forth herein shall be deemed a material breach of this Agreement, and
HBS, in addition to any remedies available to it at law or in equity, may immediately
terminate this Agreement upon written notice to Licensee without any liability to
Licensee of any kind.6.2.2.
    
    Minimum Guarantee. Licensee shall pay to HBS a non-refundable minimum
guarantee against royalties in the amount of Six Million Five Hundred Thousand U.S.
Dollars ($6,500,000 U.S.D) (the Minimum Guarantee) as follows:
 HBS Hellgate: London License:
    
    Page 19Rev. 12/7/2006
    
    CONFIDENTIAL




---



##### 



6.2.2.1.
    
    Two Million Five Hundred Thousand U.S. Dollars ($2,500,000 U.S.D) during the
twelve (12) month period immediately following the Commercial Release Date (the First
Period), which shall be paid to HBS on the earlier of either March 31, 2007 or the
launch date of the Closed Beta in the Territory.6.2.2.2.
    
    Two Million U.S. Dollars ($2,000,000 U.S.D) during the second twelve (12) month
period following the Commercial Release Date (the Second Period), which shall be paid
and payable in four equal installments of Five Hundred Thousand U.S. Dollars ($500,000
U.S.D), each on the first day of each Quarter of the Second Period; and6.2.2.3.
    
    Two Million U.S. Dollars ($2,000,000 U.S.D) during the third twelve (12) month period
following the Commercial Release Date (the Third Period), which shall be paid and
payable in four equal installments of Five Hundred Thousand U.S. Dollars ($500,000
U.S.D), each on the first day of each Quarter of the Third Period.6.2.2.4.
    
    The Minimum Guarantee shall be recoupable by Licensee against Royalties pursuant to
and as stated in Section 6.2.3 below. Notwithstanding anything in this Section 6.2.2 to
the contrary, should Licensee pay to HBS at least Six Million Five Hundred Thousand U.S.
Dollars ($6,500,000 U.S.D) in Royalties at any time prior to the expiration of the Third
Period (the Minimum Guarantee Payout) following recoupment of the applicable portion of
the Minimum Guarantee paid to HBS for the applicable Period in which the Minimum
Guarantee Payout is paid, Licensee shall not be obligated to pay HBS the remaining
portions of the Minimum Guarantee payable for the remaining Periods, provided, however,
that nothing in this Section 6.2.2.4 shall waive HBSs right to, or relieve Licensee of
its obligation to pay, accrued Royalties during the Term. By way of example, if by the
end of the First Period, Licensee has recouped Two Million Five Hundred Thousand U.S.
Dollars ($2,500,000 U.S.D) of the Minimum Guarantee payable to HBS for the First Period
and paid to HBS Six Million Five Hundred Thousand U.S. Dollars ($6,500,000 U.S.D) in
Royalties, Licensee shall not be obligated to pay the remaining portions of the Minimum
Guarantee for the Second Period and the Third Period.
 6.2.3.
    
    Royalties. Licensee shall pay HBS the royalties (Royalties) in accordance with the
rates described in Exhibit D. The Royalties payable during the First Period through the Third
Period as stated above shall be recouped only against the amount of the Minimum Guarantee paid
in the respective Period stated in Section 6.2.2 above. Royalties may not be
cross-collateralized between Periods for purposes of recoupment of the Minimum Guarantee.
Without limiting the generality of the foregoing, should Licensee recoup from Royalties the
applicable amount of the Minimum Guarantee paid to HBS for any given Quarter during the First
through Third Period (each a Quarterly MG Payment), Licensee shall pay to HBS all Royalties
in excess of such Quarterly MG Payment for such Quarter . By way of example, if Royalties in
the second Quarter of the Second Period are $1,000,000, Licensee must pay HBS $500,000, which
is the amount of Royalties remaining following recoupment of the Quarterly MG Payment for such
Quarter. Licensee shall ensure all royalties are paid in accordance with the provisions of
this Agreement and Exhibit D.
 6.3.
    
    Payments. As security for the payment requirements herein, Licensee shall set
up the necessary facilities as HBS shall determine, including but not limited to order
based Letters of Credit. In the event Licensee is unable to timely pay any amounts due
hereunder, HBS shall have the right to make an immediate draw on the Standby LC set out in
Section 6.5 below to meet the outstanding sums due. HBS shall also have the right to
immediately terminate this Agreement upon written notice to Licensee. Except as otherwise
provided by HBS in writing, The License Fee described in
Section 6.2.1, the Minimum
Guarantee described in Section 6.2.2 and all royalties payable to HBS pursuant to Section
6.2.3 hereunder shall be paid by wire transfer to the following account with no deductions
set-off or withholding of any kind, including, without limitation for currency conversion,
wiring charges or any tax that may be levied according to local or international law:
 HBS Hellgate: London License:
    
    Page 20Rev. 12/7/2006
    
    CONFIDENTIAL




---



##### 



BANK
OF SHINHAN Youido MMBC Branch,
Address : Shinhan Building, 45-11, Youido-dong, Yongdungpo-gu, Seoul, Korea 150-010
Account Number: 264-82-001466
For Credit to : HANBITSOFT INC.
 6.4.
    
    Exchange Rate. The starting currency exchange rate under this agreement shall be
the exchange rate announced by the Bank of America on the date of the wire transfer. Any
exchange rate fluctuation between US Dollars and local currency in the Territory will not
change the US Dollar value of the License Fee and/or the Minimum Guarantee stated in the
contract. However, any exchange rate fluctuation between US Dollars and local currency in
the Territory will immediately apply to payable Royalties and any Royalties to be recouped
against the Minimum Guarantee as permitted herein. If any local currency in the Territory
fluctuates daily on the open market, HBS will reserve the right to set up a quarterly exchange
rate to be used for payable royalties calculation. New quarterly rates will be based on the
average of the 90 previous days as per the official rate from Bank of America.6.5.
    
    Intentionally Deleted.6.5.1.6.6.
    
    All payments hereunder shall be made in the United States Dollars without any exception
whatsoever.6.7.
    
    Except and/or unless as otherwise expressly stated in this Agreement, all advances, royalties
or other payments made to HBS hereunder shall be made without deduction for any local, state,
federal or foreign taxes or duties and/or withholding taxes. Licensee shall be responsible
for the payment of any and all taxes, licenses, duties and fees of Licensee or HBS including
any withholding tax in connection with the marketing, distribution, sale, possession, use or
sublicensing of the Localized Game (inclusive of value added taxes, but exclusive of taxes
based on HBSs net income). Licensee hereby agrees to pay and to indemnify HBS from all such
duties, taxes and fees as may be imposed upon HBS with respect to the marketing, distribution,
sale, possession, use or sublicensing of the replicated HBS Products pursuant to this
Agreement. In the event Licensee is precluded by applicable law from making payments free of
deductions, then Licensee shall pay to HBS such additional amounts as necessary so that the
actual amount received by HBS shall be the same as though no such deduction had been made.6.8.
    
    Currency Control. Licensee shall obtain the necessary approvals and registrations
(including any reporting requirements to the central bank or monetary
authority as the case may
be) as required by the appropriate authorities to ensure that all currency control
requirements have been met in order to facilitate the smooth and timely payments of the sums
(in United States Dollars) due to HBS under this Agreement.6.9.
    
    Pricing. Licensee shall determine the pricing of the Localized Game within the
Territory in consultation with HBS.6.10.
    
    Accounting: Payment Method.6.10.1.
    
    Licensee will, not later than the fifteenth (15th) day following each calendar month
during the Term of this Agreement and any extension thereof, and thereafter so long as any
revenue or sales are generated or otherwise made by Licensee, furnish to HBS a full, complete
and accurate statement itemized by Revenue Generation Method, under Section 6.1 and each
Exhibit D, showing, for each country in the Territory: (i) the number, description, prices at
which the Game is Exploited, (ii) Retail Sales, (iii) Gross Sales, (iv) the quantity and
monetary value of the Online Virtual Game Cards, Game Cards issued, (v) Online Revenue of the
Game, (vi) Localized Games manufactured, distributed, shipped, and/or sold by Licensee, and
(vii) Royalties generated for the preceding month (each a
 HBS Hellgate: London License:
    
    Page 21Rev. 12/7/2006
    
    CONFIDENTIAL




---



##### 



Monthly Statement). Licensee will also include a statement of any returns made and copies
of all related invoices. All such statements will be furnished whether or not any payments have
been made to Licensee in the said preceding month and will be certified to be accurate by an
officer of Licensee. Unless payable earlier pursuant to Section 6.8.2 or Exhibit D, Licensee
shall, with the submission of each Monthly Statement pay all Royalties payable to HBS as shown
thereon. In addition to the foregoing, Licensee shall provide, no later than twenty-five (25)
days following the end of each Quarter, a full, complete statement certified to be accurate by an
officer of Licensee, summarizing each Monthly Statement issued for such Quarter (each a
Quarterly Statement), regardless of whether any Royalties are payable during such Quarter. In
addition to the information provided in each Monthly Statement, each Quarterly Statement shall
include a statement of Royalties generated during the applicable calendar quarter which have not
otherwise been paid to HBS by Licensee. Licensee shall pay such Royalties to HBS with the
submission of the applicable Quarterly Statement.6.10.2.
    
    Licensee shall pay to HBS the License Pee and Minimum Guarantee in accordance with the
terms in Sections 6.2.1 and 6.2.2. With respect to Royalties generated from Game Cards and
Online Game Cards, HBS will invoice Licensee following receipt of Licensees purchase orders
for the serial numbers of Game Cards and Licensee shall make payment due to HBS forthwith upon
receipt of HBSs invoice date for such orders. HBS shall deliver the serial numbers of Game
Card and Online Virtual Game Card codes to Licensee following receipt of payment. HBSs
receipt of statements or payments will not prevent it from questioning the correctness of the
statements.6.10.3.
    
    Licensee agrees that any inconsistencies or mistakes discovered in the statements will be
promptly rectified and the appropriate payments made by Licensee. Interest at the rate of
five percent (5%) per month, not compounded, (but in no event more than the maximum amount
permitted by law), shall accrue on any amount due hereunder, from the date such payments are
due until the date of payment. Time is of the essence with respect to all payments under
this Agreement. HBSs right hereunder to interest on late payments shall not preclude HBS
from exercising any of its other rights or remedies pursuant to this Agreement or otherwise
with regard to Licensees failure to make timely remittances.6.10.4.
    
    Licensee shall, upon HBSs demand, but not more than once per year, at Licensees own
expense, furnish to HBS a detailed statement prepared by an independent certified public
accountant specifying the kinds and quantities of Game Cards, Online Virtual Game Cards and
Localized Games in inventory, sold and the prices received therefor up to the date of HBSs
demand.6.11.
    
    Usage Reports; Management Reports.6.11.1.
    
    In conjunction with the Accounting statements set forth in Section 6.10, Licensee shall
provide to HBS written reports for every one-month period, or more or less often if requested
by HBS, showing Licensees shipments and uploads of the Localized Game, usage of the Server
Software and any other information HBS reasonably requests. Licensee shall contractually
obligate any duplicator/replicator with which it contracts to replicate the Client to send
detailed and accurate reports regarding the number of units of the Localized Game duplicated.
The reports shall be submitted to HBS no later than the thirtieth of each and every month that
any such duplication/replication takes place.6.11.2.
    
    On a quarterly basis, Licensee shall provide to HBS written management reports to include,
but not limited to Gross Sales revenue in local currency delineating applicable to individual
subscriptions, product SKUs and wholesale customers, as well as a report of royalty
calculation, detailed profit & loss statement, balance sheet, cash flow statement and other
information as HBS may reasonably request.
 6.12.
    
    Records. Licensee shall maintain, for at least three (3) years after termination of
this Agreement, its records, contracts and accounts relating to the Game. For the purpose of
verifying compliance by the Licensee with the provisions of this Agreement, Licensee agrees
that HBS and its representatives shall be permitted with full access to and shall be permitted
to make copies of or abstracts from, the books and records of Licensee relating to all facets
of Licensees Exploitation of
 HBS Hellgate: London License:
    
    Page 22Rev. 12/7/2006
    
    CONFIDENTIAL




---



##### 



the Game, HBS shall be permitted to audit such books and records at reasonable intervals.
Such records, contracts and accounts shall be deemed confidential information by HBS.6.13.
    
    Audit Rights. Licensee shall maintain accurate books and records pertaining to the
reproduction and distribution of the Game and the operation of the Game at Licensees
headquarters .. HBSs designated auditors (who shall be certified public accountants) shall
have the right twice a year during ordinary business hours and upon twenty (20) working days
prior written notice, to gain access to Licensees accounts and records related to the Game.
Licensee will at all times keep an accurate and separate record of all transactions covered by
this Agreement. Records will include all documents and other information relevant to the
performance by Licensee of its rights and obligations under this Agreement. HBSs auditors,
upon reasonable notice and at its own expense, will have free and full access to and will have
the right to audit, copy and make abstracts of Licensees records and other relevant documents
and information in the possession of Licensee, in order to verify any statements rendered
hereunder. HBS shall also have access to audit the components of the billing system operated
by Licensee. Any such audit will be conducted only by certified public accountants and will
take place only during reasonable business hours and in such manner so as not to unreasonably
interfere with Licensees normal business activities. All of the information contained in
Licensees records will be kept confidential except to the extent necessary to permit
enforcement of Flagships/HBSs rights hereunder (including, but not limited to, disclosing
such records to Flagship), and HBS agrees that such information inspected and/or copied on
behalf of HBS hereunder will be used only for the purposes of determining the accuracy of the
statements, and will be revealed only to such employees, agents and/or representatives of HBS
as necessary to verify the accuracy of the statements except to the extent necessary to permit
enforcement of HBSs rights hereunder. Licensee will be furnished with a copy of HBSs auditor
report within thirty (30) days after the completion of such report. In no event will such an
audit with respect to any statement rendered hereunder: (i) commence after the date on which
such statement has become conclusive and binding upon HBS; (ii) be made hereunder more
frequently than twice annually; or (iii) be conducted on the premises of Licensee for more
than fifteen (15) business days per audit without a compelling reason, such as the unusual
complexity of the audit or Licensees failure to reasonably cooperate with, or promptly
provide information reasonably requested by, the auditor. All such records will be kept
available for at least three (3) years after the expiration or termination of this Agreement.
Should the audit disclose a discrepancy in payments to HBS during the period that is covered
by the audit of more than three percent (3%) of any amount subject to the audit, Licensee will
bear the reasonable cost of the audit. Any underpaid amount as disclosed by an audit will
be paid immediately to HBS, together with interest at the rate of five percent (5%) per month
(not compounded), or (if lower), the highest rate allowed by applicable law, commencing on the
date such payment was originally due hereunder.6.14.
    
    HBS has not made nor does it make hereunder any representation regarding the amount of
revenue or the expense that Licensee will incur pursuant to this Agreement.
 Support
 7.1.
    
    Customer Service. Licensee acknowledges that the substantial goodwill of Flagship/HBS
and the Flagship Trademarks and HBS Trademarks in the Territory will be greatly damaged if the
User support by Licensee is anything other than first class. Licensee agrees to provide Users
first class support, including: twenty-four (24) hour a day, every day of the year customer
and game user support via call-in center, in-game presence and email. Further, Licensee agrees
to comply with the requirements of Exhibit E which describes the minimum levels of both
customer and game support.7.2.
    
    Support to Licensee. HBS shall provide Licensees personnel with initial training
regarding the support of the Game (including the Expansions, if any), without charge. The
duration and scope of the training is set forth in the Implementation Plan. Thereafter,
Licensee shall pay HBS the rate stated in the Implementation Plan for the provision of further
training and assistance.7.3.
    
    Licensee Personnel. Licensee shall train and maintain a sufficient number of
capable technical personnel at its expense in the Territory; (1) to serve the needs of Users;
and (2) otherwise to carry out the responsibilities of Licensee pursuant to this Agreement.
 HBS Hellgate: London License:
    
    Page 23Rev. 12/7/2006
    
    CONFIDENTIAL




---



##### 



7.4.
    
    Technical Expertise. Licensee and its staff shall be conversant with
the technical language conventional to HBSs Products and similar computer products
in general. HBS may require minimum proficiency levels in the Implementation Plan.7.5.
    
    Licensee agrees that notwithstanding the provision of initial training and
support by HBS, Licensee shall remain solely and wholly responsible for the provision
of the On-Line Services technical support, billing, connection, bandwidth, etc.,
Customer Service, and the discharge of all of its other duties and obligations
hereunder. In this regard, Licensee agrees that it shall promptly attend to all
customer queries and/or complaints relating to the provision of the On-Line Services
and the Localized Game and ensure that such queries and/or complaints are
satisfactorily attended to and resolved. Licensee shall take all necessary measures
to ensure that Flagship/HBS and their respective parent, affiliates, and related
entities are not exposed to any suits, claims, demands or proceedings from customers
in connection with the above.7.6.
    
    Dispatching HBS Employees. HBS may, at its sole discretion,
dispatch up to three (3) HBS employees to Licensees offices or such other locations
in the Territory from time to time for the purpose of providing marketing and/or
technical support to Licensee during the Term. For each HBS employee dispatched to
Licensee as set forth herein, Licensee shall pay: (a) all travel costs associated
with such employee, including, without limitation, airfare and reasonable hotel or
housing accommodations (the standards of which shall be subject to HBS approval); (b)
any and all costs associated with obtaining a visa for the Territory; and (c) a
support fee of $2,500 U.S.D per month. The support fee set forth in the immediately
preceding sentence shall be paid to the account set forth in Section 6.3 on the last
day of each month that each such employee is providing Licensee support services.
Payment of partial months of support service shall be calculated by dividing the
service fee by 30 and then multiplying the result by the number of days of support
service provided.7.7.
    
    Middleware Installation. HBS may license, under a separate software
license agreement with Licensee, certain HBS software products for the purpose of
assisting in providing the Online Services (the Middleware), including (a) a
concurrent user monitoring solution; (b) a billing system which shall provide
daily/cumulative charged deposit points and daily/cumulative consumed deposit
points; and (c) access to total subscriber numbers, daily new subscriber numbers, and
daily unique visitor numbers. Licensee shall provide reasonable support to HBS at
HBSs request for the purpose of installing the Middleware.
 8. Representations and Warranties .
 8.1.
    
    Licensee Representations and Warranties. Licensee represents and
warrants that: (i) Licensee has the right, power and authority to enter into this
Agreement; (ii) the name Infocomm Asia Holdings Pte Ltd. (or other name mutually
approved by the parties) and related logo, and use thereof as permitted by Licensee
under this Agreement, do not and will infringe any Intellectual Property Rights or
other proprietary rights of any third party and that as of the Effective Date, there
are no lawsuits or proceedings pending in any forum or any claims asserting
concerning any aspect of the same; (iii) the Game Cards, Online Virtual Game Cards,
Marketing Materials, Instructional Guides, Promotional Merchandise, Promotional
Events, Localized Game, and Localized Server Software as developed, manufactured,
performed or otherwise provided by Licensee and any other materials of any kind
provided by Licensee or any third party hereunder do not and will not violate or
infringe any Intellectual Property Rights or other proprietary rights of any third
party; (iv) Licensee shall comply with applicable international, national, state,
regional and local laws and regulations in performing its duties hereunder and in any
of its business with its customers and with respect to the Localized Game in the
Territory; (v) the Game Cards, Online Virtual Game Cards, Localized Games, Localized
Server Software, Hardware or other related software will not contain any known
viruses, bugs, or other harmful code; (vi) the media on which the Game Cards and
Localized Games and other items related to the Game that are furnished to its
customers by Licensee will be free from defects in materials and workmanship; (vii)
Licensees performance of this Agreement does not conflict with any other agreement
to which Licensee is bound and, while performing this Agreement, Licensee will not
enter into any other agreement which would impair the ability of Licensee to perform
this Agreement; (viii) Licensees performance of this Agreement shall be in a
 HBS Hellgate: London License:
    
    Page 24Rev. 12/7/2006
    
    CONFIDENTIAL




---



##### 



professional manner and shall be of a high grade, nature, and quality; (ix) it
has obtained and will maintain throughout the duration of this Agreement, the
requisite approvals, consents, permissions, licenses or permits as the case may be
from the relevant government or statutory authorities for the performance of its
obligations herein; and (x) this Agreement has been duly authorized, executed and
delivered by Licensee and constitutes a valid, binding and enforceable agreement of
Licensee.8.2.
    
    HBS Representations and Warranties. HBS represents and warrants
this Agreement has been duly authorized, executed and delivered by HBS and
constitutes a valid, binding and enforceable agreement of HBS.
 9.
    
    Disclaimer of Warranties. LICENSEE ACKNOWLEDGES THAT (A) THE GAME AND SERVER ARE
PROVIDED AS IS AND WHERE IS BY FLAGSHIP/HBS AND ARE ACCEPTED BY LICENSEE AS SUCH, AND (B)
EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, FLAGSHIP/HBS DISCLAIMS ALL WARRANTIES, AND
LICENSEE RECEIVES NO WARRANTIES UNDER THIS AGREEMENT OF ANY KIND, INCLUDING BUT NOT LIMITED TO
WITH REGARD TO THE GAME AND SERVER, WHETHER EXPRESSED OR IMPLIED, OR ARISING OUT OF ANY COURSE
OF PERFORMANCE, CUSTOM, INDUSTRY STANDARD, OR USAGE IN TRADE, INCLUDING BUT NOT LIMITED TO
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT AND TITLE OR
OTHERWISE. WITHOUT LIMITING THE FOREGOING, FLAGSHIP/HBS SPECIFICALLY DOES NOT
WARRANT, GUARANTEE OR MAKE ANY REPRESENTATIONS: (i) THAT GAME AND SERVER WILL MEET LICENSEES
REQUIREMENTS; (ii) THAT GAME AND SERVER WILL BE ERROR FREE OR FUNCTION IN AN
UNINTERRUPTED MANNER; (iii) REGARDING THE USE, OR THE RESULTS OF THE USE, OF THE GAME AND
SERVER IN TERMS OF CORRECTNESS, ACCURACY, RELIABILITY, CURRENTNESS, OR OTHERWISE. THE ENTIRE
RISK AS TO THE RESULTS AND PERFORMANCE OF GAME AND SERVER IS ASSUMED BY LICENSEE. THE
WARRANTIES SET FORTH ABOVE ARE EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES OR REMEDIES.
NO VERBAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY FLAGSHIP/HBS OR THEIR RESPECTIVE AGENTS,
REPRESENTATIVES OR EMPLOYEES SHALL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF THIS
WARRANTY, AND LICENSEE SHALL NOT RELY ON ANY SUCH INFORMATION OR ADVICE. THE FOREGOING
DISCLAIMERS OF WARRANTY CONSTITUTE AN ESSENTIAL PART OF THIS AGREEMENT.
 10.
    
    Limitation of Liability.UNDER NO CIRCUMSTANCES SHALL FLAGSHIP/HBS BE LIABLE TO
LICENSEE ON ACCOUNT OF ANY CLAIM (REGARDLESS OF THEORY OF LIABILITY WHETHER BASED UPON
PRINCIPLES OF CONTRACT, WARRANTY, NEGLIGENCE OR OTHER TORT, BREACH OF ANY STATUTORY DUTY,
PRINCIPLES OF INDEMNITY, THE FAILURE OF ANY LIMITED REMEDY TO ACHIEVE ITS ESSENTIAL PURPOSE,
OR OTHERWISE) FOR ANY SPECIAL, CONSEQUENTIAL, RELIANCE, INDIRECT, INCIDENTAL, PUNITIVE-OR
EXEMPLARY DAMAGES, WHETHER FORESEEABLE OR NOT, INCLUDING BUT NOT LIMITED TO LOST PROFITS,
REVENUE, OR GOODWILL OR COST OF REPLACEMENT SERVICES OCCASIONED BY ANY DEFECT IN THE GAME OR
SERVER, THE INABILITY TO USE, LOCALIZE OR INTEGRATE THE GAME OR SERVER WITH LICENCEES
HARDWARE, SOFTWARE OR OTHER EQUIPMENT, GAMECARDS, OR ANY OTHER CAUSE WHATSOEVER WITH RESPECT
TO THE GAME OR SERVER OR THIS AGREEMENT, DAMAGE OR LOSS OF PROPERTY, EQUIPMENT, INFORMATION
OR DATA, OR FOR ANY DAMAGES OR SUMS PAID BY LICENSEE TO THIRD PARTIES, EVEN IF FLAGSHIP/HBS
HAS BEEN ADVISED OR IS AWARE OF THE POSSIBILITY OF SUCH DAMAGES.
LICENSEE ACKNOWLEDGES AND AGREES THAT (1) LICENSEE HAS NO EXPECTATION AND HAS
RECEIVED NO ASSURANCES THAT ITS BUSINESS RELATIONSHIP WITH FLAGSHIP/HBS WILL CONTINUE BEYOND
THE STATED TERM OF THIS AGREEMENT OR ITS EARLIER TERMINATION, AND THAT FLAGSHIP/HBS HAS NOT
MADE ANY PROMISES WITH RESPECT TO LICENSEES ABILITY TO RECOUP ANY INVESTMENT OR COSTS BY
LICENSEE IN CONNECTION WITH THE PROMOTION OF LOCALIZED GAME BY VIRTUE OF THIS AGREEMENT; AND
(2) LICENSEE SHALL NOT HAVE OR ACQUIRE BY VIRTUE OF THIS AGREEMENT OR OTHERWISE ANY VESTED,
PROPRIETARY OR OTHER RIGHT IN THE PROMOTION OF LOCALIZED GAME OR IN ANY GOODWILL CREATED
BY ITS EFFORTS HEREUNDER. LICENSEE AGREES THAT FLAGSHIP/HBS WILL NOT BE LIABLE
FOR ANY DAMAGES THAT LICENSEE OR ITS CUSTOMERS OR END USERS MAY INCUR ARISING OUT OF THE USE
OR INABILITY TO USE THE LOCALIZED GAME OR GAME CARD.
 HBS Hellgate: London License:
    
    Page 25Rev. 12/7/2006
    
    CONFIDENTIAL




---



##### 



11. Indemnification .
 11.1.
    
    Licensees Indemnification. Licensee shall defend, indemnify and
hold harmless Flagship/HBS, their respective parent, subsidiaries, affiliated
companies and partners and their respective officers, directors, employees and agents
(each, an Indemnified Party) from and against any and all liabilities, damages,
judgments, costs, expenses, and fees (including reasonable attorneys fees) resulting
from any claims, litigation, or actions arising out of or relating to actual or
alleged: (i) distribution by Licensee of the Localized Game, Online Virtual Game
Cards, Game Cards, Instructional Guide, or any other Game related materials; or (ii)
Licensee marketing and sale of the Game Cards, Online Virtual Game Cards or Localized
Game; or (iii) defects in the Game Cards, Online Virtual Game Cards, Localized Game
or Localized Server; or (iv) unauthorized use of any patent, process, method or
device or out of the infringement of any copyrights, trade name, patent, or libel or
invasion of the right of privacy, contract, publicity or other property rights of any
party; or (v) breach by Licensee of any and all provisions of this Agreement in
connection with the performance by Licensee of its rights or obligations under this
Agreement; or (vi) breach of any representations and warranties or covenants Licensee
has made hereunder; or (vii) infringement caused by any modification to the Game
Cards, Online Virtual Game Cards, Localized Game or Localized Server or Documentation
not authorized by HBS; or (viii) any third-party claim arising from Licensees use of
any trademarks or copyrighted material added to the Game Cards, Online Virtual Game
Cards, Localized Game, Instructional Guide, Marketing Materials or other Game related
materials. An Indemnified Party will timely notify Licensee in a writing that sets
forth with specificity the claim or action to which such indemnification obligation
applies but any failure to provide timely notice or information shall not impair such
Indemnified Partys rights to indemnification except to the extent that such failure
has materially prejudiced or materially delayed Licensee in defense of the claim.
Licensee shall have the right to control the defense of each such claim and any
lawsuit or proceeding arising therefrom. Licensee will cause its counsel to
cooperate fully with the Indemnified Party and its counsel in the defense of such
action. Licensee shall not admit any liability or compromise any suit without first
obtaining the Indemnified Partys consent in writing. Each Indemnified Party shall
have the right to participate in the defense and settlement of such claim being
defended by Licensee through separate counsel at such Indemnified Partys expense.
Notwithstanding the foregoing, in the event Licensee does not timely undertake to
defend an Indemnified Party from a claim or suit described above, the Indemnified
Party shall have the right to undertake the defense itself and Licensee promises to
repay all liabilities, damages, costs and fees (including reasonable attorneys fees)
resulting from such defense regardless of the outcome.11.2.
    
    No Combination Claims. Flagship/HBS shall not be liable to
Licensee for any claim arising from or based upon the combination, operation or use
of any Game Cards, Online Virtual Game Cards, Localized Game or Localized Server with
equipment, data or programming not supplied by Flagship/HBS, or arising from any
alteration or modification of the Game or Server Software.11.3.
    
    Insurance. Licensee will carry and maintain at its sole cost and
expense appropriate and sufficient policy(s) of insurance, which must comply with all
statutory regulations in each state (or country) where this Agreement is being
performed, naming each of Flagship and HBS and their respective subsidiaries as
additional named insureds. Such policy(s) of insurance shall provide protection
against any and all claims, demands and causes of action arising out of or in
connection with the Localized Game, including without limitation, Game Cards, Online
Virtual Game Cards, Localized Client or Localized Server or the use thereof or
failure to perform, alleged or otherwise, in the
 HBS Hellgate: London License:
    
    Page 26Rev. 12/7/2006
    
    CONFIDENTIAL




---



##### 



Localized Game, including without limitation Game Cards, Online Virtual Game Cards,
Localized Client or Localized Server or any technology, equipment, material or other
component used in connection therewith, and shall include, but not limited to, the
following (or equivalent thereof): (i) Workers Compensation and State Disability,
including Employers Liability, (ii) Comprehensive General Liability (including broad
form of coverage for contractual, products liability and personal injury liability
(including bodily injury and death)), and (iii) Umbrella Liability. The amount of
coverage providing adequate protection for Flagship/HBS, and their respective
Affiliates and each of their respective agents, servants, employees, officers and
directors, and Licensee against any such claims or suits shall be a minimum amount of
One Million U.S. Dollars (US$1,000,000.00) combined single limit for each single
occurrence. Such policy(s) of insurance shall be in effect at least as early as the
Effective Date of this Agreement and shall remain in force and provide coverage
throughout the Territory until one (1) year after the effective date of expiration or
any termination of this Agreement. Licensee shall be solely responsible for the
payment of all deductibles on its policy(s). Within ten (10) business days after the
Effective Date of this Agreement, Licensee will deliver to HBS a certificate(s) of
insurance or other documentary proof that Licensee has obtained the required
insurance policy(s) pursuant to this Agreement. Without prejudice to the forgoing,
HBS may at its discretion specify alternative insurance type and amount that would be
sufficient to protect its interest, in accordance with the best practices of the
industry in general, if any one or more of the aforementioned insurance is not
available to the Licensee.
 12. Term and Termination .
 12.1.
    
    Term. This Agreement shall remain in full force and effect during the
Term.12.2.
    
    Termination by HBS with Cause. Without prejudice to any rights
which HBS may have under the Agreement or in law, equity, or otherwise:12.2.1.
    
    HBS shall have the right to terminate this Agreement as set forth in Sections 2.1,
4.2, 4.10, 5.6, 6.2.1.3 or immediately upon written notice delivered to the Licensee
if, at any time Licensee is in material breach of any other term, condition,
warranty, representation or covenant of this Agreement, including without limitation
those breaches listed in this Section 12, and fails to cure such breach (if such
breach is by its nature curable) within thirty (30) days of written notice thereof
(ten (10) days in the case of any breach of payment obligations pursuant to Section
6). Licensee may cure any particular curable breach section only twice, i.e., HBS may
immediately terminate the Agreement for cause if Licensee breaches any section for a
third time even though Licensee cured the breach twice before within the proper cure
period; or12.2.2.
    
    HBS shall have the right to terminate this Agreement automatically and without
further notice to Licensee in the event that Licensee shall make or attempt any
unauthorized assignment for the benefit of creditors, file any petition for
reorganization, readjustment or rearrangement of its business or affairs under any
laws or governmental regulations relating to relief of debtors, bankruptcy or
insolvency of any jurisdiction, have or suffer a receiver or trustee to be appointed
for its business or property, discontinues its business, or be adjudicated a bankrupt
or an insolvent. In the event that the Agreement so terminates, neither Licensee
nor its receivers, representatives, trustees, agents, administrators, successors,
and/or assigns shall have any right to manufacture, distribute, sell, exploit or in
any way deal with any aspect of the Localized Game, including without limitation,
Game Cards, Localized Client, Localized Server Software, Instructional Guides,
Promotional Events, Promotional Merchandise or any Marketing Materials except with
and pursuant to HBSs consent and instructions in writing.12.2.3.
    
    HBS shall have the right to terminate this Agreement automatically and without
further notice to Licensee in the event that Licensee is merged, consolidated, sells
all or substantially all of its assets or implements or experiences any substantial
change in management or control (the transfer of fifty percent (50%) or more of a
Licensees common stock or the equivalent, shall be considered a substantial change
in control hereunder), unless the prior consent and approval of HBS
is obtained.12.2.4.
    
    HBS shall have the right to terminate this Agreement automatically and without
further notice to Licensee in the event that Licensee enters into any arrangement,
partnership or takes part in activities
 HBS Hellgate: London License:
    
    Page 27Rev. 12/7/2006
    
    CONFIDENTIAL




---



##### 



that HBS considers to be prejudicial or adverse to its business interest, reputation, good
standing, image and/or goodwill or which would in any way negatively impact the commercial
viability of the Game. Accordingly, Licensee shall notify and obtain the approval of HBS before
entering into any of the aforesaid arrangements above. Such approval is revocable by Flagship on
a change of circumstances that negatively impacts Flagship.12.3.
    
    Failure to Manufacture or Distribute. Licensees failure to commence in good
faith the manufacture, shipping and sale in substantial quantities of the Licensed Products by
the Scheduled Production Date, and to continue during the Term to distribute and sell the Game
Cards, Online Virtual Game Cards or Localized Game in all commercially viable parts of the
Territory, will result in immediate damage to HBS and will constitute a material breach of
this Agreement.12.4.
    
    Licensee Violations of the Agreement. The following also shall constitute breaches
subject to HBSs right to terminate this Agreement in accordance with the provisions of
Section 12:12.4.1.
    
    If Licensee fails to deliver to Flagship/HBS or to maintain in full force and effect the
insurance required in Section 11.3; or12.4.2.
    
    If Licensee fails to provide timely statements, make payments and/or provide access to
Licensees premises as required by this Agreement; or12.4.3.
    
    If Licensee sells to any third party who intends to sell, any Game Cards, Online Virtual
Game Cards or Localized Games outside the Territory or channels of distribution; or12.4.4.
    
    If Licensee distributes or sells the Game, Game Cards or Virtual Online Game Cards other
than as set forth in Exhibit D; or12.4.5.
    
    If any governmental or regulatory agency finds that the Game Cards, Online Virtual Game
Cards or Localized Games are defective in any way, manner or form or if Licensee sells
seconds or inferior Game Cards or Localized Games; or12.4.6.
    
    If Licensee manufactures, sells or distributes, whichever occurs first, any of the
Promotional Merchandise, Instructional Guides, Packaging Material, Marketing Materials, press
releases, Game Cards, Online Virtual Game Cards or Localized Games without the prior written
approval of Flagship/HBS as provided in Section 5; or12.4.7.
    
    If Licensee has made a material misrepresentation or has omitted to state a material fact
necessary to make the statements not misleading; or12.4.8.
    
    If Licensee fails to mark all aspects of the Localized Game, including without limitation
Game Cards, Localized Games, Localized Server Software, Instructional Guides, Promotional
Merchandise, Packaging Materials and Marketing Materials with the appropriate copyright and
trademark notice provided to Licensee; or12.4.9.
    
    If Licensee assigns or attempts to transfer, assign this Agreement or any of Licensees
rights under this Agreement to any third party without HBSs prior written consent; or12.4.10.
    
    If Licensee sells the Server Software; or12.4.11.
    
    If Licensee fails to obtain the requisite approvals, license, permits and/or permission
from the government and regulatory authorities pursuant to Section 2.1.12.5.
    
    Effect of Termination. Upon expiration or termination for any reason of this
Agreement:12.5.1.
    
    Licensee shall cease using any Flagship/HBS trademarks, logos or trade names and shall
immediately cease manufacture, distribution, sale or advertisement for sale of the Game Cards,
Online Virtual Game Cards and Localized Games. Licensee shall immediately turn off the Server
Software and cease operations pertaining to the Localized Game.
 HBS Hellgate: London License:
    
    Page 28Rev. 12/7/2006
    
    CONFIDENTIAL




---



##### 



12.5.2.
    
    All Game masters, Game Cards, access codes, Game Data, Accounts, Localized
Games, Localized Servers, Replication materials, Game, Server Software, source code,
trademarks, trade names, patents, samples, literature and sales aids of every kind
and any other items provided to Licensee by Flagship/HBS shall remain the property of
Flagship/HBS as more specifically set forth in that certain Software Publishing
Agreement regarding the Game between Flagship and HBS. Within thirty (30) days
after the termination of this Agreement, Licensee shall prepare all such items, and
any other Game related materials including Work Product and localization materials in
its possession for shipment, as HBS may direct, at BBSs expense. Licensee shall
not make or retain any copies of any confidential or proprietary items or
information, including without limitation any Account and other customer information
or data, which may have been entrusted to it and shall immediately return the same as
directed by HBS. HBS shall have the right, which shall survive termination of this
Agreement to conduct a physical inventory of Licensee at its places of business to
verify such statement of remaining inventory. Licensee shall immediately surrender
all Account and other database of Game and customer information to HBS. The
transfer of any and all such information by Licensee to HBS shall be performed by
Licensee in such a manner that HBS or a third party designated by HBS shall be able
to assume the Online Services in the Territory without causing any interruption or
inconvenience to Users.12.5.3.
    
    Licensee shall provide HBS with a written report, sworn to by an authorized
officer of Licensee, detailing all inventory of the Game Cards, access codes and
Localized Games in its possession at the effective date of termination within ten
(10) business days. Licensee shall have no sell-off rights whatsoever and as set
forth in Section 12.5.2, any remaining inventory of Game Cards, access codes and
Localized Games shall become the property of HBS without any payment by HBS to
Licensee and shall be promptly delivered to HBS at a destination designated by HBS at
Licensees expense.12.5.4.
    
    Save where the Agreement is terminated on the grounds that Licensee has failed to
obtain the requisite approvals, license, permits and/or permission from the
government and regulatory authorities pursuant to Section 2.1 and referenced in
Section 12.4.10, the Minimum Guarantee and/or Royalties due for the current Period in
which the termination is effected, as well as the Minimum Guarantee for the
immediately following Period, and all other payments due and owing shall be
immediately due and payable to HBS within ten (10) days of the effective date of
termination for cause. In the event HBS terminates this Agreement for cause,
Licensee shall not be entitled to, and shall waive its right to make any claim to,
any refund of any fees or other payments made by Licensee to HBS under this
Agreement. HBS reserves all other rights and remedies available at law or equity.12.6.
    
    Survival. HBSs rights and Licensees obligations to pay HBS all amounts due
hereunder, as-well as Sections 3, 6, 8-14 and any provision of this Agreement that
expressly states that it shall survive termination or expiration shall survive
termination or expiration of this Agreement or any determination that this Agreement
or any portion hereof or exhibit hereto is void or voidable.
 13.
    
    Non-Disclosure or Use. In the course of this Agreement, it is anticipated that either
Licensee or HBS will learn confidential or proprietary information about Flagship/HBS and/or
Licensee. Each Party shall keep in trust and confidential this information and any other
information which other Party may acquire with respect to Flagships/HBSs business,
including, but not limited to, information developed and relating to new products, product
plans, product designs, customers, technology, computer codes, trade secrets, pricing,
know-how, inventions, techniques, programs, algorithms, schematics, documentation, business
opportunities, processes, and practices, and any information that ought, in good faith, to be
treated as confidential given its nature and/or the circumstances of its disclosure, unless
and until the other Party consents to disclosure, or unless such knowledge and information
otherwise becomes generally available to the public through no fault of the receiving Party.
Neither Party shall disclose to others, without the other Partys consent, the subject of this
relationship without first providing the other Party with the opportunity to review and offer
reasonable objection to the contemplated publication. In addition to the duty to maintain such
confidential information in strictest confidence, Each Party shall take all reasonable
precautions to prevent its unauthorized dissemination and to refrain from sharing any or all
of the-information with any third party for any reason whatsoever except as required by court
order, both during and after the termination of this Agreement. Without limiting the scope of
this duty, each Party agrees to limit its internal distribution of the confidential
information only on a need to know basis, solely to those who are informed of the
confidential nature of such information and agree to be bound by the terms of confidentiality
under this Agreement, and solely in connection with the performance of
 HBS Hellgate: London License:
    
    Page 29Rev. 12/7/2006
    
    CONFIDENTIAL




---



##### 



14. General.
 14.1.
    
    Relationship of the Parties. Licensees relationship with HBS during
the term of this Agreement will be that of an independent contractor. Licensee will
not have, and shall not represent that it has, any power, right or authority to bind
HBS, or to assume or create any obligation or responsibility express or implied, on
behalf of HBS or in HBSs name, except as herein expressly provided. Nothing stated in
this Agreement shall be construed as making partners of Licensee and HBS, nor as
creating the relationships of employer/employee, franchisor/franchisee, or
principal/agent between the parties. In all matters relating to this Agreement,
neither Licensee nor its employees or agents are, or shall act as, employees of HBS
within the meaning or application of any obligations or liabilities to HBS by reason of
an employment relationship. Licensee shall reimburse HBS for and hold it harmless from
any liabilities or obligations imposed or attempted to be imposed upon HBS by virtue of
any such law with respect to employees of Licensee in performance of this Agreement.14.2.
    
    Assignment. The rights granted to Licensee hereunder are personal in
nature and Licensee agrees that this Agreement shall not be assignable, nor may Licensee
delegate its duties hereunder without the prior written consent of HBS and Flagship.
Any attempted delegation or assignment without the required consent shall be void and of
no effect.14.3.
    
    Waiver and Modification. No waiver or modification of the Agreement
shall be effective unless in writing and signed by the party against whom such waiver or
modification is asserted. Waiver by either party in any instance of any breach of any
term or condition of this Agreement shall not be construed as a waiver of any subsequent
breach of the same or any other term or condition hereof. None of the terms or
conditions of this Agreement shall be deemed to have been waived by course of dealing or
trade usage.
 HBS Hellgate: London License:
    
    Page 30Rev. 12/7/2006
    
    CONFIDENTIAL




---



##### 



14.4.
    
    Notices. All notices and demands hereunder shall be in writing and shall be served
by personal delivery, express courier, or mail at the address of the receiving party set forth
in this Agreement (or at such different address as may be designated by such party by written
notice to the other party), and shall be deemed complete upon receipt. All notices or
demands by mail shall be by certified or registered airmail, return receipt requested. If
receipt of such notice or demand is refused or a party has changed its address without
informing the other, the notice shall be deemed to have been given and received upon the
seventh (7th) day following the date upon which it is first postmarked by the postal service
of the senders nation. Licensee shall notify HBS in writing of any material claim or
proceeding involving the Game within the Territory within seven (7) days after Licensee learns
of such claim or proceeding. Licensee shall also immediately report to HBS all claimed or
suspected product defects. Licensee shall also notify HBS in writing not more than seven (7)
days after any change in the management or control of Licensee or any transfer of a majority
share of Licensees voting control or a transfer of substantially all its assets. Licensee
shall provide written notice the Chief Executive Officer of HBS.14.5.
    
    Attorneys Fees. In the event any legal or administrative action or proceeding (an
Action) is brought by either party in connection with this Agreement, the prevailing party
in such Action shall be entitled to recover from the other party all the costs, attorneys
fees and other expenses incurred by such prevailing party in such Action.14.6.
    
    Complete Execution. This Agreement shall become effective only after it has been
executed by Licensee, HBS and Flagship.14.7.
    
    Choice of Law, Jurisdiction. This Agreement shall be governed by and construed in
accordance with the laws of the State of California, USA. THE APPLICATION OF THE UNITED
NATIONS CONVENTION OF CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS
IS EXPRESSLY EXCLUDED.
If any dispute, difference of opinion or claim which HBS and Licensee are unable to resolve
through amicable negotiation arises out of, or in connection with this Agreement, either party
may, after having the other party hereto so notified with a notice period of no less than
twenty (20) days, refer the matter in question to arbitration for settlement in accordance
with the Rules of Arbitration of the International Chamber of Commerce by one or more (maximum
of three (3)) arbitrators appointed in accordance with the said Rules. The arbitration shall
be conducted in Seoul, Republic of Korea, Both parties hereby submit to the jurisdiction of
such body over each of them personally in connection with such litigation, and waive any
objection to venue and any claim that such forum is an inconvenient forum. Notwithstanding
any of the foregoing to the contrary, Licensee hereto voluntarily and irrevocably submits and
consents to the sole and exclusive jurisdiction of the courts of the State of California, San
Francisco county, including Federal courts located therein, should Federal jurisdiction
requirements exist, in any action brought by Flagship to enforce (or otherwise relating to)
this Agreement, and Licensee hereby waives any objection thereto on
the basis of personal
jurisdiction or venue. The English-language version of this Agreement controls when
interpreting this Agreement and all proceedings shall be conducted in English.14.8.
    
    Severability. In the event that any provision of this Agreement shall be held by a
court or other tribunal of competent jurisdiction to be unenforceable, such provision shall be
enforced to the maximum extent permissible and the remaining portions of this Agreement shall
remain in full force and effect. In the event the infirmed provision causes the contract to
fail of its essential purpose, then the entire Agreement shall fail and become void.14.9.
    
    Force Majeure. Neither Party shall be responsible for any failure to perform due to
unforeseen circumstances or cause beyond such Partys control, including but not limited to
acts of God, war, riot, embargoes; acts of civil or military authorities, fire, floods,
accidents, strikes, or shortages of transportation facilities, fuel, energy, labor or
materials.14.10.
    
    Time is of the essence. Licensee acknowledges that time is of the essence
regarding its performance and discharge of all its duties and obligations under this
Agreement.
 HBS Hellgate: London License:
    
    Page 31Rev. 12/7/2006
    
    CONFIDENTIAL




---



##### 



14.11.
    
    Entire Agreement. This Agreement, including all Schedules and Exhibits hereto,
constitutes and contains the entire agreement between the parties with respect to the subject
matter hereof and supersedes any prior oral or written agreement. Nothing herein contained
shall be binding upon the parties until this Agreement has been executed by each party and an
executed copy has been delivered to the parties. This Agreement may not be changed,
modified, amended or supplemented except in a writing signed by all parties to this
Agreement. Each of the parties acknowledges and agrees that the other has not made any
representations, warranties or agreements of any kind, except as may be expressly set forth
herein.14.12.
    
    Third Party Beneficiary. Licensee hereby acknowledges and agrees that Flagship is
a third party beneficiary with respect to this Agreement with full power and authority to
enforce the provisions of this Agreement as if a direct party hereto. Sections 9 and 10 of
this Agreement shall apply to Flagship as if Flagship directly made such disclaimers and
limitations of liability therein. Except as otherwise provided for by this Agreement, the
terms hereto shall inure to the benefit of, and be binding upon, the respective successors and
assign of the parties hereto.14.13.
    
    Expenses. Each party shall bear all expenses related to its respective rights and
obligations described herein. For purposes of example only and without limitation, Licensee
shall be responsible for all expenses associated with the Marketing Support Commitment, the
Online Services, hardware and Localization.14.14.
    
    Counterparts. This Agreement may be executed in two or more counterparts, each of
which shall be deemed an original, but all of which together shall constitute one and the same
instrument. For purposes hereof, a facsimile copy of this Agreement, including the signature
pages hereto, shall be deemed to be an original. Notwithstanding the foregoing, the parties
shall deliver original execution copies of this Agreement to one another as soon as
practicable following execution thereof.14.15.
    
    Language. All statements and reports to be sent to HBS shall be in the English
language. If this Agreement is executed in more than one language then the English version
shall be binding on the parties in the event of a conflict between documents.
 HBS Hellgate: London License:
    
    Page 32Rev. 12/7/2006
    
    CONFIDENTIAL




---



##### 



HanbitSoft, Inc.By:
    
    /s/ Steve KimTitle
    
    CEODate
    
    Dec. 13. 2006.DRAGONGATE ENTERPRISES LIMITEDBy:
    
    /s/ Arthur WangTitle
    
    DirectorDate
    
    13 Dec 06ACKNOWLEDGEDANDAGREED:

 Flagship Studios, Inc.By:
    
    /s/ Bill RoperTitle
    
    CEODate
    
    13 Dec 06
 HBS Hellgate: London License:
    
    Page 33Rev. 12/7/2006
    
    CONFIDENTIAL




---



##### 



EXHIBIT A
 TECHNICAL SPECIFICATIONS
 To be completed by HBS
 HBS Hellgate: London License: 
Rev. 12/7/2006
    
    Page 34
CONFIDENTIAL




---



##### 



EXHIBIT B
 IMPLEMENTATION PLAN
 To be completed by HBS
 HBS Hellgate: London License: 
Rev. 12/7/2006
    
    Page 35
CONFIDENTIAL




---



##### 



EXHIBIT C
 MINIMUM MARKETING SUPPORT SUMS
 For the purpose of marketing, promoting and advertising the Localized Game, Licensee agrees that
it shall commit not less than Five Million U.S. Dollars ($10,000,000 USD) (Marketing Support
Sums) during the Term:
 For the period from the Effective Date to the Commercial Release Date, a sum of not less than
USD $5,000,000.
 For the remaining period after Commercial Release Date, a sum of not less than USD $5,000,000.
 Licensee shall provide a detailed budget plan within 10 working days upon HBS request for
approval. Revision of such approved plan shall require the prior written approval of HBS.
 The marketing commitments allocated and actually spent by sponsors approved by HBS may be
credited against the Marketing Support Sums.
 The Marketing Support Sums may not be used for: costs relating to the cost of goods or
distribution costs of the Game Cards (in any format) or the Localized Game; selling expenses;
labor, distributors margin, channel incentives, overhead expenses or other related costs.
 MARKETING PLAN
 HBS Hellgate: London License: 
Rev. 12/7/2006
    
    Page 36
CONFIDENTIAL




---



##### 



EXHIBIT D
 REVENUE GENERATION MODEL(S)
 EXHIBIT D1
 1.
    
    Date: The Effective Date.2.
    
    Revenue generation model type: Game Cards and Online Virtual Game Cards3.
    
    Description: Game Cards and Online Virtual Game Cards are currently the dominant
payment mechanism for OLMMPs within the Territory. A User purchases a Game Card from a retail
outlet or an Online Virtual Game Card on the Internet in one of varying amounts of currency
which amount is directly associated with the amount of Localized Server Software access time
the User will receive when using the Game Card or Online Virtual Game Card. The Game Card or
Online Virtual Game Card contains a secure window which, when opened, reveals a security code
that the User enters into the Localized Server Software via the Localized Game and/or Internet
after which the Users account is credited with such amount of time.4.
    
    Approved Sales Channels. For purposes of the Agreement and this Exhibit D, Licensee
may only distribute and sell (i) Game Cards, Online Virtual Game Cards to distributors,
wholesalers and retailers of video games and/or prepaid cards for resale to Users; and (ii)
Game Cards (but specifically excluding Online Virtual Game Cards) to Users at Licensee-hosted
promotional events for the Game, as previously approved by HBS. Under no circumstances shall
Licensee (i) directly or indirectly sell Game Cards to Users except as provided in the
immediately preceding sentence, or (ii) directly or indirectly sell Online Virtual Game Cards
to Users in any manner (other than through distributors, wholesalers and retailers of video
games and/or prepaid cards as set forth in part (i) of the immediately preceding sentence),
including, without limitation, selling Online Virtual Game Cards to Users through the
Localized Website. To the extent that HBS authorizes (which authorization shall be at HBSs
sole discretion) Licensee to sell and distribute Game Cards and/or Online Virtual Game Cards
directly to Users, the terms and conditions of such sale and distribution shall be subject to
a separate Exhibit D to be mutually agreed by the Parties.5.
    
    Royalty payable by Licensee to HBS: Twenty-One percent (21%) of the retail value of
each Game Card and Online Virtual Game Card produced for use with the Localized Server
Software. A Game Card or Online Virtual Game Card shall be deemed produced when HBS delivers
the associated security codes to the Game Card manufacturer or Licensee.6.
    
    Security code acquisition procedure: Licensee will notify HBS of the number of Game
Cards and Online Virtual Game Cards Licensee desires, together with a breakdown of how much
time each card shall credit a Users account and the corresponding retail value of the card
(e.g., 5,000 total cards: 2,000 of which are 5 hour cards with a retail value of x; 3,000 of
which are 10 hour cards with a retail value of y). HBS will then prepare and transmit to
Licensee an invoice regarding such order. Upon HBSs receipt of the full amount described on
the invoice (in accordance with Section 6 of the Agreement), HBS shall promptly transmit the
security codes to the Game Card manufacturer and HBS shall enable those codes in the Localized
Server Software. Licensee shall not permit the actual retail Game Card or Online Virtual Game
Card price to deviate from that in a corresponding security code request without the Approval
of HBS, and in the event such Approval is granted and the retail price is increased, HBS will
transmit to Licensee an invoice for the difference due HBS regarding the associated royalty
for such Game Cards and Licensee agrees to pay to HBS such invoiced amount in accordance with
Section 6 of the Agreement within five (5) days of Licensees receipt of the invoice. For
purposes of clarification, should Licensee order a number of Game Cards and/or Online Virtual
Game Cards whereby the invoice amount to be paid is in excess of the portion of the Minimum
Guarantee paid for the applicable Quarter, Licensee shall pay such excess amount to HBS
according to the terms of this paragraph 6.7.
    
    Inventory: Licensee agrees at all times to maintain and distribute a sufficient
inventory of Game Cards and Online Virtual Game Cards to meet User demand throughout the
Territory.8.
    
    Bundling: Game Cards and Online Virtual Game Cards shall not be capable of enabling
credit toward any other good or service, including any other OLMMP game.
 HBS Hellgate: London License: 
Rev. 12/7/2006
    
    Page 37
CONFIDENTIAL




---



##### 



EXHIBIT E
 MINIMUM SUPPORT OBLIGATIONS
 HBS Hellgate: London License: 
Rev. 12/7/2006
    
    Page 38
CONFIDENTIAL




---



##### 



EXHIBIT F
 PROFESSIONAL SERVICES AGREEMENT
 200   COMPANY NAME
 
  
     HBS Hellgate: London License: 
Rev. 12/7/2006
    
    Page 39
CONFIDENTIAL




---



##### 



HBS Hellgate: London License: 
Rev. 12/7/2006
    
    Page 40
CONFIDENTIAL




---



##### 



Agreed to and Accepted:COMPANY NAME
    
    ReplicatorSignature
    
    SignatureDate:
    
    Date:
 HBS Hellgate: London License: 
Rev. 12/7/2006
    
    Page 41
CONFIDENTIAL




---



##### 



EXHIBIT G APPROVAL REQUEST
    
    Tracking No.
 o
    
    First submission. We will assign a tracking number if this is first submission.Always use this number when resubmitting this item.
 
 HBS Hellgate: London License: 
Rev. 12/7/2006
    
    Page 42
CONFIDENTIAL




---



##### 



EXHIBIT H GUARANTEE AGREEMENT
 Guaranty 14/F, 122, Tunhwa North Road, Taipei, Taiwan Guarantor HBS Flagship Companies
 PRELIMINARY STATEMENT
 Agreement
  Guaranty; Direct Obligations. Guaranteed Obligations
 Absolute Obligation; Waiver of Defenses.
 Invalidity.
 Protest. Section 1
 HBS Hellgate: London License: 
Rev. 12/7/2006
    
    Page 43
CONFIDENTIAL




---



##### 



Modification.
 Collection. provided, however,
 Bankruptcy.
 Representations and Warranties.
 HBS Hellgate: London License: 
Rev. 12/7/2006
    
    Page 44
CONFIDENTIAL




---



##### 



Currency.
 Survival.
 Cumulative Rights. provided, however,
 Amendments.
 Assignments.
 Notices.
 Governing Law and Jurisdiction.
 HBS Hellgate: London License: 
Rev. 12/7/2006
    
    Page 45
CONFIDENTIAL




---



##### 



GUARANTOR:INFOCOMM ASIA HOLDINGS PTE. LTD.By:
    
    /s/ Roland OngName:
    
    Roland OngTitle:
    
    CEOGIGAMEDIA LIMITEDBY:
    
    /s/ Arthur WangName:
    
    Arthur WangTitle:
    
    CEO
 HBS Hellgate: London License: 
Rev. 12/7/2006
    
    Page 46
CONFIDENTIAL