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Sample Business Contracts

Exclusive Ragnarok License and Distribution Agreement - Gravity Corp. and Pt. Lyto Datarindo Fortuna

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[GRAVITY LOGO]                                                       [LYTO LOGO]

                               EXCLUSIVE RAGNAROK
                       LICENSE AND DISTRIBUTION AGREEMENT

THIS LICENSE AND DISTRIBUTION AGREEMENT (this "Agreement"), is made and entered
into on this 2 day of April, 2004, by and between GRAVITY CORPORATION, a
corporation duly organised and existing under the laws of the Republic of Korea
("Korea") and having its offices at 6th Fl. Shingu Bldg., 620-2, Shinsa-Dong,
Kangnam-Ku, Seoul, 135-894, Korea ("Licensor"), PT. LYTO DATARINDO FORTUNA, a
corporation duly organised and existing under the laws of the Republic of
Indonesia ("Indonesia") and having its offices at Cyber Building 1st floor, JI,
Kuningan Barat No. 8 Jakarta 12710, Indonesia ("Licensee").

                                    RECITALS:

WHEREAS, Licensor has developed and possesses all rights in computer programs of
online game "Ragnarok" ("Game") and also possesses valuable know-how and
technical information on the installation, design, service and use of the Game;

WHEREAS, Licensee is engaged in the business of sale and distribution of game
products in the Republic of Indonesia;

WHEREAS, Licensee desires to distribute and market the Game in the Territory (as
defined in Article 1) through the Service Company (as defined in Article 1)
which will be established after the execution of this Agreement and which will
be engaged in the sale, distribution, promotion and marketing of the Game to
wholesalers and will provide an accurate figure of the Service-Sales Amount (as
defined in Article 1) calculated with its billing system in the Territory; and

WHEREAS, Licensor desires to grant a license to the Service Company to perform
such activities through Licensee under the full guarantee of its performance by
Licensee.

                                    AGREEMENT

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

                                   ARTICLE 1.
                                   DEFINITIONS

The terms defined in this Article shall have the meaning ascribed to them herein
whenever they are used in this Agreement, unless otherwise clearly indicated by
the context.

1.1   "Confidential Information" shall mean all materials, know-how, software or
      other information including, but not limited to, proprietary information
      and materials regarding a Party's technology, products, business
      information or objectives, including the softwares for the Game and
      Technical Information under this Agreement, which is designated as
      confidential in writing by the providing Party or which is the type that
      is customarily considered to be confidential information by persons
      engaged in similar activities.

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[GRAVITY LOGO]                                                       [LYTO LOGO]

1.2   "End Users" shall mean the users of the Game through a network game
      service system established and operated by Licensee with individually
      assigned ID Numbers for each End User.

1.3   "Game" shall have the meaning stipulated in the recitals above, including
      any modified or advanced version of the Game distributed by Licensor for
      error correcting, updating or debugging purpose, under the same title. Any
      subtitled version, series or sequel to the Game which may be developed or
      distributed by Licensor after the execution of this Agreement shall be
      clearly excluded from the scope of this Agreement.

1.4   "ID Number" shall mean an identification number assigned to each End User,
      with which such End User can access and use the network game service
      system established and operated by Licensee.

1.5   "Indonesian Version" shall mean the Game provided in the Indonesian
      language.

1.6   "Intellectual Property" shall mean all patents, designs, utility models,
      copyrights, know-how, trade secrets, trademarks, service mark, trade dress
      and any other intellectual property rights in or related to the Game or
      Technical Information.

1.7   "Parties" and "Party" shall mean Licensor and Licensee, collectively and
      individually, respectively.

1.8   "Servers" shall mean the servers established, installed and operated by
      Licensee within the Territory only for the service of Game to End Users in
      the Territory.

1.9   "Service Company" shall mean the company which will be established by
      Licensee after the execution of this Agreement, 100% of whose issued and
      outstanding shares will be owned or controlled by Licensee and which will
      be engaged in the sale, distribution, promotion and marketing of the Game
      to wholesalers and will provide an accurate figure of the Service-Sales
      Amount calculated through its billing system in the Territory.

1.10  "Service-Sales Amount" shall mean the total service-sales amount that has
      been paid by End Users for the Game, including the amounts paid by way of
      prepaid card, and calculated by the billing system with the deduction of
      the Wholesaler-Discounts granted under this Agreement.

1.11  "Technical Information" shall mean the software, know-how, data, test
      result, layouts, artwork, processes, scripts, concepts and other technical
      information on or in relation to the Game and the installation, operation,
      maintenance, service and use thereof.

1.12  "Territory" shall mean the Republic of Indonesia.

1.13  "Wholesaler-Discounts" shall mean the discounts which are allowed by
      Licensee to wholesalers in the Game market; provided, however, that (i) if
      the payment by End Users is made by way of off-line prepaid card through a
      conventional sales channel, including but not limited to computer game
      rooms, computer stores, convenient stores, Wholesaler-Discounts granted to
      any wholesaler shall not exceed thirty percent

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[GRAVITY LOGO]                                                       [LYTO LOGO]

      (30%) of the amount of such off-line prepaid card, (ii) if the payment by
      End Users is made by way of on-line prepaid card through an online sales
      channel, including but not limited to internet home shopping malls,
      Wholesaler-Discounts granted to any wholesaler shall not exceed fifteen
      percent (15%) of the amount of such on-line prepaid card, and (iii) if the
      payment by End Users is made through neither a conventional sales channel
      nor an online sales channel, the rate of Wholesaler-Discounts shall be
      determined by mutual agreement between Licensor and Licensee.

                                   ARTICLE 2.
                                GRANT OF LICENSE

2.1   Licensor hereby grants to Licensee, subject to the terms and conditions
      contained in this Agreement, the exclusive, royalty-bearing and
      non-transferable license (the "License") to service, use, promote,
      distribute and market the Game to End Users and to use the Technical
      Information for such purpose within the Territory, and to grant a
      sublicense only to the Service Company.

2.2   The service, use, promotion, distribution and marketing of the Game by
      Licensee under this Agreement shall be made only in the Indonesian
      language using the Indonesian Version in the Territory. Any service, use,
      promotion, distribution and marketing of the Game outside the Territory
      and any use of the Technical Information for any purpose other than
      performance under this Agreement are strictly prohibited.

2.3   Licensee shall provide services of the Game only by the IBM PC on-line
      method (excluding mobile access) using the Servers. Without the prior
      written approval of Licensor, Licensee shall not manufacture, distribute
      or sell the Game in any other form or manner, including but not limited to
      a compact disk ("CD").

2.4   The Game shall be serviced, promoted, distributed and marketed under the
      titles, trademark, character names and other names of the Game ("Title")
      as originally created and used by Licensor. Provided, however, that, if it
      is required to change any of such Titles due to any special lingual or
      social circumstance of the Territory, the Parties shall decide and use new
      Title ("New Title") for the Game. All of the rights in or to the Title and
      New Title shall be exclusively owned by Licensor and Licensee shall not
      use any such Title or New Title in a manner that falls outside the scope
      of this Agreement without the prior written approval of Licensor.

2.5   All of the rights in or to the Game, except as granted under this
      Agreement, including but not limited to the rights to the character
      business of the Game, shall remain exclusively with Licensor.

                                    ARTICLE 3
                                 SERVICE COMPANY

3.1   Licensee shall establish the Service Company within 15 days after the date
      of execution of this Agreement. Promptly upon establishment of the Service
      Company, Licensee shall provide Licensor with the relevant corporate
      information on the Service Company, including the shareholding details
      thereof, and such other information

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[GRAVITY LOGO]                                                       [LYTO LOGO]

      thereon as may be reasonably requested by Licensor.

3.2   Within thirty(30) days after the date of establishment of the Service
      Company, Licensee shall enter into a fully valid and binding sublicense
      agreement ("Sublicense Agreement") with the Service Company, a copy of
      which shall be provided to Licensor promptly upon execution and which
      shall contain all of the terms and conditions of this Agreement mutatis
      mutandis. Under the Sublicense Agreement, Licensor shall be designated as
      a third party beneficiary and shall be entitled to exercise the rights of
      Licensee provided therein directly against the Service Company.

3.3   After the execution of the Sublicense Agreement, all service, use,
      promotion, distribution and marketing of the Game to End Users required
      under this Agreement shall be performed only by the Service Company.

3.4   In addition to the obligations of the Service Company provided in the
      Sublicense Agreement, all of Licensee's obligations provided in this
      Agreement shall apply to the Service Company, and Licensee shall cause the
      Service Company to perform all of Licensee's obligations under this
      Agreement. In this regard, the performance by the Service Company of
      Licensee's obligations under this Agreement shall be deemed to be the
      performance thereof by Licensee itself. Further, the term "Licensee" used
      throughout the text of this Agreement in relation to Licensee's
      obligations hereunder shall be deemed to include the Service Company.

3.5   During the term of this Agreement, Licensee shall maintain the ownership
      of at least fifty one percent (51%) of the total issued and outstanding
      shares and the control over the management of the Service Company. In the
      event Licensee loses such ownership or control, the Service Company shall
      lose all its rights in relation to the Game, and in this regard, the
      Sublicense Agreement shall expressly provide that it shall be
      automatically terminated in such event.

                                    ARTICLE 4
                                DELIVERY OF GAME

4.1   Subject to the terms and conditions of this Agreement, Licensor shall
      provide Licensee with its full assistance and cooperation, including
      preparation of the Indonesian Version and providing technical assistance,
      in order to enable a launch of the beta service and commercial service of
      the Game in the Territory.

4.2   Licensor and Licensee agree to launch the beta service of the Game in the
      Territory within forty-five (45) days from the date of execution of this
      Agreement, and to launch the commercial service of the Game in the
      Territory within sixty (60) days from the date of launch of the beta
      service of the Game. The Parties agree to cooperate with each other and
      exert their best efforts to launch the services of the Game in accordance
      with the above schedule in this Section 4.2. The above target dates for
      launching the services of the Game may be changed by mutual agreement
      between the Parties.

4.3   Once Licensee receives the Indonesian Version and technical documents on
      the Game (collectively "Delivery Materials") from Licensor, Licensee shall
      perform its review and test promptly and inform Licensor of any defect
      within thirty (30) days after receipt

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[GRAVITY LOGO]                                                       [LYTO LOGO]

      thereof. Licensee's failure to inform within the designated period shall
      be regarded as acceptance by Licensee, and any revision or modification of
      any of the Delivery Materials which may be made by Licensor thereafter
      upon the request by Licensee shall be at Licensee's sole expense.

4.4   The Game shall be serviced in the Territory only in the manners permitted
      by Licensor under this Agreement. Licensee shall be strictly prohibited
      from any modification, amendment or revision of any part of the Game
      including the title of the Game and the name of the characters in the
      Game, without the prior written approval of Licensor.

                                    ARTICLE 5
                              TECHNICAL ASSISTANCE

5.1   During the term of this Agreement, Licensor shall provide Licensee for
      free of charge with technical assistance including software installation
      and set-up, maintenance support, patch updates in connection with the Game
      and the localization of the Game into Indonesian language, provided that
      any and all expenses actually incurred by any engineers dispatched by
      Licensor to perform the above technical assistance in this Section 5.1,
      including, without limitation, business class airfare, lodging, food and
      other general living expenses incurred during their stay at Licensee's
      premises, shall be borne by Licensee.

5.2   Licensor shall, upon the request of Licensee, dispatch its engineers to
      Licensee for the installation of Servers and training of Licensee's
      personnel. The total period for such technical assistance excluding the
      travelling time shall not exceed 10 man days (based on 8 hours of work per
      engineer per day), and any further assistance through dispatch of
      Licensor's engineers shall be determined by the mutual agreement of the
      Parties. After the initial dispatch by Licensor of its engineers for 10
      man-day period, the salaries of Licensor's engineers for the dispatched
      period shall be paid by Licensee. All the expenses incurred by the
      engineers of Licensor for business class airfare, lodging and food and
      other general living expenses during their stay for the period of
      technical assistance shall be borne by Licensee.

5.3   During the term of this Agreement, Licensor shall receive Licensee's
      personnel in its office in Korea for training with respect to the
      installation and service of the Game and the installation, maintenance and
      operation of the Servers. The number of the trainees from Licensee shall
      not exceed three (3) persons at one time and the total period of training
      shall not exceed ten (7) man-days (based on 8 hours of training per
      trainee per day), unless otherwise agreed in writing by Licensor. All of
      the expenses for travel, lodging, food and other general living expenses
      incurred by such dispatched personnel of Licensee shall be borne by
      Licensee.

5.4   Any further assistance may be rendered by Licensor upon mutual agreement
      of the Parties.

5.5   Each Party shall be fully responsible and fully indemnify the other Party
      for the behaviour of and activities performed by its employees and
      personnel during their stay at the other Party's facilities.

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[GRAVITY LOGO]                                                       [LYTO LOGO]

                                    ARTICLE 6
                                     PAYMENT

6.1   In consideration of the License and technical assistance granted under
      this Agreement, Licensee shall pay to Licensor as follows:

      (a) INSTALLMENT PAYMENT

      Licensee shall pay to Licensor a sum of Fifty Thousand United States
      Dollars (USD 50,000) ("Installment Payment") within seven (7) days after
      the date of commencement of commercial service of the Game ("Commercial
      Service Date").

      None of the Installment Payment, whether in part or in whole, shall be
      refunded to or recouped by Licensee under any circumstances.

      (b) ROYALTY AND REPORT

      In addition to the Initial Payment, Licensee shall pay to Licensor as
      continuing royalties thirty percent (30%) of the Service-Sales Amount paid
      by End Users ("Royalty"). Subject to Section 6.1(c) below, the Royalty
      shall be paid on a monthly basis within twenty (20) days after the end of
      the applicable month. Licensee shall also provide Licensor with a report
      ("Royalty Report") on a monthly basis within twenty (20) days after the
      end of the applicable month. Each Royalty Report shall contain detailed
      information on the calculation of Service-Sales Amount for the applicable
      month.

6.2   Any and all payment under this Agreement by Licensee to Licensor shall be
      made in United States Dollar (USD) and by wire transfer to the account
      designated by Licensor or in such other method as may be mutually agreed
      between the Parties.

6.3   For all payments to be made in United States Dollar under this Agreement,
      the applicable foreign exchange rate shall be the basic exchange rate
      published by the Indonesia's Bank on the due date for the relevant
      payment. Provided, however, that, in the event of any delay in payment,
      the most favourable exchange rate to Licensor among the rates during the
      period from the due date for the relevant payment to the date of actual
      payment shall apply.

6.4   In the event any payment is delayed by Licensee under this Agreement, a
      default interest at a rate of 18% per annum shall apply. For the avoidance
      of doubt, Licensor's entitlement to such default interest pursuant to this
      Section 6.4 shall not affect any of the other rights of Licensor under
      this Agreement.

6.5   Licensee shall pay the Royalties in strict compliance with the due date
      set forth in Section 6.1(b) above and may not withhold, delay, reduce or
      offset the amount or payment of Royalties payable under this Agreement
      under any circumstances. For the avoidance of doubt, Licensee may not so
      withhold, delay, reduce or offset the amount or payment of Royalties for
      reasons of errors and/or bugs in or associated with the Game and/or the
      billing system. Such withholding, delay, reduction or offset by Licensee
      shall be deemed a material breach of this Agreement for the purposes of
      Article 14.

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[GRAVITY LOGO]                                                       [LYTO LOGO]

6.6   Any and all taxes including the sales tax, value added tax, income tax on
      any payment to Licensor under this Agreement shall be borne by Licensee,
      provided, however, if any government in the Territory requires Licensee to
      withhold the income tax on the payment to Licensor, Licensee is allowed to
      withhold as such tax up to fifteen percent (15%) of the respective payment
      amount. In the event that any amount is withheld for the tax payment under
      this Section 6.5, Licensee shall promptly inform Licensor of such payment
      and provide Licensor with a certification issued by the relevant tax
      authorities with respect to the relevant payment. Any withholding tax in
      excess of fifteen percent (15%) of the respective payment amount shall be
      borne by Licensee, and Licensee shall not deduct such withheld amount from
      the actual payment amount.

                                    ARTICLE 7
                                 REPORT & AUDIT

7.1   Licensee shall provide Licensor with all the information on the
      development of its business in relation to the Game. Without limiting the
      generality of the foregoing, Licensee shall inform Licensor promptly in
      the event of its launch of the beta service or the commercial service of
      the Game.

7.2   Licensee shall provide Licensor with a monthly report (the "Monthly
      Report") within twenty (20) days after the end of the applicable month in
      writing on its business activities in relation to the Game, including, but
      not limited to, the list of End-Users, the fees charged by Licensee, sales
      revenue for the pertinent month including the sale of the Special Edition
      Package, advertising activities and the expenses therefore, complaints
      received from End Users and market trends in the Territory.

7.3   Licensee shall keep all of its records, contractual and accounting
      documents and company documents in relation to its business and activities
      under this Agreement in its offices, during the term of this Agreement and
      for two (2) years after the expiration or termination of this Agreement.

7.4   During the term of this Agreement and two (2) years after the expiration
      or termination thereof, Licensor may by itself or through an accountant
      designated by Licensor investigate and audit all of the company documents
      of Licensee with respect to its Game business. For this purpose, Licensor
      may request Licensee to produce the relevant documents, and may visit
      Licensee's office and make copies of Licensee's documents. Licensee shall
      provide all assistance and co-operation required by Licensor for such
      investigation and audit. All expenses incurred for such investigation and
      audit shall be borne by Licensor unless such investigation and audit
      reveals underpayment by greater than 5% of the Royalty amount, in which
      case Licensee shall bear all expenses for such investigation and audit and
      shall also promptly pay to Licensor the unpaid amount together with 18 %
      default interest thereon.

7.5   Licensee shall ensure that the billing system used to calculate
      Service-Sales Amounts will correctly calculate the Service-Sales Amounts
      and shall be liable for any incorrect calculation and/or report of the
      Service-Sales Amounts arising from error or malfunctioning of the billing
      system. 14.2(e) In the event of any such incorrect calculation of the
      Service-Sales Amount, Licensor shall be entitled to terminate this
      Agreement pursuant to Section 14.3(b) below and Licensee shall pay to
      Licensor any

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[GRAVITY LOGO]                                                       [LYTO LOGO]

      unpaid amount of the Royalty related to incorrect calculation of the
      Service-Sales Amounts together with the default interest at the rate of
      18% accrued thereon.

                                    ARTICLE 8
                             ADVERTISING & PROMOTION

8.1   Licensee shall exert its best efforts to advertise, promote and perform
      marketing activities on the Game in the Territory.

8.2   For the advertising of the Game in the Territory, Licensee agrees to spend
      no less than One Hundred and Fifty Thousand United States Dollars (USD
      150,000) for each twelve-month period after the commencement of the term
      of this Agreement. Licensee shall provide Licensor with detailed
      information on Licensee's advertising activities every month in the
      Monthly Reports as stipulated in Section 7.2. In addition, Licensee shall
      provide Licensor with a separate advertisement report on June 30 and
      December 31 of each year covering the preceding 6 months' period.

8.3   Licensor will provide Licensee with samples of the marketing and
      promotional materials for the Game which have been or will be produced and
      used by Licensor during the term of this Agreement. For the marketing and
      advertising materials for use in the Territory, Licensee shall provide
      Licensor with samples thereof no later than seven (7) days after launching
      them and will obtain Licensor's written approval after or prior to
      Licensee's actual or use of such advertising materials. Licensor's failure
      to respond within seven (7) days after receipt of such samples of
      advertising material shall be deemed as approval of such advertising
      materials.

8.4   All of the copyright on the marketing and advertising materials produced
      or used by Licensee on the Game ("Advertising Materials") shall be
      exclusively owned by Licensor, and Licensee shall not use any Advertising
      Materials in a manner that falls outside the scope of this Agreement. For
      the purposes of this Section 8.4, Licensee hereby assigns any and all of
      its rights on the Advertising Materials to Licensor.

8.5   Licensee may provide End Users with free points not exceeding one hundred
      fifty (150) points for the purpose of promotion of the Game and with free
      accounts not exceeding two hundred (200) accounts for the purposes of
      operation and advertisement of the Game. The detailed information on the
      free points and accounts provided by Licensee to End Users shall be
      provided to Licensor on a monthly basis in the Monthly Report as
      stipulated in Section 7.2.

                                    ARTICLE 9
                          OTHER OBLIGATION OF LICENSEE

9.1   Licensee shall exert its best efforts to supply, distribute and sell the
      Game in the Territory.

9.2   Licensee shall be solely responsible for service, use, promotion,
      distribution and marketing of the Game in the Territory, and Licensor
      shall not be responsible for any of such activities unless stipulated
      otherwise in this Agreement.

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[GRAVITY LOGO]                                                       [LYTO LOGO]

9.3   Licensee shall provide full and comprehensive technical support to End
      Users to assist in their use of the Game, including but not limited to
      Licensee's maintaining 24-hour technical contact window, on-line customer
      services, sufficient outbound bandwidth and circuits for operating
      business under this Agreement, and game servers required for on-line game
      operation.

9.4   Licensee shall provide its best effort and procure appropriate legal and
      administrative measures against any and all activities by third parties
      infringing the Game or any of the Intellectual Property of Licensor on or
      in relation to the Game, including without limitation to, manufacture or
      sales of counterfeiting CDs, manuals, workbooks or other products.

9.5   Licensee shall abide by all laws and regulations of the Territory in its
      service, use, promotion, distribution and marketing of the Game in the
      Territory.

9.6   Licensee shall provide a prior written notice to Licensor in the event
      Licensee intends to change its marketing strategies, including budget,
      advertising, marketing, promotional materials, product packaging and etc.,
      price policies relating to the Game, and other important policies.

9.7   Licensee shall indemnify and hold harmless Licensor and its officers and
      employees from any kind of losses, costs, expenses or liabilities,
      including reasonable attorneys' fees resulting from any claim by a third
      party on or in relation to Licensee's service, use, promotion,
      distribution and marketing of the Game, provided that Licensor (a)
      promptly notifies Licensee of such claim; (b) allows Licensee to control
      the defence of such claim and/or any related settlement negotiations; and
      (c) provides any reasonable assistance requested by Licensee in connection
      with such claim.

9.8   Upon Licensor's request, Licensee shall provide Licensor with an exclusive
      and separate office space and office supplies, including but not limited
      to desks and computers for use by up to four (4) persons, in the Service
      Company's main office and all branch offices thereof for Licensor's
      activities, including but not limited to co-marketing and auditing. Access
      to such office space shall be limited only to persons designated by
      Licensor. All expenses incurred by Licensor's employees dispatched to such
      offices of the Service Company in connection with transportation, postage,
      telecommunications, lodging, food and other general living expenses, etc.
      and the salaries for such employees during their stay at such offices
      shall be borne and paid by Licensor.

                                   ARTICLE 10
                              INTELLECTUAL PROPERTY

10.1  Technical Information shall be exclusively owned by Licensor, and this
      Agreement shall not grant Licensee or permit Licensee to exercise any
      right or license on the Intellectual Property except for the License
      granted under this Agreement. Licensee shall not obtain or try to obtain
      any registered industrial property or copyright on any of the Intellectual
      Property of Licensor regardless of the territory and exploitation area.

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[GRAVITY LOGO]                                                       [LYTO LOGO]

10.2  Licensor hereby represents and warrants that Licensor has a legal and
      valid right to grant the rights and licenses under this Agreement to
      Licensee and that the Game and Technical Information do not violate or
      infringe any patent, copyright and trademark of any third party in Korea.

10.3  Licensor agrees to indemnify and hold harmless Licensee from any kind of
      losses, costs, expenses or liabilities, including reasonable attorneys'
      fees and costs of settlement, resulting from any claim by a third party
      upon Licensor's breach of Section 10.2; provided that Licensee (a)
      promptly notifies Licensor of such claim; (b) allows Licensor to control
      the defense of such claim and/or any related settlement negotiations; and
      (c) provides any reasonable assistance requested by Licensor in connection
      with such claim.

                                   ARTICLE 11
                             LIMITATION OF LIABILITY

11.1  EXCEPT FOR THE WARRANTY AND INDEMNIFICATION OBLIGATIONS SET FORTH IN
      SECTIONS 10.2 AND 10.3 ABOVE, LICENSOR MAKES NO WARRANTIES, EXPRESS OR
      IMPLIED, CONCERNING THE GAME INCLUDING BUT NOT LIMITED TO ITS
      MERCHANTABILITY, AND THE GAME IS LICENSED HEREUNDER "AS IS".

11.2  IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY INDIRECT,
      CONSEQUENTIAL, INCIDENTAL, PUNITIVE OR SPECIAL DAMAGES, WHETHER BASED ON
      BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, AND WHETHER
      OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.

11.3  THE AGGREGATE LIABILITY OF LICENSOR UNDER OR RELATING TO THIS AGREEMENT
      WHETHER IN CONTRACT, TORT (INCLUDING WITHOUT LIMITATION NEGLIGENCE) OR
      OTHERWISE, SHALL BE LIMITED TO AN AMOUNT EQUAL TO THE TOTAL AMOUNT OF THE
      PAYMENTS MADE BY LICENSEE DURING THE PRECEDING PERIOD OF 6 MONTHS.

                                   ARTICLE 12
                                 CONFIDENTIALITY

12.1  All Confidential Information disclosed by either Party under this
      Agreement shall be maintained in confidence by the receiving Party and
      shall not be used for any purpose other than explicitly granted under this
      Agreement. Each Party agrees that it shall provide Confidential
      Information received from the other Party only to its employees,
      consultants and advisors who need to know for the performance of this
      Agreement. The receiving Party shall be responsible for any breach of this
      Article by its employees, consultants and advisors.

12.2  In the event that any Confidential Information, including but not limited
      to the source codes of the Game, Technical Information and financial
      information, is disclosed or divulged to any third party who is not
      authorized to have access to or obtain such Confidential Information under
      this Agreement, the Parties shall cooperate with each

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[GRAVITY LOGO]                                                       [LYTO LOGO]

      other and exert their best efforts to protect or restore such Confidential
      Information from such unauthorized disclosure or divulgement. If such
      disclosure or divulgement of the Confidential Information was made due to
      the receiving Party's fault, the receiving Party shall be responsible for
      all of the damages incurred by the disclosing Party, including but not
      limited to any attorney fees incurred by the disclosing Party in order to
      protect its rights under this Article 12.

12.3  The confidential obligation shall not apply, in the event that it can be
      shown by competent documents that the Confidential Information;

      (a)   becomes published or generally known to the public before or after
            the execution of this Agreement without any breach of this Agreement
            by any Party;

      (b)   was known by the receiving Party prior to the date of disclosure to
            the receiving Party;

      (c)   Either before or after the date of disclosure is lawfully disclosed
            to the receiving Party by a third party who has no confidential
            obligation for such information;

      (d)   is independently developed by or for the receiving Party without
            reference to or reliance upon the Confidential Information; or

      (e)   is required to be disclosed by the receiving Party in accordance
            with the applicable laws and orders from the government or court;
            provided that, in this case, the receiving Party shall provide prior
            written notice of such disclosure to the providing Party and takes
            reasonable and lawful actions to avoid and/or minimize the degree of
            such disclosure.

                                   ARTICLE 13
                                      TERM

13.1  This Agreement shall become effective on the execution date of this
      Agreement and, unless terminated earlier in accordance with this
      Agreement, shall remain in effect until 25 day of February, 2005.

13.2  No later than four (4) months prior to the expiration of this Agreement,
      Licensor shall give Licensee the first right of negotiation for a period
      of thirty (30) days for re-execution of a license agreement for an
      additional term of one (1) year ("Renewed Term") for the Game. If no
      agreement in writing is made between the Parties for renewal or
      re-execution of a license agreement during such period, this Agreement
      shall expire without any further extension or renewal.

                                   ARTICLE 14
                                   TERMINATION

14.1  This Agreement may be terminated upon the mutual agreement of the Parties.

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14.2  Each Party shall have the right to immediately terminate this Agreement:

      (a)   upon written notice to the other Party in the event of the other
            Party's material breach of this Agreement and such breach shall
            continue for a period of thirty (30) days after the breaching
            Party's receipt of written notice setting forth the nature of the
            breach or its failure to perform and the manner in which it may be
            remedied;

      (b)   if the other Party or its creditors or any other eligible party
            files for its liquidation, bankruptcy, reorganization, composition
            or dissolution, or if the other Party is unable to pay any kind of
            debts as they become due, or the creditors of the other Party have
            taken over its management; or

      (c)   in accordance with Section 15.2 below.

14.3  Notwithstanding Section 14.2 above, Licensor may immediately terminate
      this Agreement upon a written notice to Licensee:

      (a)   if the Royalty for any given month as set forth in Section 6.1(b)
            above is not paid within fifteen (15) days after receiving written
            notice from Licensor for late payment;

      (b)   if the Service-Sales Amounts are not correctly calculated and/or
            reported as set forth in Section 7.5;

      (c)   if the beta service of the Game is not launched in the Territory
            within the periods set forth in Section 4.1 unless such failure has
            been caused by Licensor;

      (d)   if the commercial service of the Game is not launched in the
            Territory within the periods set forth in Section 4.1 unless such
            failure has been caused by Licensor;

      (e)   if the service of the Game in the Territory is stopped, suspended,
            discontinued or disrupted for more than fifteen (15) days in total
            during the term of this Agreement due to causes attributable to
            Licensee;

      (f)   if Licensee loses its ownership or control stipulated in Section
            3.5.

14.4  Upon the effective date of such termination, all rights granted to
      Licensee hereunder shall immediately cease and shall revert to Licensor,
      and Licensee shall immediately cease servicing of the Game and return to
      Licensor any and all softwares, technical documents and other materials or
      information provided by Licensor to Licensee under this Agreement, and
      shall destroy any and all copies of such softwares, technical documents,
      materials or information. Furthermore, Licensee shall provide and deliver
      to Licensor any and all such information and documents related to the
      Game, including but not limited to database related to the Game and
      information and/or data source about the Game users, as may be requested
      by Licensee.

14.5  No termination of this Agreement shall affect the Parties' rights or
      obligations that were incurred prior to the termination. The expiration or
      termination of this Agreement

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      shall not affect the effectiveness of Articles 7, 10, 11, 12, 14.4 and 16
      which shall survive the expiration or termination of this Agreement.

                                   ARTICLE 15
                                  FORCE MAJEURE

15.1  Notwithstanding anything in this Agreement to the contrary, no default,
      delay or failure to perform on the part of either Party shall be
      considered a breach of this Agreement if such default, delay or failure to
      perform is shown to be due entirely to causes beyond the reasonable
      control of the Party charged with such default, delay or failure,
      including, without limitation, causes such as strikes, lockouts or other
      labor disputes, riots, civil disturbances, actions or inactions of
      governmental authorities or suppliers, epidemics, war, embargoes, severe
      weather, fire, earthquake, acts of God or the public enemy.

15.2  If the default, delay or failure to perform as set forth above in Section
      15.1 exceeds thirty (30) days from the initial occurrence, a Party who is
      not affected from such force majeure event shall have the right to
      terminate this Agreement with a written notice to the other Party.

                                   ARTICLE 16
                                    GUARANTEE

16.1  In consideration of the License granted by Licensor to Licensee under this
      Agreement, Licensee hereby irrevocably and unconditionally guarantees all
      of the performance and activities of the Service Company under or in
      relation to this Agreement and Licensee shall be jointly and severally
      responsible to Licensor for all the obligations of the Service Company and
      its performance, non-performance and any other activity under this
      Agreement.

16.2  Licensee irrevocably and unconditionally guarantees the due performance
      and observance by the Service Company of the terms of this Agreement and
      the Sublicense Agreement, and Licensee shall be jointly and severally
      responsible to Licensor for the performance or failure of performance by
      the Service Company of the terms of this Agreement and the Sublicense
      Agreement, and any other activities performed by the Service Company in
      relation to this Agreement or the Sublicense Agreement.

16.3  Any notice given in accordance with this Agreement from Licensor to
      Licensee shall be deemed to be given and delivered to the Service Company.

                                   ARTICLE 17
                               GENERAL PROVISIONS

17.1  Licensee may not assign, delegate or otherwise transfer in any manner any
      of its rights, obligations and responsibilities under this Agreement,
      without prior written consent of Licensee. Licensor may, with prior
      written notice to Licensee, assign, delegate or otherwise transfer all or
      part of its rights, obligations and responsibilities under this Agreement
      to a third party designated by Licensor.

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17.2  It is understood and agreed by the Parties that this Agreement does not
      create a fiduciary relationship between them, that Licensee shall be an
      independent contractor, and that nothing in this Agreement is intended to
      constitute either Party an agent, legal representative, subsidiary, joint
      venture, employee or servant of the other for any purpose whatsoever.

17.3  If any kind of notices, consents, approvals, or waivers are to be given
      hereunder, such notices, consents, approvals or waivers shall be in
      writing, shall be properly addressed to the Party to whom such notice,
      consent, approval or waiver is directed, and shall be either hand
      delivered to such Party or sent by certified mail, return receipt
      requested, or sent by Fed, Ex, DHL or comparable international courier
      service, or by telephone, facsimile or electronic mail (in either case
      with written confirmation in any of the other accepted forms of notice) to
      the following addresses or such addresses as may be furnished by the
      respective Parties from time to time:

               If to Licensor.
               Attention: Lee Se Jin
               4th Fl. Shingu Bldg., 620-2, Shinsa-Dong, Kangnam-Ku, Seoul,
               135-894, Korea
               Fax: +82-2-3442-5259

               If to Licensee
               Attention: Andi Suryanto
               Cyber Building 1st Floor, Jl. Kuningan Barat No.8, Jakarta 12710,
               Indonesia
               Fax: +62-21-526-9310

17.4  No course of dealing or delay by a Party in exercising any right, power,
      or remedy under this Agreement shall operate as a waiver of any such
      right, power or remedy except as expressly manifested in writing by the
      Party waiving such right, power or remedy, nor shall the waiver by a Party
      of any breach by the other Party of any covenant, agreement or provision
      contained in this Agreement be construed as a waiver of the covenant,
      agreement or provision itself or any subsequent breach by the other Party
      of that or any other covenant, agreement or provision contained in this
      Agreement.

17.5  This Agreement, including all exhibits, addenda and schedules referenced
      herein and attached hereto, constitutes the entire agreement between the
      Parties hereto pertaining to the subject matters hereto and supersedes all
      negotiations, preliminary agreements, and all prior and contemporaneous
      discussions and understandings of the Parties in connection with the
      subject matters hereof.

17.6  This Agreement shall be written in English and all disputes on the meaning
      of this Agreement shall be resolved in accordance with English version of
      this Agreement.

17.7  This Agreement may be amended only upon the execution of a written
      agreement between Licensor and Licensee which makes specific reference to
      this Agreement.

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17.8  This Agreement shall be governed by and construed in accordance with the
      laws of Korea.

17.9  Any controversy or claim arising out of or in relation to this Agreement
      shall be finally settled by arbitration in Korea. The arbitration shall be
      conducted before three arbitrators in accordance with the Rules of
      Arbitration and Conciliation of the International Chamber of Commerce then
      in effect. The Parties shall be bound by the award rendered by the
      arbitrators and judgement thereon may be entered in any court of competent
      jurisdiction. Any award rendered by the arbitrators shall be final, and
      the Parties shall not have any right of appeal.

17.10 If any section, subsection or other provision of this Agreement or the
      application of such section, subsection or provision, is held invalid,
      then the remainder of the Agreement, and the application of such section,
      subsection or provision to persons or circumstances other than those with
      respect to which it is held invalid shall not be affected thereby.

IN WITNESS WHEREOF, the Parties have executed this Agreement on the day and year
first above-written.

GRAVITY CORPORATION,

By: ___________________________
Name: Mr. Jung-Ryool Kim
Title: Chairman
Date: 2nd April, 2004

PT. LYTO DATARINDO FORTUNA,

By: ___________________________
Name: Mr. Bambang Suryanto
Title: Chairman
Date: 2nd April, 2004

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