THIRD AMENDMENT TO EXCLUSIVE RAGNAROK SOFTWARE LICENSE AGREEMENT

Exhibit 4.92

THIRD AMENDMENT TO
EXCLUSIVE RAGNAROK SOFTWARE LICENSE AGREEMENT

This Third Amendment to the Exclusive Ragnarok Software License Agreement(“this Amendment”) is made as of this 16^th day of October, 2010, by and between Gravity Co. Ltd., a corporation duly organized and existing under the laws of the Republic of Korea (“Korea”) and having its offices at 00X, Xxxxxxxx Xxxxxx Xxxxxxxx Xxxxx, 0000, Xxxxxx-Xxxx, Xxxx-Xx, Xxxxx, Xxxxx (“Licensor”), and Gravity EU SASU (“Licensee”), a corporation duly organized and existing under the laws of France and having its principal place of business at 0 Xxxxx xx xx Xxxxxxx, Tour Areva 00 Xxxxx, Xxxxx Xx Xxxxxxx, 00000, Xxxxxx.

RECITALS

WHEREAS, Licensee, Licensor and Mados, Inc. have entered into Assignment of the Agreement on October 20^th, 2006. Thereafter, Licensee has been recognized as the successor party of Mados, Inc. to the Exclusive Ragnarok Software License Agreement(“the Agreement”) executed between Licensor and Mados, Inc. on August 22^nd, 2005 to distribute and market the online role playing game under the brand name of “Ragnarok” in France, Belgium, The United Kingdom, Finland, Sweden, Norway, Ireland, Scotland, Denmark and Spain.

WHEREAS, Licensor and Licensee (collectively “Parties” ) have executed Second Amendment to the Exclusive Ragnarok Software License Agreement on the 29^th day of June, 2010 by which the Term of the Agreement has been extended from June 29^th , 2010 to December 28^th, 2010(“First Renewed Term”).

WHEREAS, the Parties now desire to amend the Agreement as specified below.

AGREEMENT

NOW, THEREFORE, the parties hereto agree as follows:

1. Term Extension of the Agreement

Parties agreed to extend the Agreement for three (3) years (“Second Renewed Term”) from theexpiration date of the Agreement. The newly extended term of the Agreement shall be from December 29^th, 2010 to December 28^th, 2013.

2. Royalty

The Article 5.2 in the Agreement shall be deleted in its entirety, and replaced with the following language:

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	5.2		Royalty Payment and Report
	In addition to the License Fee, Licensee shall pay to Licensor as Royalty payments Thirty percent (30%) of the Gross-Sales Amount paid by End Users (“Royalty”) for the period of this Agreement. Subject to Section 5.4 below, the Royalty Payment shall be paid on a monthly basis within twenty (20) days after the end of the applicable month. The Royalty Payment shall be deemed made upon presentation of Licensee whether in fax or any other means the remittance confirmation or notice to Licensor. In any case, unless Licensor actually receives the remitted amount, the payment shall not be deemed to be paid. Licensee shall also provide Licensor with a report (“Royalty Report”) on a monthly basis within twenty (20) days after the end of the applicable month. Each Royalty Report shall contain detailed information on the calculation of Gross Sales Amount for the applicable month.

3. Territory

The Article 1.19 of The Agreement shall be amended as the following language and this amended article shall be effective from 15^th date of October 2010 :

1.19 “Territory” shall mean the territory of the following European Countries:

France, Belgium, The United Kingdom, Finland, Sweden, Ireland, Denmark, Spain, Austria, Bulgaria, Cyprus, Czech, Republic, Estonia, Germany, Greece, Hungary, Italy, Latvia, Lithuania, Luxembourg, Malta, Netherlands, Poland, Portugal, Romania, Slovakia, Slovenia, Switzerland, Turkey, Norway, Scotland(32 service territories in total).

4. Continuing Effectiveness of the Agreement

Except as expressly set forth herein, this Amendment shall not by implication or otherwise alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Agreement, all of which are ratified and affirmed in all respects and shall continue in full force and effect.

IN WITNESSETH WHEREOF, the parties hereto have executed this Amendment as of the day and year first written above.

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LICENSOR:
Gravity Co.,Ltd.
By:		________________________________________		By:		________________________________________
Name		Toshiro OHNO		Name:		Yoon Xxxx Xxxx
Title:		President, CEO		Title:		CEO
Date:		October 16, 2010		Date:		October 16, 2010
LICENSEE:
Gravity EU SASU
By:		________________________________________
Name:		Xxxxxxx Xxx
Title:		General Director
Date:		October 16, 2010

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