EXHIBIT F
[Translation]
CUSTODY AGREEMENT
Asian Groove, Inc. ("Asian Groove") and Techno Groove Co., Ltd. ("Techno
Groove") make and enter into this custody agreement (the "Agreement") as of
August 26, 2005 as follows in connection with the handling of common stock of
GungHo Online Entertainment, Inc. ("GungHo") held by Asian Groove.
ARTICLE 1 CUSTODY OF SHARES
1.1 Asian Groove shall put in the custody of Techno Groove 3,334 shares
of common stock of GungHo on August 26, 2005, and 13,336 shares of
common stock of GungHo on October 26, 2005 (those shares collectively
referred to as the "Custody Shares"), and Techno Groove shall accept
and keep in its custody the Custody Shares (the "Custody"). The
Custody shall come into effect when Asian Groove delivers to Techno
Groove, and Techno Groove receives, GungHo's share certificates.
1.2 If GungHo's shares are subject to a stock split during the term of
this Agreement, the split shares shall be kept in custody as set
forth in Article 1.1.
ARTICLE 2 TERM
2.1 Techno Groove shall keep the Custody Shares until October 27, 2005
(the "Custody Period Expiration Date").
2.2 Asian Groove and Techno Groove shall determine upon consultation in
good faith the handling of the Custody Shares after the Custody
Period Expiration Date.
ARTICLE 3 RESTRICTION ON DISPOSITION OF THE CUSTODY SHARES AND TRANSFER OF
CUSTODY OF THE CUSTODY SHARES
3.1 Techno Groove shall not sell, purchase, loan, create a pledge or
mortgage over, or otherwise dispose of the Custody Shares until the
Custody Period Expiration Date.
3.2 Notwithstanding Article 3.1, Techno Groove may transfer the Custody
Shares to the custody of a third party agreed to by Asian Groove with
prior written approval of Asian Groove.
ARTICLE 4 CONSULTATION
Any matters not provided for in this Agreement shall be resolved in the spirit
of this Agreement upon consultation between the parties.
ARTICLE 5 GOVERNING LAW AND JURISDICTION
5.1 This Agreement shall be governed by and construed in accordance with
the laws of Japan.
5.2 The parties agree that the Tokyo District Court shall have exclusive
jurisdiction as the court of first instance with regards to all
disputes concerning this Agreement.
[The space below has been intentionally left blank]
IN WITNESS WHEREOF, Asian Groove and Techno Groove have caused this Agreement to
be signed and sealed in duplicate and each party shall retain one copy.
August 26, 2005
Asian Groove: Taizo Son
Representative Director
Asian Groove, Inc.
0-0, Xxxxxxxxxx-xxx
Xxxxxxx-xx, Xxxxx
[Seal]
Techno Groove: Xxxxxx Xxxxxxx
Representative Director
Techno Groove Co., Ltd.
0-00-0, Xxxxxxxxxx-xxxxxxx
Xxxx-xx, Xxxxx
[Seal]
