FIRST AMENDMENT TO EXCLUSIVE RAGNAROK ONLINE 2 AUTHORIZATION TO USE AND DISTRIBUTE SOFTWARE AGREEMENT

Exhibit 4.89

FIRST AMENDMENT TO EXCLUSIVE RAGNAROK ONLINE 2
AUTHORIZATION TO USE AND DISTRIBUTE SOFTWARE
AGREEMENT

THIS AMENDMENT is entered into this 2^nd day of June, 2010, by and between Gravity Co., Ltd. (“Gravity”), a corporation duly organized under the laws of the Republic of Korea, having its principal offices at 00X Xxxxxxxx Xxxxxx BIZ Tower, 0000, Xxxxxx-Xxxx, Xxxx-Xx, Xxxxx, Xxxxx and Level Up! Interactive S.A. (“Level Up!”), a corporation duly organized under the laws of Brazil, having its principal offices at Xx. Xx. Xxxxxxx xx Xxxx, 0000 — 11o. andar — Xxxx Xxxxxxx — São Paulo — SP — Brazil

Recitals

WHEREAS, Gravity and Level Up! (also individually as “Party”, collectively as “Parties”) entered into EXCLUSIVE RAGNAROK ONLINE 2(“RO2”) AUTHORIZATION TO USE AND DISTRIBUTE SOFTWARE AGREEMENT(“the Original Agreement “) on 21^st day of January, 2008 for the RO2 service of Brazil.

WHEREAS, Parties now desire to enter into this Amendment as specified below.

NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, the Parties hereto agree as follows:

Gravity is willing to grant Level Up! such benefit as set forth below for the purpose of preserving the close relationship between parties and succeeding a great performance of RO2 in Brazil.

I.		Authorization Copyright Fee
		The Article 5.1 in the Original Agreement shall be deleted in its entirety, and replaced with the following language;

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5.1 Authorization Copyright Fee

Level Up! shall pay to Gravity a non-recoupable and non-refundable authorization copyright fee ( “Authorization Copyright Fee”) in the amount of Three Hundred Forty Thousand US Dollars ( US$ 340,000) in the accordance with the following schedule and subject to the terms of this Agreement:

Within Fourteen (14) calendar days of the Effective Date and Level Up!’s receipt of the written invoice in such amount from Gravity, the sum of Fifty Thousand US Dollars (US$50,000).

Within Fourteen (14) calendar days after the commencement of the Opening Beta Test and Level Up!’s receipt of the written invoice in such amount from Gravity, the sum of Fifty Thousand US Dollars (US$50,000).

Within Fourteen (14) calendar days after the Commercial Service Launch Date and Level Up!’s receipt of the written invoice in such amount from Gravity, the sum of One Hundred Forty Thousand US Dollars (US$140,000).

Within Six (6) Months after the Commercial Service Launch Date and Level Up!’s receipt of the written invoice in such amount from Gravity, the sum of One Hundred Thousand US Dollars (US$100,000).

II. Minimum Guaranteed Payment

The Article 5.2 in the Original Agreement shall be deleted in its entirety

III. Additional Agreement

In the event Gravity shall not launch the commercial service of RO2 by December 31^st, 2010 in Korea, Gravity will agree to review this Amendment again in good faith and to discuss the additional adjustment of the term and conditions of this Amendment with Level Up!. In consideration of this Amendment, Level Up! shall not claim damages or other compensation from Gravity in connection with the delay of commercial service of RO2.

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IV. Continuing Effectiveness of the Original 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 Original Agreement, all of which are ratified and affirmed in all respects and shall continue in full force and effect.

IN WITNESS WHEREOF, the Parties have executed this Amendment on the day and year first above written.

Gravity Co., Ltd.		Gravity Co., Ltd.
By: ________________________________________		By: ________________________________________
Name:   Toshiro OHNO		Name:   Yoon Xxxx Xxxx
Title:     President and CEO		Title:     CEO
LevelUp! Interactive S.A.		LevelUp! Interactive S.A.
By: ________________________________________		By: ________________________________________
Name:   Xxxxx Xxxxxxx		Name:   Xxxxxx Xxxxxxx Lançoni
Title:     Superintendent Director		Title:     Financial Director

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