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f1amend1ex1015nov05.txt

10.15  EXCLUSIVE SOFTWARE LICENSE AGREE







                      EXCLUSIVE SOFTWARE LICENSE AGREEMENT



THIS EXCLUSIVE  SOFTWARE LICENSE  AGREEMENT (the "Agreement") is entered into as

of August 4, 2005 (the "Effective Date") by SHANGHAI T2 ENTERTAINMENT CO., LTD.,

a limited liability company organized under the laws of the People's Republic of

China ("T2  Entertainment")  and JC  ENTERTAINMENT  CORPORATION,  a  corporation

organized under the laws of the Republic of Korea ("JCE").



JCE and T2 Entertainment shall be referred to individually as a "Party" and

collectively as the "Parties".



                                    RECITALS



WHEREAS, T2 Entertainment desires the exclusive right in the Territory (as

defined below) during the Term (as defined below) (a) to market, promote,

display, use, distribute, publish and sell the Localized Game, "Free Style" (as

defined below) and (b) to provide certain T2 Service (as defined below) to

Subscribers (as defined below).



WHEREAS, JCE desires to grant the abovementioned exclusive rights to T2

Entertainment.



THEREFORE, in consideration of the premises, agreements, covenants,

representations and warranties contained herein, and other good and valuable

consideration, the sufficiency and receipt of which are hereby acknowledged, T2

Entertainment and JCE hereby agree as follows:





1.  CERTAIN DEFINITIONS.



For the purposes of this Agreement, the following terms shall have the following

meanings:



      1.1 "Billing Database" shall mean a database containing billing

information of each Subscriber to the Localized Game under this Agreement.



      1.2 "Billing Server" shall mean a computer server to capture and store

billing information in a Billing Database for the operation of the Localized

Game under this Agreement.



      1.3 "Clearances" shall mean all necessary clearances, licenses, approvals,

permissions and consents from third parties in respect of the distribution

included as part of the Localized Game or which are otherwise required to enable

JCE to perform its obligations under this Agreement and grant the rights granted

to the T2 Entertainment in this Agreement including, without limitation,

clearing all music synchronization and music performance rights, rights for all

musical, literary or dramatic works, mechanical transfer and all performances.



                                      - 1 -







      1.4 "Client Software" shall mean the software component of the Game and/or

the Localized Game (as the case may be) sold, provided and/or distributed to

Subscribers and, thereafter, loaded into such Subscribers' personal computers.



      1.5 "Closed Beta Test" shall mean game tests conducted internally by T2 or

externally with a limited number of users, in either case with restricted access

and user registration, for the purpose of identifying and fixing bugs and/or

stabilizing the game system in the Territory. Closed Beta Test shall commence no

later than the date of September 30, 2005 or any other date mutually agreed upon

by the Parties .



      1.6 "Closed Beta Version" shall mean a version of the Game in which (a)

the localization and translation are substantially complete; (b) the

functionality and performance is complete (i.e., the coding of all functions and

features (including, without limitation, all artwork, graphics, animation,

images, photographs, video and other audio-visual material, sound, music and

text and all essential and non-essential data and device files) is completed and

material programming errors or "bugs" have been eliminated; (c) such version

operates hardware having the specifications specified by JCE from time to time

and required for the full use of the Game; and (d) such version is ready to be

launched for Closed Beta Test.



      1.7 "Commercial Launch Date" shall mean the date on which the Localized

Game is launched commercially by T2 Entertainment to the public. Without

limiting the foregoing and for the avoidance of doubt, Commercial Launch Date

shall not be the date that Localized Game is introduced to the press, it shall

be the initial date of T2 Service after the Open Beta Version is launched to and

tested by the public. Commercial Launch Date shall be no later than the date of

November 30, 2005 or any other date mutually agreed upon by the Parties.



      1.8 "Commission For Payment Execution" shall mean all and any payments

offered by T2 Entertainment to the distributors who run the sales market.

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