Common use of Introductory Clause in Contracts

Introductory. GRAVITY Co., Ltd., a corporation with limited liability established under the laws of The Republic of Korea (the "COMPANY"), proposes to issue and sell and the persons listed in Schedule A hereto (the "SELLING SHAREHOLDERS") propose to sell to the several Underwriters (as defined below) an aggregate of 9,300,000 American Depositary Shares (the "FIRM ADSs"), each representing one fourth of one common shares, par value W500 per share, of the Company (each a "COMMON SHARE"), consisting of 6,510,000 American Depositary Shares ("ADSs") to be sold by the Company and 2,790,000 ADSs to be sold by the Selling Shareholders. The Company also proposes to issue and sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than 1,396,000 ADSs (the "OPTIONAL ADSs"). The Firm ADSs and the Optional ADSs are hereinafter collectively referred to as the "OFFERED SECURITIES", which term, unless otherwise specified, also includes the Common Shares underlying the Firm ADSs and the Optional ADSs. The Common Shares to be represented by the Offered Securities will be evidenced by American Depositary Receipts ("ADRs") to be issued pursuant to the Deposit Agreement dated as of February ___, 2004 (the "DEPOSIT AGREEMENT"), among the Company, The Bank of New York, as depositary (the "DEPOSITARY"), and the holders and beneficial holders from time to time of the ADRs. The Company and the Selling Shareholders hereby agree with the several Underwriters named in Schedule B hereto (the "UNDERWRITERS") as follows:

Introductory. GRAVITY Co., Ltd.Veridian Corporation, a Delaware corporation with limited liability established under the laws of The Republic of Korea (the "COMPANY"), proposes to issue and sell and the persons listed in Schedule A hereto shares (the "SELLING SHAREHOLDERSFIRM SECURITIES") propose to sell to the several Underwriters (as defined below) an aggregate of 9,300,000 American Depositary Shares (the "FIRM ADSs"), each representing one fourth of one common shares, par value W500 per share, of the Company (each a "COMMON SHARE"), consisting of 6,510,000 American Depositary Shares its Common Stock ("ADSsSECURITIES") to be sold by the Company and 2,790,000 ADSs to be sold by the Selling Shareholders. The Company also proposes to issue and sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than 1,396,000 ADSs additional shares ("OPTIONAL SECURITIES") of its Securities as set forth below. The Firm Securities and the Optional Securities are herein collectively called the "OFFERED SECURITIES". As part of the offering contemplated by this Agreement, Credit Suisse First Boston Corporation (the "OPTIONAL ADSsDESIGNATED UNDERWRITER") has agreed to reserve out of the Firm Securities purchased by it under this Agreement, up to shares, for sale to the Company's directors, officers, employees and other parties associated with the Company (collectively, "PARTICIPANTS"), as set forth in the Prospectus (as defined herein) under the heading "Underwriting" (the "DIRECTED SHARE PROGRAM"). The Firm ADSs and the Optional ADSs are hereinafter collectively referred to as the "OFFERED SECURITIES", which term, unless otherwise specified, also includes the Common Shares underlying the Firm ADSs and the Optional ADSs. The Common Shares Securities to be represented sold by the Offered Securities will be evidenced by American Depositary Receipts ("ADRs") to be issued Designated Underwriter pursuant to the Deposit Agreement dated as of February ___, 2004 Directed Share Program (the "DEPOSIT AGREEMENTDIRECTED SHARES"), among ) will be sold by the Company, The Bank of New York, as depositary (Designated Underwriter pursuant to this Agreement at the "DEPOSITARY"), and public offering price. Any Directed Shares not subscribed for by the holders and beneficial holders from time to time end of the ADRsbusiness day on which this Agreement is executed will be offered to the public by the Underwriters as set forth in the Prospectus. The Company and the Selling Shareholders hereby agree agrees with the several Underwriters named in Schedule B A hereto (the "UNDERWRITERS") as follows:

Introductory. GRAVITY Co., Ltd.▇▇▇▇▇▇▇▇▇ Financial LLC, a corporation with Delaware limited liability established under the laws of The Republic of Korea company (the "COMPANY"“Company”), proposes to issue and sell and agrees with the persons listed several Underwriters named in Schedule A hereto (the "SELLING SHAREHOLDERS"“Underwriters”) propose to issue and sell to the several Underwriters common shares (as defined below“Firm Securities”) an aggregate representing limited liability company interests of 9,300,000 American Depositary Shares the Company, no par value (the "FIRM ADSs"“Securities”), each representing one fourth of one common shares, par value W500 per share, of the Company (each a "COMMON SHARE"), consisting of 6,510,000 American Depositary Shares ("ADSs") to be sold by the Company and 2,790,000 ADSs to be sold by the Selling Shareholders. The Company also proposes agrees to issue and sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than 1,396,000 ADSs additional shares of its Securities (“Optional Securities”), as set forth below. The Firm Securities and the Optional Securities are herein collectively called the “Offered Securities”. As part of the offering contemplated by this Agreement, Deutsche Bank Securities Inc. (the "OPTIONAL ADSs"“Designated Underwriter”) has agreed to reserve out of the Firm Securities purchased by it under this Agreement, up to common shares, for sale to the Company’s directors, officers, employees and other parties associated with the Company (collectively, “Participants”), as set forth in the Final Prospectus (as defined herein) under the heading “Underwriting” (the “Directed Share Program”). The Firm ADSs and the Optional ADSs are hereinafter collectively referred to as the "OFFERED SECURITIES", which term, unless otherwise specified, also includes the Common Shares underlying the Firm ADSs and the Optional ADSs. The Common Shares Securities to be represented sold by the Offered Securities will be evidenced by American Depositary Receipts ("ADRs") to be issued Designated Underwriter pursuant to the Deposit Agreement dated as of February ___, 2004 Directed Share Program (the "DEPOSIT AGREEMENT"), among “Directed Shares”) will be sold by the Company, The Bank of New York, as depositary (Designated Underwriter pursuant to this Agreement at the "DEPOSITARY"), and public offering price. Any Directed Shares not subscribed for by the holders and beneficial holders from time to time end of the ADRs. The Company and business day on which this Agreement is executed will be offered to the Selling Shareholders hereby agree with public by the several Underwriters named as set forth in Schedule B hereto (the "UNDERWRITERS") as follows:Final Prospectus.

Introductory. GRAVITY Co.Corillian Corporation, Ltd., a an Oregon corporation with limited liability established under the laws of The Republic of Korea (the "COMPANY"), proposes to issue and sell and the persons listed in Schedule A hereto shares (the "SELLING SHAREHOLDERSFIRM SECURITIES") propose to sell to the several Underwriters (as defined below) an aggregate of 9,300,000 American Depositary Shares (the "FIRM ADSs"), each representing one fourth of one its common shares, par value W500 per share, of the Company (each a "COMMON SHARE"), consisting of 6,510,000 American Depositary Shares stock ("ADSsSECURITIES") to be sold by the Company and 2,790,000 ADSs to be sold by the Selling Shareholders. The Company also proposes to issue and sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than 1,396,000 ADSs additional shares ("OPTIONAL SECURITIES") of its Securities as set forth below. The Firm Securities and the Optional Securities are herein collectively called the "OFFERED SECURITIES." As part of the offering contemplated by this Agreement, Credit Suisse First Boston Corporation (the "OPTIONAL ADSsDESIGNATED UNDERWRITER") has agreed to reserve out of the Firm Securities purchased by it under this Agreement, up to shares, for sale to the Company's directors, officers, employees and other parties associated with the Company (collectively, "PARTICIPANTS"), as set forth in the Prospectus (as defined herein) under the heading "Underwriting" (the "DIRECTED SHARE PROGRAM"). The Firm ADSs and the Optional ADSs are hereinafter collectively referred to as the "OFFERED SECURITIES", which term, unless otherwise specified, also includes the Common Shares underlying the Firm ADSs and the Optional ADSs. The Common Shares Securities to be represented sold by the Offered Securities will be evidenced by American Depositary Receipts ("ADRs") to be issued Designated Underwriter pursuant to the Deposit Agreement dated as of February ___, 2004 Directed Share Program (the "DEPOSIT AGREEMENTDIRECTED SHARES"), among ) will be sold by the Company, The Bank of New York, as depositary (Designated Underwriter pursuant to this Agreement at the "DEPOSITARY"), and public offering price. Any Directed Shares not orally confirmed for purchase by a Participant by the holders and beneficial holders from time to time end of the ADRsbusiness day on which this Agreement is executed will be offered to the public by the Underwriters as set forth in the Prospectus. The Company and the Selling Shareholders hereby agree agrees with the several Underwriters named in Schedule B A hereto (the "UNDERWRITERS") as follows:

Introductory. GRAVITY Co.Digital Impact, Ltd.Inc., a Delaware corporation with limited liability established under the laws of The Republic of Korea (the "COMPANY"), proposes to issue and sell and the persons listed in Schedule A hereto shares (the "SELLING SHAREHOLDERSFIRM SECURITIES") propose to sell to the several Underwriters (as defined below) an aggregate of 9,300,000 American Depositary Shares (the "FIRM ADSs"), each representing one fourth of one its common shares, par value W500 per share, of the Company (each a "COMMON SHARE"), consisting of 6,510,000 American Depositary Shares stock ("ADSsSECURITIES") to be sold by the Company and 2,790,000 ADSs to be sold by the Selling Shareholders. The Company also proposes to issue and sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than 1,396,000 ADSs ___________ additional shares ("OPTIONAL SECURITIES") of its Securities as set forth below. The Firm Securities and the Optional Securities are herein collectively called the "OFFERED SECURITIES". As part of the offering contemplated by this Agreement, [Insert name of underwriter] (the "OPTIONAL ADSsDESIGNATED UNDERWRITER") has agreed to reserve out of the Firm Securities purchased by it under this Agreement, up to ___________ shares, for sale to the Company's directors, officers, employees and other parties associated with the Company (collectively, "PARTICIPANTS"), as set forth in the Prospectus (as defined herein) under the heading "Underwriters" (the "DIRECTED SHARE PROGRAM"). The Firm ADSs and the Optional ADSs are hereinafter collectively referred to as the "OFFERED SECURITIES", which term, unless otherwise specified, also includes the Common Shares underlying the Firm ADSs and the Optional ADSs. The Common Shares Securities to be represented sold by the Offered Securities will be evidenced by American Depositary Receipts ("ADRs") to be issued Designated Underwriter pursuant to the Deposit Agreement dated as of February ___, 2004 Directed Share Program (the "DEPOSIT AGREEMENTDIRECTED SHARES"), among ) will be sold by the Company, The Bank of New York, as depositary (Designated Underwriter pursuant to this Agreement at the "DEPOSITARY"), and public offering price. Any Directed Shares not orally confirmed for purchase by a Participant by the holders and beneficial holders from time to time end of the ADRsbusiness day on which this Agreement is executed will be offered to the public by the Underwriters as set forth in the Prospectus. The Company and the Selling Shareholders hereby agree agrees with the several Underwriters named in Schedule B A hereto (the "UNDERWRITERS") as follows:

Introductory. GRAVITY Co.Auto▇▇▇▇▇▇.▇▇▇, Ltd.▇▇c., a Delaware corporation with limited liability established under the laws of The Republic of Korea (the "COMPANY"), proposes to issue and sell and the persons listed in Schedule A hereto shares (the "SELLING SHAREHOLDERSFIRM SECURITIES") propose to sell to the several Underwriters (as defined below) an aggregate of 9,300,000 American Depositary Shares (the "FIRM ADSs"), each representing one fourth of one common shares, par value W500 per share, of the Company (each a "COMMON SHARE"), consisting of 6,510,000 American Depositary Shares its Class A Common Stock ("ADSsSECURITIES") to be sold by the Company and 2,790,000 ADSs to be sold by the Selling Shareholders. The Company also proposes to issue and sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than 1,396,000 ADSs additional shares ("OPTIONAL SECURITIES") of its Securities as set forth below. The Firm Securities and the Optional Securities are herein collectively called the "OFFERED SECURITIES". As part of the offering contemplated by this Agreement, Credit Suisse First Boston Corporation (the "OPTIONAL ADSsDESIGNATED UNDERWRITER" or "CFSBC") has agreed to reserve out of the Firm Securities purchased by it under this Agreement, up to shares, for sale to the Company's directors, officers, employees and other parties associated with the Company (collectively, "PARTICIPANTS"), as set forth in the Prospectus (as defined herein) under the heading "Underwriters" (the "DIRECTED SHARE PROGRAM"). The Firm ADSs and the Optional ADSs are hereinafter collectively referred to as the "OFFERED SECURITIES", which term, unless otherwise specified, also includes the Common Shares underlying the Firm ADSs and the Optional ADSs. The Common Shares Securities to be represented sold by the Offered Securities will be evidenced by American Depositary Receipts ("ADRs") to be issued Designated Underwriter pursuant to the Deposit Agreement dated as of February ___, 2004 Directed Share Program (the "DEPOSIT AGREEMENTDIRECTED SHARES"), among ) will be sold by the Company, The Bank of New York, as depositary (Designated Underwriter pursuant to this Agreement at the "DEPOSITARY"), and public offering price. Any Directed Shares not subscribed for by the holders and beneficial holders from time to time end of the ADRsbusiness day on which this Agreement is executed will be offered to the public by the Underwriters as set forth in the Prospectus. The Company and the Selling Shareholders hereby agree agrees with the several Underwriters named in Schedule B A hereto (the "UNDERWRITERS") as follows:

Introductory. GRAVITY Co., Ltd.Flagstone Reinsurance Holdings Limited, a corporation with limited liability established under the laws of The Republic of Korea Bermuda exempted company (the "COMPANY"“Company”), proposes to issue and sell and to the persons listed Underwriters named in Schedule A hereto (the "SELLING SHAREHOLDERS") propose to sell to the several Underwriters (as defined below) an aggregate of 9,300,000 American Depositary Shares (the "FIRM ADSs"“Underwriters”), each representing one fourth for whom you are acting as representatives (“Representatives”), 13,000,000 shares (“Firm Securities”) of one its common shares, par value W500 U.S.$0.01 per share, of the Company share (each a "COMMON SHARE"“Securities”), consisting of 6,510,000 American Depositary Shares ("ADSs") to be sold by the Company and 2,790,000 ADSs to be sold by the Selling Shareholders. The Company also proposes to issue and sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than 1,396,000 ADSs 1,950,000 additional shares (“Optional Securities”) of its Securities as set forth below. The Firm Securities and the Optional Securities are herein collectively called the “Offered Securities”. As part of the offering contemplated by this Agreement, ▇▇▇▇▇▇ Brothers Inc. (the "OPTIONAL ADSs"“Designated Underwriter”) has agreed to reserve out of the Firm Securities purchased by it under this Agreement, up to shares, for sale to the Company’s directors, officers, employees and other parties associated with the Company (collectively, “Participants”), as set forth in the Prospectus (as defined herein) under the heading “Underwriting” (the “Directed Share Program”). The Firm ADSs and the Optional ADSs are hereinafter collectively referred to as the "OFFERED SECURITIES", which term, unless otherwise specified, also includes the Common Shares underlying the Firm ADSs and the Optional ADSs. The Common Shares Securities to be represented sold by the Offered Securities will be evidenced by American Depositary Receipts ("ADRs") to be issued Designated Underwriter pursuant to the Deposit Agreement dated as of February ___, 2004 Directed Share Program (the "DEPOSIT AGREEMENT")“Directed Shares”) will be sold by the Designated Underwriter pursuant to this Agreement at the public offering price. Any Directed Shares not subscribed for by 5:30 P.M., among New York time, on the Company, The Bank of New York, business day on which this Agreement is executed will be offered to the public by the Underwriters as depositary (set forth in the "DEPOSITARY"), and the holders and beneficial holders from time to time of the ADRsProspectus. The Company and the Selling Shareholders hereby agree agrees with the several Underwriters named in Schedule B hereto (the "UNDERWRITERS") as follows:

Introductory. GRAVITY Co.▇▇▇▇▇▇.▇▇▇, Ltd.inc., a Delaware corporation with limited liability established under the laws of The Republic of Korea (the "COMPANY"), proposes to issue and sell and the persons listed in Schedule A hereto __________ shares (the "SELLING SHAREHOLDERSFIRM SECURITIES") propose to sell to the several Underwriters (as defined below) an aggregate of 9,300,000 American Depositary Shares (the "FIRM ADSs"), each representing one fourth of one its common sharesstock, par value W500 [$.001] per share, of the Company (each a "COMMON SHARE"), consisting of 6,510,000 American Depositary Shares share ("ADSsSECURITIES") to be sold by the Company and 2,790,000 ADSs to be sold by the Selling Shareholders. The Company also proposes to issue and sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than 1,396,000 ADSs __________ additional shares ("OPTIONAL SECURITIES") of its Securities as set forth below. The Firm Securities and the Optional Securities are herein collectively called the "OFFERED SECURITIES". As part of the offering contemplated by this Agreement, Credit Suisse First Boston Corporation (the "OPTIONAL ADSsDESIGNATED UNDERWRITER") has agreed to reserve out of the Firm Securities purchased by it under this Agreement, up to shares, for sale to the Company's directors, officers, employees and other parties associated with the Company (collectively, "PARTICIPANTS"), as set forth in the Prospectus (as defined herein) under the heading "Underwriting" (the "DIRECTED SHARE PROGRAM"). The Firm ADSs and the Optional ADSs are hereinafter collectively referred to as the "OFFERED SECURITIES", which term, unless otherwise specified, also includes the Common Shares underlying the Firm ADSs and the Optional ADSs. The Common Shares Securities to be represented sold by the Offered Securities will be evidenced by American Depositary Receipts ("ADRs") to be issued Designated Underwriter pursuant to the Deposit Agreement dated as of February ___, 2004 Directed Share Program (the "DEPOSIT AGREEMENTDIRECTED SHARES"), among ) will be sold by the Company, The Bank of New York, as depositary (Designated Underwriter pursuant to this Agreement at the "DEPOSITARY"), and public offering price. Any Directed Shares not orally confirmed for purchase by a Participant by the holders and beneficial holders from time to time end of the ADRsbusiness day on which this Agreement is executed will be offered to the public by the Underwriters as set forth in the Prospectus. The Company and the Selling Shareholders hereby agree agrees with the several Underwriters named in Schedule B A hereto (the "UNDERWRITERS") as follows:

Introductory. GRAVITY Co.Accelerated Networks, Ltd.Inc., a Delaware corporation with limited liability established under the laws of The Republic of Korea (the "COMPANY"), proposes to issue and sell and the persons listed in Schedule A hereto shares (the "SELLING SHAREHOLDERSFIRM SECURITIES") propose to sell to the several Underwriters (as defined below) an aggregate of 9,300,000 American Depositary Shares (the "FIRM ADSs"), each representing one fourth of one its common shares, stock par value W500 $0.001 per share, of the Company (each a "COMMON SHARE"), consisting of 6,510,000 American Depositary Shares share ("ADSsSECURITIES") to be sold by the Company and 2,790,000 ADSs to be sold by the Selling Shareholders. The Company also proposes to issue and sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than 1,396,000 ADSs additional shares ("OPTIONAL SECURITIES") of its Securities as set forth below. The Firm Securities and the Optional Securities are herein collectively called the "OFFERED SECURITIES". As part of the offering contemplated by this Agreement, CREDIT SUISSE FIRST BOSTON CORPORATION (the "OPTIONAL ADSsDESIGNATED UNDERWRITER") has agreed to reserve out of the Firm Securities purchased by it under this Agreement, up to shares, for sale to the Company's directors, officers, employees and other parties associated with the Company (collectively, "PARTICIPANTS"), as set forth in the Prospectus (as defined herein) under the heading "Underwriting" (the "DIRECTED SHARE PROGRAM"). The Firm ADSs and the Optional ADSs are hereinafter collectively referred to as the "OFFERED SECURITIES", which term, unless otherwise specified, also includes the Common Shares underlying the Firm ADSs and the Optional ADSs. The Common Shares Securities to be represented sold by the Offered Securities will be evidenced by American Depositary Receipts ("ADRs") to be issued Designated Underwriter pursuant to the Deposit Agreement dated as of February ___, 2004 Directed Share Program (the "DEPOSIT AGREEMENTDIRECTED SHARES"), among ) will be sold by the Company, The Bank of New York, as depositary (Designated Underwriter pursuant to this Agreement at the "DEPOSITARY"), and public offering price. Any Directed Shares not orally confirmed for purchase by a Participant by the holders and beneficial holders from time to time end of the ADRsbusiness day on which this Agreement is executed will be offered to the public by the Underwriters as set forth in the Prospectus. The Company and the Selling Shareholders hereby agree agrees with the several Underwriters named in Schedule B A hereto (the "UNDERWRITERS") as follows:

Introductory. GRAVITY Co., Ltd.OmniSky Corporation, a Delaware corporation with limited liability established under the laws of The Republic of Korea (the "COMPANY"), proposes to issue and sell and the persons listed in Schedule A hereto ________________ shares (the "SELLING SHAREHOLDERSFIRM SECURITIES") propose to sell to the several Underwriters of its common stock, par value $0.001 per share (as defined below) an aggregate of 9,300,000 American Depositary Shares (the "FIRM ADSsSECURITIES"), each representing one fourth of one common shares, par value W500 per share, of the Company (each a "COMMON SHARE"), consisting of 6,510,000 American Depositary Shares ("ADSs") to be sold by the Company and 2,790,000 ADSs to be sold by the Selling Shareholders. The Company also proposes to issue and sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than 1,396,000 ADSs ________________ additional shares ("OPTIONAL SECURITIES") of its Securities as set forth below. The Firm Securities and the Optional Securities are herein collectively called the "OFFERED SECURITIES". As part of the offering contemplated by this Agreement, [_________] (the "OPTIONAL ADSsDESIGNATED UNDERWRITER") has agreed to reserve out of the Firm Securities purchased by it under this Agreement, up to ____________ shares, for sale to the Company's directors, officers, employees and other parties associated with the Company (collectively, "PARTICIPANTS"), as set forth in the Prospectus (as defined herein) under the heading "Underwriting" (the "DIRECTED SHARE PROGRAM"). The Firm ADSs and the Optional ADSs are hereinafter collectively referred to as the "OFFERED SECURITIES", which term, unless otherwise specified, also includes the Common Shares underlying the Firm ADSs and the Optional ADSs. The Common Shares Securities to be represented sold by the Offered Securities will be evidenced by American Depositary Receipts ("ADRs") to be issued Designated Underwriter pursuant to the Deposit Agreement dated as of February ___, 2004 Directed Share Program (the "DEPOSIT AGREEMENTDIRECTED SHARES"), among ) will be sold by the Company, The Bank of New York, as depositary (Designated Underwriter pursuant to this Agreement at the "DEPOSITARY"), and public offering price. Any Directed Shares subscribed for by the holders and beneficial holders from time to time end of the ADRsbusiness day on which this Agreement is executed will be offered to the public by the Underwriters as set forth in the Prospectus. The Company and the Selling Shareholders hereby agree agrees with the several Underwriters named in Schedule B A hereto (the "UNDERWRITERS") as follows:

Introductory. GRAVITY Co., Ltd.Celanese AG, a corporation with limited liability established company existing under the laws of The Republic of Korea Germany (the "COMPANYCompany") became an independent company in a demerger from Hoechst Aktiengesellschaft ("Hoechst"), proposes on or about October 22, 1999 (the "Demerger"). Pursuant to issue and sell and the persons listed Demerger, Hoechst shareholders will receive all of Celanese AG's outstanding shares, no par value per share (the "Shares"). The Company has retained the redistribution managers named in Schedule A hereto (the "SELLING SHAREHOLDERSRedistribution Managers"), including Credit Suisse First Boston (Europe) Limited ("CSFB") propose and Dresdner Bank AG ("DB" and, together with CSFB, the "Joint Global Coordinators and Bookrunners"), each of whom is a party to sell this Agreement, to procure purchasers for the several Underwriters (as defined below) an aggregate Shares that Hoechst shareholders or holders of 9,300,000 Hoechst American Depositary Shares (the "FIRM ADSsSelling Shareholders"), each representing one fourth of one common shares, par value W500 per share, of ) will receive in the Company (each a "COMMON SHARE"), consisting of 6,510,000 American Depositary Shares Demerger and elect to sell ("ADSsRedistribution Shares") to be sold by through the Company and 2,790,000 ADSs to be sold by the Selling Shareholders. The Company also proposes to issue and sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than 1,396,000 ADSs Redistribution Managers (the "OPTIONAL ADSsRedistribution"). The Firm ADSs and Redistribution will occur in a public offering in the Optional ADSs are hereinafter collectively referred to United States that is registered under the Securities Act of 1933, as amended (the "OFFERED SECURITIESAct") and outside the United States in reliance on Regulation S under the Act to persons other than U.S. persons, which term, unless otherwise specified, also includes the Common Shares underlying the Firm ADSs and the Optional ADSs. as defined in Regulation S. The Common Redistribution Shares to be represented by sold as part of the Offered Securities Redistribution in Germany will be evidenced by American Depositary Receipts ("ADRs") to be issued pursuant to the Deposit Agreement dated as of February ___, 2004 (the "DEPOSIT AGREEMENT"), among the Company, The Bank of New York, as depositary (the "DEPOSITARY")sold in a public offering under German law, and in the holders and beneficial holders from time to time rest of the ADRsworld in private offerings. The Company and the Selling Shareholders hereby agree agrees with the several Underwriters named in Schedule B hereto (the "UNDERWRITERS") Redistribution Managers as follows:

Introductory. GRAVITY Co.HealtheTech, Ltd.Inc., a Delaware corporation with limited liability established under the laws of The Republic of Korea (the "COMPANYCompany"), proposes to issue and sell and to the persons listed in Schedule A hereto Underwriters 5,000,000 shares (the "SELLING SHAREHOLDERSFirm Securities") propose to sell to the several Underwriters (as defined below) an aggregate of 9,300,000 American Depositary Shares (the "FIRM ADSs"), each representing one fourth of one common sharesits Common Stock, par value W500 per share, of the Company $.001 (each a "COMMON SHARESecurities"), consisting of 6,510,000 American Depositary Shares ("ADSs") to be sold by the Company and 2,790,000 ADSs to be sold by the Selling Shareholders. The Company also proposes to issue and sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than 1,396,000 ADSs 616,667 additional shares of its Securities and ▇▇▇▇▇▇ ▇▇▇▇▇ (the "OPTIONAL ADSsSelling Stockholder") also proposes to sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than 133,333 additional outstanding shares of the Company's Securities (such 750,000 additional shares of the Company's Securities, the "Optional Securities") as set forth below. The Firm Securities and the Optional Securities are herein collectively called the "Offered Securities". As part of the offering contemplated by this Agreement, UBS Warburg LLC ("UBS") (the "Designated Underwriter") has agreed to reserve out of the Firm Securities purchased by it under this Agreement, up to 250,000 shares, for sale to the Company's directors, officers, employees and other parties associated with the Company (collectively, "Participants"), as set forth in the Prospectus (as defined herein) under the heading "Underwriting" (the "Directed Share Program"). The Firm ADSs and the Optional ADSs are hereinafter collectively referred to as the "OFFERED SECURITIES", which term, unless otherwise specified, also includes the Common Shares underlying the Firm ADSs and the Optional ADSs. The Common Shares Securities to be represented sold by the Offered Securities will be evidenced by American Depositary Receipts ("ADRs") to be issued Designated Underwriter pursuant to the Deposit Agreement dated as of February ___, 2004 Directed Share Program (the "DEPOSIT AGREEMENTDirected Shares"), among ) will be sold by the Company, The Bank of New York, as depositary (Designated Underwriter pursuant to this Agreement at the "DEPOSITARY"), and public offering price. Any Directed Shares not subscribed for by the holders and beneficial holders from time to time end of the ADRsbusiness day on which this Agreement is executed will be offered to the public by the Underwriters as set forth in the Prospectus. The Company and the Selling Shareholders Stockholder hereby agree with the several Underwriters named in Schedule B A hereto (the "UNDERWRITERSUnderwriters") as follows:

Introductory. GRAVITY Co.(i) hhgregg, Ltd.Inc., a Delaware corporation with limited liability established under the laws of The Republic of Korea (the "COMPANY"“Company”), proposes agrees with the several Underwriters named in Schedule B hereto (“Underwriters”) to issue and sell to the several Underwriters 3,125,000 shares of its common stock, par value $0.001 per share (“Securities”) and (ii) the persons stockholders listed in Schedule A hereto (“Selling Stockholders”) agree severally with the "SELLING SHAREHOLDERS") propose Underwriters to sell to the several Underwriters (as defined below) an aggregate of 9,300,000 American Depositary Shares 6,250,000 outstanding shares of the Securities (the "FIRM ADSs"shares of Securities under (i) and (ii) being collectively hereinafter referred to as the “Firm Securities”), each representing one fourth of one common shares, par value W500 per share, of the Company (each a "COMMON SHARE"), consisting of 6,510,000 American Depositary Shares ("ADSs") to be sold by the Company and 2,790,000 ADSs to be sold by the Selling Shareholders. The Company Selling Stockholders also proposes severally agree to issue and sell to the several Underwriters, at the option of the Underwriters, an aggregate of not more than 1,396,000 ADSs 1,406,250 additional outstanding shares (“Optional Securities”) of the Company’s Securities, as set forth below. The Firm Securities and the Optional Securities are herein collectively called the “Offered Securities”. As part of the offering contemplated by this Agreement, Credit Suisse Securities (USA) LLC (the "OPTIONAL ADSs"“Designated Underwriter”) has agreed to reserve out of the Firm Securities purchased by it under this Agreement, up to 468,750 shares, for sale to the Company’s directors, officers, employees and other parties associated with the Company (collectively, “Participants”), as set forth in the Final Prospectus (as defined herein) under the heading “Underwriting” (the “Directed Share Program”). The Firm ADSs and the Optional ADSs are hereinafter collectively referred to as the "OFFERED SECURITIES", which term, unless otherwise specified, also includes the Common Shares underlying the Firm ADSs and the Optional ADSs. The Common Shares Securities to be represented sold by the Offered Securities will be evidenced by American Depositary Receipts ("ADRs") to be issued Designated Underwriter pursuant to the Deposit Agreement dated as of February ___, 2004 Directed Share Program (the "DEPOSIT AGREEMENT"), among “Directed Shares”) will be sold by the Company, The Bank of New York, as depositary (Designated Underwriter pursuant to this Agreement at the "DEPOSITARY"), and public offering price. Any Directed Shares not subscribed for by the holders and beneficial holders from time to time end of the ADRsbusiness day on which this Agreement is executed will be offered to the public by the Underwriters as set forth in the Final Prospectus. The Company and the Selling Shareholders hereby agree with the several Underwriters named in Schedule B hereto (the "UNDERWRITERS") as followsFor purposes of this Agreement:

Introductory. GRAVITY Co.Apollo Group, Ltd.Inc., a an Arizona corporation with limited liability established under the laws of The Republic of Korea (the "COMPANY"), proposes to issue and sell and the persons listed in Schedule A hereto 5,000,000 shares (the "SELLING SHAREHOLDERSFIRM SECURITIES") propose to sell to the several Underwriters of its University of Phoenix Online common stock, no par value (as defined below) an aggregate of 9,300,000 American Depositary Shares (the "FIRM ADSsSECURITIES"), each representing one fourth of one common shares, par value W500 per share, of the Company (each a "COMMON SHARE"), consisting of 6,510,000 American Depositary Shares ("ADSs") to be sold by the Company and 2,790,000 ADSs to be sold by the Selling Shareholders. The Company also proposes to issue and sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than 1,396,000 ADSs 750,000 additional shares ("OPTIONAL SECURITIES") of its Securities as set forth below. The Firm Securities and the Optional Securities are herein collectively called the "OFFERED SECURITIES". It is understood that the Securities are intended to track the performance of University of Phoenix Online, a division of the University of Phoenix, Inc., a wholly owned subsidiary of the Company. It is further understood that the Company will allocate all net proceeds from the Offered Securities to University of Phoenix Online. As part of the offering contemplated by this Agreement, Credit Suisse First Boston Corporation (the "OPTIONAL ADSsDESIGNATED UNDERWRITER") has agreed to reserve out of the Firm Securities purchased by it under this Agreement, up to ____________________ shares, for sale to the Company's directors, officers, employees and other parties associated with the Company (collectively, "PARTICIPANTS"), as set forth in the Prospectus (as defined herein) under the heading "Underwriting" (the "DIRECTED SHARE PROGRAM"). The Firm ADSs and the Optional ADSs are hereinafter collectively referred to as the "OFFERED SECURITIES", which term, unless otherwise specified, also includes the Common Shares underlying the Firm ADSs and the Optional ADSs. The Common Shares Securities to be represented sold by the Offered Securities will be evidenced by American Depositary Receipts ("ADRs") to be issued Designated Underwriter pursuant to the Deposit Agreement dated as of February ___, 2004 Directed Share Program (the "DEPOSIT AGREEMENTDIRECTED SHARES"), among ) will be sold by the Company, The Bank of New York, as depositary (Designated Underwriter pursuant to this Agreement at the "DEPOSITARY"), and public offering price. Any Directed Shares not subscribed for by the holders and beneficial holders from time to time end of the ADRsbusiness day on which this Agreement is executed will be offered to the public by the Underwriters as set forth in the Prospectus (as defined below). The Company and the Selling Shareholders hereby agree agrees with the several Underwriters named in Schedule B A hereto (the "UNDERWRITERS") as follows:

Introductory. GRAVITY Co.RightNow Technologies, Ltd.Inc, a Delaware corporation with limited liability established under the laws of The Republic of Korea (the "COMPANYCompany"), proposes to issue and sell and the persons listed in Schedule A hereto 4,000,000 shares (the "SELLING SHAREHOLDERSFirm Securities") propose to sell to the several Underwriters (as defined below) an aggregate of 9,300,000 American Depositary Shares (the "FIRM ADSs"), each representing one fourth of one its common shares, par value W500 per share, of the Company (each a "COMMON SHARE"), consisting of 6,510,000 American Depositary Shares stock ("ADSsSecurities") to be sold by the Company and 2,790,000 ADSs to be sold by the Selling Shareholders. The Company also proposes to issue and sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than 1,396,000 ADSs 600,000 additional shares ("Optional Securities") of its Securities as set forth below. The Firm Securities and the Optional Securities are herein collectively called the "Offered Securities". As part of the offering contemplated by this Agreement, Credit Suisse First Boston Corporation and ▇.▇. ▇▇▇▇▇▇▇▇ & Co. (the "OPTIONAL ADSsDesignated Underwriters") have agreed to reserve out of the Firm Securities purchased by it under this Agreement, up to shares, for sale to the Company's directors, officers, employees and other parties associated with the Company (collectively, "Participants"), as set forth in the Prospectus (as defined herein) under the heading "Underwriting" (the "Directed Share Program"). The Firm ADSs and the Optional ADSs are hereinafter collectively referred to as the "OFFERED SECURITIES", which term, unless otherwise specified, also includes the Common Shares underlying the Firm ADSs and the Optional ADSs. The Common Shares Securities to be represented sold by the Offered Securities will be evidenced by American Depositary Receipts ("ADRs") to be issued Designated Underwriters pursuant to the Deposit Agreement dated as of February ___, 2004 Directed Share Program (the "DEPOSIT AGREEMENTDirected Shares"), among ) will be sold by the Company, The Bank of New York, as depositary (Designated Underwriters pursuant to this Agreement at the "DEPOSITARY"), and public offering price. Any Directed Shares not subscribed for by the holders and beneficial holders from time to time end of the ADRsbusiness day on which this Agreement is executed will be offered to the public by the Underwriters as set forth in the Prospectus. The Company and the Selling Shareholders hereby agree agrees with the several Underwriters named in Schedule B A hereto (the "UNDERWRITERSUnderwriters") as follows:

Introductory. GRAVITY Co.Kindred Healthcare, Ltd.Inc., a Delaware corporation with limited liability established under the laws of The Republic of Korea (the "COMPANYCompany"), proposes to issue and sell 1,750,000 shares of its common stock, par value $0.25 per share ("Securities"), and the persons stockholders listed in Schedule A hereto (the "SELLING SHAREHOLDERSSelling Stockholders") propose severally and not jointly to sell to the several Underwriters (as defined below) an aggregate of 9,300,000 American Depositary Shares 1,496,900 outstanding shares of the Securities (such 3,246,900 shares of Securities being hereinafter referred to as the "FIRM ADSsFirm Securities"), each representing one fourth of one common shares, par value W500 per share, of the Company (each a "COMMON SHARE"), consisting of 6,510,000 American Depositary Shares ("ADSs") to be sold by the Company and 2,790,000 ADSs to be sold by the Selling Shareholders. The Company also proposes to issue and sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than 1,396,000 ADSs 487,035 additional shares of its Securities (such 487,035 additional shares being hereinafter referred to as the "OPTIONAL ADSsOptional Securities"). The Firm ADSs Securities and the Optional ADSs Securities are hereinafter herein collectively referred to as called the "OFFERED SECURITIESOffered Securities." As part of the offering contemplated by this Agreement, Credit Suisse First Boston Corporation (", which term, unless otherwise specified, also includes CSFBC" or the Common Shares underlying "Designated Underwriter") has agreed to reserve out of the Firm ADSs Securities purchased by it under this Agreement, up to [ ] shares, for sale to the Company's directors, officers, employees and other parties associated with the Optional ADSsCompany (collectively, "Participants"), as set forth in the Prospectus (as defined herein) under the heading "Underwriting" (the "Directed Share Program"). The Common Shares Firm Securities to be represented sold by the Offered Securities will be evidenced by American Depositary Receipts ("ADRs") to be issued Designated Underwriter pursuant to the Deposit Agreement dated as of February ___, 2004 Directed Share Program (the "DEPOSIT AGREEMENTDirected Shares"), among ) will be sold by the Company, The Bank of New York, as depositary (Designated Underwriter pursuant to this Agreement at the "DEPOSITARY"), and public offering price. Any Directed Shares not subscribed for by the holders and beneficial holders from time to time end of the ADRsbusiness day on which this Agreement is executed will be offered to the public by the Underwriters as set forth in the Prospectus. The Company and the Selling Shareholders Stockholders hereby agree with the several Underwriters named in Schedule B hereto (the "UNDERWRITERSUnderwriters") as follows:

Introductory. GRAVITY Co.Complete Production Services, Ltd.Inc., a Delaware corporation with limited liability established under the laws of The Republic of Korea (the "COMPANY"“Company”), proposes to issue and sell 13,000,000 shares of its common stock, par value $0.01 per share (“Securities”) and the persons stockholders listed in Schedule A hereto (the "SELLING SHAREHOLDERS"“Selling Stockholders”) propose severally to sell to the several Underwriters (as defined below) an aggregate of 9,300,000 American Depositary Shares (the "FIRM ADSs"), each representing one fourth of one common shares, par value W500 per share, 13,000,000 outstanding shares of the Company Securities (each a "COMMON SHARE"such 26,000,000 shares of Securities being hereinafter referred to as the “Firm Securities”), consisting of 6,510,000 American Depositary Shares ("ADSs") to be sold by the Company and 2,790,000 ADSs to be sold by the Selling Shareholders. The Company Selling Stockholders also proposes propose to issue and sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than 1,396,000 ADSs 3,900,000 additional outstanding shares of the Company’s Securities, as set forth below (such 3,900,000 additional shares being hereinafter referred to as the "OPTIONAL ADSs"“Optional Securities”). The Firm ADSs Securities and the Optional ADSs Securities are hereinafter herein collectively referred called the “Offered Securities”. As part of the offering contemplated by this Agreement, UBS Securities LLC (the “Designated Underwriter”) has agreed to as the "OFFERED SECURITIES", which term, unless otherwise specified, also includes the Common Shares underlying reserve out of the Firm ADSs Securities purchased by it under this Agreement, up to 1,300,000 shares, for sale to the Company’s directors, officers, employees and other parties associated with the Optional ADSsCompany (collectively, “Participants”), as set forth in the Prospectus (as defined herein) under the heading “Underwriting” (the “Directed Share Program”). The Common Shares Firm Securities to be represented sold by the Offered Securities will be evidenced by American Depositary Receipts ("ADRs") to be issued Designated Underwriter pursuant to the Deposit Agreement dated as of February ___, 2004 Directed Share Program (the "DEPOSIT AGREEMENT"), among “Directed Shares”) will be sold by the Company, The Bank of New York, as depositary (Designated Underwriter pursuant to this Agreement at the "DEPOSITARY"), and public offering price. Any Directed Shares not subscribed for by the holders and beneficial holders from time to time end of the ADRsbusiness day on which this Agreement is executed will be offered to the public by the Underwriters as set forth in the Prospectus. The Company and the Selling Shareholders Stockholders hereby agree with the several Underwriters named in Schedule B hereto (the "UNDERWRITERS"“Underwriters”) as follows:

Introductory. GRAVITY Co., Ltd.▇▇▇▇▇▇▇▇ Corporation, a Delaware corporation with limited liability established under the laws of The Republic of Korea (the "COMPANY"“Company”), proposes to issue and sell and agrees with the persons listed several Underwriters named in Schedule A hereto (the "SELLING SHAREHOLDERS"“Underwriters”) propose to issue and sell to the several Underwriters 18,200,000 shares (as defined below“Firm Securities”) an aggregate of 9,300,000 American Depositary Shares (the "FIRM ADSs"), each representing one fourth of one its common sharesstock, par value W500 $.001 per share, of the Company share (each a "COMMON SHARE"), consisting of 6,510,000 American Depositary Shares ("ADSs"“Securities”) to be sold by the Company and 2,790,000 ADSs to be sold by the Selling Shareholders. The Company also proposes agrees to issue and sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than 1,396,000 ADSs 2,730,000 additional shares (the "OPTIONAL ADSs")“Optional Securities”) of its Securities as set forth below. The Firm ADSs Securities and the Optional ADSs Securities are hereinafter herein collectively referred to as called the "OFFERED SECURITIES", which term, unless otherwise specified, also includes the Common Shares underlying the Firm ADSs and the Optional ADSs“Offered Securities”. The Common Shares proceeds of Offered Securities are anticipated to be represented used, among other things, to partially finance the acquisition of TFI Holdings, Inc. (the “Target”) by the Company (the “Acquisition”) pursuant to a Stock Purchase Agreement, dated as of March 7, 2012, by and among ▇▇▇▇▇▇▇▇ Hydrocarbons Holdings Corporation, the Company, the Target and Green Fuel Services, LLC. Following the Acquisition, the Target and Thermo Fluids Inc., a wholly-owned subsidiary of the Target (“TFI” and, together with the Target, the “Target Entities”), will be wholly-owned subsidiaries of the Company. If the Acquisition is not consummated, the Company expects to use the proceeds of the Offered Securities will be evidenced by American Depositary Receipts ("ADRs") to be issued pursuant to the Deposit Agreement dated as of February ___, 2004 (the "DEPOSIT AGREEMENT"), among the Company, The Bank of New Yorkrepay debt under its existing credit facility, as depositary (described under the "DEPOSITARY"), and caption “Use of Proceeds” in the holders and beneficial holders from time to time of the ADRs. The Company and the Selling Shareholders hereby agree with the several Underwriters named in Schedule B hereto (the "UNDERWRITERS") as follows:Final Prospectus.

Introductory. GRAVITY Co., Ltd.Intersil Holding Corporation, a Delaware corporation with limited liability established under the laws of The Republic of Korea (the "COMPANYCompany"), proposes to issue and sell and the persons listed in Schedule A hereto |X| shares (the "SELLING SHAREHOLDERSFirm Securities") propose to sell to the several Underwriters (as defined below) an aggregate of 9,300,000 American Depositary Shares (the "FIRM ADSs"), each representing one fourth of one common shares, par value W500 per share, of the Company (each a "COMMON SHARE"), consisting of 6,510,000 American Depositary Shares its Class A Common Stock ("ADSsSecurities") to be sold by the Company and 2,790,000 ADSs to be sold by the Selling Shareholders. The Company also proposes to issue and sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than 1,396,000 ADSs |X| additional shares ("Optional Securities") of its Securities as set forth below. The Firm Securities and the Optional Securities are herein collectively called the "Offered Securities". As part of the offering contemplated by this Agreement, CSFBC (the "OPTIONAL ADSsDesignated Underwriter") has agreed to reserve out of the Firm Securities purchased by it under this Agreement, up to |X| shares, for sale to the Company's directors, officers, employees and other parties associated with the Company (collectively, "Participants"), as set forth in the Prospectus (as defined herein) under the heading "Underwriting" (the "Directed Share Program"). The Firm ADSs and the Optional ADSs are hereinafter collectively referred to as the "OFFERED SECURITIES", which term, unless otherwise specified, also includes the Common Shares underlying the Firm ADSs and the Optional ADSs. The Common Shares Securities to be represented sold by the Offered Securities will be evidenced by American Depositary Receipts ("ADRs") to be issued Designated Underwriter pursuant to the Deposit Agreement dated as of February ___, 2004 Directed Share Program (the "DEPOSIT AGREEMENTDirected Shares"), among ) will be sold by the Company, The Bank of New York, as depositary (Designated Underwriter pursuant to this Agreement at the "DEPOSITARY"), and public offering price. Any Directed Shares not subscribed for by the holders and beneficial holders from time to time end of the ADRsbusiness day on which this Agreement is executed will be offered to the public by the Underwriters as set forth in the Prospectus. The Company and the Selling Shareholders hereby agree agrees with the several Underwriters named in Schedule B A hereto (the "UNDERWRITERSUnderwriters") as follows:

Introductory. GRAVITY Co.Vital Therapies, Ltd.Inc., a Delaware corporation with limited liability established under the laws of The Republic of Korea (the "COMPANY"“Company”), proposes to issue and sell and agrees with the persons listed several Underwriters named in Schedule A hereto (the "SELLING SHAREHOLDERS"“Underwriters”), for whom Credit Suisse Securities (USA) propose LLC is acting as representative (the “Representative”), to issue and sell to the several Underwriters (as defined below) an aggregate of 9,300,000 American Depositary Shares [—] shares (the "FIRM ADSs"), each representing one fourth “Firm Securities”) of one its common sharesstock, par value W500 $0.0001 per share, of share (the Company (each a "COMMON SHARE"), consisting of 6,510,000 American Depositary Shares ("ADSs"“Securities”) to be sold by the Company and 2,790,000 ADSs to be sold by the Selling Shareholders. The Company also proposes to issue and sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than 1,396,000 ADSs [—] additional shares (the "OPTIONAL ADSs"“Optional Securities”) of its Securities as set forth below. The Firm Securities and the Optional Securities are herein collectively called the “Offered Securities”. As part of the offering contemplated by this Agreement, Credit Suisse Securities (USA) LLC (the “Designated Underwriter”) has agreed to reserve out of the Firm Securities purchased by it under this Agreement, up to [—] shares, for sale to the Company’s directors, officers, employees and other parties associated with the Company or its directors, officers, employees or stockholders (collectively, “Participants”), as set forth in the Final Prospectus (as defined herein) under the heading “Underwriting” (the “Directed Share Program”). The Firm ADSs and the Optional ADSs are hereinafter collectively referred to as the "OFFERED SECURITIES", which term, unless otherwise specified, also includes the Common Shares underlying the Firm ADSs and the Optional ADSs. The Common Shares Securities to be represented sold by the Offered Securities will be evidenced by American Depositary Receipts ("ADRs") to be issued Designated Underwriter pursuant to the Deposit Agreement dated as of February ___, 2004 Directed Share Program (the "DEPOSIT AGREEMENT"), among “Directed Shares”) will be sold by the Company, The Bank of New York, as depositary (Designated Underwriter pursuant to this Agreement at the "DEPOSITARY"), and public offering price. Any Directed Shares not subscribed for by the holders and beneficial holders from time to time end of the ADRs. The Company and business day on which this Agreement is executed will be offered to the Selling Shareholders hereby agree with public by the several Underwriters named as set forth in Schedule B hereto (the "UNDERWRITERS") as follows:Final Prospectus.

Introductory. GRAVITY Co., Ltd., a corporation with limited liability established under the laws of The Republic of Korea selling stockholders named in Schedule B hereto (the "COMPANY")“Selling stockholders”) propose to sell, proposes pursuant to issue and sell and the persons listed terms of this Agreement, to the several underwriters named in Schedule A hereto (the "SELLING SHAREHOLDERS"“Underwriters,” or, each, an “Underwriter”), an aggregate of 15,272,493 shares of Common Stock, $0.001 par value (the “Common Stock”) propose of Limelight Networks, Inc., a Delaware corporation (the “Company”). The aggregate of 15,272,493 shares so proposed to be sold is hereinafter referred to as the “Firm Stock” or the “Stock.” ▇. ▇▇▇▇▇ FBR, Inc. is acting as representative of the several Underwriters and in such capacity is hereinafter referred to as the “Representative.” To the extent that only one Underwriter is listed on Schedule A hereto, all references herein to the Representative and the Underwriters shall refer just to you. Subject to the sale of the Stock by the Selling stockholders to the Underwriters in compliance with the terms hereof, the Underwriters have agreed to sell to the several Company, and the Company has agreed herein to purchase from the Underwriters (as defined below) an aggregate of 9,300,000 American Depositary Shares (the "FIRM ADSs"“Share Repurchase”), each representing one fourth of one common shares, par value W500 per share, of the Company (each a "COMMON SHARE"), consisting of 6,510,000 American Depositary Shares ("ADSs"i) to be sold by the Company and 2,790,000 ADSs to be sold by the Selling Shareholders. The Company also proposes to issue and sell to the Underwriters, at the option election of the Underwriters, an aggregate of not more than 1,396,000 ADSs up to 1,000,000 shares of the Stock (the "OPTIONAL ADSs"). The Firm ADSs “Underwriter Election Shares”) and (ii) upon the Optional ADSs are hereinafter collectively referred to as mutual agreement of both the "OFFERED SECURITIES", which term, unless otherwise specified, also includes the Common Shares underlying the Firm ADSs and the Optional ADSs. The Common Shares to be represented by the Offered Securities will be evidenced by American Depositary Receipts ("ADRs") to be issued pursuant to the Deposit Agreement dated as of February ___, 2004 (the "DEPOSIT AGREEMENT"), among the Company, The Bank of New York, as depositary (the "DEPOSITARY"), and the holders and beneficial holders from time to time of the ADRs. The Company and the Selling Shareholders hereby agree Underwriters, up to an aggregate of 527,249 additional shares of the Stock (the “Mutual Election Shares” and, together with the several Underwriters named in Schedule B hereto (Underwriter Election Shares, the "UNDERWRITERS"“Repurchase Shares”) as follows:pursuant to Section 3 hereof.

Introductory. GRAVITY Co., Ltd.Silicon Energy Corp., a Delaware corporation with limited liability established under the laws of The Republic of Korea (the "COMPANY"), proposes to issue and sell and the persons listed in Schedule A hereto ____________ shares (the "SELLING SHAREHOLDERSFIRM SECURITIES") propose to sell to the several Underwriters (as defined below) an aggregate of 9,300,000 American Depositary Shares (the "FIRM ADSs"), each representing one fourth of one common shares, par value W500 per share, of the Company (each a "COMMON SHARE"), consisting of 6,510,000 American Depositary Shares its Common Stock ("ADSsSECURITIES") to be sold by the Company and 2,790,000 ADSs to be sold by the Selling Shareholders. The Company also proposes to issue and sell sell1 to the Underwriters, at the option of the Underwriters, an aggregate of not more than 1,396,000 ADSs ______________ additional shares ("OPTIONAL SECURITIES") of its Securities as set forth below. The Firm Securities and the Optional Securities are herein collectively called the "OFFERED SECURITIES". As part of the offering contemplated by this Agreement, [Insert name of underwriter] (the "OPTIONAL ADSsDESIGNATED UNDERWRITER") has agreed to reserve out of the Firm Securities purchased by it under this Agreement, up to ____________ shares, for sale to the Company's directors, officers, employees and other parties associated with the Company (collectively, "PARTICIPANTS"), as set forth in the Prospectus (as defined herein) under the heading "Underwriting" (the "DIRECTED SHARE PROGRAM"). The Firm ADSs and the Optional ADSs are hereinafter collectively referred to as the "OFFERED SECURITIES", which term, unless otherwise specified, also includes the Common Shares underlying the Firm ADSs and the Optional ADSs. The Common Shares Securities to be represented sold by the Offered Securities will be evidenced by American Depositary Receipts ("ADRs") to be issued Designated Underwriter pursuant to the Deposit Agreement dated as of February ___, 2004 Directed Share Program (the "DEPOSIT AGREEMENTDIRECTED SHARES"), among ) will be sold by the Company, The Bank of New York, as depositary (Designated Underwriter pursuant to this Agreement at the "DEPOSITARY"), and public offering price. Any Directed Shares not subscribed for by the holders and beneficial holders from time to time end of the ADRsbusiness day on which this Agreement is executed will be offered to the public by the Underwriters as set forth in the Prospectus. The Company and the Selling Shareholders hereby agree agrees with the several Underwriters named in Schedule B A hereto (the "UNDERWRITERS") as follows:

Introductory. GRAVITY Co.NeuroSigma, Ltd.Inc., a Delaware corporation with limited liability established under the laws of The Republic of Korea (the "COMPANY"“Company”), proposes to issue and sell and agrees with the persons listed several Underwriters named in Schedule A hereto (the "SELLING SHAREHOLDERS"“Underwriters”) propose to issue and sell to the several Underwriters 3,571,429 shares (as defined below“Firm Securities”) an aggregate of 9,300,000 American Depositary Shares (the "FIRM ADSs"), each representing one fourth of one Company’s common sharesstock, par value W500 $0.0001 per share, of the Company share (each a "COMMON SHARE"), consisting of 6,510,000 American Depositary Shares ("ADSs"“Securities”) to be sold by the Company and 2,790,000 ADSs to be sold by the Selling Shareholders. The Company also proposes to issue and sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than 1,396,000 ADSs 535,714 additional shares (“Optional Securities”) of the "OPTIONAL ADSs")Company’s Securities, as set forth below. The Firm ADSs Securities and the Optional ADSs Securities are hereinafter herein collectively referred called the “Offered Securities”. ▇▇▇▇▇▇▇▇▇ LLC agrees that up to as the "OFFERED SECURITIES", which term, unless otherwise specified, also includes the Common Shares underlying 178,572 of the Firm ADSs and the Optional ADSs. The Common Shares Securities to be represented purchased by the Underwriters (the “Directed Shares”) shall be reserved for sale to certain eligible directors, officers and employees of the Company and persons having business relationships with the Company (collectively, the “Participants”), as part of the distribution of the Offered Securities will be evidenced by American Depositary Receipts the Underwriters ("ADRs") to be issued pursuant the “Directed Share Program”), subject to the Deposit Agreement dated as terms of February ___this Agreement, 2004 (the "DEPOSIT AGREEMENT")applicable rules, among the Company, The Bank of New York, as depositary (the "DEPOSITARY"), regulations and the holders and beneficial holders from time to time interpretations of the ADRsFinancial Industry Regulatory Authority, Inc. (“FINRA”) and all other applicable laws, rule and regulations. The Company and Directed Share Program shall be administered by ▇▇▇▇▇▇▇▇▇ LLC. To the Selling Shareholders hereby agree with extent that the several Directed Shares are not orally confirmed for purchase by the Participants by the end of the first business day after the date of this Agreement, such Directed Shares may be offered to the public by the Underwriters named in Schedule B hereto (as part of the "UNDERWRITERS") as follows:public offering contemplated hereby.

Introductory. GRAVITY Co.Quality Distribution, Ltd.Inc., a Florida corporation with limited liability established under the laws of The Republic of Korea (the "COMPANYCompany"), proposes to issue and sell and the persons listed in Schedule A hereto 7,000,000 shares (the "SELLING SHAREHOLDERSFirm Securities") propose to sell to the several Underwriters (as defined below) an aggregate of 9,300,000 American Depositary Shares (the "FIRM ADSs"), each representing one fourth of one its common shares, par value W500 per share, of the Company (each a "COMMON SHARE"), consisting of 6,510,000 American Depositary Shares stock ("ADSsSecurities") to be sold by the Company and 2,790,000 ADSs to be sold by the Selling Shareholders. The Company also proposes to issue and sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than 1,396,000 ADSs 875,000 additional shares ("Optional Securities") of its Securities as set forth below. The Firm Securities and the Optional Securities are herein collectively called the "Offered Securities". As part of the offering contemplated by this Agreement, Credit Suisse First Boston LLC ("CSFB"), (the "OPTIONAL ADSsDesignated Underwriter") has agreed to reserve out of the Firm Securities purchased by the Underwriters under this Agreement, up to 393,750 shares, for sale to the Company's directors, officers, employees and other parties associated with the Company (collectively, "Participants"), as set forth in the Prospectus (as defined herein) under the heading "Underwriting" (the "Directed Share Program"). The Firm ADSs and the Optional ADSs are hereinafter collectively referred to as the "OFFERED SECURITIES", which term, unless otherwise specified, also includes the Common Shares underlying the Firm ADSs and the Optional ADSs. The Common Shares Securities to be represented sold by the Offered Securities will be evidenced by American Depositary Receipts ("ADRs") to be issued Designated Underwriter pursuant to the Deposit Agreement dated as of February ___, 2004 Directed Share Program (the "DEPOSIT AGREEMENTDirected Shares"), among ) will be sold by the Company, The Bank of New York, as depositary (Designated Underwriter pursuant to this Agreement at the "DEPOSITARY"), and public offering price. Any Directed Shares not subscribed for by the holders and beneficial holders from time to time end of the ADRsbusiness day on which this Agreement is executed will be offered to the public by the Underwriters as set forth in the Prospectus. The Company and the Selling Shareholders hereby agree agrees with the several Underwriters named in Schedule B A hereto (the "UNDERWRITERSUnderwriters") as follows:

Introductory. GRAVITY Co.Gadzoox Networks, Ltd.Inc., a Delaware corporation with limited liability established under the laws of The Republic of Korea (the "COMPANY"), proposes to issue and sell and the persons listed in Schedule A hereto 3,500,000 shares (the "SELLING SHAREHOLDERSFIRM SECURITIES") propose to sell to the several Underwriters (as defined below) an aggregate of 9,300,000 American Depositary Shares (the "FIRM ADSs"), each representing one fourth of one common sharesits Common Stock, par value W500 $0.005 per share, of the Company (each a "COMMON SHARE"), consisting of 6,510,000 American Depositary Shares ("ADSsSECURITIES") to be sold by the Company and 2,790,000 ADSs to be sold by the Selling Shareholders. The Company also proposes to issue and sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than 1,396,000 ADSs 525,000 additional shares ("OPTIONAL SECURITIES") of its Securities as set forth below. The Firm Securities and the Optional Securities are herein collectively called the "OFFERED SECURITIES." As part of the offering contemplated by this Agreement, [CSFB] (the "OPTIONAL ADSsDESIGNATED UNDERWRITER") has agreed to reserve out of the Firm Securities purchased by it under this Agreement, up to 250,000 shares, for sale to the Company's directors, officers, employees and other parties associated with the Company (collectively, "PARTICIPANTS"), as set forth in the Prospectus (as defined herein) under the heading "Underwriters" (the "DIRECTED SHARE PROGRAM"). The Firm ADSs and the Optional ADSs are hereinafter collectively referred to as the "OFFERED SECURITIES", which term, unless otherwise specified, also includes the Common Shares underlying the Firm ADSs and the Optional ADSs. The Common Shares Securities to be represented sold by the Offered Securities will be evidenced by American Depositary Receipts ("ADRs") to be issued Designated Underwriter pursuant to the Deposit Agreement dated as of February ___, 2004 Directed Share Program (the "DEPOSIT AGREEMENTDIRECTED SHARES"), among ) will be sold by the Company, The Bank of New York, as depositary (Designated Underwriter pursuant to this Agreement at the "DEPOSITARY"), and public offering price. Any Directed Shares not orally confirmed for purchase by a Participant by the holders and beneficial holders from time to time end of the ADRsbusiness day on which this Agreement is executed will be offered to the public by the Underwriters as set forth in the Prospectus. The Company and the Selling Shareholders hereby agree agrees with the several Underwriters named in Schedule B A hereto (the "UNDERWRITERS") as follows:

Introductory. GRAVITY Co.DigitalThink, Ltd.Inc., a Delaware corporation with limited liability established under the laws of The Republic of Korea (the "COMPANY"), proposes to issue and sell and the persons listed in Schedule A hereto 4,400,000 shares (the "SELLING SHAREHOLDERSFIRM SECURITIES") propose to sell to the several Underwriters (as defined below) an aggregate of 9,300,000 American Depositary Shares (the "FIRM ADSs"), each representing one fourth of one common sharesits Common Stock, par value W500 $0.001 per share, of the Company (each a "COMMON SHARE"), consisting of 6,510,000 American Depositary Shares ("ADSsSECURITIES") to be sold by the Company and 2,790,000 ADSs to be sold by the Selling Shareholders. The Company also proposes to issue and sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than 1,396,000 ADSs 660,000 additional shares ("OPTIONAL SECURITIES") of its Securities as set forth below. The Firm Securities and the Optional Securities are herein collectively called the "OFFERED SECURITIES." As part of the offering contemplated by this Agreement, Hamb▇▇▇▇▇ & ▇uis▇ ▇▇▇ (the "OPTIONAL ADSsDESIGNATED UNDERWRITER") has agreed to reserve out of the Firm Securities purchased by it under this Agreement, up to ___ shares, for sale to the Company's directors, officers, employees and other parties associated with the Company (collectively, "PARTICIPANTS"), as set forth in the Prospectus (as defined herein) under the heading "Underwriters" (the "DIRECTED SHARE PROGRAM"). The Firm ADSs and the Optional ADSs are hereinafter collectively referred to as the "OFFERED SECURITIES", which term, unless otherwise specified, also includes the Common Shares underlying the Firm ADSs and the Optional ADSs. The Common Shares Securities to be represented sold by the Offered Securities will be evidenced by American Depositary Receipts ("ADRs") to be issued Designated Underwriter pursuant to the Deposit Agreement dated as of February ___, 2004 Directed Share Program (the "DEPOSIT AGREEMENTDIRECTED SHARES"), among ) will be sold by the Company, The Bank of New York, as depositary (Designated Underwriter pursuant to this Agreement at the "DEPOSITARY"), and public offering price. Any Directed Shares not subscribed for by the holders and beneficial holders from time to time end of the ADRsbusiness day on which this Agreement is executed will be offered to the public by the Underwriters as set forth in the Prospectus. The Company and the Selling Shareholders hereby agree agrees with the several Underwriters named in Schedule B A hereto (the "UNDERWRITERS") as follows:

Introductory. GRAVITY Co., Ltd.BSQUARE Corporation, a Washington corporation with limited liability established under the laws of The Republic of Korea (the "COMPANYCompany"), proposes to issue and sell and the persons listed in Schedule A hereto ________________ shares (the "SELLING SHAREHOLDERSFirm Securities") propose to sell to the several Underwriters (as defined below) an aggregate of 9,300,000 American Depositary Shares (the "FIRM ADSs")its Common Stock, each representing one fourth of one common sharesno par value, par value W500 per share, of the Company (each a "COMMON SHARE"), consisting of 6,510,000 American Depositary Shares ("ADSsSecurities") to be sold by the Company and 2,790,000 ADSs to be sold by the Selling Shareholders. The Company also proposes to issue and sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than 1,396,000 ADSs _______________ additional shares ("Optional Securities") of its Securities as set forth below. The Firm Securities and the Optional Securities are herein collectively called the "Offered Securities". As part of the offering contemplated by this Agreement, Credit Suisse First Boston Corporation (the "OPTIONAL ADSsDesignated Underwriter") has agreed to reserve out of the Firm Securities purchased by it under this Agreement, up to shares, for sale to the Company's directors, officers, employees and other parties associated with the Company (collectively, "Participants"), as set forth in the Prospectus (as defined herein) under the heading "Underwriters" (the "Directed Share Program"). The Firm ADSs and the Optional ADSs are hereinafter collectively referred to as the "OFFERED SECURITIES", which term, unless otherwise specified, also includes the Common Shares underlying the Firm ADSs and the Optional ADSs. The Common Shares Securities to be represented sold by the Offered Securities will be evidenced by American Depositary Receipts ("ADRs") to be issued Designated Underwriter pursuant to the Deposit Agreement dated as of February ___, 2004 Directed Share Program (the "DEPOSIT AGREEMENTDirected Shares"), among ) will be sold by the Company, The Bank of New York, as depositary (Designated Underwriter pursuant to this Agreement at the "DEPOSITARY"), and public offering price. Any Directed Shares not orally confirmed for purchase by a Participant by the holders and beneficial holders from time to time end of the ADRsbusiness day on which this Agreement is executed will be offered to the public by the Underwriters as set forth in the Prospectus. The Company and the Selling Shareholders hereby agree agrees with the several Underwriters named in Schedule B A hereto (the "UNDERWRITERSUnderwriters") as follows:

Introductory. GRAVITY Co., Ltd.Lexent Inc., a Delaware corporation with limited liability established under the laws of The Republic of Korea (the "COMPANYCompany"), proposes to issue and sell and the persons listed in Schedule A hereto 6,000,000 shares (the "SELLING SHAREHOLDERSFirm Securities") propose to sell to the several Underwriters (as defined below) an aggregate of 9,300,000 American Depositary Shares (the "FIRM ADSs"), each representing one fourth of one common sharesits Common Stock, par value W500 $.001 per share, of the Company (each a "COMMON SHARE"), consisting of 6,510,000 American Depositary Shares share ("ADSsSecurities") to be sold by the Company and 2,790,000 ADSs to be sold by the Selling Shareholders. The Company also proposes to issue and sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than 1,396,000 ADSs 900,000 additional shares ("Optional Securities") of its Securities as set forth below. The Firm Securities and the Optional Securities are herein collectively called the "Offered Securities". As part of the offering contemplated by this Agreement, Credit Suisse First Boston Corporation (the "OPTIONAL ADSsDesignated Underwriter") has agreed to reserve out of the Firm Securities purchased by it under this Agreement, up to 823,333 shares, for sale to the Company's directors, officers, employees and other parties associated with the Company (collectively, "Participants"), as set forth in the Prospectus (as defined herein) under the heading "Underwriting" (the "Directed Share Program"). The Firm ADSs and the Optional ADSs are hereinafter collectively referred to as the "OFFERED SECURITIES", which term, unless otherwise specified, also includes the Common Shares underlying the Firm ADSs and the Optional ADSs. The Common Shares Securities to be represented sold by the Offered Securities will be evidenced by American Depositary Receipts ("ADRs") to be issued Designated Underwriter pursuant to the Deposit Agreement dated as of February ___, 2004 Directed Share Program (the "DEPOSIT AGREEMENTDirected Shares"), among ) will be sold by the Company, The Bank of New York, as depositary (Designated Underwriter pursuant to this Agreement at the "DEPOSITARY"), and public offering price. Any Directed Shares not subscribed for by the holders and beneficial holders from time to time end of the ADRsbusiness day on which this Agreement is executed will be offered to the public by the Underwriters as set forth in the Prospectus. The Company and the Selling Shareholders hereby agree agrees with the several Underwriters named in Schedule B A hereto (the "UNDERWRITERSUnderwriters") as follows:

Introductory. GRAVITY Co.Beas▇▇▇ ▇▇▇adcast Group, Ltd.Inc., a Delaware corporation with limited liability established under the laws of The Republic of Korea (the "COMPANYCompany"), proposes to issue and sell and the persons listed in Schedule 6,850,000 shares ("Firm Securities") of its Class A hereto Common Stock, par value $.001 per share (the "SELLING SHAREHOLDERS") propose to sell to the several Underwriters (as defined below) an aggregate of 9,300,000 American Depositary Shares (the "FIRM ADSsSecurities"), each representing one fourth of one common shares, par value W500 per share, of the Company (each a "COMMON SHARE"), consisting of 6,510,000 American Depositary Shares ("ADSs") to be sold by the Company and 2,790,000 ADSs to be sold by the Selling Shareholders. The Company also proposes to issue and sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than 1,396,000 ADSs 1,027,500 additional shares ("Optional Securities") of its Securities, as set forth below. The Firm Securities and the Optional Securities are herein collectively called the "Offered Securities." As part of the offering contemplated by this Agreement, Credit Suisse First Boston Corporation (the "OPTIONAL ADSsDesignated Underwriter") has agreed to reserve out of the Firm Securities purchased by it under this Agreement, up to 342,500 shares, for sale to the Company's directors, officers, employees and other parties associated with the Company (collectively, "Participants"), as set forth in the Prospectus (as defined herein) under the heading "Underwriting" (the "Directed Share Program"). The Firm ADSs and the Optional ADSs are hereinafter collectively referred to as the "OFFERED SECURITIES", which term, unless otherwise specified, also includes the Common Shares underlying the Firm ADSs and the Optional ADSs. The Common Shares Securities to be represented sold by the Offered Securities will be evidenced by American Depositary Receipts ("ADRs") to be issued Designated Underwriter pursuant to the Deposit Agreement dated as of February ___, 2004 Directed Share Program (the "DEPOSIT AGREEMENTDirected Shares"), among ) will be sold by the Company, The Bank of New York, as depositary (Designated Underwriter pursuant to this Agreement at the "DEPOSITARY"), and public offering price. Any Directed Shares not orally confirmed for purchase by a Participant by the holders and beneficial holders from time to time end of the ADRsbusiness day on which this Agreement is executed will be offered to the public by the Underwriters as set forth in the Prospectus. The Company and the Selling Shareholders hereby agree agrees with the several Underwriters named in Schedule B A hereto (the "UNDERWRITERSUnderwriters") as follows:

Introductory. GRAVITY Co.Interwoven, Ltd.Inc., a Delaware corporation with limited liability established under the laws of The Republic of Korea (the "COMPANYCompany"), ------------ ------- proposes to issue and sell and the persons listed in Schedule A hereto [________] shares (the "SELLING SHAREHOLDERSFirm Securities") propose to sell to the several Underwriters (as defined below) an aggregate of 9,300,000 American Depositary Shares (the "FIRM ADSs"), each representing one fourth of one common sharesits Common --------------- Stock, par value W500 $0.001 per share, of the Company (each a "COMMON SHARE"), consisting of 6,510,000 American Depositary Shares share ("ADSsSecurities") to be sold by the Company and 2,790,000 ADSs to be sold by the Selling Shareholders. The Company also proposes to issue and ---------- sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than 1,396,000 ADSs [________] additional shares ("Optional Securities") of its Securities ------------------- as set forth below. The Firm Securities and the Optional Securities are herein collectively called the "Offered Securities." As part of the offering ------------------ contemplated by this Agreement, [____________________] (the "OPTIONAL ADSsDesignated ---------- Underwriter") has agreed to reserve out of the Firm Securities purchased by it ----------- under this Agreement, up to [_________________] shares, for sale to the Company's directors, officers, employees and other parties associated with the Company (collectively, "Participants"), as set forth in the Prospectus (as ------------ defined herein) under the heading "Underwriters" (the "Directed Share Program"). ---------------------- The Firm ADSs and the Optional ADSs are hereinafter collectively referred to as the "OFFERED SECURITIES", which term, unless otherwise specified, also includes the Common Shares underlying the Firm ADSs and the Optional ADSs. The Common Shares Securities to be represented sold by the Offered Securities will be evidenced by American Depositary Receipts ("ADRs") to be issued Designated Underwriter pursuant to the Deposit Agreement dated as of February ___, 2004 Directed Share Program (the "DEPOSIT AGREEMENTDirected Shares"), among ) will be sold by the Company, The Bank of New York, as depositary (Designated --------------- Underwriter pursuant to this Agreement at the "DEPOSITARY"), and public offering price. Any Directed Shares not orally confirmed for purchase by a Participant by the holders and beneficial holders from time to time end of the ADRsbusiness day on which this Agreement is executed will be offered to the public by the Underwriters as set forth in the Prospectus. The Company and the Selling Shareholders hereby agree agrees with the several Underwriters named in Schedule B A hereto (the "UNDERWRITERSUnderwriters") ------------ as follows:

Introductory. GRAVITY Co.▇▇▇▇▇▇▇.▇▇▇, Ltd.Inc., a Delaware corporation with limited liability established under ("the laws of The Republic of Korea (the "COMPANYCompany"), proposes to issue and sell and 4,250,000 shares ("the persons listed in Schedule A hereto (the "SELLING SHAREHOLDERSFirm Securities") propose to sell to the several Underwriters (as defined below) an aggregate of 9,300,000 American Depositary Shares (the "FIRM ADSs"), each representing one fourth of one common sharesits Common Stock, par value W500 $0.001 per share, of the Company (each a "COMMON SHARE"), consisting of 6,510,000 American Depositary Shares share ("ADSsthe Securities") to be sold by the Company and 2,790,000 ADSs to be sold by the Selling Shareholders. The Company also proposes to issue and sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than 1,396,000 ADSs 637,500 additional shares ("the Optional Securities") of its Securities as set forth below. The Firm Securities and the Optional Securities are herein collectively called the "Offered Securities." As part of the offering contemplated by this Agreement, Credit Suisse First Boston Corporation and Chase Securities Inc. (the "OPTIONAL ADSsDesignated Underwriters") have agreed to reserve out of the Firm Securities purchased by them under this Agreement, up to 425,000 shares, for sale to the Company's directors, officers, employees and other parties associated with the Company (collectively, "Participants"), as set forth in the Prospectus (as defined herein) under the heading "Underwriting" (the "Directed Share Program"). The Firm ADSs and the Optional ADSs are hereinafter collectively referred to as the "OFFERED SECURITIES", which term, unless otherwise specified, also includes the Common Shares underlying the Firm ADSs and the Optional ADSs. The Common Shares Securities to be represented sold by the Offered Securities will be evidenced by American Depositary Receipts ("ADRs") to be issued Designated Underwriters pursuant to the Deposit Agreement dated as of February ___, 2004 Directed Share Program (the "DEPOSIT AGREEMENTDirected Shares"), among ) will be sold by the Company, The Bank of New York, as depositary (Designated Underwriters pursuant to this Agreement at the "DEPOSITARY"), and public offering price. Any Directed Shares not subscribed for by the holders and beneficial holders from time to time end of the ADRsbusiness day on which this Agreement is executed will be offered to the public by the Underwriters as set forth in the Prospectus. The Company and the Selling Shareholders hereby agree agrees with the several Underwriters named in Schedule B A hereto ("the "UNDERWRITERSUnderwriters") as follows:

Introductory. GRAVITY Co., Ltd.Inotek Pharmaceuticals Corporation, a Delaware corporation with limited liability established under the laws of The Republic of Korea (the "COMPANY"), “Company”) proposes to issue and sell and sell, pursuant to the persons listed terms of this Underwriting Agreement, to the several underwriters named in Schedule A hereto (the "SELLING SHAREHOLDERS") propose to sell to the several Underwriters (as defined below) “Underwriters,” or, each, an “Underwriter”), an aggregate of 9,300,000 American Depositary Shares $[__] principal amount of its [__]% Convertible Senior Notes due 2020 (the "FIRM ADSs"“Firm Securities”), each representing one fourth convertible into shares of one common sharesstock of the Company, par value W500 $0.01 per shareshare (the “Common Stock”), of the Company (each a "COMMON SHARE"), consisting of 6,510,000 American Depositary Shares ("ADSs") to be sold by the Company and 2,790,000 ADSs to be sold by the Selling ShareholdersCompany. The Company also proposes to issue and sell to the Underwriters, at upon the option of the Underwritersterms and conditions set forth in Section 3 hereof, up to an aggregate of not more than 1,396,000 ADSs $[__] additional principal amount of its [__]% Convertible Senior Notes due 2020 (the "OPTIONAL ADSs"“Optional Securities”). The Firm ADSs Securities and the Optional ADSs Securities are hereinafter collectively referred to as the "OFFERED SECURITIES"“Securities”. Nomura Securities International, which term, unless otherwise specified, also includes the Common Shares underlying the Firm ADSs and the Optional ADSs. The Common Shares to be represented by the Offered Securities will be evidenced by American Depositary Receipts Inc. ("ADRs") to be issued pursuant to the Deposit Agreement dated as of February ___, 2004 (the "DEPOSIT AGREEMENT"“Nomura”), among the ▇▇▇▇▇ and Company, The Bank LLC (“Cowen”) and ▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. (“Piper”) are acting as representatives of New York, as depositary (the "DEPOSITARY"), and the holders and beneficial holders from time to time of the ADRs. The Company and the Selling Shareholders hereby agree with the several Underwriters named and in Schedule B hereto such capacity are hereinafter referred to as the “Representatives.” Concurrently with the offering of the Securities, an aggregate of up to [__] shares of Common Stock are being offered (the "UNDERWRITERS"“Equity Offering”) by the Company in an initial public offering registered under the Securities Act of 1933, as follows:amended (the “Securities Act”), by means of a separate prospectus.

Introductory. GRAVITY Co.PDF Solutions, Ltd.Inc., a Delaware corporation with limited liability established under the laws of The Republic of Korea (the "COMPANY"), proposes to issue and sell and the persons listed in Schedule A hereto 4,500,000 shares (the "SELLING SHAREHOLDERSFIRM SECURITIES") propose to sell to the several Underwriters (as defined below) an aggregate of 9,300,000 American Depositary Shares (the "FIRM ADSs"), each representing one fourth of one common sharesits Common Stock, par value W500 $0.00015 per share, of the Company (each a "COMMON SHARE"), consisting of 6,510,000 American Depositary Shares share ("ADSsSECURITIES") to be sold by the Company and 2,790,000 ADSs to be sold by the Selling Shareholders. The Company also proposes to issue and sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than 1,396,000 ADSs 675,000 additional shares ("OPTIONAL SECURITIES") of its Securities as set forth below. The Firm Securities and the Optional Securities are herein collectively called the "OFFERED SECURITIES." As part of the offering contemplated by this Agreement, ______________________________ (the "OPTIONAL ADSsDESIGNATED UNDERWRITER") has agreed to reserve out of the Firm Securities purchased by it under this Agreement, up to 225,000 shares, for sale to the Company's directors, officers, employees and other parties associated with the Company (collectively, "PARTICIPANTS"), as set forth in the Prospectus (as defined herein) under the heading "Underwriting" (the "DIRECTED SHARE PROGRAM"). The Firm ADSs and the Optional ADSs are hereinafter collectively referred to as the "OFFERED SECURITIES", which term, unless otherwise specified, also includes the Common Shares underlying the Firm ADSs and the Optional ADSs. The Common Shares Securities to be represented sold by the Offered Securities will be evidenced by American Depositary Receipts ("ADRs") to be issued Designated Underwriter pursuant to the Deposit Agreement dated as of February ___, 2004 Directed Share Program (the "DEPOSIT AGREEMENTDIRECTED SHARES"), among ) will be sold by the Company, The Bank of New York, as depositary (Designated Underwriter pursuant to this Agreement at the "DEPOSITARY"), and public offering price. Any Directed Shares not subscribed for by the holders and beneficial holders from time to time end of the ADRsbusiness day on which this Agreement is executed will be offered to the public by the Underwriters as set forth in the Prospectus. The Company and the Selling Shareholders hereby agree agrees with the several Underwriters named in Schedule B A hereto (the "UNDERWRITERS") as follows:

Introductory. GRAVITY Co.Imago BioSciences, Ltd.Inc., a Delaware corporation with limited liability established under the laws of The Republic of Korea (the "COMPANY"“Company”), proposes to issue and sell and to the persons listed several underwriters named in Schedule A hereto (the "SELLING SHAREHOLDERS") propose to sell to the several Underwriters (as defined below“Underwriters”) an aggregate of 9,300,000 American Depositary Shares (the "FIRM ADSs"), each representing one fourth [•] shares of one its common sharesstock, par value W500 $[•] per share, of share (the Company (each a "COMMON SHARE"“Shares”), consisting of 6,510,000 American Depositary . The [•] Shares ("ADSs") to be sold by the Company and 2,790,000 ADSs are called the “Firm Shares.” In addition, the Company has granted to the Underwriters an option to purchase up to an additional [•] Shares as provided in Section 2. The additional [•] Shares to be sold by the Selling ShareholdersCompany pursuant to such option are collectively called the “Optional Shares.” The Firm Shares and, if and to the extent such option is exercised, the Optional Shares are collectively called the “Offered Shares.” ▇▇▇▇▇▇▇▇▇ LLC (“Jefferies”), ▇▇▇▇▇ and Company LLC (“Cowen”), ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ & Company, Incorporated (“Stifel”) and Guggenheim Securities, LLC (“Guggenheim”) agreed to act as representatives of the several Underwriters (in such capacity, the “Representatives”) in connection with the offering and sale of the Offered Shares. To the extent there are no additional underwriters listed on Schedule A, the term “Representatives” as used herein shall mean you, as Underwriters, and the term “Underwriters” shall mean either the singular or the plural, as the context requires. The Company also proposes has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1, File No. 333-[•] which contains a form of prospectus to issue be used in connection with the public offering and sell to the Underwriters, at the option sale of the Underwriters, an aggregate of not more than 1,396,000 ADSs (the "OPTIONAL ADSs")Offered Shares. The Firm ADSs and the Optional ADSs are hereinafter collectively referred to as the "OFFERED SECURITIES", which term, unless otherwise specified, also includes the Common Shares underlying the Firm ADSs and the Optional ADSs. The Common Shares to be represented by the Offered Securities will be evidenced by American Depositary Receipts ("ADRs") to be issued pursuant to the Deposit Agreement dated as of February ___, 2004 (the "DEPOSIT AGREEMENT"), among the Company, The Bank of New YorkSuch registration statement, as depositary (amended, including the "DEPOSITARY")financial statements, exhibits and schedules thereto, in the holders and beneficial holders from time to time of the ADRs. The Company and the Selling Shareholders hereby agree with the several Underwriters named form in Schedule B hereto (the "UNDERWRITERS") as follows:which it

Introductory. GRAVITY Co.HealtheTech, Ltd.Inc., a Delaware corporation with limited liability established under the laws of The Republic of Korea (the "COMPANYCompany"), proposes to issue and sell and the persons listed in Schedule A hereto shares (the "SELLING SHAREHOLDERSFirm Securities") propose to sell to the several Underwriters (as defined below) an aggregate of 9,300,000 American Depositary Shares (the "FIRM ADSs"), each representing one fourth of one common sharesits Common Stock, par value W500 per share, of the Company (each a "COMMON SHARE"), consisting of 6,510,000 American Depositary Shares $.001 ("ADSsSecurities") to be sold by the Company and 2,790,000 ADSs to be sold by the Selling Shareholders. The Company also proposes to issue and sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than 1,396,000 ADSs additional shares ("Optional Securities") of its Securities as set forth below. The Firm Securities and the Optional Securities are herein collectively called the "Offered Securities". As part of the offering contemplated by this Agreement, [ ] (the "OPTIONAL ADSsDesignated Underwriter") has agreed to reserve out of the Firm Securities purchased by it under this Agreement, up to shares, for sale to the Company's directors, officers, employees and other parties associated with the Company (collectively, "Participants"), as set forth in the Prospectus (as defined herein) under the heading "Underwriting" (the "Directed Share Program"). The Firm ADSs and the Optional ADSs are hereinafter collectively referred to as the "OFFERED SECURITIES", which term, unless otherwise specified, also includes the Common Shares underlying the Firm ADSs and the Optional ADSs. The Common Shares Securities to be represented sold by the Offered Securities will be evidenced by American Depositary Receipts ("ADRs") to be issued Designated Underwriter pursuant to the Deposit Agreement dated as of February ___, 2004 Directed Share Program (the "DEPOSIT AGREEMENTDirected Shares"), among ) will be sold by the Company, The Bank of New York, as depositary (Designated Underwriter pursuant to this Agreement at the "DEPOSITARY"), and public offering price. Any Directed Shares not subscribed for by the holders and beneficial holders from time to time end of the ADRsbusiness day on which this Agreement is executed will be offered to the public by the Underwriters as set forth in the Prospectus. The Company and the Selling Shareholders hereby agree agrees with the several Underwriters named in Schedule B A hereto (the "UNDERWRITERSUnderwriters") as follows:

Introductory. GRAVITY Co.Global Knowledge, Ltd.Inc., a Delaware corporation with limited liability established under the laws of The Republic of Korea (the "COMPANY"), proposes to issue and sell and the persons listed in Schedule A hereto 14,600,000 shares (the "SELLING SHAREHOLDERSFIRM SECURITIES") propose to sell to the several Underwriters (as defined below) an aggregate of 9,300,000 American Depositary Shares (the "FIRM ADSs")its common stock, each representing one fourth of one common shares, $.01 par value W500 per share, of the Company (each a "COMMON SHARESECURITIES"), consisting of 6,510,000 American Depositary Shares ("ADSs") to be sold by the Company and 2,790,000 ADSs to be sold by the Selling Shareholders. The Company also proposes to issue and sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than 1,396,000 ADSs _________________ additional shares of its Securities, and the stockholders listed in Schedule A hereto ("SELLING STOCKHOLDERS") propose to sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than ___ outstanding shares of the Company's Securities, as set forth below (such __ additional shares being hereinafter referred to as the "OPTIONAL ADSsSECURITIES"). The Firm ADSs Securities and the Optional ADSs Securities are hereinafter herein collectively referred to as called the "OFFERED SECURITIES." As part of the offering contemplated by this Agreement, Credit Suisse First Boston Corporation (the ", which term, unless otherwise specified, also includes the Common Shares underlying DESIGNATED UNDERWRITER") has agreed to reserve out of the Firm ADSs Securities purchased by it under this Agreement, up to 730,000 shares, for sale to the Company's directors, officers, employees and other parties associated with the Optional ADSsCompany (collectively, "PARTICIPANTS"), as set forth in the Prospectus (as defined herein) under the heading "Underwriting" (the "DIRECTED SHARE PROGRAM"). The Common Shares Firm Securities to be represented sold by the Offered Securities will be evidenced by American Depositary Receipts ("ADRs") to be issued Designated Underwriter pursuant to the Deposit Agreement dated as of February ___, 2004 Directed Share Program (the "DEPOSIT AGREEMENTDIRECTED SHARES"), among ) will be sold by the Company, The Bank of New York, as depositary (Designated Underwriter pursuant to this Agreement at the "DEPOSITARY"), and public offering price. Any Directed Shares not subscribed for by the holders and beneficial holders from time to time end of the ADRsbusiness day on which this Agreement is executed will be offered to the public by the Underwriters as set forth in the Prospectus. The Company and the Selling Shareholders Stockholders hereby agree agrees with the several Underwriters named in Schedule B hereto (the "UNDERWRITERS") as follows:

Introductory. GRAVITY Co.▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇, Ltd.Inc., a Delaware corporation with limited liability established under the laws of The Republic of Korea (the "COMPANYCompany"), proposes to issue and sell and sell, pursuant to the persons listed terms of this Agreement, to the several underwriters named in Schedule A hereto (the "SELLING SHAREHOLDERSUnderwriters," or, each, an ") propose to sell to the several Underwriters (as defined below) Underwriter"), an aggregate of 9,300,000 American Depositary Shares 6,250,000 shares of common stock, $0.01 par value (the "FIRM ADSsCommon Stock"), each representing one fourth of one common shares, par value W500 per share, ) of the Company (each a "COMMON SHARE"), consisting Company. The aggregate of 6,510,000 American Depositary Shares ("ADSs") 6,250,000 shares so proposed to be sold by is hereinafter referred to as the Company and 2,790,000 ADSs to be sold by the Selling Shareholders. "Firm Stock." The Company also proposes to issue and sell to the Underwriters, at upon the option terms and conditions set forth in Section 4 hereof, up to an additional 937,500 shares of the Underwriters, an aggregate of not more than 1,396,000 ADSs Common Stock (the "OPTIONAL ADSsOptional Stock"). The Firm ADSs Stock and the Optional ADSs Stock are hereinafter collectively referred to as the "OFFERED SECURITIESStock." SG Cowen Securities Corporation ("SG Cowen") and U.S. Bancorp Piper Ja▇▇▇▇▇ ▇▇c., which termLegg Mason Wood Walker, unless otherwise specified▇▇▇▇▇▇orated and Needham & ▇▇▇▇▇▇▇, also includes ▇▇▇. are a▇▇▇▇g ▇▇ ▇▇▇▇▇▇e▇▇▇▇▇▇es of the Common Shares underlying several U▇▇▇▇▇▇▇ters and in such capacity are hereinafter referred to as the "Representatives." As part of the offering contemplated by this Agreement, Lehman Brothers Inc. (the "Designated Underwriter") has agreed to rese▇▇▇ ▇▇t of the Firm ADSs Stock purchased by it under this Agreement, up to 280,000 shares, for sale to the Company's customers and business partners and friends of the Optional ADSsCompany's officers, directors and employees (collectively, "Participants"), as set forth in the Prospectus (as defined herein) under the heading "Underwriting" (the "Directed Share Program"). The Common Shares Firm Stock to be represented sold by the Offered Securities will be evidenced by American Depositary Receipts ("ADRs") to be issued Designated Underwriter pursuant to the Deposit Agreement dated as of February ___, 2004 Directed Share Program (the "DEPOSIT AGREEMENTDirected Shares"), among ) will be sold by the Company, The Bank of New York, as depositary (Designated Underwriter pursuant to this Agreement at the "DEPOSITARY"), and public offering price. Any Directed Shares not subscribed for by the holders and beneficial holders from time to time end of the ADRs. The Company and business day on which this Agreement is executed will be offered to the Selling Shareholders hereby agree with public by the several Underwriters named as set forth in Schedule B hereto (the "UNDERWRITERS") as follows:Prospectus.

Introductory. GRAVITY Co., Ltd.UTI Corporation, a Maryland corporation with limited liability established under the laws of The Republic of Korea (the "COMPANY"), proposes to issue and sell and the persons listed in Schedule A hereto [6,250,000] shares (the "SELLING SHAREHOLDERSFIRM SECURITIES") propose to sell to the several Underwriters (as defined below) an aggregate of 9,300,000 American Depositary Shares (the "FIRM ADSs"), each representing one fourth of one its common sharesstock, par value W500 $.01 per share, of the Company (each a "COMMON SHARE"), consisting of 6,510,000 American Depositary Shares share ("ADSsSECURITIES") to be sold by the Company and 2,790,000 ADSs to be sold by the Selling Shareholders. The Company also proposes to issue and sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than 1,396,000 ADSs [937,500] additional shares ("OPTIONAL SECURITIES") of its Securities as set forth below. The Firm Securities and the Optional Securities are herein collectively called the "OFFERED SECURITIES". As part of the offering contemplated by this Agreement, Credit Suisse First Boston Corporation (the "OPTIONAL ADSsDESIGNATED UNDERWRITER" or "CSFBC") has agreed to reserve out of the Firm Securities purchased by it under this Agreement, up to ____________ shares, for sale to the Company's directors, officers, employees and other parties associated with the Company (collectively, "PARTICIPANTS"), as set forth in the Prospectus (as defined herein) under the heading "Underwriting" (the "DIRECTED SHARE PROGRAM"). The Firm ADSs and the Optional ADSs are hereinafter collectively referred to as the "OFFERED SECURITIES", which term, unless otherwise specified, also includes the Common Shares underlying the Firm ADSs and the Optional ADSs. The Common Shares Securities to be represented sold by the Offered Securities will be evidenced by American Depositary Receipts ("ADRs") to be issued Designated Underwriter pursuant to the Deposit Agreement dated as of February ___, 2004 Directed Share Program (the "DEPOSIT AGREEMENTDIRECTED SHARES"), among ) will be sold by the Company, The Bank of New York, as depositary (Designated Underwriter pursuant to this Agreement at the "DEPOSITARY"), and public offering price. Any Directed Shares not subscribed for by the holders and beneficial holders from time to time end of the ADRsbusiness day on which this Agreement is executed will be offered to the public by the Underwriters as set forth in the Prospectus. The Company and the Selling Shareholders hereby agree agrees with the several Underwriters named in Schedule B A hereto (the "UNDERWRITERS") as follows:

Introductory. GRAVITY Co.Fogo ▇▇ ▇▇▇▇, Ltd.Inc., a Delaware corporation with limited liability established under the laws of The Republic of Korea (the "COMPANY"“Company”), proposes to issue and sell and to the persons listed several underwriters named in Schedule A hereto (the "SELLING SHAREHOLDERS") propose to sell to the several Underwriters (as defined below“Underwriters”) an aggregate of 9,300,000 American Depositary Shares (the "FIRM ADSs"), each representing one fourth [•] shares of one its common sharesstock, par value W500 $0.01 per share, of share (the Company (each a "COMMON SHARE"“Shares”), consisting of 6,510,000 American Depositary . The [•] Shares ("ADSs") to be sold by the Company and 2,790,000 ADSs are called the “Firm Shares.” In addition, the Company has granted to the Underwriters an option to purchase up to an additional [•] Shares, as provided in Section 2. The additional [•] Shares to be sold by the Selling ShareholdersCompany pursuant to such option are called the “Optional Shares.” The Firm Shares and, if and to the extent such option is exercised, the Optional Shares are collectively called the “Offered Shares.” Jefferies LLC (“Jefferies”) and ▇.▇. ▇▇▇▇▇▇ Securities LLC (“▇.▇. ▇▇▇▇▇▇”) have agreed to act as representatives of the several Underwriters (in such capacity, the “Representatives”) in connection with the offering and sale of the Offered Shares. To the extent there are no additional underwriters listed on Schedule A, the term “Representatives” as used herein shall mean you, as Underwriters, and the term “Underwriters” shall mean either the singular or the plural, as the context requires. The Representatives agree that up to [•] of the Firm Shares to be purchased by the Underwriters (the “Directed Shares”) shall be reserved for sale to certain eligible directors, officers and employees of the Company and persons having business relationships with the Company (collectively, the “Participants”), as part of the distribution of the Offered Shares by the Underwriters (the “Directed Share Program”) subject to the terms of this Agreement, the applicable rules, regulations and interpretations of the Financial Industry Regulatory Authority, Inc. (“FINRA”) and all other applicable laws, rule and regulations. The Directed Share Program shall be administered by ▇▇▇▇▇▇▇▇▇ LLC. To the extent that the Directed Shares are not orally confirmed for purchase by the Participants by the end of the first business day after the date of this Agreement, such Directed Shares may be offered to the public by the Underwriters as part of the public offering contemplated hereby. The Company also proposes has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1, File No. 333-2148035 which contains a form of prospectus to issue be used in connection with the public offering and sell to the Underwriters, at the option sale of the Underwriters, an aggregate of not more than 1,396,000 ADSs (the "OPTIONAL ADSs")Offered Shares. The Firm ADSs and the Optional ADSs are hereinafter collectively referred to as the "OFFERED SECURITIES", which term, unless otherwise specified, also includes the Common Shares underlying the Firm ADSs and the Optional ADSs. The Common Shares to be represented by the Offered Securities will be evidenced by American Depositary Receipts ("ADRs") to be issued pursuant to the Deposit Agreement dated as of February ___, 2004 (the "DEPOSIT AGREEMENT"), among the Company, The Bank of New YorkSuch registration statement, as depositary (amended, including the "DEPOSITARY")financial statements, exhibits and schedules thereto, in the form in which it became effective under the Securities Act of 1933, as amended, and the holders rules and beneficial holders from time regulations promulgated thereunder (collectively, the “Securities Act”), including any information deemed to be a part thereof at the time of effectiveness pursuant to Rule 430A under the ADRs. The Securities Act, is called the “Registration Statement.” Any registration statement filed by the Company and pursuant to Rule 462(b) under the Selling Shareholders hereby agree Securities Act in connection with the several Underwriters named in Schedule B hereto (offer and sale of the "UNDERWRITERS"Offered Shares is called the “Rule 462(b) as follows:Registration Statement,” and from and after the date and time of filing of any such Rule 462(b)

Introductory. GRAVITY Co., Ltd.Retek Inc., a Delaware corporation with limited liability established under the laws of The Republic of Korea (the "COMPANY"), proposes to issue and sell and the persons listed in Schedule A hereto 5,000,000 shares (the "SELLING SHAREHOLDERSFIRM SECURITIES") propose to sell to the several Underwriters of its Common Stock, par value $.01 per share (as defined below) an aggregate of 9,300,000 American Depositary Shares (the "FIRM ADSsSECURITIES"), each representing one fourth of one common shares, par value W500 per share, of the Company (each a "COMMON SHARE"), consisting of 6,510,000 American Depositary Shares ("ADSs") to be sold by the Company and 2,790,000 ADSs to be sold by the Selling Shareholders. The Company also proposes to issue and sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than 1,396,000 ADSs 750,000 shares ("OPTIONAL SECURITIES") of its Securities as set forth below. The Firm Securities and the Optional Securities are herein collectively called the "OFFERED SECURITIES". As part of the offering contemplated by this Agreement, U.S. Bancorp Pipe▇ ▇▇▇▇▇▇▇ ▇▇▇. (the "OPTIONAL ADSsDESIGNATED UNDERWRITER") has agreed to reserve out of the Firm Securities purchased by it under this Agreement, up to 500,000 shares, for sale to the Company's directors, officers, employees and other parties associated with the Company (collectively, "PARTICIPANTS"), as set forth in the Prospectus (as defined herein) under the heading "Underwriters" (the "DIRECTED SHARE PROGRAM"). The Firm ADSs and the Optional ADSs are hereinafter collectively referred to as the "OFFERED SECURITIES", which term, unless otherwise specified, also includes the Common Shares underlying the Firm ADSs and the Optional ADSs. The Common Shares Securities to be represented sold by the Offered Securities will be evidenced by American Depositary Receipts ("ADRs") to be issued Designated Underwriter pursuant to the Deposit Agreement dated as of February ___, 2004 Directed Share Program (the "DEPOSIT AGREEMENTDIRECTED SHARES"), among ) will be sold by the Company, The Bank of New York, as depositary (Designated Underwriter pursuant to this Agreement at the "DEPOSITARY"), and public offering price. Any Directed Shares not orally confirmed for purchase by a participant by the holders and beneficial holders from time to time end of the ADRsbusiness day on which this Agreement is executed will be offered to the public by the Underwriters as set forth in the Prospectus. The Company and the Selling Shareholders HNC Software Inc., a Delaware corporation ("PARENT"), hereby agree with the several Underwriters named in Schedule B A hereto (the "UNDERWRITERS") as follows:

Introductory. GRAVITY Co., Ltd.National Fuel Gas Company, a New Jersey corporation with limited liability established under the laws of The Republic of Korea (the "COMPANY"“Company”), proposes to issue and sell to the several underwriters named in Schedule A (the “Underwriters”), acting severally and not jointly, the persons listed respective numbers of shares of the Company’s Common Stock, par value $1.00 per share (the “Common Stock”), set forth under the heading “Number of Firm Shares to be Purchased” in Schedule A hereto (the "SELLING SHAREHOLDERS") propose “Firm Shares”). ▇.▇. ▇▇▇▇▇▇ Securities LLC, BofA Securities, Inc. and ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Co. LLC have agreed to sell to act as representatives of the several Underwriters (as defined belowin such capacity, the “Representatives”) an aggregate of 9,300,000 American Depositary Shares (in connection with the "FIRM ADSs"), each representing one fourth of one common shares, par value W500 per share, offering and sale of the Company (Common Stock. If there are no Underwriters named in Schedule A other than the Representatives, then the terms “Underwriters” and “Representatives” shall each a "COMMON SHARE"), consisting of 6,510,000 American Depositary Shares ("ADSs") be deemed to be sold by refer to the Company and 2,790,000 ADSs to be sold by the Selling ShareholdersUnderwriters. The Company also proposes to issue and sell to the Underwriters, at not more than 570,000 additional shares of Common Stock (the option “Option Shares”) if and to the extent that you, as Representatives, shall have determined to exercise, on behalf of the Underwriters, an aggregate of not more than 1,396,000 ADSs (the "OPTIONAL ADSs")right to purchase such Option Shares granted to the Underwriters pursuant to Section 2 hereof. The Firm ADSs Shares and the Optional ADSs Option Shares are hereinafter collectively referred to as the "OFFERED SECURITIES"“Shares.” The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3 (File No. 333-223773), which termcontains a base prospectus (the “Base Prospectus”), unless otherwise specifiedto be used in connection with the public offering and sale of capital stock, also includes including the Common Shares underlying Stock, and other securities of the Firm ADSs and Company under the Optional ADSs. The Common Shares to be represented by the Offered Securities will be evidenced by American Depositary Receipts ("ADRs") to be issued pursuant to the Deposit Agreement dated as Act of February ___, 2004 (the "DEPOSIT AGREEMENT"), among the Company, The Bank of New York1933, as depositary (the "DEPOSITARY")amended, and the holders rules and beneficial holders from time to time of the ADRs. The Company and the Selling Shareholders hereby agree with the several Underwriters named in Schedule B hereto (the "UNDERWRITERS") as follows:regulations promulgated thereunder

Introductory. GRAVITY Co., Ltd.InterTrust Technologies Corporation, a Delaware corporation with limited liability established under the laws of The Republic of Korea (the "COMPANYCompany"), proposes to issue and sell and the persons listed in Schedule A hereto shares (the "SELLING SHAREHOLDERSFirm Securities") propose to sell to the several Underwriters of its Common Stock, $0.001 par value (as defined below) an aggregate of 9,300,000 American Depositary Shares (the "FIRM ADSsSecurities"), each representing one fourth of one common shares, par value W500 per share, of the Company (each a "COMMON SHARE"), consisting of 6,510,000 American Depositary Shares ("ADSs") to be sold by the Company and 2,790,000 ADSs to be sold by the Selling Shareholders. The Company also proposes to issue and sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than 1,396,000 ADSs additional shares ("Optional Securities") of its Securities as set forth below. The Firm Securities and the Optional Securities are herein collectively called the "Offered Securities". As part of the offering contemplated by this Agreement, ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ (the "OPTIONAL ADSsDesignated Underwriter") has agreed to reserve out of the Firm Securities set forth opposite its name on Schedule A to this Agreement, up to shares, for sale to the Company's employees, officers and directors and other parties associated with the Company (collectively, "Participants"), as set forth in the Prospectus (as defined herein) under the heading "Underwriting" (the "Directed Share Program"). The Firm ADSs and the Optional ADSs are hereinafter collectively referred to as the "OFFERED SECURITIES", which term, unless otherwise specified, also includes the Common Shares underlying the Firm ADSs and the Optional ADSs. The Common Shares Securities to be represented sold by the Offered Securities will be evidenced by American Depositary Receipts ("ADRs") to be issued Designated Underwriter pursuant to the Deposit Agreement dated as of February ___, 2004 Directed Share Program (the "DEPOSIT AGREEMENTDirected Shares"), among ) will be sold by the Company, The Bank of New York, as depositary (Designated Underwriter pursuant to this Agreement at the "DEPOSITARY"), and public offering price. Any Directed Shares not orally confirmed for purchase by a Participant by the holders and beneficial holders from time to time end of the ADRsbusiness day on which this Agreement is executed will be offered to the public by the Designated Underwriter as set forth in the Prospectus. The Company and the Selling Shareholders hereby agree agrees with the several Underwriters named in Schedule B A hereto (the "UNDERWRITERSUnderwriters") as follows:

Introductory. GRAVITY Co., Ltd.Computer Access Technology Corporation, a _________ corporation with limited liability established under the laws of The Republic of Korea (the "COMPANYCompany"), proposes to issue and sell and to the persons listed several underwriters named in Schedule A hereto (the "SELLING SHAREHOLDERSUnderwriters") propose an aggregate of ---------- ___________ shares (the "Firm Shares") of its Common Stock, par value $_______ per share (the "Common Shares"). In addition, the Company proposes to sell grant to the Underwriters an option to purchase up to an additional _________ Common Shares (the "Option Shares") as provided in Section 2. The Firm Shares and, if and to the extent such option is exercised, the Option Shares are collectively called the "Shares". FleetBoston ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Inc. ("▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇"), CIBC World Markets, ▇▇ ▇▇▇▇▇ Securities and ▇▇▇▇▇▇▇ & Company, Inc. have agreed to act as representatives of the several Underwriters (in such capacity, the "Representatives") in connection with the offering and sale of the Shares. As a part of the offering contemplated by this Agreement, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ has agreed to reserve out of the Shares set forth opposite its name on Schedule II to this Agreement, up to _________________ shares, for sale to the Company's employees, officers, and directors [and other parties associated with the Company] (collectively, "Participants"), as set forth in the Prospectus (as defined below) an aggregate of 9,300,000 American Depositary Shares under the heading "Underwriting" (the "FIRM ADSsDirected Share Program"), each representing one fourth of one common shares, par value W500 per share, of the Company (each a "COMMON SHARE"), consisting of 6,510,000 American Depositary . The Shares ("ADSs") to be sold by ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ pursuant to the Company and 2,790,000 ADSs to Directed Share Program (the "Directed Shares") will be sold by ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ pursuant to this Agreement at the Selling Shareholderspublic offering price. Any Directed Shares not orally confirmed for purchase by any Participants as of 7:00am California time on the first day trading of the Shares commences will be offered to the public by ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ as set forth in the Prospectus. The Company also proposes to issue has prepared and sell to filed with the Underwriters, at the option of the Underwriters, an aggregate of not more than 1,396,000 ADSs Securities and Exchange Commission (the "OPTIONAL ADSsCommission") a registration statement on Form S-1 (File No. 333-______), which contains a form of prospectus, subject to completion, to be used in connection with the public offering and sale of the Shares. Each such prospectus, subject to completion, used in connection with such public offering is called a "preliminary prospectus". Such registration statement, as amended, including the financial statements, exhibits and schedules thereto, in the form in which it was declared effective by the Commission under the Securities Act of 1933 and the rules and regulations promulgated thereunder (collectively, the "Securities Act"), including any information deemed to be a part thereof at the time of effectiveness pursuant to Rule 430A under the Securities Act, is called the "Registration Statement". Any registration statement filed by the Company pursuant to Rule 462(b) under the Securities Act is called the "Rule 462(b) Registration Statement", and from and after the date and time of filing of the Rule 462(b) Registration Statement the term "Registration Statement" shall include the Rule 462(b) Registration Statement. Such prospectus, in the form first used by the Underwriters to confirm sales of the Shares, is called the "Prospectus". All references in this Agreement to the Registration Statement, the Rule 462(b) Registration Statement, a preliminary prospectus, the Prospectus or any amendments or supplements to any of the foregoing, shall include any copy thereof filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval System ("▇▇▇▇▇"). The Firm ADSs and the Optional ADSs are hereinafter collectively referred to as the "OFFERED SECURITIES", which term, unless otherwise specified, also includes the Common Shares underlying the Firm ADSs and the Optional ADSs. The Common Shares to be represented by the Offered Securities will be evidenced by American Depositary Receipts ("ADRs") to be issued pursuant to the Deposit Agreement dated as of February ___, 2004 (the "DEPOSIT AGREEMENT"), among the Company, The Bank of New York, as depositary (the "DEPOSITARY"), and the holders and beneficial holders from time to time of the ADRs. The Company and the Selling Shareholders hereby agree confirms its agreement with the several Underwriters named in Schedule B hereto (the "UNDERWRITERS") as follows:

Introductory. GRAVITY Co.Altiris, Ltd.Inc., a Delaware corporation with limited liability established under the laws of The Republic of Korea (the "COMPANYCompany"), proposes to issue and sell and the persons 5,000,000 shares ("Firm Securities") of its common stock, par value $0.0001 per share ("Securities"). The stockholders listed in Schedule A hereto (the "SELLING SHAREHOLDERSSelling Stockholders") propose to sell to the several Underwriters (as defined below) an aggregate of 9,300,000 American Depositary Shares (the "FIRM ADSs"), each representing one fourth of one common shares, par value W500 per share, of the Company (each a "COMMON SHARE"), consisting of 6,510,000 American Depositary Shares ("ADSs") to be sold by the Company and 2,790,000 ADSs to be sold by the Selling Shareholders. The Company also proposes to issue and sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than 1,396,000 ADSs 750,000 additional outstanding shares of the Company's Securities, (the "OPTIONAL ADSsOptional Securities"). The Firm ADSs Securities and the Optional ADSs Securities are hereinafter herein collectively referred to as called the "OFFERED SECURITIESOffered Securities". As part of the offering contemplated by this Agreement, which term, unless otherwise specified, also includes Credit Suisse First Boston Corporation (the Common Shares underlying "Designated Underwriter") has agreed to reserve out of the Firm ADSs Securities purchased by it under this Agreement, up to 250,000 shares, for sale to the Company's directors, officers, employees and other parties associated with the Optional ADSsCompany (collectively, "Participants"), as set forth in the Prospectus (as defined herein) under the heading "Underwriting" (the "Directed Share Program"). The Common Shares Firm Securities to be represented sold by the Offered Securities will be evidenced by American Depositary Receipts ("ADRs") to be issued Designated Underwriter pursuant to the Deposit Agreement dated as of February ___, 2004 Directed Share Program (the "DEPOSIT AGREEMENTDirected Shares"), among ) will be sold by the Company, The Bank of New York, as depositary (Designated Underwriter pursuant to this Agreement at the "DEPOSITARY"), and public offering price. Any Directed Shares not subscribed for by the holders and beneficial holders from time to time end of the ADRsbusiness day on which this Agreement is executed will be offered to the public by the Underwriters as set forth in the Prospectus. The Company and the Selling Shareholders Stockholders hereby agree with the several Underwriters named in Schedule B hereto (the "UNDERWRITERSUnderwriters") as follows:

Introductory. GRAVITY Co.Ooma, Ltd.Inc., a Delaware corporation with limited liability established under the laws of The Republic of Korea (the "COMPANY"“Company”), proposes to issue and sell and agrees with the persons listed several Underwriters named in Schedule A hereto (the "SELLING SHAREHOLDERS"“Underwriters”) propose to issue and sell to the several Underwriters [●] shares (as defined below“Firm Securities”) an aggregate of 9,300,000 American Depositary Shares (the "FIRM ADSs"), each representing one fourth of one common sharesits Common Stock, par value W500 $0.0001 per share, of the Company share (each a "COMMON SHARE"), consisting of 6,510,000 American Depositary Shares ("ADSs"“Securities”) to be sold by the Company and 2,790,000 ADSs to be sold by the Selling Shareholders. The Company also proposes to issue and sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than 1,396,000 ADSs [●] additional shares (“Optional Securities”) of its Securities as set forth below. The Firm Securities and the Optional Securities are herein collectively called the “Offered Securities.” As part of the offering contemplated by this Agreement, [Credit Suisse Securities (USA) LLC] (the "OPTIONAL ADSs"“Designated Underwriter”) has agreed to reserve out of the Firm Securities purchased by it under this Agreement, up to [●] shares, for sale to the Company’s directors, officers, employees and other parties associated with the Company (collectively, “Participants”), as set forth in the Final Prospectus (as defined herein) under the heading “Underwriting” (the “Directed Share Program”). The Firm ADSs and the Optional ADSs are hereinafter collectively referred to as the "OFFERED SECURITIES", which term, unless otherwise specified, also includes the Common Shares underlying the Firm ADSs and the Optional ADSs. The Common Shares Securities to be represented sold by the Offered Securities will be evidenced by American Depositary Receipts ("ADRs") to be issued Designated Underwriter pursuant to the Deposit Agreement dated as of February ___, 2004 Directed Share Program (the "DEPOSIT AGREEMENT"), among “Directed Shares”) will be sold by the Company, The Bank of New York, as depositary (Designated Underwriter pursuant to this Agreement at the "DEPOSITARY"), and public offering price. Any Directed Shares not subscribed for by the holders and beneficial holders from time to time end of the ADRs. The Company and business day on which this Agreement is executed will be offered to the Selling Shareholders hereby agree with public by the several Underwriters named as set forth in Schedule B hereto (the "UNDERWRITERS") as follows:Final Prospectus.

Introductory. GRAVITY Co.Virata, Ltd.Inc., a Delaware corporation with limited liability established under the laws of The Republic of Korea (the "COMPANYCompany"), proposes to issue and sell and to the persons listed in Schedule A hereto Underwriters shares (the "SELLING SHAREHOLDERSFirm Securities") propose to sell to the several Underwriters (as defined below) an aggregate of 9,300,000 American Depositary Shares (the "FIRM ADSs"), each representing one fourth of one common shares, par value W500 per share, of the Company (each a "COMMON SHARE"), consisting of 6,510,000 American Depositary Shares its Common Stock ("ADSsSecurities") to be sold by the Company and 2,790,000 ADSs to be sold by the Selling Shareholders. The Company also proposes to issue and sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than 1,396,000 ADSs $______________ additional shares ("Optional Securities") of its Securities as set forth below. The Firm Securities and the Optional Securities are herein collectively called the "Offered Securities". As part of the offering contemplated by this Agreement, Credit Suisse First Boston Corporation ("CSFBC") (the "OPTIONAL ADSsDesignated Underwriter") has agreed to reserve out of the Firm Securities purchased by it under this Agreement, up to __________________________ shares, for sale to the Company's directors, officers, employees and other parties associated with the Company (collectively, "Participants"), as set forth in the Prospectus (as defined herein) under the heading "Underwriters" (the "Directed Share Program"). The Firm ADSs and the Optional ADSs are hereinafter collectively referred to as the "OFFERED SECURITIES", which term, unless otherwise specified, also includes the Common Shares underlying the Firm ADSs and the Optional ADSs. The Common Shares Securities to be represented sold by the Offered Securities will be evidenced by American Depositary Receipts ("ADRs") to be issued Designated Underwriter pursuant to the Deposit Agreement dated as of February ___, 2004 Directed Share Program (the "DEPOSIT AGREEMENTDirected Shares"), among ) will be sold by the Company, The Bank of New York, as depositary (Designated Underwriter pursuant to this Agreement at the "DEPOSITARY"), and public offering price. Any Directed Shares not orally confirmed for purchase by a Participant by the holders and beneficial holders from time to time end of the ADRsbusiness day on which this Agreement is executed will be offered to the public by the Underwriters as set forth in the Prospectus. The Company and the Selling Shareholders hereby agree agrees with the several Underwriters named in Schedule B A hereto (the "UNDERWRITERSUnderwriters") as follows:

Introductory. GRAVITY Co.Switch and Data, Ltd.Inc., a Delaware corporation with limited liability established under the laws of The Republic of Korea (the "COMPANY"“Issuer”), proposes to issue and sell 9,000,000 shares of its Common Stock, par value $0.0001 per share (the “Securities”), and the persons stockholders listed in Schedule A hereto (the "SELLING SHAREHOLDERS"“Selling Stockholders”) propose severally to sell an aggregate of 2,666,667 outstanding shares of the Securities (such 11,666,667 shares of Securities being hereinafter referred to as the “Firm Securities”), to the several Underwriters (as defined below), for whom Deutsche Bank Securities Inc. (“Deutsche Bank”) an aggregate of 9,300,000 American Depositary Shares and ▇▇▇▇▇▇▇▇▇ & Company, Inc. (“Jefferies”) are acting as Representatives (the "FIRM ADSs"“Representatives”), each representing one fourth of one common shares, par value W500 per share, of the Company (each a "COMMON SHARE"), consisting of 6,510,000 American Depositary Shares ("ADSs") to be sold by the Company and 2,790,000 ADSs to be sold by the Selling Shareholders. The Company Selling Stockholders also proposes propose to issue and sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than 1,396,000 ADSs 1,750,000 additional outstanding shares of the Issuer’s Securities as set forth below (such 1,750,000 additional shares being hereinafter referred to as the "OPTIONAL ADSs"“Optional Securities”). The Firm ADSs Securities and the Optional ADSs Securities are hereinafter herein collectively referred called the “Offered Securities”. As part of the offering contemplated by this Agreement, Deutsche Bank (in such capacity, the “Designated Underwriter”) has agreed to as the "OFFERED SECURITIES", which term, unless otherwise specified, also includes the Common Shares underlying reserve out of the Firm ADSs Securities purchased by it under this Agreement, up to 583,333 shares, for sale to the Company’s directors, officers, employees and other parties associated with the Optional ADSsCompany (collectively, “Participants”), as set forth in the Prospectus (as defined herein) under the heading “Underwriting” (the “Directed Share Program”). The Common Shares Firm Securities to be represented sold by the Offered Securities will be evidenced by American Depositary Receipts ("ADRs") to be issued Designated Underwriter pursuant to the Deposit Agreement dated as of February ___, 2004 Directed Share Program (the "DEPOSIT AGREEMENT"“Directed Shares”) will be sold by the Designated Underwriter pursuant to this Agreement at the public offering price. Any Directed Shares not subscribed for by the end of the business day on which this Agreement is executed will be offered to the public by the Underwriters as set forth in the Prospectus. The Issuer is a wholly owned subsidiary of Switch & Data Facilities Company, Inc., a Delaware corporation (the “Company”). In connection with the offering contemplated by this Agreement, among the Issuer will merge (the “Merger”) with and into the Company, The Bank of New Yorkwith the Issuer as the surviving corporation. Pursuant to the Merger, as depositary (the "DEPOSITARY"), and the holders and beneficial holders from time to time all of the ADRsoutstanding capital stock of the Company will be exchanged for capital stock of the Issuer as described in the General Disclosure Package (as defined below). Immediately following the Merger, the Issuer will change its name to “Switch & Data Facilities Company, Inc.” Unless the context otherwise requires, references in this Agreement to the “Company” shall be deemed to refer to the Company prior to the Merger and to the Issuer following the Merger. The Company Company, the Issuer and the Selling Shareholders Stockholders hereby agree with the several Underwriters named in Schedule B hereto (the "UNDERWRITERS"“Underwriters”) as follows:

Introductory. GRAVITY Co.▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, Ltd.▇▇▇., a ▇ ▇▇▇▇▇▇re corporation with limited liability established under the laws of The Republic of Korea (the "COMPANYCompany"), ) proposes to issue and sell and sell, pursuant to the persons listed terms of this Agreement, to the several underwriters named in Schedule A hereto (the "SELLING SHAREHOLDERSUnderwriters," or, each, an "Underwriter"), an aggregate of 3,400,000 shares of Common Stock, $0.0001 par value (the "Common Stock") of the Company. The aggregate of 3,400,000 shares so proposed to be sold is hereinafter referred to as the "Firm Stock". The selling stockholders named in Schedule B hereto (the "Selling Stockholders") propose to sell to the several Underwriters (as defined below) Underwriters, upon the terms and subject to the conditions set forth in Section 3 hereof, up to an aggregate additional 510,000 shares of 9,300,000 American Depositary Shares Common Stock (the "FIRM ADSs"), each representing one fourth of one common shares, par value W500 per share, of the Company (each a "COMMON SHARE"), consisting of 6,510,000 American Depositary Shares ("ADSs") to be sold by the Company and 2,790,000 ADSs to be sold by the Selling Shareholders. The Company also proposes to issue and sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than 1,396,000 ADSs (the "OPTIONAL ADSsOptional Stock"). The Firm ADSs Stock and the Optional ADSs Stock are hereinafter collectively referred to as the "OFFERED SECURITIESStock". SG Cowen Securities Corporation ("SG Cowen"), which termWilliam Blair & Company ▇▇▇ ▇▇▇▇as Weisel Partners LLC are ▇▇▇▇▇▇ as r▇▇▇▇▇▇▇▇▇▇▇▇▇s of the severa▇ ▇▇▇▇r▇▇▇▇▇▇s and in such capacity are hereinafter referred to as the "Representatives." As part of the offering contemplated by this Agreement, unless otherwise specified, also includes Thomas Weisel Partners LLC (the Common Shares underlying "Designated Underwriter") has agreed t▇ ▇▇▇▇r▇▇ ▇▇▇ of the Firm ADSs Stock purchased by it under this Agreement, up to 170,000 shares, for sale to the Company's customers and business partners and friends of the Optional ADSsCompany's officers, directors and employees (collectively, "Participants"), as set forth in the Prospectus (as defined herein) under the heading "Underwriting" (the "Directed Share Program"). The Common Shares Firm Securities to be represented sold by the Offered Securities will be evidenced by American Depositary Receipts ("ADRs") to be issued Designated Underwriter pursuant to the Deposit Agreement dated as of February ___, 2004 Directed Share Program (the "DEPOSIT AGREEMENTDirected Shares"), among ) will be sold by the Company, The Bank of New York, as depositary (Designated Underwriter pursuant to this Agreement at the "DEPOSITARY"), and public offering price. Any Directed Shares not subscribed for by the holders and beneficial holders from time to time end of the ADRs. The Company and business day on which this Agreement is executed will be offered to the Selling Shareholders hereby agree with public by the several Underwriters named as set forth in Schedule B hereto (the "UNDERWRITERS") as follows:Prospectus.

Introductory. GRAVITY Co.Handspring, Ltd.Inc., a Delaware corporation with limited liability established under the laws of The Republic of Korea (the "COMPANY"), proposes to issue and sell and the persons listed in Schedule A hereto ____ shares (the "SELLING SHAREHOLDERSFIRM SECURITIES") propose to sell to the several Underwriters (as defined below) an aggregate of 9,300,000 American Depositary Shares (the "FIRM ADSs")its Common Stock, each representing one fourth of one common shares, $0.001 par value W500 per share, of the Company (each a "COMMON SHARE"), consisting of 6,510,000 American Depositary Shares ("ADSsSECURITIES") to be sold by the Company and 2,790,000 ADSs to be sold by the Selling Shareholders. The Company also proposes to issue and sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than 1,396,000 ADSs ____ additional shares ("OPTIONAL SECURITIES") of its Securities as set forth below. The Firm Securities and the Optional Securities are herein collectively called the "OFFERED SECURITIES". As part of the offering contemplated by this Agreement, Credit-Suisse First-Boston Corporation (the "OPTIONAL ADSsDESIGNATED UNDERWRITER") has agreed to reserve out of the Firm Securities purchased by it under this Agreement, up to ____ shares, for sale to the Company's directors, officers, employees and other parties associated with the Company (collectively, "PARTICIPANTS"), as set forth in the Prospectus (as defined herein) under the heading "Underwriting" (the "DIRECTED SHARE PROGRAM"). The Firm ADSs and the Optional ADSs are hereinafter collectively referred to as the "OFFERED SECURITIES", which term, unless otherwise specified, also includes the Common Shares underlying the Firm ADSs and the Optional ADSs. The Common Shares Securities to be represented sold by the Offered Securities will be evidenced by American Depositary Receipts ("ADRs") to be issued Designated Underwriter pursuant to the Deposit Agreement dated as of February ___, 2004 Directed Share Program (the "DEPOSIT AGREEMENTDIRECTED SHARES"), among ) will be sold by the Company, The Bank of New York, as depositary (Designated Underwriter pursuant to this Agreement at the "DEPOSITARY"), and public offering price. Any Directed Shares not subscribed for by the holders and beneficial holders from time to time end of the ADRsbusiness day on which this Agreement is executed will be offered to the public by the Underwriters as set forth in the Prospectus. The Company and the Selling Shareholders hereby agree agrees with the several Underwriters named in Schedule B A hereto (the "UNDERWRITERS") as follows:

Introductory. GRAVITY Co., Ltd.Cerent Corporation, a Delaware corporation with limited liability established under the laws of The Republic of Korea (the "COMPANYCompany"), proposes to issue and sell and the persons listed in Schedule A hereto [_______________] shares (the "SELLING SHAREHOLDERSFirm Securities") propose to sell to the several Underwriters (as defined below) an aggregate of 9,300,000 American Depositary Shares (the "FIRM ADSs"), each representing one fourth of one common shares, par value W500 per share, of the Company (each a "COMMON SHARE"), consisting of 6,510,000 American Depositary Shares its Common Stock ("ADSsSecurities") to be sold by the Company and 2,790,000 ADSs to be sold by the Selling Shareholders. The Company also proposes to issue and sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than 1,396,000 ADSs [______________] additional shares ("Optional Securities") of its Securities as set forth below. The Firm Securities and the Optional Securities are herein collectively called the "Offered Securities". As part of the offering contemplated by this Agreement, [Credit Suisse First Boston Corporation] (the "OPTIONAL ADSsDesignated Underwriter") has agreed to reserve out of the Firm Securities purchased by it under this Agreement, up to shares, for sale to the Company's directors, officers, employees and other parties associated with the Company (collectively, "Participants"), as set forth in the Prospectus (as defined herein) under the heading "Underwriters" (the "Directed Share Program"). The Firm ADSs and the Optional ADSs are hereinafter collectively referred to as the "OFFERED SECURITIES", which term, unless otherwise specified, also includes the Common Shares underlying the Firm ADSs and the Optional ADSs. The Common Shares Securities to be represented sold by the Offered Securities will be evidenced by American Depositary Receipts ("ADRs") to be issued Designated Underwriter pursuant to the Deposit Agreement dated as of February ___, 2004 Directed Share Program (the "DEPOSIT AGREEMENTDirected Shares"), among ) will be sold by the Company, The Bank of New York, as depositary (Designated Underwriter pursuant to this Agreement at the "DEPOSITARY"), and public offering price. Any Directed Shares not orally confirmed for purchase by a Participant by the holders and beneficial holders from time to time end of the ADRsbusiness day on which this Agreement is executed will be offered to the public by the Underwriters as set forth in the Prospectus. The Company and the Selling Shareholders hereby agree agrees with the several Underwriters named in Schedule B A hereto (the "UNDERWRITERSUnderwriters") as follows:

Introductory. GRAVITY Co.Claymont Steel Holdings, Ltd.Inc., a Delaware corporation with limited liability established under the laws of The Republic of Korea (the "COMPANY"“Company”), proposes to issue and sell and to the persons listed several underwriters named in Schedule A hereto (the "SELLING SHAREHOLDERS") propose to sell to the several Underwriters (as defined below“Underwriters”) an aggregate of 9,300,000 American Depositary Shares (the "FIRM ADSs"), each representing one fourth 6,250,000 shares of one its common sharesstock, par value W500 $0.001 per share, of share (the Company (each a "COMMON SHARE"“Shares”), consisting of 6,510,000 American Depositary . The 6,250,000 Shares ("ADSs") to be sold by the Company and 2,790,000 ADSs are called the “Firm Shares.” In addition, H.I.G. Capital LLC, Inc., a Delaware corporation (the “Selling Stockholder”) has granted to the Underwriters an option to purchase up to an additional 937,500 Shares as set forth on Schedule B, as provided in Section 2. The additional 937,500 Shares to be sold by the Selling Shareholders. Stockholder pursuant to such option are called the “Optional Shares.” The Company also proposes to issue Firm Shares and, if and sell to the Underwritersextent such option is exercised, at the option Optional Shares are collectively called the “Offered Shares.” Jefferies & Company, Inc. (“Jefferies”) has agreed to act as representative of the Underwritersseveral Underwriters (in such capacity, an aggregate the “Representative”) in connection with the offering and sale of not more than 1,396,000 ADSs (the "OPTIONAL ADSs")Offered Shares. The Firm ADSs and the Optional ADSs are hereinafter collectively referred Jefferies agrees that up to as the "OFFERED SECURITIES", which term, unless otherwise specified, also includes the Common Shares underlying [ ] of the Firm ADSs and the Optional ADSs. The Common Shares to be represented purchased by the it (the “Directed Shares”) shall be reserved for sale by Jefferies and its affiliates to certain eligible directors, officers and employees of the Company and persons having business relationships with the Company (collectively, the “Participants”), as part of the distribution of the Offered Securities will be evidenced Shares by American Depositary Receipts Jefferies ("ADRs"the “Directed Share Program”) to be issued pursuant subject to the Deposit Agreement dated as terms of February ___this Agreement, 2004 (the "DEPOSIT AGREEMENT")applicable rules, among the Company, The Bank of New York, as depositary (the "DEPOSITARY"), regulations and the holders and beneficial holders from time to time interpretations of the ADRsNational Association of Securities Dealers, Inc. and all other applicable laws, rule and regulations. The Company and To the Selling Shareholders hereby agree with extent that such Directed Shares are not orally confirmed for purchase by the several Participants by the end of the first business day after the date of this Agreement, such Directed Shares may be offered to the public by the Underwriters named in Schedule B hereto (as part of the "UNDERWRITERS") as follows:public offering contemplated hereby.

Introductory. GRAVITY Co.Egreetings Network, Ltd.Inc., a Delaware corporation with limited liability established under the laws of The Republic of Korea (the "COMPANYCompany"), proposes to issue and sell and the persons listed in Schedule A hereto 6,000,000 shares (the "SELLING SHAREHOLDERSFirm Securities") propose to sell to the several Underwriters (as defined below) an aggregate of 9,300,000 American Depositary Shares (the "FIRM ADSs"), each representing one fourth of one common sharesits Common Stock, par value W500 $0.001 per share, of the Company (each a "COMMON SHARE"), consisting of 6,510,000 American Depositary Shares share ("ADSsSecurities") to be sold by the Company and 2,790,000 ADSs to be sold by the Selling Shareholders. The Company also proposes to issue and sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than 1,396,000 ADSs 900,000 additional shares ("Optional Securities") of its Securities as set forth below. The Firm Securities and the Optional Securities are herein collectively called the "Offered Securities." As part of the offering contemplated by this Agreement, [____________________] (the "OPTIONAL ADSsDesignated Underwriter") has agreed to reserve out of the Firm Securities purchased by it under this Agreement, up to [_________________] shares, for sale to the Company's directors, officers, employees and other parties associated with the Company (collectively, "Participants"), as set forth in the Prospectus (as defined herein) under the heading "Underwriters" (the "Directed Share Program"). The Firm ADSs and the Optional ADSs are hereinafter collectively referred to as the "OFFERED SECURITIES", which term, unless otherwise specified, also includes the Common Shares underlying the Firm ADSs and the Optional ADSs. The Common Shares Securities to be represented sold by the Offered Securities will be evidenced by American Depositary Receipts ("ADRs") to be issued Designated Underwriter pursuant to the Deposit Agreement dated as of February ___, 2004 Directed Share Program (the "DEPOSIT AGREEMENTDirected Shares"), among ) will be sold by the Company, The Bank of New York, as depositary (Designated Underwriter pursuant to this Agreement at the "DEPOSITARY"), and public offering price. Any Directed Shares not orally confirmed for purchase by a Participant by the holders and beneficial holders from time to time end of the ADRsbusiness day on which this Agreement is executed will be offered to the public by the Underwriters as set forth in the Prospectus. The Company and the Selling Shareholders hereby agree agrees with the several Underwriters named in Schedule B A hereto (the "UNDERWRITERSUnderwriters") as follows:

Introductory. GRAVITY Co., Ltd.Verso Paper Corp., a Delaware corporation with limited liability established under the laws of The Republic of Korea (the "COMPANY"“Company”), proposes to issue and sell and agrees with the persons listed several Underwriters named in Schedule A hereto (the "SELLING SHAREHOLDERS"“Underwriters”) propose to issue and sell to the several Underwriters (as defined below) an aggregate 18,750,000 shares of 9,300,000 American Depositary Shares (the "FIRM ADSs"), each representing one fourth of one common sharesits Common Stock, par value W500 $0.01 per shareshare (“Securities”) (such 18,750,000 shares of Securities being hereinafter referred to as the “Firm Securities”). Verso Paper Management LP, of the Company a Delaware limited partnership (each a "COMMON SHARE"“Selling Stockholder”), consisting of 6,510,000 American Depositary Shares ("ADSs") also agrees to be sold by the Company and 2,790,000 ADSs to be sold by the Selling Shareholders. The Company also proposes to issue and sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than 1,396,000 ADSs 2,812,500 additional outstanding shares (“Optional Securities”) of the Securities, as set forth below. The Firm Securities and the Optional Securities are herein collectively called the “Offered Securities”. As part of the offering contemplated by this Agreement, Citigroup Global Markets Inc. (the "OPTIONAL ADSs"“Designated Underwriter”) has agreed to reserve out of the Firm Securities purchased by it under this Agreement, up to 5% of the Offered Securities, for sale to the Company’s directors, officers, employees and other parties associated with the Company (collectively, “Participants”), as set forth in the Final Prospectus (as defined herein) under the heading “Underwriting” (the “Directed Share Program”). The Firm ADSs and the Optional ADSs are hereinafter collectively referred to as the "OFFERED SECURITIES", which term, unless otherwise specified, also includes the Common Shares underlying the Firm ADSs and the Optional ADSs. The Common Shares Securities to be represented sold by the Offered Securities will be evidenced by American Depositary Receipts ("ADRs") to be issued Designated Underwriter pursuant to the Deposit Agreement dated as of February ___, 2004 Directed Share Program (the "DEPOSIT AGREEMENT"), among “Directed Shares”) will be sold by the Company, The Bank of New York, as depositary (Designated Underwriter pursuant to this Agreement at the "DEPOSITARY"), and public offering price. Any Directed Shares not subscribed for by the holders and beneficial holders from time to time end of the ADRs. The Company and business day on which this Agreement is executed will be offered to the Selling Shareholders hereby agree with public by the several Underwriters named as set forth in Schedule B hereto (the "UNDERWRITERS") as follows:Final Prospectus.

Introductory. GRAVITY Co.Novatel Wireless, Ltd.Inc., a Delaware corporation with limited liability established under the laws of The Republic of Korea (the "COMPANY"), proposes to issue and sell and the persons listed in Schedule A hereto 7,000,000 shares (the "SELLING SHAREHOLDERSFIRM SECURITIES") propose to sell to the several Underwriters (as defined below) an aggregate of 9,300,000 American Depositary Shares (the "FIRM ADSs"), each representing one fourth of one its common sharesstock, par value W500 $0.001 per share, of the Company (each a "COMMON SHARE"), consisting of 6,510,000 American Depositary Shares ("ADSsSECURITIES") to be sold by the Company and 2,790,000 ADSs to be sold by the Selling Shareholders. The Company also proposes to issue and sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than 1,396,000 ADSs 1,050,000 additional shares ("OPTIONAL SECURITIES") of its Securities as set forth below. The Firm Securities and the Optional Securities are herein collectively called the "OFFERED Securities". As part of the offering contemplated by this Agreement, U.S. Bancorp Pipe▇ ▇▇▇▇▇▇▇ ▇▇▇. (the "OPTIONAL ADSsDESIGNATED UNDERWRITER") has agreed to reserve out of the Firm Securities purchased by it under this Agreement, up to shares, for sale to the Company's directors, officers, employees and other parties associated with the Company (collectively, "PARTICIPANTS"), as set forth in the Prospectus (as defined herein) under the heading "Underwriting" (the "DIRECTED SHARE PROGRAM"). The Firm ADSs and the Optional ADSs are hereinafter collectively referred to as the "OFFERED SECURITIES", which term, unless otherwise specified, also includes the Common Shares underlying the Firm ADSs and the Optional ADSs. The Common Shares Securities to be represented sold by the Offered Securities will be evidenced by American Depositary Receipts ("ADRs") to be issued Designated Underwriter pursuant to the Deposit Agreement dated as of February ___, 2004 Directed Share Program (the "DEPOSIT AGREEMENTDIRECTED SHARES"), among ) will be sold by the Company, The Bank of New York, as depositary (Designated Underwriter pursuant to this Agreement at the "DEPOSITARY"), and public offering price. Any Directed Shares not subscribed for by the holders and beneficial holders from time to time end of the ADRsbusiness day on which this Agreement is executed will be offered to the public by the Underwriters as set forth in the Prospectus. The Company and the Selling Shareholders hereby agree agrees with the several Underwriters named in Schedule B A hereto (the "UNDERWRITERS") as follows:

Introductory. GRAVITY Co., Ltd.SkillSoft Corporation, a Delaware corporation with limited liability established under the laws of The Republic of Korea (the "COMPANY"), proposes to issue and sell and the persons listed in Schedule A hereto ____________ shares (the "SELLING SHAREHOLDERSFIRM SECURITIES") propose to sell to the several Underwriters (as defined below) an aggregate of 9,300,000 American Depositary Shares (the "FIRM ADSs"), each representing one fourth of one common sharesits Common Stock, par value W500 $.001 per share, of the Company (each a "COMMON SHARE"), consisting of 6,510,000 American Depositary Shares share ("ADSsSECURITIES") to be sold by the Company and 2,790,000 ADSs to be sold by the Selling Shareholders. The Company also proposes to issue and sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than 1,396,000 ADSs ____________ additional shares ("OPTIONAL SECURITIES") of its Securities as set forth below. The Firm Securities and the Optional Securities are herein collectively called the "OFFERED SECURITIES." As part of the offering contemplated by this Agreement, Credit Suisse First Boston Corporation (the "OPTIONAL ADSsDESIGNATED UNDERWRITER") has agreed to reserve out of the Firm Securities purchased by it under this Agreement, up to ____________ shares, for sale to the Company's directors, officers, employees and other parties associated with the Company (collectively, "PARTICIPANTS"), as set forth in the Prospectus (as defined herein) under the heading "Underwriting" (the "DIRECTED SHARE PROGRAM"). The Firm ADSs and the Optional ADSs are hereinafter collectively referred to as the "OFFERED SECURITIES", which term, unless otherwise specified, also includes the Common Shares underlying the Firm ADSs and the Optional ADSs. The Common Shares Securities to be represented sold by the Offered Securities will be evidenced by American Depositary Receipts ("ADRs") to be issued Designated Underwriter pursuant to the Deposit Agreement dated as of February ___, 2004 Directed Share Program (the "DEPOSIT AGREEMENTDIRECTED SHARES"), among ) will be sold by the Company, The Bank of New York, as depositary (Designated Underwriter pursuant to this Agreement at the "DEPOSITARY"), and public offering price. Any Directed Shares not orally confirmed for purchase by a Participant by the holders and beneficial holders from time to time end of the ADRsbusiness day on which this Agreement is executed will be offered to the public by the Underwriters as set forth in the Prospectus. The Company and the Selling Shareholders hereby agree agrees with the several Underwriters named in Schedule B A hereto (the "UNDERWRITERS") as follows:

Introductory. GRAVITY Co.FTS International, Ltd.Inc., a Delaware corporation with limited liability established under the laws of The Republic of Korea (the "COMPANY"“Company”), proposes to issue and sell and agrees with the persons listed several Underwriters named in Schedule A hereto (the "SELLING SHAREHOLDERS"“Underwriters”) propose to issue and sell to the several Underwriters 15,151,516 shares of its common stock (as defined below) an aggregate of 9,300,000 American Depositary Shares (the "FIRM ADSs"“Firm Securities”), each representing one fourth of one common shares, par value W500 per share, of the Company (each a "COMMON SHARE"), consisting of 6,510,000 American Depositary Shares ("ADSs") to be sold by the Company and 2,790,000 ADSs to be sold by the Selling Shareholders. The Company also proposes agrees to issue and sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than 1,396,000 ADSs 2,272,727 additional shares of its common stock (the "OPTIONAL ADSs"“Optional Securities”), as set forth below. The Firm Securities and the Optional Securities are herein collectively called the “Offered Securities”. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC (“▇▇▇▇▇▇ ▇▇▇▇▇▇▇”) has agreed to reserve a portion of the Shares to be purchased by it under this Agreement for sale to the Company’s directors, officers, employees and business associates and other parties related to the Company (collectively, “Participants”), as set forth in the General Disclosure Package and the Final Prospectus (each as hereinafter defined) under the heading “Underwriting” (the “Directed Share Program”). The Firm ADSs and the Optional ADSs are hereinafter collectively referred to as the "OFFERED SECURITIES", which term, unless otherwise specified, also includes the Common Shares underlying the Firm ADSs and the Optional ADSs. The Common Shares to be represented sold by the Offered Securities will be evidenced by American Depositary Receipts ("ADRs") to be issued ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and its affiliates pursuant to the Deposit Agreement dated as Directed Share Program, at the direction of February ___, 2004 (the "DEPOSIT AGREEMENT"), among the Company, The Bank are referred to hereinafter as the “Directed Shares”. Any Directed Shares not orally confirmed for purchase by any Participant by the end of New York, the business day on which this Agreement is executed will be offered to the public by the Underwriters as depositary (set forth in the "DEPOSITARY"), General Disclosure Package and the holders and beneficial holders from time to time of the ADRsFinal Prospectus. The Company agrees and the Selling Shareholders hereby agree with the several Underwriters named confirms that references to “affiliates” of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ that appear in Schedule B hereto (the "UNDERWRITERS") as follows:this Agreement shall be understood to include Mitsubishi UFJ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Securities Co., Ltd.

Introductory. GRAVITY Co., Ltd.Screaming Media Inc., a Delaware corporation with limited liability established under the laws of The Republic of Korea (the "COMPANY"), proposes to issue and sell and to the persons listed Underwriters named in Schedule A hereto (the "SELLING SHAREHOLDERSUNDERWRITERS") propose to sell to the several Underwriters 5,000,000 shares (as defined below) an aggregate of 9,300,000 American Depositary Shares (the "FIRM ADSsSECURITIES"), each representing one fourth ) of one its common sharesstock, par value W500 $.01 per share, of the Company (each a "COMMON SHARE"), consisting of 6,510,000 American Depositary Shares share ("ADSsSECURITIES") to be sold by the Company and 2,790,000 ADSs to be sold by the Selling Shareholders. The Company also proposes to issue and sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than 1,396,000 ADSs 750,000 additional shares ("OPTIONAL SECURITIES") of its Securities as set forth below. The Firm Securities and the Optional Securities are herein collectively called the "OFFERED SECURITIES". As part of the offering contemplated by this Agreement, Credit Suisse First Boston Corporation (the "OPTIONAL ADSsDESIGNATED UNDERWRITER" or "CSFBC") has agreed to reserve out of the Firm Securities purchased by it under this Agreement, up to [ ] shares, for sale to the Company's directors, officers, employees and other parties associated with the Company (collectively, "PARTICIPANTS"), as set forth in the Prospectus (as defined herein) under the heading "Underwriting" (the "DIRECTED SHARE PROGRAM"). The Firm ADSs and the Optional ADSs are hereinafter collectively referred to as the "OFFERED SECURITIES", which term, unless otherwise specified, also includes the Common Shares underlying the Firm ADSs and the Optional ADSs. The Common Shares Securities to be represented sold by the Offered Securities will be evidenced by American Depositary Receipts ("ADRs") to be issued Designated Underwriter pursuant to the Deposit Agreement dated as of February ___, 2004 Directed Share Program (the "DEPOSIT AGREEMENTDIRECTED SHARES"), among ) will be sold by the Company, The Bank of New York, as depositary (Designated Underwriter pursuant to this Agreement at the "DEPOSITARY"), and public offering price. Any Directed Shares not subscribed for by the holders and beneficial holders from time to time end of the ADRsbusiness day on which this Agreement is executed will be offered to the public by the Underwriters as set forth in the Prospectus. The Company and the Selling Shareholders hereby agree agrees with the several Underwriters named in Schedule B hereto (the "UNDERWRITERS") as followsUnderwriters:

Introductory. GRAVITY Co., Ltd.Airspan Networks Inc., a Washington corporation with limited liability established under the laws of The Republic of Korea (the "COMPANYCompany"), proposes to issue and sell and the persons listed in Schedule A hereto 5,000,000,000 shares (the "SELLING SHAREHOLDERSFirm Securities ") propose to sell to the several Underwriters (as defined below) an aggregate of 9,300,000 American Depositary Shares (the "FIRM ADSs")its Common Stock, each representing one fourth of one common shares, $.0003 par value W500 per share, of the Company (each a "COMMON SHARE"), consisting of 6,510,000 American Depositary Shares ("ADSsSecurities") to be sold by the Company and 2,790,000 ADSs to be sold by the Selling Shareholders. The Company also proposes to issue and sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than 1,396,000 ADSs 750,000 additional shares ("Optional Securities") of its Securities as set forth below. The Firm Securities and the Optional Securities are herein collectively called the "Offered Securities". As part of the offering contemplated by this Agreement, ▇▇▇▇▇▇ Brothers Inc. (the "OPTIONAL ADSsDesignated Underwriter") has agreed to reserve out of the Firm Securities purchased by it under this Agreement, up to 300,000 shares, for sale to the Company's directors, officers, employees and other parties associated with the Company (collectively, "Participants"), as set forth in the Prospectus (as defined herein) under the heading "Underwriting" (the "Directed Share Program"). The Firm ADSs and the Optional ADSs are hereinafter collectively referred to as the "OFFERED SECURITIES", which term, unless otherwise specified, also includes the Common Shares underlying the Firm ADSs and the Optional ADSs. The Common Shares Securities to be represented sold by the Offered Securities will be evidenced by American Depositary Receipts ("ADRs") to be issued Designated Underwriter pursuant to the Deposit Agreement dated as of February ___, 2004 Directed Share Program (the "DEPOSIT AGREEMENTDirected Shares"), among ) will be sold by the Company, The Bank of New York, as depositary (Designated Underwriter pursuant to this Agreement at the "DEPOSITARY"), and public offering price. Any Directed Shares not subscribed for by the holders and beneficial holders from time to time end of the ADRsbusiness day on which this Agreement is executed will be offered to the public by the Underwriters as set forth in the Prospectus. The Company and the Selling Shareholders hereby agree agrees with the several Underwriters named in Schedule B A hereto (the "UNDERWRITERSUnderwriters") as follows:

Introductory. GRAVITY Co.Orion Energy Systems, Ltd.Inc., a Wisconsin corporation with limited liability established under the laws of The Republic of Korea (the "COMPANY"), “Company”) proposes to issue and sell 5,695,246 shares of its common stock, no par value per share (“Securities”) and the persons shareholders listed in Schedule A A1 hereto (“Covered Selling Shareholders”) and the "SELLING SHAREHOLDERS"shareholders listed in Schedule A2 hereto (“Other Selling Shareholders” and, together with the Covered Selling Shareholders, “Selling Shareholders”) propose severally to sell to the several Underwriters listed on Schedule B hereto (as defined below“Underwriters”) an aggregate of 9,300,000 American Depositary Shares (the "FIRM ADSs"), each representing one fourth of one common shares, par value W500 per share, 1,997,062 outstanding shares of the Company Securities (each a "COMMON SHARE"such 7,692,308 shares of Securities being hereinafter referred to as the “Firm Securities”), consisting of 6,510,000 American Depositary Shares ("ADSs") to be sold by the Company and 2,790,000 ADSs to be sold by the Selling Shareholders. The Company also proposes to issue and sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than 1,396,000 ADSs 1,153,846 additional shares (“Optional Securities”) of its Securities as set forth below. The Firm Securities and the Optional Securities are herein collectively called the “Offered Securities”. As part of the offering contemplated by this Agreement, ▇▇▇▇▇▇ ▇▇▇▇▇▇ Partners LLC (acting in such capacity, the “Designated Underwriter”) has agreed to reserve out of the Firm Securities purchased by it under this Agreement, up to 384,615 shares, for sale to the Company’s directors, officers, employees and other parties associated with the Company (collectively, “Participants”), as set forth in the Final Prospectus (as defined herein) under the heading “Underwriting” (the "OPTIONAL ADSs"“DirectedShareProgram”). The Firm ADSs and the Optional ADSs are hereinafter collectively referred to as the "OFFERED SECURITIES", which term, unless otherwise specified, also includes the Common Shares underlying the Firm ADSs and the Optional ADSs. The Common Shares Securities to be represented sold by the Offered Securities will be evidenced by American Depositary Receipts ("ADRs") to be issued Designated Underwriter pursuant to the Deposit Agreement dated as of February ___, 2004 Directed Share Program (the "DEPOSIT AGREEMENT"), among “Directed Shares”) will be sold by the Company, The Bank of New York, as depositary (Designated Underwriter pursuant to this Agreement at the "DEPOSITARY"), and public offering price. Any Directed Shares not subscribed for by the holders and beneficial holders from time to time end of the ADRs. The Company and business day on which this Agreement is executed will be offered to the Selling Shareholders hereby agree with public by the several Underwriters named as set forth in Schedule B hereto (the "UNDERWRITERS") as follows:Prospectus.

Introductory. GRAVITY Co.Numerical Technologies, Ltd.Inc., a Delaware corporation with limited liability established under the laws of The Republic of Korea (the "COMPANYCompany"), proposes to issue and sell and the persons listed in Schedule A hereto 5,534,000 shares (the "SELLING SHAREHOLDERSFirm Securities") propose to sell to the several Underwriters (as defined below) an aggregate of 9,300,000 American Depositary Shares (the "FIRM ADSs"), each representing one fourth of one common sharesits Common Stock, par value W500 $0.001 per share, of the Company (each a "COMMON SHARE"), consisting of 6,510,000 American Depositary Shares ("ADSsSecurities") to be sold by the Company and 2,790,000 ADSs to be sold by the Selling Shareholders. The Company also proposes to issue and sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than 1,396,000 ADSs 830,000 additional shares ("Optional Securities") of its Securities as set forth below. The Firm Securities and the Optional Securities are herein collectively called the "Offered Securities." As part of the offering contemplated by this Agreement, Credit Suisse First Boston Corporation ("CSFBC") (the "OPTIONAL ADSsDesignated Underwriter") has agreed to reserve out of the Firm Securities purchased by it under this Agreement, up to * shares, for sale to the Company's directors, officers, employees and other parties associated with the Company (collectively, "Participants"), as set forth in the Prospectus (as defined herein) under the heading "Underwriters" (the "Directed Share Program"). The Firm ADSs and the Optional ADSs are hereinafter collectively referred to as the "OFFERED SECURITIES", which term, unless otherwise specified, also includes the Common Shares underlying the Firm ADSs and the Optional ADSs. The Common Shares Securities to be represented sold by the Offered Securities will be evidenced by American Depositary Receipts ("ADRs") to be issued Designated Underwriter pursuant to the Deposit Agreement dated as of February ___, 2004 Directed Share Program (the "DEPOSIT AGREEMENTDirected Shares"), among ) will be sold by the Company, The Bank of New York, as depositary (Designated Underwriter pursuant to this Agreement at the "DEPOSITARY"), and public offering price. Any Directed Shares not subscribed for by the holders and beneficial holders from time to time end of the ADRsbusiness day on which this Agreement is executed will be offered to the public by the Underwriters as set forth in the Prospectus. The Company and the Selling Shareholders hereby agree agrees with the several Underwriters named in Schedule B A hereto (the "UNDERWRITERSUnderwriters") as follows:

Introductory. GRAVITY Co.Spirit AeroSystems Holdings, Ltd.Inc., a Delaware corporation with limited liability established under the laws of The Republic of Korea (the "COMPANY"“Company”), proposes to issue and sell 10,416,667 shares of its Class A Common Stock, par value $0.01 per share (“Securities”) and the persons Stockholders listed in Schedule A hereto (the "SELLING SHAREHOLDERS"“Selling Stockholders”) propose severally to sell to the several Underwriters (as defined below) an aggregate of 9,300,000 American Depositary Shares (the "FIRM ADSs"), each representing one fourth of one common shares, par value W500 per share, 41,666,667 outstanding shares of the Company Securities (each a "COMMON SHARE"such shares of Securities being hereinafter referred to as the “Firm Securities”), consisting of 6,510,000 American Depositary Shares ("ADSs") to be sold by the Company and 2,790,000 ADSs to be sold by the Selling Shareholders. The Company Selling Stockholders also proposes propose to issue and sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than 1,396,000 ADSs 7,812,500 additional shares (“Optional Securities”) of their Securities as set forth below. The Firm Securities and the Optional Securities are herein collectively called the “Offered Securities”. As part of the offering contemplated by this Agreement, M▇▇▇▇▇ S▇▇▇▇▇▇ & Co. Incorporated (the "OPTIONAL ADSs"“Designated Underwriter”) has agreed to reserve out of the Firm Securities purchased by it under this Agreement, up to 2,604,167 shares, for sale to the Company’s directors, officers and employees in the United States and other parties associated with the Company (collectively, “Participants”), as set forth in the Prospectus (as defined herein) under the heading “Underwriting” (the “Directed Share Program”). The Firm ADSs and the Optional ADSs are hereinafter collectively referred to as the "OFFERED SECURITIES", which term, unless otherwise specified, also includes the Common Shares underlying the Firm ADSs and the Optional ADSs. The Common Shares Securities to be represented sold by the Offered Securities will be evidenced by American Depositary Receipts ("ADRs") to be issued Designated Underwriter pursuant to the Deposit Agreement dated as of February ___, 2004 Directed Share Program (the "DEPOSIT AGREEMENT"), among “Directed Shares”) will be sold by the Company, The Bank of New York, as depositary (Designated Underwriter pursuant to this Agreement at the "DEPOSITARY"), and public offering price. Any Directed Shares not subscribed for by the holders and beneficial holders from time to time end of the ADRsbusiness day on which this Agreement is executed will be offered to the public by the Underwriters as set forth in the Prospectus. The Company and the Selling Shareholders Stockholders hereby agree with the several Underwriters named in Schedule B hereto (the "UNDERWRITERS"“Underwriters”) as follows:

Introductory. GRAVITY Co., Ltd.Lante Corporation, a Delaware corporation with limited liability established under the laws of The Republic of Korea (the "COMPANYCompany"), proposes to issue and sell and the persons listed in Schedule A hereto . shares (the "SELLING SHAREHOLDERSFirm Securities") propose to sell to the several Underwriters of its Common Stock, $.01 par value (as defined below) an aggregate of 9,300,000 American Depositary Shares (the "FIRM ADSsSecurities"), each representing one fourth of one common shares, par value W500 per share, of the Company (each a "COMMON SHARE"), consisting of 6,510,000 American Depositary Shares ("ADSs") to be sold by the Company and 2,790,000 ADSs to be sold by the Selling Shareholders. The Company also proposes to issue and sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than 1,396,000 ADSs . additional shares ("Optional Securities") of its Securities as set forth below. The Firm Securities and the Optional Securities are herein collectively called the "Offered Securities". As part of the offering contemplated by this Agreement, Credit Suisse First Boston Corporation (the "OPTIONAL ADSsDesignated Underwriter") has agreed to reserve out of the Firm Securities purchased by it under this Agreement, up to . shares, for sale to the Company's directors, officers, employees and other parties associated with the Company (collectively, "Participants"), as set forth in the Prospectus (as defined herein) under the heading "Underwriters" (the "Directed Share Program"). The Firm ADSs and the Optional ADSs are hereinafter collectively referred to as the "OFFERED SECURITIES", which term, unless otherwise specified, also includes the Common Shares underlying the Firm ADSs and the Optional ADSs. The Common Shares Securities to be represented sold by the Offered Securities will be evidenced by American Depositary Receipts ("ADRs") to be issued Designated Underwriter pursuant to the Deposit Agreement dated as of February ___, 2004 Directed Share Program (the "DEPOSIT AGREEMENTDirected Shares"), among ) will be sold by the Company, The Bank of New York, as depositary (Designated Underwriter pursuant to this Agreement at the "DEPOSITARY"), and public offering price. Any Directed Shares not orally confirmed for purchase by a Participant by the holders and beneficial holders from time to time end of the ADRsbusiness day on which this Agreement is executed will be offered to the public by the Underwriters as set forth in the Prospectus. The Company and the Selling Shareholders hereby agree agrees with the several Underwriters named in Schedule B A hereto (the "UNDERWRITERSUnderwriters") as follows:

Introductory. GRAVITY Co., Ltd.Caliper Technologies Corp., a Delaware corporation with limited liability established under the laws of The Republic of Korea (the "COMPANY"), proposes to issue and sell and the persons listed in Schedule A hereto 3,600,000 shares (the "SELLING SHAREHOLDERSFIRM SECURITIES") propose to sell to the several Underwriters of its common stock, $.001 par value per share (as defined below) an aggregate of 9,300,000 American Depositary Shares (the "FIRM ADSsSECURITIES"), each representing one fourth of one common shares, par value W500 per share, of the Company (each a "COMMON SHARE"), consisting of 6,510,000 American Depositary Shares ("ADSs") to be sold by the Company and 2,790,000 ADSs to be sold by the Selling Shareholders. The Company also proposes to issue and sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than 1,396,000 ADSs 540,000 additional shares ("OPTIONAL SECURITIES") of its Securities as set forth below. The Firm Securities and the Optional Securities are herein collectively called the "OFFERED SECURITIES". As part of the offering contemplated by this Agreement, Credit Suisse First Boston Corporation (the "OPTIONAL ADSsDESIGNATED UNDERWRITER") has agreed to reserve out of the Firm Securities purchased by it under this Agreement, up to 180,000 shares, for sale to the Company's directors, officers, employees and other parties associated with the Company (collectively, "PARTICIPANTS"), as set forth in the Prospectus (as defined herein) under the heading "Underwriting" (the "DIRECTED SHARE PROGRAM"). The Firm ADSs and the Optional ADSs are hereinafter collectively referred to as the "OFFERED SECURITIES", which term, unless otherwise specified, also includes the Common Shares underlying the Firm ADSs and the Optional ADSs. The Common Shares Securities to be represented sold by the Offered Securities will be evidenced by American Depositary Receipts ("ADRs") to be issued Designated Underwriter pursuant to the Deposit Agreement dated as of February ___, 2004 Directed Share Program (the "DEPOSIT AGREEMENTDIRECTED SHARES"), among ) will be sold by the Company, The Bank of New York, as depositary (Designated Underwriter pursuant to this Agreement at the "DEPOSITARY"), and public offering price. Any Directed Shares not orally confirmed for purchase by a Participant by the holders and beneficial holders from time to time end of the ADRsbusiness day on which this Agreement is executed will be offered to the public by the Underwriters as set forth in the Prospectus. The Company and the Selling Shareholders hereby agree agrees with the several Underwriters named in Schedule B A hereto (the "UNDERWRITERS") as follows:

Introductory. GRAVITY Co.Variagenics, Ltd.Inc., a Delaware corporation with limited liability established under the laws of The Republic of Korea (the "COMPANY"), proposes to issue and sell and the persons listed in Schedule A hereto 5,000,000 shares (the "SELLING SHAREHOLDERSFIRM SECURITIES") propose to sell to the several Underwriters (as defined below) an aggregate of 9,300,000 American Depositary Shares (the "FIRM ADSs"), each representing one fourth of one its common shares, stock par value W500 $0.01 per share, of the Company (each a "COMMON SHARE"), consisting of 6,510,000 American Depositary Shares share ("ADSsSECURITIES") to be sold by the Company and 2,790,000 ADSs to be sold by the Selling Shareholders. The Company also proposes to issue and sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than 1,396,000 ADSs 750,000 additional shares ("OPTIONAL SECURITIES") of its Securities as set forth below. The Firm Securities and the Optional Securities are herein collectively called the "OFFERED SECURITIES". As part of the offering contemplated by this Agreement, Credit Suisse First Boston Corporation (the "OPTIONAL ADSsDESIGNATED UNDERWRITER") has agreed to reserve out of the Firm Securities purchased by it under this Agreement, up to 250,000 shares, for sale to the Company's directors, officers, employees and other parties associated with the Company (collectively, "PARTICIPANTS"), as set forth in the Prospectus (as defined herein) under the heading "Underwriting" (the "DIRECTED SHARE PROGRAM"). The Firm ADSs and the Optional ADSs are hereinafter collectively referred to as the "OFFERED SECURITIES", which term, unless otherwise specified, also includes the Common Shares underlying the Firm ADSs and the Optional ADSs. The Common Shares Securities to be represented sold by the Offered Securities will be evidenced by American Depositary Receipts ("ADRs") to be issued Designated Underwriter pursuant to the Deposit Agreement dated as of February ___, 2004 Directed Share Program (the "DEPOSIT AGREEMENTDIRECTED SHARES"), among ) will be sold by the Company, The Bank of New York, as depositary (Designated Underwriter pursuant to this Agreement at the "DEPOSITARY"), and public offering price. Any Directed Shares not orally confirmed for purchase by a Participant by the holders and beneficial holders from time to time end of the ADRsbusiness day on which this Agreement is executed will be offered to the public by the Underwriters as set forth in the Prospectus. The Company and the Selling Shareholders hereby agree agrees with the several Underwriters named in Schedule B A hereto (the "UNDERWRITERS") as follows:

Introductory. GRAVITY Co., Ltd.Kraft Foods Inc., a Virginia corporation with limited liability established under the laws of The Republic of Korea (the "COMPANYCompany"), proposes to issue and sell and the persons listed in Schedule A hereto __________ shares (the "SELLING SHAREHOLDERSFirm Securities") propose to sell to the several Underwriters of its Class A Common Stock, no par value (as defined below) an aggregate of 9,300,000 American Depositary Shares (the "FIRM ADSsSecurities"), each representing one fourth of one common shares, par value W500 per share, of the Company (each a "COMMON SHARE"), consisting of 6,510,000 American Depositary Shares ("ADSs") to be sold by the Company and 2,790,000 ADSs to be sold by the Selling Shareholders. The Company also proposes to issue and sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than 1,396,000 ADSs __________ additional shares ("Optional Securities") of its Securities as set forth below. The Firm Securities and the Optional Securities are herein collectively called the "Offered Securities". As part of the offering contemplated by this Agreement, the Underwriters (as defined herein) have agreed to reserve out of the Firm Securities purchased by them under this Agreement, up to __________ shares, for sale to the directors, officers and employees of the Company and its subsidiaries, ▇▇▇▇▇▇ ▇▇▇▇▇▇ Companies Inc., a Virginia corporation (the "OPTIONAL ADSsParent") and the other subsidiaries of the Parent (collectively, "Participants"), as set forth in the Prospectus (as defined herein) under the heading "Underwriting" (the "Directed Share Program"). The Firm ADSs and the Optional ADSs are hereinafter collectively referred to as the "OFFERED SECURITIES", which term, unless otherwise specified, also includes the Common Shares underlying the Firm ADSs and the Optional ADSs. The Common Shares Securities to be represented by the Offered Securities will be evidenced by American Depositary Receipts ("ADRs") to be issued sold pursuant to the Deposit Agreement dated as of February ___, 2004 Directed Share Program (the "DEPOSIT AGREEMENTDirected Shares"), among ) will be sold at the Company, The Bank of New York, as depositary (public offering price. Any Directed Shares not subscribed for by the "DEPOSITARY"), and the holders and beneficial holders from time to time end of the ADRsbusiness day on which this Agreement is executed will be offered to the public by the Underwriters as set forth in the Prospectus. The Company and is a wholly owned subsidiary of the Selling Shareholders Parent. The Company hereby agree agrees with the several Underwriters named in Schedule B A hereto (the "UNDERWRITERSUnderwriters") as follows:

Introductory. GRAVITY Co.MyoKardia, Ltd.Inc., a Delaware corporation with limited liability established under the laws of The Republic of Korea (the "COMPANY"“Company”), proposes to issue and sell and agrees with the persons listed several Underwriters named in Schedule A hereto (the "SELLING SHAREHOLDERS"“Underwriters”), for whom Credit Suisse Securities (USA) propose LLC and ▇▇▇▇▇ and Company, LLC are acting as representatives (the “Representatives”), to issue and sell to the several Underwriters (as defined below) an aggregate of 9,300,000 American Depositary Shares [●] shares (the "FIRM ADSs")“Firm Securities”) of its common stock, each representing one fourth of one common shares, $0.0001 par value W500 per share, of share (the Company (each a "COMMON SHARE"), consisting of 6,510,000 American Depositary Shares ("ADSs"“Securities”) to be sold by the Company and 2,790,000 ADSs to be sold by the Selling Shareholders. The Company also proposes to issue and sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than 1,396,000 ADSs [●] additional shares (the "OPTIONAL ADSs"“Optional Securities”) of its Securities as set forth below. The Firm Securities and the Optional Securities are herein collectively called the “Offered Securities”. As part of the offering contemplated by this Agreement, Credit Suisse Securities (USA) LLC (the “Designated Underwriter”) has agreed to reserve out of the Firm Securities purchased by it under this Agreement, up to [●] shares, for sale to the Company’s directors, officers, employees and other parties associated with the Company (collectively, “Participants”), as set forth in the Final Prospectus (as defined herein) under the heading “Underwriting” (the “Directed Share Program”). The Firm ADSs and the Optional ADSs are hereinafter collectively referred to as the "OFFERED SECURITIES", which term, unless otherwise specified, also includes the Common Shares underlying the Firm ADSs and the Optional ADSs. The Common Shares Securities to be represented sold by the Offered Securities will be evidenced by American Depositary Receipts ("ADRs") to be issued Designated Underwriter pursuant to the Deposit Agreement dated as of February ___, 2004 Directed Share Program (the "DEPOSIT AGREEMENT"), among “Directed Shares”) will be sold by the Company, The Bank of New York, as depositary (Designated Underwriter pursuant to this Agreement at the "DEPOSITARY"), and public offering price. Any Directed Shares not subscribed for by the holders and beneficial holders from time to time end of the ADRs. The Company and business day on which this Agreement is executed will be offered to the Selling Shareholders hereby agree with public by the several Underwriters named as set forth in Schedule B hereto (the "UNDERWRITERS") as follows:Final Prospectus.

Introductory. GRAVITY Co., Ltd.Cloud Peak Energy Inc., a Delaware corporation with limited liability established under the laws of The Republic of Korea (the "COMPANYCompany"), proposes to issue and sell and agrees with the persons listed several Underwriters named in Schedule A hereto (the "SELLING SHAREHOLDERSUnderwriters") propose to issue and sell to the several Underwriters shares (as defined below"Firm Securities") an aggregate of 9,300,000 American Depositary Shares its common stock, $0.01 par value per share (the "FIRM ADSsSecurities"), each representing one fourth of one common shares, par value W500 per share, of the Company (each a "COMMON SHARE"), consisting of 6,510,000 American Depositary Shares ("ADSs") to be sold by the Company and 2,790,000 ADSs to be sold by the Selling Shareholders. The Company also proposes to issue and sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than 1,396,000 ADSs additional shares ("Optional Securities") of its Securities as set forth below. The Firm Securities and the Optional Securities are herein collectively called the "Offered Securities". As part of the offering contemplated by this Agreement, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. Incorporated (the "OPTIONAL ADSsDesignated Underwriter") has agreed to reserve out of the Firm Securities purchased by it under this Agreement, up to shares, for sale to the Company's directors and employees (collectively, "Participants"), as set forth in the Final Prospectus (as defined herein) under the heading "Underwriting" (the "Directed Share Program"). The Firm ADSs and the Optional ADSs are hereinafter collectively referred to as the "OFFERED SECURITIES", which term, unless otherwise specified, also includes the Common Shares underlying the Firm ADSs and the Optional ADSs. The Common Shares Securities to be represented sold by the Offered Securities will be evidenced by American Depositary Receipts ("ADRs") to be issued Designated Underwriter pursuant to the Deposit Agreement dated as of February ___, 2004 Directed Share Program (the "DEPOSIT AGREEMENTDirected Shares") will be sold by the Designated Underwriter pursuant to this Agreement at the public offering price. Any Directed Shares not subscribed for by the end of the business day on which this Agreement is executed will be offered to the public by the Underwriters as set forth in the Final Prospectus. For the avoidance of doubt, it shall be understood and agreed by the parties hereto that any and all references in this Agreement to "subsidiaries" of the Company shall be deemed to include Cloud Peak Energy Resources LLC, a Delaware limited liability company ("CPE LLC"), among the Company, The Bank of New York, as depositary (the "DEPOSITARY"), and the holders and beneficial holders from time to time of the ADRs. The Company and the Selling Shareholders hereby agree with the several Underwriters named in Schedule B hereto (the "UNDERWRITERS") as follows:.

Introductory. GRAVITY Co.The Lightspan Partnership, Ltd.Inc., a Delaware corporation with limited liability established under the laws of The Republic of Korea (the "COMPANY"), proposes to issue and sell and the persons listed in Schedule A hereto 7,500,000 shares (the "SELLING SHAREHOLDERSFIRM SECURITIES") propose to sell to the several Underwriters (as defined below) an aggregate of 9,300,000 American Depositary Shares (the "FIRM ADSs"), each representing one fourth of one common sharesits Common Stock, par value W500 $0.001 per share, of the Company (each a "COMMON SHARE"), consisting of 6,510,000 American Depositary Shares share ("ADSsSECURITIES") to be sold by the Company and 2,790,000 ADSs to be sold by the Selling Shareholders. The Company also proposes to issue and sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than 1,396,000 ADSs 1,125,000 additional shares ("OPTIONAL SECURITIES") of its Securities as set forth below. The Firm Securities and the Optional Securities are herein collectively called the "OFFERED Securities". As part of the offering contemplated by this Agreement, Credit Suisse First Boston Corporation (the "OPTIONAL ADSsDESIGNATED UNDERWRITER") has agreed to reserve out of the Firm Securities purchased by it under this Agreement, up to 375,000 shares, for sale to the Company's employees, directors and certain other persons associated with the Company (collectively, "PARTICIPANTS"), as set forth in the Prospectus (as defined herein) under the heading "UNDERWRITING" (the "DIRECTED SHARE PROGRAM"). The Firm ADSs and the Optional ADSs are hereinafter collectively referred to as the "OFFERED SECURITIES", which term, unless otherwise specified, also includes the Common Shares underlying the Firm ADSs and the Optional ADSs. The Common Shares Securities to be represented sold by the Offered Securities will be evidenced by American Depositary Receipts ("ADRs") to be issued Designated Underwriter pursuant to the Deposit Agreement dated as of February ___, 2004 Directed Share Program (the "DEPOSIT AGREEMENTDIRECTED SHARES"), among ) will be sold by the Company, The Bank of New York, as depositary (Designated Underwriter pursuant to this Agreement at the "DEPOSITARY"), and public offering price. Any Directed Shares not orally confirmed for purchase by a Participant by the holders and beneficial holders from time to time end of the ADRsbusiness day on which this Agreement is executed will be offered to the public by the Underwriters as set forth in the Prospectus. The Company and the Selling Shareholders hereby agree agrees with the several Underwriters named in Schedule B A hereto (the "UNDERWRITERS") as follows:

Introductory. GRAVITY Co.Centillium Communications, Ltd.Inc., a Delaware corporation with limited liability established under the laws of The Republic of Korea (the "COMPANYCompany"), proposes to issue and sell and the persons listed in Schedule A hereto 4,000,000 shares (the "SELLING SHAREHOLDERSFirm Securities") propose to sell to the several Underwriters (as defined below) an aggregate of 9,300,000 American Depositary Shares (the "FIRM ADSs"), each representing one fourth of one its common shares, par value W500 per share, of the Company (each a "COMMON SHARE"), consisting of 6,510,000 American Depositary Shares stock ("ADSsSecurities") to be sold by the Company and 2,790,000 ADSs to be sold by the Selling Shareholders. The Company also proposes to issue and sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than 1,396,000 ADSs 600,000 additional shares ("Optional Securities") of its Securities as set forth below. The Firm Securities and the Optional Securities are herein collectively called the "Offered Securities". As part of the offering contemplated by this Agreement, ▇▇▇▇▇▇▇ ▇▇▇▇▇ Barney Inc. (the "OPTIONAL ADSsDesignated Underwriter") has agreed to reserve out of the Firm Securities purchased by it under this Agreement, up to 240,000 shares, for sale to the Company's directors, officers, employees and other parties associated with the Company (collectively, "Participants"), as set forth in the Prospectus (as defined herein) under the heading "Underwriting" (the "Directed Share Program"). The Firm ADSs and the Optional ADSs are hereinafter collectively referred to as the "OFFERED SECURITIES", which term, unless otherwise specified, also includes the Common Shares underlying the Firm ADSs and the Optional ADSs. The Common Shares Securities to be represented sold by the Offered Securities will be evidenced by American Depositary Receipts ("ADRs") to be issued Designated Underwriter pursuant to the Deposit Agreement dated as of February ___, 2004 Directed Share Program (the "DEPOSIT AGREEMENTDirected Shares"), among ) will be sold by the Company, The Bank of New York, as depositary (Designated Underwriter pursuant to this Agreement at the "DEPOSITARY"), and public offering price. Any Directed Shares not subscribed for by the holders and beneficial holders from time to time end of the ADRsbusiness day on which this Agreement is executed will be offered to the public by the Underwriters as set forth in the Prospectus. The Company and the Selling Shareholders hereby agree agrees with the several Underwriters named in Schedule B A hereto (the "UNDERWRITERSUnderwriters") as follows:

Introductory. GRAVITY Co., Ltd.Kraft Foods Inc., a Virginia corporation with limited liability established under the laws of The Republic of Korea (the "COMPANYCompany"), proposes to issue and sell and the persons listed in Schedule A hereto 280,000,000 shares (the "SELLING SHAREHOLDERSFirm Securities") propose to sell to the several Underwriters of its Class A Common Stock, no par value (as defined below) an aggregate of 9,300,000 American Depositary Shares (the "FIRM ADSsSecurities"), each representing one fourth of one common shares, par value W500 per share, of the Company (each a "COMMON SHARE"), consisting of 6,510,000 American Depositary Shares ("ADSs") to be sold by the Company and 2,790,000 ADSs to be sold by the Selling Shareholders. The Company also proposes to issue and sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than 1,396,000 ADSs 28,000,000 additional shares ("Optional Securities") of its Securities as set forth below. The Firm Securities and the Optional Securities are herein collectively called the "Offered Securities". As part of the offering contemplated by this Agreement, the Underwriters (as defined herein) have agreed to reserve out of the Firm Securities purchased by them under this Agreement, up to 8,400,000 shares, for sale to the directors, officers and employees of the Company and its subsidiaries, ▇▇▇▇▇▇ ▇▇▇▇▇▇ Companies Inc., a Virginia corporation (the "OPTIONAL ADSsParent") and the other subsidiaries of the Parent (collectively, "Participants"), as set forth in the Prospectus (as defined herein) under the heading "Underwriting" (the "Directed Share Program"). The Firm ADSs and the Optional ADSs are hereinafter collectively referred to as the "OFFERED SECURITIES", which term, unless otherwise specified, also includes the Common Shares underlying the Firm ADSs and the Optional ADSs. The Common Shares Securities to be represented by the Offered Securities will be evidenced by American Depositary Receipts ("ADRs") to be issued sold pursuant to the Deposit Agreement dated as of February ___, 2004 Directed Share Program (the "DEPOSIT AGREEMENTDirected Shares"), among ) will be sold at the Company, The Bank of New York, as depositary (public offering price. Any Directed Shares not subscribed for by the "DEPOSITARY"), and the holders and beneficial holders from time to time end of the ADRsbusiness day on which this Agreement is executed will be offered to the public by the Underwriters as set forth in the Prospectus. The Company and is a wholly owned subsidiary of the Selling Shareholders Parent. The Company hereby agree agrees with the several Underwriters named in Schedule B A hereto (the "UNDERWRITERSUnderwriters") as follows:

Introductory. GRAVITY Co.Fogdog, Ltd.Inc., a Delaware corporation with limited liability established under the laws of The Republic of Korea (the "COMPANYCompany"), proposes to issue and sell and the persons listed in Schedule A hereto 6,000,000 shares (the "SELLING SHAREHOLDERSFirm Securities") propose to sell to the several Underwriters of its Common Stock, $.001 par value per share (as defined below) an aggregate of 9,300,000 American Depositary Shares (the "FIRM ADSsSecurities"), each representing one fourth of one common shares, par value W500 per share, of the Company (each a "COMMON SHARE"), consisting of 6,510,000 American Depositary Shares ("ADSs") to be sold by the Company and 2,790,000 ADSs to be sold by the Selling Shareholders. The Company also proposes to issue and sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than 1,396,000 ADSs 900,000 additional shares ("Optional Securities") of its Securities as set forth below. The Firm Securities and the Optional Securities are herein collectively called the "Offered Securities". As part of the offering contemplated by this Agreement, Credit Suisse First Boston Corporation (the "OPTIONAL ADSsDesignated Underwriter") has agreed to reserve out of the Firm Securities purchased by it under this Agreement, up to 510,000 shares, for sale to the Company's directors, officers, employees and other parties associated with the Company (collectively, "Participants"), as set forth in the Prospectus (as defined herein) under the heading "Underwriting" (the "Directed Share Program"). The Firm ADSs and the Optional ADSs are hereinafter collectively referred to as the "OFFERED SECURITIES", which term, unless otherwise specified, also includes the Common Shares underlying the Firm ADSs and the Optional ADSs. The Common Shares Securities to be represented sold by the Offered Securities will be evidenced by American Depositary Receipts ("ADRs") to be issued Designated Underwriter pursuant to the Deposit Agreement dated as of February ___, 2004 Directed Share Program (the "DEPOSIT AGREEMENTDirected Shares"), among ) will be sold by the Company, The Bank of New York, as depositary (Designated Underwriter pursuant to this Agreement at the "DEPOSITARY"), and public offering price. Any Directed Shares not confirmed for purchase by a Participant by the holders and beneficial holders from time to time end of the ADRsbusiness day on which this Agreement is executed will be offered to the public by the Underwriters as set forth in the Prospectus. The Company and the Selling Shareholders hereby agree agrees with the several Underwriters named in Schedule B A hereto (the "UNDERWRITERSUnderwriters") as follows:

Introductory. GRAVITY Co.Kintera, Ltd.Inc., a Delaware corporation with limited liability established under the laws of The Republic of Korea (the "COMPANYCompany"), proposes to issue and sell and sell, pursuant to the persons listed terms of this Agreement, to the several underwriters named in Schedule A hereto (the "SELLING SHAREHOLDERSUnderwriters," or, each, an ") propose to sell to the several Underwriters (as defined below) Underwriter"), an aggregate of 9,300,000 American Depositary Shares shares of Common Stock, $0.001 par value (the "FIRM ADSsCommon Stock"), each representing one fourth of one common shares, par value W500 per share, ) of the Company (each a "COMMON SHARE"), consisting Company. The aggregate of 6,510,000 American Depositary Shares ("ADSs") shares so proposed to be sold by is hereinafter referred to as the Company and 2,790,000 ADSs to be sold by the Selling Shareholders. "Firm Stock." The Company also proposes to issue and sell to the Underwriters, at upon the option terms and conditions set forth in Section 3 hereof, up to an additional shares of the Underwriters, an aggregate of not more than 1,396,000 ADSs Common Stock (the "OPTIONAL ADSsOptional Stock"). The Firm ADSs Stock and the Optional ADSs Stock are hereinafter collectively referred to as the "OFFERED SECURITIESStock". ▇▇ ▇▇▇▇▇ Securities Corporation ("▇▇ ▇▇▇▇▇") is acting as the representative of the several Underwriters and in such capacity is hereinafter referred to as the "Representative." As part of the offering contemplated by this Agreement, which term, unless otherwise specified, also includes ▇▇ ▇▇▇▇▇ (the Common Shares underlying "Designated Underwriter") has agreed to reserve out of the Firm ADSs Stock purchased by it under this Agreement, up to [ ] shares, for sale to the Company's customers and business partners and friends of the Optional ADSsCompany's officers, directors and employees (collectively, "Participants"), as set forth in the Prospectus (as defined herein) under the heading "Underwriting" (the "Directed Share Program"). The Common Shares Firm Stock to be represented sold by the Offered Securities will be evidenced by American Depositary Receipts ("ADRs") to be issued Designated Underwriter pursuant to the Deposit Agreement dated as of February ___, 2004 Directed Share Program (the "DEPOSIT AGREEMENTDirected Shares"), among ) will be sold by the Company, The Bank of New York, as depositary (Designated Underwriter pursuant to this Agreement at the "DEPOSITARY"), and public offering price. Any Directed Shares not subscribed for by the holders and beneficial holders from time to time end of the ADRs. The Company and business day on which this Agreement is executed will be offered to the Selling Shareholders hereby agree with public by the several Underwriters named as set forth in Schedule B hereto (the "UNDERWRITERS") as follows:Prospectus.

Introductory. GRAVITY Co.Greenwich Technology Partners, Ltd.Inc., a Delaware corporation with limited liability established under the laws of The Republic of Korea (the "COMPANYCompany"), proposes to issue and sell and the persons listed in Schedule A hereto shares (the "SELLING SHAREHOLDERSFirm Securities") propose to sell to the several Underwriters (as defined below) an aggregate of 9,300,000 American Depositary Shares (the "FIRM ADSs"), each representing one fourth of one common shares, par value W500 per share, of the Company (each a "COMMON SHARE"), consisting of 6,510,000 American Depositary Shares its Common Stock ("ADSsSecurities") to be sold by the Company and 2,790,000 ADSs to be sold by the Selling Shareholders. The Company also proposes to issue and sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than 1,396,000 ADSs additional shares ("Optional Securities") of its Securities as set forth below. The Firm Securities and the Optional Securities are herein collectively called the "Offered Securities". As part of the offering contemplated by this Agreement, Credit Suisse First Boston Corporation (the "OPTIONAL ADSsDesignated Underwriter") has agreed to reserve out of the Firm Securities purchased by it under this Agreement, up to shares, for sale to the Company's directors, officers, employees and other parties associated with the Company (collectively, "Participants"), as set forth in the Prospectus (as defined herein) under the heading "Underwriting" (the "Directed Share Program"). The Firm ADSs and the Optional ADSs are hereinafter collectively referred to as the "OFFERED SECURITIES", which term, unless otherwise specified, also includes the Common Shares underlying the Firm ADSs and the Optional ADSs. The Common Shares Securities to be represented sold by the Offered Securities will be evidenced by American Depositary Receipts ("ADRs") to be issued Designated Underwriter pursuant to the Deposit Agreement dated as of February ___, 2004 Directed Share Program (the "DEPOSIT AGREEMENTDirected Shares"), among ) will be sold by the Company, The Bank of New York, as depositary (Designated Underwriter pursuant to this Agreement at the "DEPOSITARY"), and public offering price. Any Directed Shares not subscribed for by the holders and beneficial holders from time to time end of the ADRsbusiness day on which this Agreement is executed will be offered to the public by the Underwriters as set forth in the Prospectus. The Company and the Selling Shareholders hereby agree agrees with the several Underwriters named in Schedule B A hereto (the "UNDERWRITERSUnderwriters") as follows:

Introductory. GRAVITY Co.Lineo, Ltd.Inc., a Delaware corporation with limited liability established under the laws of The Republic of Korea (the "COMPANY"), proposes to issue and sell and the persons listed in Schedule A hereto ________ shares (the "SELLING SHAREHOLDERSFIRM SECURITIES") propose to sell to the several Underwriters (as defined below) an aggregate of 9,300,000 American Depositary Shares (the "FIRM ADSs"), each representing one fourth of one common shares, par value W500 per share, of the Company (each a "COMMON SHARE"), consisting of 6,510,000 American Depositary Shares its Common Stock ("ADSsSECURITIES") to be sold by the Company and 2,790,000 ADSs to be sold by the Selling Shareholders. The Company also proposes to issue and sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than 1,396,000 ADSs additional shares ("OPTIONAL SECURITIES") of its Securities as set forth below. The Firm Securities and the Optional Securities are herein collectively called the "OFFERED SECURITIES". As part of the offering contemplated by this Agreement, Credit Suisse First Boston Corporation (the "OPTIONAL ADSsDESIGNATED UNDERWRITER") has agreed to reserve out of the Firm Securities purchased by it under this Agreement, up to ________ shares, for sale to the Company's directors, officers, employees and other parties associated with the Company (collectively, "PARTICIPANTS"), as set forth in the Prospectus (as defined herein) under the heading "Underwriting" (the "DIRECTED SHARE PROGRAM"). The Firm ADSs and the Optional ADSs are hereinafter collectively referred to as the "OFFERED SECURITIES", which term, unless otherwise specified, also includes the Common Shares underlying the Firm ADSs and the Optional ADSs. The Common Shares Securities to be represented sold by the Offered Securities will be evidenced by American Depositary Receipts ("ADRs") to be issued Designated Underwriter pursuant to the Deposit Agreement dated as of February ___, 2004 Directed Share Program (the "DEPOSIT AGREEMENTDIRECTED SHARES"), among ) will be sold by the Company, The Bank of New York, as depositary (Designated Underwriter pursuant to this Agreement at the "DEPOSITARY"), and public offering price. Any Directed Shares not subscribed for by the holders and beneficial holders from time to time end of the ADRsbusiness day on which this Agreement is executed will be offered to the public by the Underwriters as set forth in the Prospectus. The Company and the Selling Shareholders hereby agree agrees with the several Underwriters named in Schedule B A hereto (the "UNDERWRITERS") as follows:

Introductory. GRAVITY Co.The Knot, Ltd.Inc., a Delaware corporation with limited liability established under the laws of The Republic of Korea (the "COMPANY"), proposes to issue and sell and the persons listed in Schedule A hereto 3,500,000 shares (the "SELLING SHAREHOLDERSFIRM SECURITIES") propose to sell to the several Underwriters of its Common Stock, par value $.01 per share (as defined below) an aggregate of 9,300,000 American Depositary Shares (the "FIRM ADSsSECURITIES"), each representing one fourth of one common shares, par value W500 per share, of the Company (each a "COMMON SHARE"), consisting of 6,510,000 American Depositary Shares ("ADSs") to be sold by the Company and 2,790,000 ADSs to be sold by the Selling Shareholders. The Company also proposes to issue and sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than 1,396,000 ADSs 525,000 additional shares ("OPTIONAL SECURITIES") of its Securities as set forth below. The Firm Securities and the Optional Securities are herein collectively called the "OFFERED SECURITIES". As part of the offering contemplated by this Agreement, Hamb▇▇▇▇▇ & ▇uis▇ ▇▇▇ (the "OPTIONAL ADSsDESIGNATED UNDERWRITER") has agreed to reserve out of the Firm Securities purchased by it under this Agreement, up to 175,000 shares, for sale to the Company's directors, officers, employees and other parties associated with the Company (collectively, "PARTICIPANTS"), as set forth in the Prospectus (as defined herein) under the heading "Underwriters" (the "DIRECTED SHARE PROGRAM"). The Firm ADSs and the Optional ADSs are hereinafter collectively referred to as the "OFFERED SECURITIES", which term, unless otherwise specified, also includes the Common Shares underlying the Firm ADSs and the Optional ADSs. The Common Shares Securities to be represented sold by the Offered Securities will be evidenced by American Depositary Receipts ("ADRs") to be issued Designated Underwriter pursuant to the Deposit Agreement dated as of February ___, 2004 Directed Share Program (the "DEPOSIT AGREEMENTDIRECTED SHARES"), among ) will be sold by the Company, The Bank of New York, as depositary (Designated Underwriter pursuant to this Agreement at the "DEPOSITARY"), and public offering price. Any Directed Shares not orally confirmed for purchase by a Participant by the holders and beneficial holders from time to time end of the ADRs2 business day on which this Agreement is executed will be offered to the public by the Underwriters as set forth in the Prospectus. The Company and the Selling Shareholders hereby agree agrees with the several Underwriters named in Schedule B A hereto (the "UNDERWRITERS") as follows:

Introductory. GRAVITY Co.Praxis Precision Medicines, Ltd.Inc., a Delaware corporation with limited liability established under the laws of The Republic of Korea (the "COMPANY"“Company”), proposes to issue and sell and sell, pursuant to the persons listed terms of this Agreement, to the several underwriters named in Schedule A hereto (the "SELLING SHAREHOLDERS") propose to sell to the several Underwriters (as defined below) “Underwriters,” or, each, an “Underwriter”), an aggregate of 9,300,000 American Depositary Shares [●] shares of common stock, $0.0001 par value (the "FIRM ADSs"), each representing one fourth of one common shares, par value W500 per share, “Common Stock”) of the Company (each a "COMMON SHARE"), consisting Company. The aggregate of 6,510,000 American Depositary Shares ("ADSs") [●] shares so proposed to be sold by is hereinafter referred to as the Company and 2,790,000 ADSs to be sold by the Selling Shareholders“Firm Stock”. The Company also proposes to issue and sell to the Underwriters, at upon the option terms and conditions set forth in Section 3 hereof, up to an additional [●] shares of the Underwriters, an aggregate of not more than 1,396,000 ADSs Common Stock (the "OPTIONAL ADSs"“Optional Stock”). The Firm ADSs Stock and the Optional ADSs Stock are hereinafter collectively referred to as the "OFFERED SECURITIES"“Stock”. ▇▇▇▇▇ and Company, which termLLC (“Cowen”), unless otherwise specifiedEvercore Group L.L.C. (“Evercore”), also includes and ▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. (“Piper”) are acting as representatives of the Common Shares underlying several Underwriters and in such capacity are hereinafter referred to as the “Representatives.” As part of the offering contemplated by this Agreement, the Underwriters have agreed to reserve out of the Firm ADSs Stock purchased by it under this Agreement up to [●] shares for sale to the Company’s and its subsidiaries’ officers, directors, employees, customers and friends of the Optional ADSsCompany’s and its subsidiaries’ officers, directors and employees (collectively, “Participants”), as set forth in the Prospectus (as defined below) under the heading “Underwriting” (the “Directed Share Program”). The Common Shares Firm Stock to be represented sold by the Offered Securities will be evidenced by American Depositary Receipts ("ADRs") to be issued Underwriters pursuant to the Deposit Agreement dated as of February ___, 2004 Directed Share Program (the "DEPOSIT AGREEMENT"), among “Directed Shares”) will be sold by the Company, The Bank of New York, as depositary (Underwriters at the "DEPOSITARY"), and public offering price. Any Directed Shares not subscribed for by the holders and beneficial holders from time to time end of the ADRs. The Company and business day on which this Agreement is executed will be offered to the Selling Shareholders hereby agree with public by the several Underwriters named as set forth in Schedule B hereto (the "UNDERWRITERS") as follows:Prospectus.

Introductory. GRAVITY Co., Ltd.ZEFER Corp., a Delaware corporation with limited liability established under the laws of The Republic of Korea (the "COMPANY"), proposes to issue and sell and the persons listed in Schedule A hereto 4,000,000 shares (the "SELLING SHAREHOLDERSFIRM SECURITIES") propose to sell to the several Underwriters (as defined below) an aggregate of 9,300,000 American Depositary Shares (the "FIRM ADSs"), each representing one fourth of one common shares, par value W500 per share, of the Company (each a "COMMON SHARE"), consisting of 6,510,000 American Depositary Shares its Common Stock ("ADSsSECURITIES") to be sold by the Company and 2,790,000 ADSs to be sold by the Selling Shareholders. The Company also proposes to issue and sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than 1,396,000 ADSs 600,000 additional shares ("OPTIONAL SECURITIES") of its Securities as set forth below. The Firm Securities and the Optional Securities are herein collectively called the "OFFERED SECURITIES". As part of the offering contemplated by this Agreement, Deutsche Bank Securities Inc. (the "OPTIONAL ADSsDESIGNATED UNDERWRITER") has agreed to reserve out of the Firm Securities purchased by it under this Agreement, up to shares, for sale to the Company's directors, officers, employees and other parties associated with the Company (collectively, "PARTICIPANTS"), as set forth in the Prospectus (as defined herein) under the heading "Underwriting" (the "DIRECTED SHARE PROGRAM"). The Firm ADSs and the Optional ADSs are hereinafter collectively referred to as the "OFFERED SECURITIES", which term, unless otherwise specified, also includes the Common Shares underlying the Firm ADSs and the Optional ADSs. The Common Shares Securities to be represented sold by the Offered Securities will be evidenced by American Depositary Receipts ("ADRs") to be issued Designated Underwriter pursuant to the Deposit Agreement dated as of February ___, 2004 Directed Share Program (the "DEPOSIT AGREEMENTDIRECTED SHARES"), among ) will be sold by the Company, The Bank of New York, as depositary (Designated Underwriter pursuant to this Agreement at the "DEPOSITARY"), and public offering price. Any Directed Shares not subscribed for by the holders and beneficial holders from time to time end of the ADRsbusiness day on which this Agreement is executed will be offered to the public by the Underwriters as set forth in the Prospectus. The Company and the Selling Shareholders hereby agree agrees with the several Underwriters named in Schedule B A hereto (the "UNDERWRITERS") as follows:

Introductory. GRAVITY Co.Ramaco Resources, Ltd.Inc., a Delaware corporation with limited liability established under the laws of The Republic of Korea (the "COMPANY"), “Company”) proposes to issue and sell and to the persons listed several underwriters named in Schedule A hereto (the "SELLING SHAREHOLDERS") propose “Underwriters”), for whom ▇. ▇▇▇▇▇ Securities, Inc. is acting as representative (the “Representative”), $25,000,000 aggregate principal amount of its [●]% Senior Notes due 2026 (the “Firm Securities”), to sell be issued pursuant to the several Underwriters (provisions of an Indenture dated as defined below) an aggregate of 9,300,000 American Depositary Shares [●] [●], 2021 (the "FIRM ADSs"), each representing one fourth of one common shares, par value W500 per share, of the Company (each a "COMMON SHARE"), consisting of 6,510,000 American Depositary Shares ("ADSs"“Base Indenture”) to be sold by between the Company and 2,790,000 ADSs [Wilmington Savings Fund Society, FSB], as trustee (the “Trustee”), as supplemented by a First Supplemental Indenture to be sold by dated as of the Selling ShareholdersClosing Date between the Company and the Trustee (the “First Supplemental Indenture” and, together with the Base Indenture, the “Indenture”). The Company also proposes to issue and sell to the Underwritersseveral Underwriters not more than an additional $3,750,000 aggregate principal amount of its [●]% Senior Notes due 2026 (the “Optional Securities”), at if and to the option extent that the Representative shall have elected to exercise, on behalf of the Underwriters, an aggregate of not more than 1,396,000 ADSs (the "OPTIONAL ADSs")right to purchase Optional Securities pursuant to the option granted to the Underwriters in Section 3 hereof. The Firm ADSs Securities and the Optional ADSs Securities are hereinafter collectively referred to as the "OFFERED SECURITIES", which term, unless otherwise specified, also includes “Securities.” This Underwriting Agreement (this “Agreement”) confirms the Common Shares underlying the Firm ADSs and the Optional ADSs. The Common Shares to be represented by the Offered Securities will be evidenced by American Depositary Receipts ("ADRs") to be issued pursuant to the Deposit Agreement dated as of February ___, 2004 (the "DEPOSIT AGREEMENT"), agreement among the Company, The Bank of New York, as depositary (the "DEPOSITARY"), and the holders and beneficial holders from time to time of the ADRs. The Company and the Selling Shareholders hereby agree with Underwriters concerning the several Underwriters named in Schedule B hereto (purchase of the "UNDERWRITERS") as follows:Securities by the Underwriters.

Introductory. GRAVITY Co., XACCT Technologies (1997) Ltd., a Israeli corporation with limited liability established under the laws of The Republic of Korea (the "COMPANY"), proposes to issue and sell and the persons listed in Schedule A hereto shares (the "SELLING SHAREHOLDERSFIRM SECURITIES") propose to sell to the several Underwriters (as defined below) an aggregate of 9,300,000 American Depositary Shares (the "FIRM ADSs"), each representing one fourth of one common its voting ordinary shares, par nominal value W500 NIS 0.04 per share, of the Company (each a "COMMON SHARE"), consisting of 6,510,000 American Depositary Shares ("ADSsSECURITIES") to be sold by the Company and 2,790,000 ADSs to be sold by the Selling Shareholders. The Company also proposes to issue and sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than 1,396,000 ADSs [750,000] additional shares ("OPTIONAL SECURITIES") of its Securities as set forth below. The Firm Securities and the Optional Securities are herein collectively called the "OFFERED SECURITIES." As part of the offering contemplated by this Agreement, U.S. Bancorp ▇▇▇▇▇ ▇▇▇▇▇▇▇ Inc. (the "OPTIONAL ADSsDESIGNATED UNDERWRITER") has agreed to reserve out of the Firm Securities purchased by it under this Agreement, up to [250,000] shares, for sale to the Company's directors, officers, employees and other parties associated with the Company (collectively, "PARTICIPANTS"), as set forth in the Prospectus (as defined herein) under the heading "Underwriters" (the "DIRECTED SHARE PROGRAM"). The Firm ADSs and the Optional ADSs are hereinafter collectively referred to as the "OFFERED SECURITIES", which term, unless otherwise specified, also includes the Common Shares underlying the Firm ADSs and the Optional ADSs. The Common Shares Securities to be represented sold by the Offered Securities will be evidenced by American Depositary Receipts ("ADRs") to be issued Designated Underwriter pursuant to the Deposit Agreement dated as of February ___, 2004 Directed Share Program (the "DEPOSIT AGREEMENTDIRECTED SHARES"), among ) will be sold by the Company, The Bank of New York, as depositary (Designated Underwriter pursuant to this Agreement at the "DEPOSITARY"), and public offering price. Any Directed Shares not subscribed for by the holders and beneficial holders from time to time end of the ADRsbusiness day on which this Agreement is executed will be offered to the public by the Underwriters as set forth in the Prospectus. The Company and the Selling Shareholders hereby agree agrees with the several Underwriters named in Schedule B A hereto (the "UNDERWRITERS") as follows:

Introductory. GRAVITY Co., Ltd.TiVo Inc., a Delaware corporation with limited liability established under the laws of The Republic of Korea (the "COMPANY"), proposes to issue and sell and the persons listed in Schedule A hereto shares (the "SELLING SHAREHOLDERSFIRM SECURITIES") propose to sell to the several Underwriters (as defined below) an aggregate of 9,300,000 American Depositary Shares (the "FIRM ADSs"), each representing one fourth of one its common shares, par value W500 per share, of the Company (each a "COMMON SHARE"), consisting of 6,510,000 American Depositary Shares stock ("ADSsSECURITIES") to be sold by the Company and 2,790,000 ADSs to be sold by the Selling Shareholders. The Company also proposes to issue and sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than 1,396,000 ADSs additional shares ("OPTIONAL SECURITIES") of its Securities as set forth below. The Firm Securities and the Optional Securities are herein collectively called the "OFFERED SECURITIES". As part of the offering contemplated by this Agreement, Credit Suisse First Boston Corporation (the "OPTIONAL ADSsDESIGNATED UNDERWRITER") has agreed to reserve out of the Firm Securities purchased by it under this Agreement, up to shares, for sale to the Company's directors, officers, employees and other parties associated with the Company (collectively, "PARTICIPANTS"), as set forth in the Prospectus (as defined herein) under the heading "Underwriters" (the "DIRECTED SHARE PROGRAM"). The Firm ADSs and the Optional ADSs are hereinafter collectively referred to as the "OFFERED SECURITIES", which term, unless otherwise specified, also includes the Common Shares underlying the Firm ADSs and the Optional ADSs. The Common Shares Securities to be represented sold by the Offered Securities will be evidenced by American Depositary Receipts ("ADRs") to be issued Designated Underwriter pursuant to the Deposit Agreement dated as of February ___, 2004 Directed Share Program (the "DEPOSIT AGREEMENTDIRECTED SHARES"), among ) will be sold by the Company, The Bank of New York, as depositary (Designated Underwriter pursuant to this Agreement at the "DEPOSITARY"), and public offering price. Any Directed Shares not orally confirmed for purchase by a Participant by the holders and beneficial holders from time to time end of the ADRsbusiness day on which this Agreement is executed will be offered to the public by the Underwriters as set forth in the Prospectus. The Company and the Selling Shareholders hereby agree agrees with the several Underwriters named in Schedule B A hereto (the "UNDERWRITERS") as follows:

Introductory. GRAVITY Co.Vital Therapies, Ltd.Inc., a Delaware corporation with limited liability established under the laws of The Republic of Korea (the "COMPANY"“Company”), proposes to issue and sell and agrees with the persons listed several underwriters named in Schedule A hereto (the "SELLING SHAREHOLDERS") propose “Underwriters”), for whom ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Associates, Inc. is acting as representative (the “Representative”), to issue and sell to the several Underwriters (as defined below) an aggregate of 9,300,000 American Depositary Shares 8,750,000 shares (the "FIRM ADSs"), each representing one fourth “Firm Securities”) of one its common sharesstock, par value W500 $0.0001 per share, of share (the Company (each a "COMMON SHARE"), consisting of 6,510,000 American Depositary Shares ("ADSs"“Securities”) to be sold by the Company and 2,790,000 ADSs to be sold by the Selling Shareholders. The Company also proposes agrees to issue and sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than 1,396,000 ADSs 1,312,500 additional shares (the "OPTIONAL ADSs")“Optional Securities”) of its Securities as set forth below. The Firm ADSs Securities and the Optional ADSs Securities are hereinafter herein collectively referred called the “Offered Securities”. As part of the offering contemplated by this Agreement, the Representative has agreed to as the "OFFERED SECURITIES", which term, unless otherwise specified, also includes the Common Shares underlying reserve out of the Firm ADSs Securities purchased by it under this Agreement, up to 3,750,000 shares in the aggregate, for sale to the Company’s directors, officers, employees and other parties associated with the Optional ADSs. Company or its directors, officers, employees or stockholders (collectively, “Participants”), as set forth in the Final Prospectus (as defined herein) under the heading “Underwriting.” The Common Shares Firm Securities to be represented sold by the Offered Securities Underwriters (the “Directed Shares”) will be evidenced sold by American Depositary Receipts ("ADRs") to be issued the Underwriters pursuant to this Agreement at the Deposit Agreement dated public offering price. Any Directed Shares not properly subscribed for will be offered to the public by the Underwriters as of February ___, 2004 (set forth in the "DEPOSIT AGREEMENT"), among the Company, The Bank of New York, as depositary (the "DEPOSITARY"), and the holders and beneficial holders from time to time of the ADRs. The Company and the Selling Shareholders hereby agree with the several Underwriters named in Schedule B hereto (the "UNDERWRITERS") as follows:Final Prospectus.

Introductory. GRAVITY Co., Ltd.Tanning Technology Corporation, a Delaware corporation with limited liability established under the laws of The Republic of Korea (the "COMPANYCompany"), proposes to issue and sell and to the persons listed Underwriters named in Schedule A hereto (the "SELLING SHAREHOLDERSUnderwriters") propose to sell to the several Underwriters 4,000,000 shares (as defined below"Firm Securities") an aggregate of 9,300,000 American Depositary Shares (the "FIRM ADSs"), each representing one fourth of one its common sharesstock, par value W500 $0.01 per share, of the Company (each a "COMMON SHARE"), consisting of 6,510,000 American Depositary Shares share ("ADSsSecurities") to be sold by the Company and 2,790,000 ADSs to be sold by the Selling Shareholders. The Company also proposes to issue and sell to the several Underwriters, at the option of the Underwriters, an aggregate of not more than 1,396,000 ADSs 600,000 additional shares ("Optional Securities") of its Securities as set forth below. The Firm Securities and the Optional Securities are herein collectively called the "Offered Securities". As part of the offering contemplated by this Agreement, Credit Suisse First Boston Corporation (the "OPTIONAL ADSsDesignated Underwriter" or "CSFBC") has agreed to reserve out of the Firm Securities purchased by it under this Agreement up to 200,000 shares for sale to the Company's directors, officers, employees and other parties associated with the Company (collectively, "Participants"), as set forth in the Prospectus (as defined below) under the heading "Underwriting" (the "Directed Share Program"). The Firm ADSs and the Optional ADSs are hereinafter collectively referred to as the "OFFERED SECURITIES", which term, unless otherwise specified, also includes the Common Shares underlying the Firm ADSs and the Optional ADSs. The Common Shares Securities to be represented sold by the Offered Securities will be evidenced by American Depositary Receipts ("ADRs") to be issued Designated Underwriter pursuant to the Deposit Agreement dated as of February ___, 2004 Directed Share Program (the "DEPOSIT AGREEMENTDirected Shares"), among ) will be sold by the Company, The Bank of New York, as depositary (Designated Underwriter pursuant to this Agreement at the "DEPOSITARY"), and public offering price. Any Directed Shares not orally confirmed for purchase by a Participant by the holders and beneficial holders from time to time end of the ADRsbusiness day on which this Agreement is executed will be offered to the public by the Underwriters as set forth in the Prospectus. The Company and the Selling Shareholders hereby agree agrees with the several Underwriters named in Schedule B hereto (the "UNDERWRITERS") as follows:

Introductory. GRAVITY Co.Symbion, Ltd.Inc., a Delaware corporation with limited liability established under the laws of The Republic of Korea (the "COMPANY"), proposes to issue and sell and to the persons listed several Underwriters named in Schedule A hereto (collectively, the "SELLING SHAREHOLDERSUNDERWRITERS") propose to sell to the several Underwriters 7,200,000 shares (as defined below) an aggregate of 9,300,000 American Depositary Shares (the "FIRM ADSsSECURITIES") of its common stock, $0.01 par value ("SECURITIES"), each representing one fourth of one common shares, par value W500 per share, of the Company (each a "COMMON SHARE"), consisting of 6,510,000 American Depositary Shares ("ADSs") to be sold by the Company and 2,790,000 ADSs to be sold by the Selling Shareholders. The Company also proposes to issue and sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than 1,396,000 ADSs 1,080,000 additional shares ("OPTIONAL SECURITIES") of its Securities as set forth below. The Firm Securities and the Optional Securities are herein collectively called the "OFFERED SECURITIES." As part of the offering contemplated by this Agreement, Credit Suisse First Boston LLC (or any affiliated agents) (collectively, the "DESIGNATED UNDERWRITER") has agreed to reserve out of the Firm Securities purchased by it under this Agreement, up to 360,000 shares, for sale to the Company's directors, officers, employees and other parties associated with the Company (collectively, "PARTICIPANTS"), as set forth in the Prospectus (as defined herein) under the heading "Underwriting" (the "OPTIONAL ADSsDIRECTED SHARE PROGRAM"). The Firm ADSs and the Optional ADSs are hereinafter collectively referred to as the "OFFERED SECURITIES", which term, unless otherwise specified, also includes the Common Shares underlying the Firm ADSs and the Optional ADSs. The Common Shares Securities to be represented sold by the Offered Securities will be evidenced by American Depositary Receipts ("ADRs") to be issued Designated Underwriter pursuant to the Deposit Agreement dated as of February ___, 2004 Directed Share Program (the "DEPOSIT AGREEMENTDIRECTED SHARES"), among ) will be sold by the Company, The Bank of New York, as depositary (Designated Underwriter pursuant to this Agreement at the "DEPOSITARY"), and public offering price. Any Directed Shares not subscribed for by the holders and beneficial holders from time to time end of the ADRsbusiness day on which this Agreement is executed will be offered to the public by the Underwriters as set forth in the Prospectus. The Company and the Selling Shareholders hereby agree agrees with the several Underwriters named in Schedule B hereto (the "UNDERWRITERS") as follows:

Introductory. GRAVITY Co., Ltd.Westport Resources Corporation, a Delaware corporation with limited liability established under the laws of The Republic of Korea (the "COMPANY"), ) proposes to issue and sell 6,500,00 shares of its Common Stock ("SECURITIES") and the persons stockholders listed in Schedule A hereto (the "SELLING SHAREHOLDERSSTOCKHOLDERS") propose severally to sell to the several Underwriters (as defined below) an aggregate of 9,300,000 American Depositary Shares 1,500,000 outstanding shares of the Securities (such 8,000,000 shares of Securities being hereinafter referred to as the "FIRM ADSsSECURITIES"), each representing one fourth of one common shares, par value W500 per share, of the Company (each a "COMMON SHARE"), consisting of 6,510,000 American Depositary Shares ("ADSs") to be sold by the Company and 2,790,000 ADSs to be sold by the Selling Shareholders. The Company also proposes to issue and sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than 1,396,000 ADSs 1,200,000 additional outstanding shares of the Company's Securities, as set forth below (such 1,200,000 additional shares being hereinafter referred to as the "OPTIONAL ADSsSECURITIES"). The Firm ADSs Securities and the Optional ADSs Securities are hereinafter herein collectively referred to as called the "OFFERED SECURITIES". As part of the offering contemplated by this Agreement, which term, unless otherwise specified, also includes Credit Suisse First Boston Corporation (the Common Shares underlying "DESIGNATED UNDERWRITER") has agreed to reserve out of the Firm ADSs Securities purchased by it under this Agreement, up to o shares, for sale to the Company's directors, officers, employees and other parties associated with the Optional ADSsCompany (collectively, "PARTICIPANTS"), as set forth in the Prospectus (as defined herein) under the heading "Underwriting" (the "DIRECTED SHARE PROGRAM"). The Common Shares Firm Securities to be represented sold by the Offered Securities will be evidenced by American Depositary Receipts ("ADRs") to be issued Designated Underwriter pursuant to the Deposit Agreement dated as of February ___, 2004 Directed Share Program (the "DEPOSIT AGREEMENTDIRECTED SHARES"), among ) will be sold by the Company, The Bank of New York, as depositary (Designated Underwriter pursuant to this Agreement at the "DEPOSITARY"), and public offering price. Any Directed Shares not subscribed for by the holders and beneficial holders from time to time end of the ADRsbusiness day on which this Agreement is executed will be offered to the public by the Underwriters as set forth in the Prospectus. The Company and the Selling Shareholders Stockholders hereby agree with the several Underwriters named in Schedule B hereto (the "UNDERWRITERS") as follows:

Introductory. GRAVITY Co., Ltd.Compagnie Generale d'Industrie et de ------------ Participations, a corporation with limited liability established societe anonyme organized under the laws of The the Republic of Korea France (the "COMPANYCGIP"), proposes to issue and sell Sofiservice, a societe anonyme organized under the laws of the Republic of France and the persons listed in Schedule A hereto a wholly owned subsidiary of CGIP ("Sofiservice" and, together with CGIP, the "SELLING SHAREHOLDERSSelling Stockholders") ), propose to sell to the several Underwriters named in Schedule I hereto (the "International Underwriters"), for whom Lazard Capital Markets, CS First Boston Limited and Salomon Brothers International Limited are acting as defined belowrepresentatives (the "International Representatives"), an aggregate of 1,850,000 shares (the "International Shares") of Common Stock, par value $5.00 per share (the "Common Stock"), of Crown Cork & Seal Company, Inc. (the "Company"), each Selling Stockholder selling the amount set forth opposite such Selling Stockholder's name in Schedule II hereto. It is understood that the Company and the Selling Stockholders are concurrently entering into an underwriting agreement dated the date hereof (the "U.S. Underwriting Agreement") in which the Selling Stockholders propose to sell to the several Underwriters named therein (the "U.S. Underwriters") for whom Lazard Freres & Co. LLC, CS First Boston Corporation and Salomon Brothers Inc are acting as representatives (the "U.S. Representatives") an aggregate of 9,300,000 American Depositary Shares 7,400,000 shares (the "FIRM ADSsU.S Firm Shares"), each representing one fourth of one common shares, par value W500 per share, ) of the Company (each a "COMMON SHARE")Company's Common Stock. In addition, consisting of 6,510,000 American Depositary Shares ("ADSs") CGIP has agreed to be sold by the Company and 2,790,000 ADSs to be sold by the Selling Shareholders. The Company also proposes to issue and sell to the U.S. Underwriters, at upon the option terms and conditions set forth in the U.S. Underwriting Agreement, up to an additional 1,387,500 shares of the Underwriters, an aggregate of not more than 1,396,000 ADSs Common Stock (the "OPTIONAL ADSsAdditional Shares"). The U.S. Firm ADSs Shares and the Optional ADSs Additional Shares are hereinafter sometimes collectively referred to as the "OFFERED SECURITIESU.S. Shares", which term, unless otherwise specified, also includes the Common Shares underlying the Firm ADSs . The respective closings under this Agreement and the Optional ADSsU.S. Underwriting Agreement are hereby expressly made conditional on one another. The Common International Shares and the U.S. Shares are herein collectively referred to be represented by as the Offered Securities will be evidenced by American Depositary Receipts ("ADRsShares") . The International Underwriters and the U.S. Underwriters are herein collectively referred to be issued pursuant to as the Deposit Agreement dated as "Underwriters". It is further understood that the International Representatives on behalf of February ___, 2004 the International Underwriters and the U.S. Representatives on behalf of the U.S. Underwriters have entered into an agreement of even date herewith (the "DEPOSIT AGREEMENTAgreement Among U.S. and International Underwriters"), contemplating the coordination of certain transactions among the CompanyInternational and U.S. Underwriters and that, The Bank pursuant thereto and subject to the conditions set forth therein, the U.S. Underwriters may purchase from or sell to the International Underwriters a portion of New York, as depositary the U.S. Shares and the International Underwriters may purchase from or sell to the U.S. Underwriters a portion of the International Shares. Any such purchases or sales shall be governed by the Agreement Among U.S. and International Underwriters and not by the terms of this Agreement. It is further understood that the Company and the Selling Stockholders are concurrently entering into an underwriting agreement dated the date hereof (the "DEPOSITARYPreferred Underwriting Agreement") in which the Selling Stockholders propose to sell to the several Underwriters named therein (the "Preferred Underwriters") an aggregate of 3,000,000 shares (the "Preferred Firm Shares") of the Company's 4.5% Convertible Preferred Stock, par value $41.8875 per share (the "Preferred Stock"). In addition, CGIP has agreed to sell to the Preferred Underwriters, upon the terms and conditions set forth in the Preferred Underwriting Agreement, up to an additional 450,000 shares of Preferred Stock (the "Preferred Additional Shares" and, collectively with the Preferred Firm Shares, the "Preferred Shares"). The respective closings under this Agreement and the U.S. Underwriting Agreement, on the one hand, and the holders and beneficial holders from time to time of Preferred Underwriting Agreement, on the ADRsother hand, are not conditional on one another. The Company and the Selling Shareholders Stockholders hereby agree with the International Underwriters as follows (it being understood and agreed that the obligations set forth herein are several Underwriters named in Schedule B hereto (nature, unless expressly stated to the "UNDERWRITERS") as follows:contrary):

Introductory. GRAVITY Co.Virage, Ltd.Inc., a Delaware corporation with limited liability established under the laws of The Republic of Korea (the "COMPANYCompany"), proposes to issue and sell and the persons listed in Schedule A hereto [________] shares (the "SELLING SHAREHOLDERSFirm Securities") propose to sell to the several Underwriters (as defined below) an aggregate of 9,300,000 American Depositary Shares (the "FIRM ADSs"), each representing one fourth of one common sharesits Common Stock, par value W500 $0.001 per share, of the Company (each a "COMMON SHARE"), consisting of 6,510,000 American Depositary Shares share ("ADSsSecurities") to be sold by the Company and 2,790,000 ADSs to be sold by the Selling Shareholders. The Company also proposes to issue and sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than 1,396,000 ADSs [________] additional shares ("Optional Securities") of its Securities as set forth below. The Firm Securities and the Optional Securities are herein collectively called the "Offered Securities." As part of the offering contemplated by this Agreement, [____________________] (the "OPTIONAL ADSsDesignated Underwriter") has agreed to reserve out of the Firm Securities purchased by it under this Agreement, up to [_________________] shares, for sale to the Company's directors, officers, employees and other parties associated with the Company (collectively, "Participants"), as set forth in the Prospectus (as defined herein) under the heading "Underwriters" (the "Directed Share Program"). The Firm ADSs and the Optional ADSs are hereinafter collectively referred to as the "OFFERED SECURITIES", which term, unless otherwise specified, also includes the Common Shares underlying the Firm ADSs and the Optional ADSs. The Common Shares Securities to be represented sold by the Offered Securities will be evidenced by American Depositary Receipts ("ADRs") to be issued Designated Underwriter pursuant to the Deposit Agreement dated as of February ___, 2004 Directed Share Program (the "DEPOSIT AGREEMENTDirected Shares"), among ) will be sold by the Company, The Bank of New York, as depositary (Designated Underwriter pursuant to this Agreement at the "DEPOSITARY"), and public offering price. Any Directed Shares not orally confirmed for purchase by a Participant by the holders and beneficial holders from time to time end of the ADRsbusiness day on which this Agreement is executed will be offered to the public by the Underwriters as set forth in the Prospectus. The Company and the Selling Shareholders hereby agree agrees with the several Underwriters named in Schedule B A hereto (the "UNDERWRITERSUnderwriters") as follows:

Introductory. GRAVITY Co.Vitria Technology, Ltd.Inc., a Delaware corporation with limited liability established under the laws of The Republic of Korea (the "COMPANYCompany"), proposes to issue and sell and the persons listed in Schedule A hereto [________] shares (the "SELLING SHAREHOLDERSFirm Securities") propose to sell to the several Underwriters (as defined below) an aggregate of 9,300,000 American Depositary Shares (the "FIRM ADSs"), each representing one fourth of one common sharesits Common Stock, par value W500 $0.001 per share, of the Company (each a "COMMON SHARE"), consisting of 6,510,000 American Depositary Shares share ("ADSsSecurities") to be sold by the Company and 2,790,000 ADSs to be sold by the Selling Shareholders. The Company also proposes to issue and sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than 1,396,000 ADSs [________] additional shares ("Optional Securities") of its Securities as set forth below. The Firm Securities and the Optional Securities are herein collectively called the "Offered Securities." As part of the offering contemplated by this Agreement, [____________________] (the "OPTIONAL ADSsDesignated Underwriter") has agreed to reserve out of the Firm Securities purchased by it under this Agreement, up to [_________________] shares, for sale to the Company's directors, officers, employees and other parties associated with the Company (collectively, "Participants"), as set forth in the Prospectus (as defined herein) under the heading "Underwriters" (the "Directed Share Program"). The Firm ADSs and the Optional ADSs are hereinafter collectively referred to as the "OFFERED SECURITIES", which term, unless otherwise specified, also includes the Common Shares underlying the Firm ADSs and the Optional ADSs. The Common Shares Securities to be represented sold by the Offered Securities will be evidenced by American Depositary Receipts ("ADRs") to be issued Designated Underwriter pursuant to the Deposit Agreement dated as of February ___, 2004 Directed Share Program (the "DEPOSIT AGREEMENTDirected Shares"), among ) will be sold by the Company, The Bank of New York, as depositary (Designated Underwriter pursuant to this Agreement at the "DEPOSITARY"), and public offering price. Any Directed Shares not orally confirmed for purchase by a Participant by the holders and beneficial holders from time to time end of the ADRsbusiness day on which this Agreement is executed will be offered to the public by the Underwriters as set forth in the Prospectus. The Company and the Selling Shareholders hereby agree agrees with the several Underwriters named in Schedule B A hereto (the "UNDERWRITERSUnderwriters") as follows:

Introductory. GRAVITY Co.Greenfield Online, Ltd.Inc., a Delaware corporation with limited liability established under the laws of The Republic of Korea (the "COMPANYCompany"), proposes to issue and sell and the persons listed in Schedule A hereto o shares (the "SELLING SHAREHOLDERSFirm Securities") propose to sell to the several Underwriters (as defined below) an aggregate of 9,300,000 American Depositary Shares (the "FIRM ADSs")its] Common Stock, each representing one fourth of one common shares, $.001 par value W500 per share, of the Company (each a "COMMON SHARE"), consisting of 6,510,000 American Depositary Shares share ("ADSsSecurities") to be sold by the Company and 2,790,000 ADSs to be sold by the Selling Shareholders. The Company also proposes to issue and sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than 1,396,000 ADSs o additional shares ("Optional Securities") of its Securities as set forth below. The Firm Securities and the Optional Securities are herein collectively called the "Offered Securities". As part of the offering contemplated by this Agreement, Credit Suisse First Boston Corporation (the "OPTIONAL ADSsDesignated Underwriter") has agreed to reserve out of the Firm Securities purchased by it under this Agreement, up to o shares, for sale to the Company's directors, officers, employees and other parties associated with the Company (collectively, "Participants"), as set forth in the Prospectus (as defined herein) under the heading "Underwriting" (the "Directed Share Program"). The Firm ADSs and the Optional ADSs are hereinafter collectively referred to as the "OFFERED SECURITIES", which term, unless otherwise specified, also includes the Common Shares underlying the Firm ADSs and the Optional ADSs. The Common Shares Securities to be represented sold by the Offered Securities will be evidenced by American Depositary Receipts ("ADRs") to be issued Designated Underwriter pursuant to the Deposit Agreement dated as of February ___, 2004 Directed Share Program (the "DEPOSIT AGREEMENTDirected Shares"), among ) will be sold by the Company, The Bank of New York, as depositary (Designated Underwriter pursuant to this Agreement at the "DEPOSITARY"), and public offering price. Any Directed Shares not orally confirmed for purchase by a Participant by the holders and beneficial holders from time to time end of the ADRs. business day on which this Agreement is executed will be offered to the public by the Underwriters as set forth in the Prospectus.] The Company and the Selling Shareholders hereby agree agrees with the several Underwriters named in Schedule B A hereto (the "UNDERWRITERSUnderwriters") as follows:

Introductory. GRAVITY Co., Ltd.Evolve Software, a Delaware corporation with limited liability established under the laws of The Republic of Korea (the "COMPANYCompany"), proposes to issue and sell and the persons listed in Schedule A hereto 5,000,000 shares (the "SELLING SHAREHOLDERSFirm Securities") propose to sell to the several Underwriters (as defined below) an aggregate of 9,300,000 American Depositary Shares (the "FIRM ADSs"), each representing one fourth of one its common shares, stock par value W500 $.001 per share, of the Company (each a "COMMON SHARE"), consisting of 6,510,000 American Depositary Shares share ("ADSsSecurities") to be sold by the Company and 2,790,000 ADSs to be sold by the Selling Shareholders. The Company also proposes to issue and sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than 1,396,000 ADSs 750,000 additional shares ("Optional Securities") of its Securities as set forth below. The Firm Securities and the Optional Securities are herein collectively called the "Offered Securities". As part of the offering contemplated by this Agreement, Credit Suisse First Boston Corporation and Wit SoundView Corporation (the "OPTIONAL ADSsDesignated Underwriters") have agreed to reserve out of the Firm Securities purchased by it under this Agreement, up to 400,000 shares, for sale to the Company's directors, officers, employees and other parties associated with the Company (collectively, "Participants"), as set forth in the Prospectus (as defined herein) under the heading "Underwriting" (the "Directed Share Program"). The Firm ADSs and the Optional ADSs are hereinafter collectively referred to as the "OFFERED SECURITIES", which term, unless otherwise specified, also includes the Common Shares underlying the Firm ADSs and the Optional ADSs. The Common Shares Securities to be represented sold by the Offered Securities will be evidenced by American Depositary Receipts ("ADRs") to be issued Designated Underwriters pursuant to the Deposit Agreement dated as of February ___, 2004 Directed Share Program (the "DEPOSIT AGREEMENTDirected Shares"), among ) will be sold by the Company, The Bank of New York, as depositary (Designated Underwriters pursuant to this Agreement at the "DEPOSITARY"), and public offering price. Any Directed Shares not subscribed for by the holders and beneficial holders from time to time end of the ADRsbusiness day on which this Agreement is executed will be offered to the public by the Underwriters as set forth in the Prospectus. The Company and the Selling Shareholders hereby agree agrees with the several Underwriters named in Schedule B A hereto (the "UNDERWRITERSUnderwriters") as follows:

Introductory. GRAVITY Co.Diamondback Energy, Ltd.Inc., a Delaware corporation with limited liability established under the laws of The Republic of Korea (the "COMPANY"“Company”), proposes to issue and sell and agrees with the persons listed several Underwriters named in Schedule A hereto (the "SELLING SHAREHOLDERS"“Underwriters”) propose to issue and sell to the several Underwriters (as defined below) an aggregate of 9,300,000 American Depositary Shares 12,500,000 shares (the "FIRM ADSs"), each representing one fourth “Firm Securities”) of one its common sharesstock, par value W500 $0.01 per share, of share (the Company (each a "COMMON SHARE"“Securities”), consisting of 6,510,000 American Depositary Shares ("ADSs") to be sold by the Company and 2,790,000 ADSs to be sold by the Selling Shareholders. The Company also proposes agrees to issue and sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than 1,396,000 ADSs 1,875,000 additional shares of its Securities (such 1,875,000 aggregate shares of the Securities being hereinafter referred to as the “Optional Securities”), as set forth in Section 3 of this Agreement. The Firm Securities and the Optional Securities are herein collectively called the “Offered Securities”. As part of the offering contemplated by this Agreement, Credit Suisse Securities (USA) LLC (in such capacity, the “Designated Underwriter”) has agreed to reserve out of the Firm Securities purchased by it under this Agreement, up to 625,000 shares, for sale to the Company’s directors, officers, employees and other parties associated with the Company (collectively, “Participants”), as set forth in the Final Prospectus (as defined herein) under the heading “Underwriting” (the "OPTIONAL ADSs"“Directed Share Program”). The Firm ADSs and the Optional ADSs are hereinafter collectively referred to as the "OFFERED SECURITIES", which term, unless otherwise specified, also includes the Common Shares underlying the Firm ADSs and the Optional ADSs. The Common Shares Securities to be represented sold by the Offered Securities will be evidenced by American Depositary Receipts ("ADRs") to be issued Designated Underwriter pursuant to the Deposit Agreement dated as of February ___, 2004 Directed Share Program (the "DEPOSIT AGREEMENT"), among “Directed Shares”) will be sold by the Company, The Bank of New York, as depositary (Designated Underwriter pursuant to this Agreement at the "DEPOSITARY"), and public offering price. Any Directed Shares not subscribed for by the holders and beneficial holders from time to time end of the ADRs. The Company and business day on which this Agreement is executed will be offered to the Selling Shareholders hereby agree with public by the several Underwriters named as set forth in Schedule B hereto (the "UNDERWRITERS") as follows:Final Prospectus.

Introductory. GRAVITY Co., Ltd.InterWorld Corporation, a Delaware corporation with limited liability established under the laws of The Republic of Korea (the "COMPANYCompany"), proposes to issue and sell and the persons listed in Schedule A hereto 3,000,000 shares (the "SELLING SHAREHOLDERSFirm Securities") propose of its authorized and unissued Common Stock, $.01 par value, ("Common Stock") to sell Invemed Associates LLC (the "Underwriter"). As part of the offering contemplated by this Agreement, the Underwriter has agreed to reserve out of the Firm Securities purchased by it under this Agreement, up to 275,000 shares, for sale to the several Underwriters Company's directors, officers, employees and other parties associated with the Company (collectively, "Participants"), as set forth in the Prospectus (as defined belowherein) an aggregate of 9,300,000 American Depositary Shares under the heading "Underwriter" (the "FIRM ADSsDirected Share Program"), each representing one fourth of one common shares, par value W500 per share, of the Company (each a "COMMON SHARE"), consisting of 6,510,000 American Depositary Shares ("ADSs") . The Firm Securities to be sold by the Company and 2,790,000 ADSs Underwriter pursuant to the Directed Share Program (the "Directed Shares") will be sold by the Selling ShareholdersUnderwriter pursuant to this Agreement at the public offering price. Any Directed Shares not orally confirmed for purchase by a Participant by the end of the business day on which this Agreement is executed will be offered to the public by the Underwriter as set forth in the Prospectus. The Company also proposes to issue and sell to the UnderwritersUnderwriter, at the option of the UnderwritersUnderwriter, an aggregate of not more than 1,396,000 ADSs 450,000 additional shares (the "OPTIONAL ADSsOptional Securities")) of its Common Stock, as set forth below. The Firm ADSs Securities and the Optional ADSs Securities are hereinafter herein collectively referred to as called the "OFFERED SECURITIESOffered Securities", which term, unless otherwise specified, also includes the Common Shares underlying the Firm ADSs and the Optional ADSs. The Common Shares to be represented by the Offered Securities will be evidenced by American Depositary Receipts ("ADRs") to be issued pursuant to the Deposit Agreement dated as of February ___, 2004 (the "DEPOSIT AGREEMENT"), among the Company, The Bank of New York, as depositary (the "DEPOSITARY"), and the holders and beneficial holders from time to time of the ADRs. The Company and the Selling Shareholders hereby agree agrees with the several Underwriters named in Schedule B hereto (the "UNDERWRITERS") Underwriter as follows:

Introductory. GRAVITY Co.eMachines, Ltd.Inc., a Delaware corporation with limited liability established under the laws of The Republic of Korea (the "COMPANYCompany"), proposes to issue and sell and the persons listed in Schedule A hereto 20,000 shares (the "SELLING SHAREHOLDERSFirm Securities") propose to sell to the several Underwriters (as defined below) an aggregate of 9,300,000 American Depositary Shares (the "FIRM ADSs"), each representing one fourth of one common sharesits Common Stock, par value W500 $0.0000125 per share, of the Company (each a "COMMON SHARE"), consisting of 6,510,000 American Depositary Shares ("ADSsSecurities") to be sold by the Company and 2,790,000 ADSs to be sold by the Selling Shareholders. The Company also proposes to issue and sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than 1,396,000 ADSs 3,000,000 additional shares ("Optional Securities") of its Securities as set forth below. The Firm Securities and the Optional Securities are herein collectively called the "Offered Securities". As part of the offering contemplated by this Agreement, Chase Securities Inc. (the "OPTIONAL ADSsDesignated Underwriter") has agreed to reserve out of the Firm Securities purchased by it under this Agreement, up to * shares, for sale to the Company's directors, officers, employees and other parties associated with the Company (collectively, "Participants"), as set forth in the Prospectus (as defined herein) under the heading "Underwriting" (the "Directed Share Program"). The Firm ADSs and the Optional ADSs are hereinafter collectively referred to as the "OFFERED SECURITIES", which term, unless otherwise specified, also includes the Common Shares underlying the Firm ADSs and the Optional ADSs. The Common Shares Securities to be represented sold by the Offered Securities will be evidenced by American Depositary Receipts ("ADRs") to be issued Designated Underwriter pursuant to the Deposit Agreement dated as of February ___, 2004 Directed Share Program (the "DEPOSIT AGREEMENTDirected Shares"), among ) will be sold by the Company, The Bank of New York, as depositary (Designated Underwriter pursuant to this Agreement at the "DEPOSITARY"), and public offering price. Any Directed Shares not orally confirmed for purchase by a Participant by the holders and beneficial holders from time to time end of the ADRsbusiness day on which this Agreement is executed will be offered to the public by the Underwriters as set forth in the Prospectus. The Company and the Selling Shareholders hereby agree agrees with the several Underwriters named in Schedule B A hereto (the "UNDERWRITERSUnderwriters") as follows:

Introductory. GRAVITY Co.Smart & Final Stores, Ltd.Inc., a Delaware corporation with limited liability established under the laws of The Republic of Korea (the "COMPANY"“Company”), proposes to issue and sell agrees with Credit Suisse Securities (USA) LLC (“Credit Suisse”), ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC (“▇▇▇▇▇▇ ▇▇▇▇▇▇▇”), and the persons listed other several Underwriters named in Schedule A hereto (collectively, the "SELLING SHAREHOLDERS"“Underwriters”), for whom Credit Suisse and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ are acting as representatives (in such capacity, the “Representatives”) propose to issue and sell to the several Underwriters (as defined belowi) an aggregate 13,450,000 shares (“Firm Securities”) of 9,300,000 American Depositary Shares its common stock (the "FIRM ADSs"“Securities”), each representing one fourth of one common shares, par value W500 $0.001 per share, of the Company and (each a "COMMON SHARE"), consisting of 6,510,000 American Depositary Shares ("ADSs"ii) to be sold by the Company and 2,790,000 ADSs to be sold by the Selling Shareholders. The Company also proposes to issue and sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than 1,396,000 ADSs 2,017,500 additional shares (“Optional Securities”) of its Securities, as set forth below. The Firm Securities and the Optional Securities are herein collectively called the “Offered Securities.” As part of the offering contemplated by this Agreement, Credit Suisse (in such capacity, the “Designated Underwriter”) has agreed to reserve out of the Firm Securities purchased by it under this Agreement, up to 350,000 shares, for sale to the Company’s directors, officers, employees and other parties associated with the Company (collectively, “Participants”), as set forth in the Final Prospectus (as defined herein) under the heading “Underwriting” (the "OPTIONAL ADSs"“Directed Share Program”). The Firm ADSs and the Optional ADSs are hereinafter collectively referred to as the "OFFERED SECURITIES", which term, unless otherwise specified, also includes the Common Shares underlying the Firm ADSs and the Optional ADSs. The Common Shares Securities to be represented sold by the Offered Securities will be evidenced by American Depositary Receipts ("ADRs") to be issued Designated Underwriter pursuant to the Deposit Agreement dated as of February ___, 2004 Directed Share Program (the "DEPOSIT AGREEMENT"), among “Directed Shares”) will be sold by the Company, The Bank of New York, as depositary (Designated Underwriter pursuant to this Agreement at the "DEPOSITARY"), and public offering price. Any Directed Shares not subscribed for by the holders and beneficial holders from time to time end of the ADRs. The Company and business day on which this Agreement is executed will be offered to the Selling Shareholders hereby agree with public by the several Underwriters named as set forth in Schedule B hereto (the "UNDERWRITERS") as follows:Final Prospectus.

Introductory. GRAVITY Co., Ltd.CURO Group Holdings Corp., a Delaware corporation with limited liability established under the laws of The Republic of Korea (the "COMPANY"“Company”), proposes to issue and sell and agrees with the persons listed several Underwriters named in Schedule A hereto (the "SELLING SHAREHOLDERS"“Underwriters”) propose to issue and sell to the several Underwriters (as defined below) an aggregate [ ] shares of 9,300,000 American Depositary Shares its common stock (the "FIRM ADSs"“Securities”), each representing one fourth of one common shares, par value W500 $0.001 per share, of share (the Company (each a "COMMON SHARE"“Firm Securities”), consisting of 6,510,000 American Depositary Shares ("ADSs") to be sold by the Company and 2,790,000 ADSs to be sold by the Selling Shareholders. The Company also proposes agrees to issue and sell to the Underwriters, at the option of the UnderwritersCredit Suisse Securities USA (LLC) (“Credit Suisse”) and ▇▇▇▇▇▇▇▇▇ LLC (“Jefferies”), an aggregate of not more than 1,396,000 ADSs [ ] additional shares of its Securities (“Optional Securities”), as set forth below. The Firm Securities and the Optional Securities are herein collectively called the “Offered Securities”. The Representatives agree that up to [•] shares of the Firm Securities to be purchased by the Underwriters (the "OPTIONAL ADSs"“Directed Shares”) shall be reserved for sale to the Company’s directors, officers, employees and other parties associated with the Company (collectively, the “Participants”), as set forth in the Final Prospectus (as defined herein) under the heading “Underwriting” (the “Directed Share Program”). The Firm ADSs and the Optional ADSs are hereinafter collectively referred to as the "OFFERED SECURITIES"Directed Share Program shall be administered by Fidelity Capital Markets, which term, unless otherwise specified, also includes the Common Shares underlying the Firm ADSs and the Optional ADSs. The Common Shares to be represented by the Offered Securities will be evidenced by American Depositary Receipts a division of National Financial Services LLC ("ADRs") to be issued pursuant to the Deposit Agreement dated as of February ___, 2004 (the "DEPOSIT AGREEMENT"), among the Company, The Bank of New York, as depositary (the "DEPOSITARY"“Fidelity”), and the holders and beneficial holders from time to time Directed Shares will be sold by Fidelity, at the direction of the ADRsCompany, at the public offering price. The Company and To the Selling Shareholders hereby agree with extent that the several Directed Shares are not orally confirmed for purchase by the Participants by the end of the first business day after the date of this Agreement, such Directed Shares may be offered to the public by the Underwriters named in Schedule B hereto (as part of the "UNDERWRITERS") as follows:public offering contemplated hereby.

Introductory. GRAVITY Co.Vital Therapies, Ltd.Inc., a Delaware corporation with limited liability established under the laws of The Republic of Korea (the "COMPANY"“Company”), proposes to issue and sell and the persons listed in Schedule A hereto agrees with ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated, who is acting as sole underwriter (the "SELLING SHAREHOLDERS") propose to sell to the several Underwriters (as defined below) an aggregate of 9,300,000 American Depositary Shares (the "FIRM ADSs"“Underwriter”), each representing one fourth of one common shares, par value W500 per share, of the Company (each a "COMMON SHARE"), consisting of 6,510,000 American Depositary Shares ("ADSs") to be sold by the Company and 2,790,000 ADSs to be sold by the Selling Shareholders. The Company also proposes to issue and sell to the UnderwritersUnderwriter 5,454,546 shares (the “Firm Securities”) of its common stock, par value $0.0001 per share (the “Securities”) and also agrees to issue and sell to the Underwriter, at the option of the UnderwritersUnderwriter, an aggregate of not more than 1,396,000 ADSs 818,181 additional shares (the "OPTIONAL ADSs")“Optional Securities”) of its Securities as set forth below. The Firm ADSs Securities and the Optional ADSs Securities are hereinafter herein collectively referred called the “Offered Securities”. As part of the offering contemplated by this Agreement, the Underwriter has agreed to as the "OFFERED SECURITIES", which term, unless otherwise specified, also includes the Common Shares underlying reserve out of the Firm ADSs Securities purchased by them under this Agreement, up to 1,727,275 shares in the aggregate, for sale to the Company’s directors, officers, employees and other parties associated with the Optional ADSs. Company or its directors, officers, employees or stockholders (collectively, “Participants”), as set forth in the Final Prospectus (as defined herein) under the heading “Underwriting.” The Common Shares Firm Securities to be represented sold by the Offered Securities Underwriter (the “Directed Shares”) will be evidenced sold by American Depositary Receipts ("ADRs") to be issued the Underwriter pursuant to this Agreement at the Deposit Agreement dated public offering price. Any Directed Shares not properly subscribed for will be offered to the public by the Underwriter as of February ___, 2004 (set forth in the "DEPOSIT AGREEMENT"), among the Company, The Bank of New York, as depositary (the "DEPOSITARY"), and the holders and beneficial holders from time to time of the ADRs. The Company and the Selling Shareholders hereby agree with the several Underwriters named in Schedule B hereto (the "UNDERWRITERS") as follows:Final Prospectus.

Introductory. GRAVITY Co.VCA Antech, Ltd.Inc., a corporation with limited liability established under the laws Delaware corporation, formerly known as Veterinary Centers of The Republic of Korea America, Inc. (the "COMPANYCompany"), proposes to issue and sell and the persons listed in Schedule A hereto 14,000,000 shares (the "SELLING SHAREHOLDERSFirm Securities") propose to sell to the several Underwriters of its common stock, par value $.001 per share (as defined below) an aggregate of 9,300,000 American Depositary Shares (the "FIRM ADSsSecurities"), each representing one fourth of one common shares, par value W500 per share, of the Company (each a "COMMON SHARE"), consisting of 6,510,000 American Depositary Shares ("ADSs") to be sold by the Company and 2,790,000 ADSs to be sold by the Selling Shareholders. The Company also proposes to issue and sell to the UnderwritersUnderwriters (as defined herein), at the option of the Underwriters, an aggregate of not more than 1,396,000 ADSs 2,100,000 additional shares ("Optional Securities") of its Securities as set forth below. The Firm Securities and the Optional Securities are herein collectively called the "Offered Securities". As part of the offering contemplated by this Agreement, Credit Suisse First Boston Corporation (the "OPTIONAL ADSsDesignated Underwriter") has agreed to reserve out of the Firm Securities purchased by it under this Agreement, up to 725,000 shares for sale to the Company's directors, officers, employees and other parties associated with the Company (collectively, "Participants"), as set forth in the Prospectus (as defined herein) under the heading "Underwriting" (the "Directed Share Program"). The Firm ADSs and the Optional ADSs are hereinafter collectively referred to as the "OFFERED SECURITIES", which term, unless otherwise specified, also includes the Common Shares underlying the Firm ADSs and the Optional ADSs. The Common Shares Securities to be represented sold by the Offered Securities will be evidenced by American Depositary Receipts ("ADRs") to be issued Designated Underwriter pursuant to the Deposit Agreement dated as of February ___, 2004 Directed Share Program (the "DEPOSIT AGREEMENTDirected Shares"), among ) will be sold by the Company, The Bank of New York, as depositary (Designated Underwriter pursuant to this Agreement at the "DEPOSITARY"), and public offering price. Any Directed Shares not subscribed for by the holders and beneficial holders from time to time end of the ADRsbusiness day on which this Agreement is executed will be offered to the public by the Underwriters as set forth in the Prospectus. The Company and the Selling Shareholders hereby agree agrees with the several Underwriters named in Schedule B A hereto (the "UNDERWRITERSUnderwriters") as follows:

Introductory. GRAVITY Co.HealtheTech, Ltd.Inc., a Delaware corporation with limited liability established under the laws of The Republic of Korea (the "COMPANYCompany"), proposes to issue and sell and to the persons listed in Schedule A hereto Underwriters 5,000,000 shares (the "SELLING SHAREHOLDERSFirm Securities") propose to sell to the several Underwriters (as defined below) an aggregate of 9,300,000 American Depositary Shares (the "FIRM ADSs"), each representing one fourth of one common sharesits Common Stock, par value W500 per share, of the Company $.001 (each a "COMMON SHARESecurities"), consisting of 6,510,000 American Depositary Shares ("ADSs") to be sold by the Company and 2,790,000 ADSs to be sold by the Selling Shareholders. The Company also proposes to issue and sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than 1,396,000 ADSs 616,667 additional shares of its Securities and ▇▇▇▇▇▇ ▇▇▇▇▇ (the "OPTIONAL ADSsSelling Stockholder") also proposes to sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than 133,333 additional outstanding shares of the Company's Securities (such 750,000 additional shares of the Company's Securities, the "Optional Securities") as set forth below. The Firm Securities and the Optional Securities are herein collectively called the "Offered Securities". As part of the offering contemplated by this Agreement, Credit Suisse First Boston Corporation ("CSFBC") (the "Designated Underwriter") has agreed to reserve out of the Firm Securities purchased by it under this Agreement, up to 250,000 shares, for sale to the Company's directors, officers, employees and other parties associated with the Company (collectively, "Participants"), as set forth in the Prospectus (as defined herein) under the heading "Underwriting" (the "Directed Share Program"). The Firm ADSs and the Optional ADSs are hereinafter collectively referred to as the "OFFERED SECURITIES", which term, unless otherwise specified, also includes the Common Shares underlying the Firm ADSs and the Optional ADSs. The Common Shares Securities to be represented sold by the Offered Securities will be evidenced by American Depositary Receipts ("ADRs") to be issued Designated Underwriter pursuant to the Deposit Agreement dated as of February ___, 2004 Directed Share Program (the "DEPOSIT AGREEMENTDirected Shares"), among ) will be sold by the Company, The Bank of New York, as depositary (Designated Underwriter pursuant to this Agreement at the "DEPOSITARY"), and public offering price. Any Directed Shares not subscribed for by the holders and beneficial holders from time to time end of the ADRsbusiness day on which this Agreement is executed will be offered to the public by the Underwriters as set forth in the Prospectus. The Company and the Selling Shareholders Stockholder hereby agree with the several Underwriters named in Schedule B A hereto (the "UNDERWRITERSUnderwriters") as follows:

Introductory. GRAVITY Co.Integrated Circuit Systems, Ltd.Inc., a Pennsylvania corporation with limited liability established under the laws of The Republic of Korea (the "COMPANYCompany"), proposes to issue and sell 12,500,000 shares of its Common Stock, par value $.01 per share ("Securities") (such 12,500,000 shares of Securities being hereinafter referred to as the "Firm Securities") and the persons stockholders listed in Schedule A Schedules ▇-▇, ▇-▇, ▇-▇, ▇-▇ and A-5 hereto (the "SELLING SHAREHOLDERSSelling Stockholders") propose severally to sell to the several Underwriters (as defined below) an aggregate of 9,300,000 American Depositary Shares (the "FIRM ADSs"), each representing one fourth of one common shares, par value W500 per share, of the Company (each a "COMMON SHARE"), consisting of 6,510,000 American Depositary Shares ("ADSs") to be sold by the Company and 2,790,000 ADSs to be sold by the Selling Shareholders. The Company also proposes to issue and sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than 1,396,000 ADSs 1,875,000 additional outstanding shares of the Company's Securities, as set forth below (such 1,875,000 additional shares being hereinafter referred to as the "OPTIONAL ADSsOptional Securities"). The Firm ADSs Securities and the Optional ADSs Securities are hereinafter herein collectively referred to as called the "OFFERED SECURITIESOffered Securities". As part of the offering contemplated by this Agreement, which term, unless otherwise specified, also includes Credit Suisse First Boston Corporation ("CSFBC") (the Common Shares underlying "Designated Underwriter") has agreed to reserve out of the Firm ADSs Securities purchased by it under this Agreement, up to 625,000 shares, for sale to the Company's directors, officers, employees and other parties associated with the Optional ADSsCompany (collectively, "Participants"), as set forth in the Prospectus (as defined herein) under the heading "Underwriting" (the "Directed Share Program"). The Common Shares Firm Securities to be represented sold by the Offered Securities will be evidenced by American Depositary Receipts ("ADRs") to be issued Designated Underwriter pursuant to the Deposit Agreement dated as of February ___, 2004 Directed Share Program (the "DEPOSIT AGREEMENTDirected Shares"), among ) will be sold by the Company, The Bank of New York, as depositary (Designated Underwriter pursuant to this Agreement at the "DEPOSITARY"), and public offering price. Any Directed Shares not subscribed for by the holders and beneficial holders from time to time end of the ADRsbusiness day on which this Agreement is executed will be offered to the public by the Underwriters as set forth in the Prospectus. The Company and the Selling Shareholders Stockholders hereby agree with the several Underwriters named in Schedule B hereto (the "UNDERWRITERSUnderwriters") as follows:

Introductory. GRAVITY Co., Ltd.DUKE ENERGY CORPORATION, a Delaware corporation with limited liability established under the laws of The Republic of Korea (the "COMPANY"“Corporation”), proposes to issue and sell Barclays Capital Inc., in its capacity as agent and an affiliate of the persons listed in Schedule A hereto (the "SELLING SHAREHOLDERS") propose to sell to the several Underwriters Forward Purchaser (as defined below) (the “Forward Seller”), at the request of the Corporation in connection with the Forward Sale Agreement (as defined below), confirm their respective agreements with you and each of the several Underwriters listed in Schedule I hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), with respect to (a) subject to Section 11 hereof, the sale by the Forward Seller and the purchase by the Underwriters, acting severally and not jointly, of an aggregate of 9,300,000 American Depositary Shares (the "FIRM ADSs"), each representing one fourth 9,250,000 shares of one common sharesstock, par value W500 $0.001 per share, of the Company Corporation (each a "COMMON SHARE")such common stock, consisting the “Common Stock” and such shares of 6,510,000 American Depositary Shares Common Stock, the “Borrowed Underwritten Shares”) and ("ADSs"b) to be sold the grant by the Company and 2,790,000 ADSs to be sold by the Selling Shareholders. The Company also proposes to issue and sell Corporation to the Underwriters, at acting severally and not jointly, of the option described in Section 4 hereof to purchase all or any portion of the Underwriters, an aggregate additional 1,387,500 shares of not more than 1,396,000 ADSs Common Stock (the "OPTIONAL ADSs"“Borrowed Option Shares”). The Firm ADSs Corporation understands that the several Underwriters propose to offer the Shares (as defined below) for sale upon the terms and conditions contemplated by (i) this Agreement and (ii) the Base Prospectus, the Preliminary Prospectus (each, as defined in Section 2 hereof), any Permitted Free Writing Prospectus (as defined in Section 7 hereof) issued at or prior to the Applicable Time (as defined below) and the Optional ADSs information included on Schedule II hereto (such documents and information referred to in this subclause (ii) are hereinafter collectively referred to as the "OFFERED SECURITIES", which term, unless otherwise specified, also includes the Common Shares underlying the Firm ADSs and the Optional ADSs. The Common Shares to be represented by the Offered Securities will be evidenced by American Depositary Receipts ("ADRs") to be issued pursuant to the Deposit Agreement dated as of February ___, 2004 (the "DEPOSIT AGREEMENT"“Pricing Disclosure Package”), among the Company, The Bank of New York, as depositary (the "DEPOSITARY"), and the holders and beneficial holders from time to time of the ADRs. The Company and the Selling Shareholders hereby agree with the several Underwriters named in Schedule B hereto (the "UNDERWRITERS") as follows:.

Introductory. GRAVITY Co., Ltd.Netezza Corporation, a Delaware corporation with limited liability established under the laws of The Republic of Korea (the "COMPANY"), proposes to issue and sell and agrees with the persons listed several Underwriters named in Schedule A hereto (the "SELLING SHAREHOLDERSUnderwriters") propose to issue and sell to the several Underwriters 9,000,000 shares of its Common Stock (as defined below) an aggregate of 9,300,000 American Depositary Shares ("SECURITIES" or the "FIRM ADSsSECURITIES"), each representing one fourth of one common shares, par value W500 per share, of the Company (each a "COMMON SHARE"), consisting of 6,510,000 American Depositary Shares ("ADSs") to be sold by the Company and 2,790,000 ADSs to be sold by the Selling Shareholders. The Company also proposes agrees to issue and sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than 1,396,000 ADSs 1,350,000 additional outstanding shares ("OPTIONAL SECURITIES") of the Company's Securities, as set forth below. The Firm Securities and the Optional Securities are herein collectively called the "OFFERED SECURITIES". As part of the offering contemplated by this Agreement, Credit Suisse Securities (USA) LLC (the "OPTIONAL ADSsDESIGNATED UNDERWRITER") has agreed to reserve out of the Firm Securities purchased by it under this Agreement, up to 450,000 shares, for sale to the Company's directors, officers, employees and other parties associated with the Company (collectively, "PARTICIPANTS"), as set forth in the Final Prospectus (as defined herein) under the heading "Underwriting" (the "DIRECTED SHARE PROGRAM"). The Firm ADSs and the Optional ADSs are hereinafter collectively referred to as the "OFFERED SECURITIES", which term, unless otherwise specified, also includes the Common Shares underlying the Firm ADSs and the Optional ADSs. The Common Shares Securities to be represented sold by the Offered Securities will be evidenced by American Depositary Receipts ("ADRs") to be issued Designated Underwriter pursuant to the Deposit Agreement dated as of February ___, 2004 Directed Share Program (the "DEPOSIT AGREEMENTDIRECTED SHARES"), among ) will be sold by the Company, The Bank of New York, as depositary (Designated Underwriter pursuant to this Agreement at the "DEPOSITARY"), and public offering price. Any Directed Shares not subscribed for by the holders and beneficial holders from time to time end of the ADRs. The Company and business day on which this Agreement is executed will be offered to the Selling Shareholders hereby agree with public by the several Underwriters named as set forth in Schedule B hereto (the "UNDERWRITERS") as follows:Final Prospectus.