EXCLUSIVE SOFTWARE LICENSE AGREEMENT

                          (GAME TITLE: Shenmue Online)



                                      AMONG



                                SEGA CORPORATION



                                       AND



                          JC ENTERTAINMENT CORPORATION



                                       AND



                       SHANGHAI T2 ENTERTAINMENT CO. LTD.













                         INTERNET GAME LICENSE AGREEMENT



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

15, 2004 (the "Effective Date") by and among SEGA CORPORATION, a corporation

organized under the laws of Japan ("SEGA"); SHANGHAI T2 ENTERTAINMENT CO., LTD.

a corporation organized under the laws of The People's Republic of China ("PRC,"

and such corporation, T2") and JC ENTERTAINMENT CORPORATION, a corporation

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



                                    RECITALS



WHEREAS, SEGA and JCE are engaged in the production, development, marketing, and

servicing of the Licensed Software (as defined below).



WHEREAS, T2 among other things, markets, operates, distributes and publishes

internet games in the Territory as (as defined below).



WHEREAS, T2 desires the exclusive license, the Operation Right (as defined

below) and the Technical Support (as defined below) of the Licensed Software in

the Territory (as defined below) during the Term (as defined below).



WHEREAS, SEGA desires to grant the license and Operation Right of the Licensed

Software to T2.



WHEREAS, JCE, among other things, desires to provide Technical Support of the

Licensed Software to T2.



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

representations and warranties contained herein, and other good and valuable

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

SEGA, JCE and T2 hereby agree as follows.



1     CERTAIN DEFINITIONS



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

meanings:



     1.1  "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.



     1.2  "Commercial Launch Date" shall mean the date in which the Licensed

          Software is commercially launched by T2.



     1.3  "Game" shall mean the Internet-based game known as "Shenmue Online,"

          which can be played by Subscribers who have installed the Client

          Software on their personal computers and can access the Server

          Software via the Internet.



     1.4  "Gross Revenues" mean the revenues paid or payable (subject to Section

          7.7) to T2 arising from or relating to the marketing, promotion, use,

          distribution, publishing or selling of the Licensed Software by T2

          (calculated as per the reports produced by the Billing Server and with

          deduction of distribution costs actually incurred under specific

          distribution agreements entered into between T2 and specific

          distributors and in an amount not exceeding in any given calendar

          month thirty-five percent (35%) of the total revenues for such month),

          including, without limitation, revenues relating to: (i) any type or

          form of prepaid cards sold to end users either by on-line or off-line

          methods for the use of the Licensed Software, and/or (ii) CDs







          containing the Licensed Software sold to end users. Gross Revenues do

          not include any such prepaid cards or CDs distributed free of charge.



     1.5  "Intellectual Property Rights" mean, on a worldwide basis, any and all

          now known or hereafter known tangible and intangible: (a) rights

          associated with works of authorship including, without limitation,

          copyrights, moral rights and mask-works, (b) rights associated with

          trademarks, service marks, trade names or similar rights, (c) trade

          secret rights, (d) patents, designs, algorithms and other industrial

          property rights, (e) all other intellectual and industrial property

          rights of every kind and nature and however designated, whether

          arising by operation of law, contract, license or otherwise (f) all

          registrations, applications, renewals, extensions, continuations,

          divisions or reissues thereof now or hereafter existing, made, or in

          force (including any rights in any of the foregoing), and (g) any and

          all causes of action arising from or related to any of the foregoing.



     1.6  "Licensed Software" shall mean the object code version of any and all

          available versions of the following computer software components of

          the Game, in Mandarin Chinese (using simplified characters) only:



          1.6.1 Server software which is designed to be installed onto

               commercial servers connected to the Internet to enable

               Subscribers to access the Game in Mandarin Chinese (using

               simplified characters) via the Client Software (the "Server

               Software")



          1.6.2 Client software which is designed to be installed onto

               subscribers' personal computers to enable Subscribers to play the

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