EXCLUSIVE RAGNAROK
                       LICENSE AND DISTRIBUTION AGREEMENT

THIS LICENSE AND DISTRIBUTION AGREEMENT (this "Agreement") is made and entered
into on this 25th day of March, 2003, 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"), and LEVEL UP! INC., a
corporation duly organised and existing under the laws of the Republic of the
Philippines, and having its offices at the 8/F, Pacific Star Building, Sen. Gil
J. Puyat corner Makati Avenues, Makati City, Metro Manila, Philippines
("Licensee").

                                    RECITALS:

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

WHEREAS, Licensee desires to enter into an exclusive license agreement with
Licensor pursuant to which Licensee will distribute and market the Game in the
territory specified below; and

WHEREAS, Licensor desires to grant such license to Licensee under the mutual
terms and conditions hereinbelow specified.

                                    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      "Agreement" shall mean this License and Distribution Agreement, and all
         annexes, amendments and supplements hereto.

1.2      "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.

1.3      "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.

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1.4      "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.

1.5      "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.

1.6      "English Version" shall mean the Game provided in the English language.

1.7      "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.

1.8      "Local Language" shall mean the Philippino language and/or local
         dialects used in the Territory.

1.9      "Local Version" shall mean the Game provided in the Local Language.

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

1.11     "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.

1.12     "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.

1.13     "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.

1.14     "Territory" shall mean the Republic of the Philippines.

                                   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 subject, however, to the prior written approval of Licensor.

2.2      The service, use, promotion, distribution and marketing of the Game by
         Licensee

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         under this Agreement shall be made in the English language using the
         English Version in the Territory, provided that upon the request of
         Licensee, such service, use, promotion, distribution and marketing may
         be made in the Local Language using the Local Version with prior
         written approval from Licensor. 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. However, in
         consideration of the current level of development of information
         technology in the Territory, which primarily operates on a narrow-band
         basis, Licensee shall be allowed to manufacture, distribute and sell
         the Game in a compact disk ("CD") format, subject, however, to the
         prior written approval of Licensor, and the imposition of such terms
         and conditions will serve to protect the rights of Licensor in and to
         the Intellectual Property and Technical Information.

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, as listed in the
         schedule attached hereto as Annex "A" and made an integral part hereof,
         provided, however, that if a change in any of such Titles is required
         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.

2.5.1    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. However,
         Licensor will grant to Licensee the right of first negotiation for
         sixty (60) days to produce and/or sell and distribute in the Territory
         merchandise relating to the Game, including, but not limited to,
         character dolls, reproductions of the characters in [collaterals], and
         such other merchandising accessories, under a separate merchandising
         agreement. [Such right of first negotiation shall include the right of
         Licensee to [match any written offer received by Licensor from any
         third party]. Licensee shall also have the right of first negotiation
         for thirty (30) days to service all new game titles of Licensor from
         the date when such new game is available in the Territory. Also
         included is the right of Licensee to match any offer received by
         Licensor from any party.

         Licensor shall notify licensee within seven (7) days upon receipt of an
         offer from any party. The Licensee shall have thirty (30) days to match
         an offer from another party upon written notice from Licensor.

                                    ARTICLE 3
                                DELIVERY OF GAME

3.1      Subject to the terms and conditions of this Agreement, Licensor shall
         provide Licensee with its full assistance and cooperation, including
         preparation of the English

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         Version and providing technical assistance, in order to enable a launch
         of the beta service and commercial service of the Game in the
         Territory.

3.2      Licensor and Licensee agree to launch the beta service of the Game in
         the Territory within sixty (60) days from the date of execution of this
         Agreement, and to launch the commercial service of the Game in the
         Territory within ninety (90) days from the date of launch of the beta
         service of the Game, provided, however, that all defects and bugs
         detected in the Game during the beta service are corrected or rectified
         by Licensor. 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 3.2. The above target dates for
         launching the services of the Game may be changed by mutual agreement
         between the Parties.

3.3      Once Licensee receives the English 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 in or modifications that have to be made to the Delivery
         Materials within forty five (45) days after receipt thereof. Licensee's
         failure to so inform within the designated period shall be regarded as
         acceptance by Licensee of the Delivery Materials, 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. Upon the request of Licensee and Licensor's approval
         thereon, Licensee shall provide the translated transcript of the Game
         into the Local Language and Licensor shall prepare Local Version by
         incorporating such translation into the Game. Licensee shall guarantee
         the accuracy of such translation in the Local Version. and all of the
         rights in or related to Local Version shall be exclusively owned by
         Licensor. Licensee hereby assign all of its right on the translation
         and promises not to claim any right or reimbursement on the translation
         or Local Version in any case. It is understood however that any defects
         in the game that appear after said forty five (45) day period shall
         continue to be rectified by Licensor.

3.4      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 4
                              TECHNICAL ASSISTANCE

4.1      During the term of this Agreement, Licensor shall provide Licensee free
         of charge with the technical assistance, and technical support and
         maintenance needed and requested by Licensee to enable the latter to
         provide and maintain high-quality service for the Game, including, but
         not limited to software installation and set-up, maintenance support,
         patch updates in connection with the Game and the localization of the
         Game into the English Version, training Licensee's technical personnel
         in respect of the maintenance and operation of the Game provided that,
         any and all expenses actually incurred by any engineers dispatched by
         Licensor to perform the above technical assistance in this Section 4.1,
         including, without limitation, economy or business class airfare ,
         lodging, food and other general living expenses incurred

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         during their stay at Licensee's premises, shall be borne by Licensee.
         The Parties shall agree in writing on the budget for the aforesaid
         expenses prior to Licensor's incurring the same.

4.2      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 ten (10) man days based on eight (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 the said 10 man-day period, the salaries of Licensor's
         engineers for the dispatched period shall be reimbursed by Licensee to
         Licensor. All the expenses incurred by the engineers of Licensor for
         economy or 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. Provided that, the same are
         within the budget as agreed upon by the Parties under Section 4.1.

4.3      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 seven (7) man-days [based on eight (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.

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

4.5      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.

                                    ARTICLE 5
                                     PAYMENT

5.1      In consideration of the License and technical assistance granted under
         this Agreement, Licensee shall pay the following amounts to Licensor:

         (a) INITIAL PAYMENT

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

         The Initial Payment, whether in part or in whole, shall not be refunded
         to or recouped by Licensee, except for cases where the Game does not
         function properly due to inherent defects or bugs therein, which are
         not remedied by Licensor within eighty

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         (80) days from the date when the Game is installed in the Licensee's
         hardware. Such refund accorded to Licensee shall be fifty (50) percent
         of the Initial Payment less the cost incurred by Licensor in localizing
         the Game in the Territory.

         (b) ROYALTY AND REPORT

         In addition to the Initial Payment, Licensee shall pay to Licensor as
         continuing royalties twenty five percent (25%) of the Service-Sales
         Amount paid by End Users ("Royalty"). Subject to Section 5.3 below, the
         Royalty shall be paid on a monthly basis within twenty (20) days after
         the end of the applicable month. Payment shall be deemed made upon
         presentation of Licensee whether in fax or any other means the
         remittance confirmation or notice to Licensor. In any case, unless
         Licensor actually receives the remitted amount, the payment shall not
         be deemed to be paid. 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.

         For the first month after the Commercial Service Date, Licensee shall
         be allowed to pay the Royalty due within sixty (60) days after the end
         of the applicable month.

5.2      Any and all payments 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.

5.3      For all payments to be made in United States Dollar under this
         Agreement, the applicable foreign exchange rate shall be the quoted
         selling price of Citibank Philippines on the due date of 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.

5.4      In the event any payment is delayed by Licensee under this Agreement, a
         default interest at a rate of [12]% per annum ("Default Interest")
         shall apply. For the avoidance of doubt, Licensor's entitlement to such
         Default Interest pursuant to this Section 5.4 shall not affect any of
         the other rights of Licensor under this Agreement.

5.5      Licensee shall pay the Royalties in strict compliance with the due date
         set forth in Section 5.1(b) above.

5.6      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 such tax up to fifteen
         percent (15%) from such payments only if Licensor is entitled to
         receive such payments as a tax credit under the relevant laws of Korea
         or any existing tax treaty between the respective countries of
         operation of Licensor and Licensee. In the event that any amount is
         withheld for the tax payment under this Section 6.5, Licensee shall
         promptly inform Licensor of such payment and provide Licensor with a
         certification issued by

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         the relevant tax authorities with respect to the relevant payment. Any
         withholding tax in excess of the aforesaid limit shall be borne by
         Licensee, and Licensee shall not deduct such withheld amount from the
         actual payment amount.

                                    ARTICLE 6
                                 REPORT & AUDIT

6.1      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.

6.2      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, the total Service-Sales Amounts for the pertinent month,
         advertising activities and the expenses therefor, complaints received
         from End Users and market trends in the Territory.

6.3      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.

6.4      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 the accounting
         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 five percent (5%) of the annual 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
         a per annum default interest thereon equivalent to twelve (12%) percent
         thereof. [In the event of Licensee's understatement of the Royalty
         amount without any justifiable reasons, Licensor shall be entitled to
         terminate this Agreement pursuant to Section 13.3(b) below.]

                                    ARTICLE 7
                             ADVERTISING & PROMOTION

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

7.2      For the MARKETING of the Game in the Territory, Licensee agrees to
         spend no less than One Hundred and Fifty United States Dollars
         (USD150,000) for each twelve-month

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         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 6.2. In addition, Licensee shall provide Licensor with a
         separate advertisement report on June 30 and December 31 of each year
         covering the preceding six (6) months' period.

7.3      Licensor will provide Licensee with samples of the marketing and
         promotional materials for the Game that have been or will be produced
         and used by Licensor during the term of this Agreement. Licensee shall
         pattern all its advertising, marketing and promotional materials for
         the Game in the Territory after the samples furnished to Licensee by
         Licensor, and Licensee shall provide Licensor with samples of the
         advertising, marketing and promotional materials for the Game produced
         by Licensee no later than seven (7) days after launching them. Within
         seven (7) days from receipt by Licensor of samples of Licensee's
         advertising, marketing and promotional materials, Licensor shall notify
         Licensee in writing of Licensor's approval or disapproval thereof, or
         of any changes that Licensor may require Licensee to make thereto.
         Licensor's failure to respond within the said period of seven (7) days
         after receipt of such samples of advertising material shall be deemed
         as approval of such advertising materials.

7.4      The ownership of and the copyright in the marketing and advertising
         materials produced or used by Licensee on the Game ("Advertising
         Materials") shall remain exclusively with Licensor, and Licensee shall
         not use the Advertising Materials for any purpose other than the
         promotion, marketing and advertising of the Game permitted under this
         Agreement.

7.5      Licensee may provide End Users with such number of free points and free
         accounts as may be reasonably necessary, in Licensee's opinion, for the
         purposes of the promotion, operation and advertisement of the Game only
         with prior written approval from Licensor. 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 6.2.

                                    ARTICLE 8
                          OTHER OBLIGATIONS OF LICENSEE

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

8.2      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 or obligated to provide any of such
         activities unless stipulated otherwise in this Agreement.

8.3      Licensee shall provide full and comprehensive technical support to End
         Users to assist them 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.

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

8.5      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.

8.6      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
         price policies relating to the Game, and other important policies.

8.7      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 in the Territory.

8.8      Upon prior arrangement of the Parties, Licensee shall provide Licensor
         with suitable office space and office supplies in Licensee's office for
         the auditing activities of Licensor. Access to such office space shall
         be limited only to persons designated by Licensor. All expenses
         incurred by Licensor's employees dispatched to Licensee's offices for
         transportation, postage, telecommunications, lodging, food and other
         general living expenses, and the salaries for such employees during
         their stay at such offices shall be borne and paid by Licensor.

                                    ARTICLE 9
                 TECHNICAL INFORMATION AND INTELLECTUAL PROPERTY

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

9.2      Licensor hereby represents and warrants that Licensor is the legal
         owner of the Technical Information and Intellectual Property; that it
         has a legal and valid right to grant the rights and License 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. Licensor shall take all reasonable action, legal
         or otherwise, under the circumstances to prevent and/or halt any
         threatened or actual infringement or violation of Intellectual Property
         rights by third parties in the Territory, or to address and answer any
         third party claims or demands in respect of the Intellectual Property
         rights, so as to ensure that Licensee may continue to service, market,
         distribute and use the Game in the Territory in the manner contemplated
         under this Agreement.

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9.3      Licensor further guarantees and warrants to Licensee that the Game and
         the corresponding Technical Information and accompanying Intellectual
         Property:

         a)       do not violate any Intellectual Property rights of any third
                  party or any rights of publicity or privacy in Korea;

         b)       do not violate any law, statute, ordinance or regulation
                  (including without limitation the laws and regulations
                  governing export control, unfair competition,
                  anti-discrimination or false advertising) of Korea or any
                  other country; and

         c)       do not contain any obscene, child pornographic or indecent
                  contents.

9.4      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 the breach by
         Licensor of its express warranties given herein 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.

9.5      It is understood that by the grant of the License to Licensee, Licensor
         undertakes to accord to Licensee all rights and privileges normally
         accorded and granted by Licensor to all other entities to which a
         similar license for the Game has or will be granted by Licensor.
         Licensor warrants there is no outstanding contract, commitment or
         agreement to which it is a party, or legal impediment, prohibition or
         restriction of any kind known to Licensor, which conflicts with this
         Agreement or might limit, restrict or impair the rights granted to
         Licensee hereunder.

                                   ARTICLE 10
                             LIMITATION OF LIABILITY

10.1     Except as may be otherwise provided for herein, Licensor makes no
         warranties, express or implied, concerning the Game including but not
         limited to its merchantability or salability in the Territory.

10.2     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.

10.3     The aggregate liability of either Party 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 six (6) months.

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                                   ARTICLE 11
                                 CONFIDENTIALITY

11.1     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.

11.2     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
         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 gross negligence or
         bad faith , the receiving Party shall be responsible for all of the
         damages incurred by the disclosing Party, including but not limited to
         any attorneys' fees incurred by the disclosing Party in order to
         protect its rights under this Article 11.

11.3     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 is not
                  under any confidentiality obligation to the disclosing Party
                  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.

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                                   ARTICLE 12
                                      TERM

12.1     This Agreement shall become effective on the execution date of this
         Agreement and shall remain in effect for a period of two (2) years
         counted from the Commercial Service Date, unless sooner terminated in
         accordance herewith.

12.2     Provided that Licensee is in due performance of this Agreement,
         Licensee shall have an option to renew the term of this Agreement for
         an additional term of one (1) year ("Renewed Term") under the same
         terms and conditions hereof \. At the expiration of the Renewed Term,
         Licensee shall also have the further option to extend the term of this
         Agreement on an on-going, yearly basis for an additional term of one
         (1) year (the "Extended Term") under the same terms and conditions
         provided for herein. Licensee shall exercise the aforesaid options to
         renew at least six (6) months prior to the expiration of the original
         term of this Agreement or the Renewed Term, as the case may be.

                                   ARTICLE 13
                                   TERMINATION

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

13.2     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 13.3 below.

13.3     Notwithstanding Section 13.2 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
                  5.1(b) above is not paid by Licensee within twenty (20) days
                  after receiving written notice from Licensor for late payment;

         (b)      in the event of a willful, gross understatement by Licensee of
                  the Royalty payments due Licensor without any justifiable
                  reasons, as defined in Section 6.4 above;

         (c)      if the beta service of the Game is not launched in the
                  Territory within the

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<PAGE>

                  period set forth in Section 3.2, unless such failure has been
                  caused by Licensor or is due to force majeure event as set
                  forth in Article 14;

         (d)      if the commercial service of the Game is not launched in the
                  Territory within the period set forth in Section 3.2, unless
                  such failure has been caused by Licensor or is due to force
                  majeure event as set forth in Article 14; or

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

13.4     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 software, technical documents and
         other materials or information provided by Licensor to Licensee under
         this Agreement, and shall destroy any and all copies of such software,
         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.

13.5     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 shall not affect the effectiveness of
         Articles 6, 9, 10, 11, and 13.4, which shall survive the expiration or
         termination of this Agreement.

                                   ARTICLE 14
                                  FORCE MAJEURE

14.1     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 occurring without the
         fault of or 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, electrical power supply outage, a failure or breakdown in
         the services of internet service providers, epidemics, war, embargoes,
         severe weather, fire, earthquake and other natural calamities or, acts
         of God or the public enemy.

14.2     If the default, delay or failure to perform as set forth above in
         Section 14.1 exceeds sixty (60) days from the initial occurrence, a
         Party who is not affected by such force majeure event shall have the
         right to terminate this Agreement with a written notice to the other
         Party.

                                   ARTICLE 15
                               GENERAL PROVISIONS

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<PAGE>

15.1     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 Licensor. Licensor may,
         with prior written notice to Licensee, assign, delegate or otherwise
         transfer all or any part of its rights, obligations and
         responsibilities under this Agreement to a third party designated by
         Licensor, provided that such third-party transferee shall execute an
         undertaking in favor of Licensee to respect this Agreement in its
         entirety.

15.2     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.

15.3     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 FedEx, 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: Hyunduck Na
                  6th Fl. Shingu Bldg., 620-2, Shinsa-Dong, Kangnam-Ku, Seoul,
                  135894, Korea
                  Fax: +82-2-3442-7097

                  If to Licensee
                  Attention: Jose Benjamin P. Colayco
                  8th Floor, Pacific Star Building, Sen. Gil J. Puyat corner
                  Makati Aves., Makati City, Metro Manila
                  Fax: 8115545

15.4     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.

15.5     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 matter hereof, and
         supersedes all negotiations, preliminary agreements, and all prior and
         contemporaneous discussions and understandings of the Parties in
         connection with the subject matter hereof.

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<PAGE>

15.6     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.

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

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

15.9     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.

15.10    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 date first
above-written.

GRAVITY CORPORATION,

By: ___________________________
Name: Jung-Ryool Kim
Title: Chairman
Date:
Witness:

LEVEL UP! INC.

By: ___________________________
Name: Aloysius B. Colayco
Title: President
Date:
Witness:

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Source: OneCLE Business Contracts.