<DOCUMENT>
<TYPE>EX-1.1
<SEQUENCE>2
<FILENAME>u99340a1exv1w1.txt
<DESCRIPTION>EX-1.1 FORM OF UNDERWRITING AGREEMENT
<TEXT>
<PAGE>

                                                                     EXHIBIT 1.1

                   9,300,000 AMERICAN DEPOSITARY SHARES, EACH
                  REPRESENTING ONE FOURTH OF ONE COMMON SHARES

                                GRAVITY CO., LTD.

                             UNDERWRITING AGREEMENT

                                                               February __, 2005

CREDIT SUISSE FIRST BOSTON LLC,
      As Representative of the Several Underwriters
        named in Schedule B hereto,
      Eleven Madison Avenue,
      New York, N.Y.10010-3629

Dear Sirs:

      1. 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:

<PAGE>

      2. Representations and Warranties of the Company and the Selling
Shareholders. (a) The Company represents and warrants to, and agrees with, the
several Underwriters that:

                  (i) A registration statement on Form F-1 (No. 333-122159)
            relating to the Common Shares and the offering thereof in the form
            of the Offered Securities, including a form of prospectus, has been
            filed with the Securities and Exchange Commission (the "COMMISSION")
            and either (A) has been declared effective under the Securities Act
            of 1933 (the "ACT") and is not proposed to be amended or (B) is
            proposed to be amended by amendment or post-effective amendment. If
            such registration statement (the "INITIAL REGISTRATION STATEMENT")
            has been declared effective, either (A) an additional registration
            statement (the "ADDITIONAL REGISTRATION STATEMENT") relating to the
            Common Shares may have been filed with the Commission pursuant to
            Rule 462(b) ("RULE 462(b)") under the Act and, if so filed, has
            become effective upon filing pursuant to such Rule and the Common
            Shares and the Offered Securities all have been duly registered
            under the Act pursuant to the initial registration statement, the
            ADS Registration Statement (as defined below) and, if applicable,
            the additional registration statement or (B) such an additional
            registration statement is proposed to be filed with the Commission
            pursuant to Rule 462(b) and will become effective upon filing
            pursuant to such Rule and upon such filing and the effectiveness of
            the ADS Registration Statement, the Common Shares and the Offered
            Securities will all have been duly registered under the Act pursuant
            to the initial registration statement, the ADS Registration
            Statement and such additional registration statement. If the Company
            does not propose to amend the initial registration statement or if
            an additional registration statement has been filed and the Company
            does not propose to amend it, and if any post-effective amendment to
            either such registration statement has been filed with the
            Commission prior to the execution and delivery of this Agreement,
            the most recent amendment (if any) to each such registration
            statement has been declared effective by the Commission or has
            become effective upon filing pursuant to Rule 462(c) ("RULE 462(C)")
            under the Act or, in the case of the additional registration
            statement, Rule 462(b). For purposes of this Agreement, "EFFECTIVE
            TIME" with respect to the initial registration statement or, if
            filed prior to the execution and delivery of this Agreement, the
            additional registration statement means (A) if the Company has
            advised the Representative that it does not propose to amend such
            registration statement, the date and time as of which such
            registration statement, or the most recent post-effective amendment
            thereto (if

                                       2
<PAGE>

            any) filed prior to the execution and delivery of this Agreement,
            was declared effective by the Commission or has become effective
            upon filing pursuant to Rule 462(c), or (B) if the Company has
            advised the Representative that it proposes to file an amendment or
            post-effective amendment to such registration statement, the date
            and time as of which such registration statement, as amended by such
            amendment or post-effective amendment, as the case may be, is
            declared effective by the Commission. If an additional registration
            statement has not been filed prior to the execution and delivery of
            this Agreement but the Company has advised the Representative that
            it proposes to file one, "EFFECTIVE TIME" with respect to such
            additional registration statement means the date and time as of
            which such registration statement is filed and becomes effective
            pursuant to Rule 462(b). "EFFECTIVE DATE" with respect to the
            initial registration statement or the additional registration
            statement (if any) means the date of the Effective Time thereof. The
            initial registration statement, as amended at its Effective Time,
            including all information contained in the additional registration
            statement (if any) and deemed to be a part of the initial
            registration statement as of the Effective Time of the additional
            registration statement pursuant to the General Instructions of the
            Form on which it is filed and including all information (if any)
            deemed to be a part of the initial registration statement as of its
            Effective Time pursuant to Rule 430A(b) ("RULE 430A(b)") under the
            Act, is hereinafter referred to as the "INITIAL REGISTRATION
            STATEMENT". The additional registration statement, as amended at its
            Effective Time, including the contents of the initial registration
            statement incorporated by reference therein and including all
            information (if any) deemed to be a part of the additional
            registration statement as of its Effective Time pursuant to Rule
            430A(b), is hereinafter referred to as the "ADDITIONAL REGISTRATION
            STATEMENT". The Initial Registration Statement and the Additional
            Registration are hereinafter referred to collectively as the
            "REGISTRATION STATEMENTS" and individually as a "REGISTRATION
            STATEMENT". The form of prospectus relating to the Common Shares and
            the Offered Securities, as first filed with the Commission pursuant
            to and in accordance with Rule 424(b) ("RULE 424(b)") under the Act
            or (if no such filing is required) as included in a Registration
            Statement, is hereinafter referred to as the "PROSPECTUS". No
            document has been or will be prepared or distributed in reliance on
            Rule 434 under the Act.

                  (ii) If the Effective Time of the Initial Registration
            Statement is prior to the execution and delivery of this Agreement:
            (A) on the Effective Date of the Initial Registration Statement, the
            Initial Registration Statement conformed in all

                                       3
<PAGE>

            respects to the requirements of the Act and the rules and
            regulations of the Commission (the "RULES AND REGULATIONS") and did
            not include any untrue statement of a material fact or omit to state
            any material fact required to be stated therein or necessary to make
            the statements therein not misleading, (B) on the Effective Date of
            the Additional Registration Statement (if any), each Registration
            Statement conformed or will conform, in all respects to the
            requirements of the Act and the Rules and Regulations and did not
            include, or will not include, any untrue statement of a material
            fact and did not omit, or will not omit, to state any material fact
            required to be stated therein or necessary to make the statements
            therein not misleading, and (C) on the date of this Agreement, the
            Initial Registration Statement and, if the Effective Time of the
            Additional Registration Statement is prior to the execution and
            delivery of this Agreement, the Additional Registration Statement
            each conforms, and at the time of filing of the Prospectus pursuant
            to Rule 424(b) or (if no such filing is required) at the Effective
            Date of the Additional Registration Statement in which the
            Prospectus is included, each Registration Statement and the
            Prospectus will conform, in all respects to the requirements of the
            Act and the Rules and Regulations, and neither of such documents
            includes, or will include, any untrue statement of a material fact
            or omits, or will omit, to state any material fact required to be
            stated therein or necessary to make the statements therein not
            misleading. If the Effective Time of the Initial Registration
            Statement is subsequent to the execution and delivery of this
            Agreement: on the Effective Date of the Initial Registration
            Statement, the Initial Registration Statement and the Prospectus
            will conform in all respects to the requirements of the Act and the
            Rules and Regulations, neither of such documents will include any
            untrue statement of a material fact or will omit to state any
            material fact required to be stated therein or necessary to make the
            statements therein not misleading, and no Additional Registration
            Statement has been or will be filed. The two preceding sentences do
            not apply to statements in or omissions from a Registration
            Statement or the Prospectus based upon written information furnished
            to the Company by any Underwriter through the Representative
            specifically for use therein, it being understood and agreed that
            the only such information is that described as such in Section 7(c)
            hereof.

                  (iii) A registration statement on Form F-6 (No. 333-122160)
            relating to the ADSs has been filed with the Commission (such
            registration statement, including all exhibits thereto, as amended
            at the time such registration statement becomes effective, being
            hereinafter called the "ADS REGISTRATION

                                       4
<PAGE>

            STATEMENT"); the ADS Registration Statement, as of its effective
            date, complied or will comply, and each amendment or supplement
            thereto, when it is filed with the Commission or becomes effective,
            as the case may be, will comply, in all respects, with the
            applicable requirements of the Act and the Rules and Regulations,
            and did not or will not, as of its effective date, include any
            untrue statement of a material fact or omit to state any material
            fact required to be stated therein or necessary to make the
            statements therein not misleading.

                  (iv) A registration statement on Form 8-A (No. 000-________)
            relating to the registration of the Common Shares and the Offered
            Securities has been filed with the Commission, has been declared
            effective under the Securities and Exchange Act of 1934, as amended
            (the "EXCHANGE ACT") and the Common Shares and the Offered
            Securities have been duly registered under the Exchange Act pursuant
            to such registration statement. The various parts of such
            registration statement on Form 8-A for the registration of the
            Common Shares and the Offered Securities, including all exhibits
            thereto, each as amended at the time such part of the registration
            statement became effective, are hereinafter called the "8-A
            REGISTRATION STATEMENT". The 8-A Registration Statement, when it
            became effective and on the date of this Agreement, conformed and
            conforms in all respects to the requirements of the Exchange Act and
            the Rules and Regulations thereunder and did not and does not
            include any untrue statement of a material fact or omit to state any
            material fact required to be stated therein or necessary to make the
            statements therein not misleading.

                  (v) The Company has been duly incorporated and is validly
            existing under the laws of The Republic of Korea, with power and
            authority (corporate and other) to own its properties and conduct
            its business as described in the Prospectus; and the Company is duly
            qualified to do business as a foreign corporation in good standing
            in all other jurisdictions in which its ownership or lease of
            property or the conduct of its business requires such qualification,
            except where the failure to be so qualified would not, individually
            or in the aggregate, be reasonably expected to have a material
            adverse effect on the condition (financial or other), business,
            properties or results of operations of the Company and its
            subsidiaries taken as a whole (a "MATERIAL ADVERSE EFFECT"). The
            Articles of Incorporation of the Company comply with the
            requirements of Korean law and are in full force and effect.

                                       5
<PAGE>

                  (vi) Each subsidiary of the Company has been duly incorporated
            and is an existing corporation in good standing under the laws of
            the jurisdiction of its incorporation, with power and authority
            (corporate and other) to own its properties and conduct its business
            as described in the Prospectus; and each subsidiary of the Company
            is duly qualified to do business as a foreign corporation in good
            standing in all other jurisdictions in which its ownership or lease
            of property or the conduct of its business requires such
            qualification, except where the failure to be so qualified would
            not, individually or in the aggregate, be reasonably expected to
            have a Material Adverse Effect; all of the issued and outstanding
            capital stock or equity interest of each subsidiary of the Company
            has been duly authorized and validly issued and is fully paid and
            non-assessable; and the capital stock or equity interest of each
            subsidiary owned by the Company, directly or through subsidiaries,
            is owned free from liens, encumbrances and defects; and none of the
            outstanding shares of capital stock or equity interest of any
            subsidiary are subject to preemptive or similar rights of any
            securityholder of such subsidiary.

                  (vii) The Company has the authorized capital as set forth in
            the Prospectus, and all of the issued shares of capital stock of the
            Company (A) have been duly authorized, (B) are validly issued, fully
            paid and non-assessable, (C) were not subject to any preemptive or
            similar rights and (D) conform to the description thereof contained
            in the Prospectus. Except as described in the Prospectus, there are
            no outstanding securities issued by the Company convertible into or
            exchangeable for, rights, warrants or options to acquire from the
            Company, or obligations of the Company to issue, Common Shares or
            any other capital stock of the Company.

                  (viii) The Common Shares underlying the Offered Securities to
            be issued and sold by the Company to the Underwriters and the Common
            Shares underlying the Offered Securities to be sold by the Selling
            Shareholders to the Underwriters have been duly and validly
            authorized, and, when issued, in the case of the Common Shares
            underlying the Offered Securities to be issued and sold by the
            Company, and delivered against payment therefor pursuant to this
            Agreement will be duly and validly issued and delivered, fully paid
            and non-assessable and will be issued free and clear of all liens,
            encumbrances, equities or claims; the Common Shares, the Offered
            Securities and all outstanding shares of capital stock of the
            Company conform in all material respects to the descriptions thereof
            contained in the

                                       6
<PAGE>

            Registration Statements and the Prospectus, including statements
            under the captions "Description of Capital Stock" and "Description
            of American Depositary Shares"; the holders of outstanding shares of
            capital stock of the Company are not, and at the First Closing Date
            (as defined below) and at each Optional Closing Date (as defined
            below), if applicable, will not be, entitled to preemptive or other
            similar rights to acquire the Common Shares or Offered Securities;
            the Common Shares may be freely deposited by the Company and the
            Selling Shareholders with the Depositary in accordance with the
            Deposit Agreement against issuance of the ADRs evidencing Offered
            Securities so deposited and sold hereunder by the Company and the
            Selling Shareholders; the Offered Securities and the Common Shares
            are freely transferable by the Company and the Selling Shareholders,
            as the case may be, to or for the account of the Underwriters;
            except as described in the Prospectus, there are no restrictions on
            subsequent transfers of the Common Shares or the Offered Securities
            under the laws of The Republic of Korea or the United States; and no
            holder of the Offered Securities or Common Shares is or will be
            subject to personal liability by reason of being such a holder.

                  (ix) The statements set forth in the Registration Statements
            and the Prospectus under the caption "Taxation" are true and
            accurate in all material respects.

                  (x) There are no contracts, agreements or understandings
            between the Company and any person that would give rise to a valid
            claim against the Company or any Underwriter for a brokerage
            commission, finder's fee or other like payment in connection with
            the offering of the Offered Securities.

                  (xi) There are no contracts, agreements or understandings
            between the Company and any person granting such person the right to
            require the Company to file a registration statement under the Act
            with respect to any securities of the Company owned or to be owned
            by such person or to require the Company to include such securities
            in the securities registered pursuant to the Registration Statements
            or in any securities being registered pursuant to any other
            registration statement filed by the Company under the Act.

                  (xii) The Offered Securities have been approved for listing on
            the Nasdaq Stock Market's National Market ("NASDAQ"), subject to
            notice of issuance.

                                       7
<PAGE>

                  (xiii) No consent, approval, authorization, or order of, or
            filing with, any governmental agency or body or any court is
            required to be obtained or made by the Company for the consummation
            of the transactions contemplated by this Agreement or the Deposit
            Agreement in connection with the issuance and sale of the Offered
            Securities, except (A) such as have been obtained and made under the
            Act and the Exchange Act and such as may be required under state or
            foreign securities or blue sky laws; (B) the report to the Ministry
            of Finance and Economy of Korea by the Company on the issue of the
            Firm ADSs, which will be made and accepted prior to the First
            Closing Date (as defined below); and (C) the registration of the
            issuance of the Common Shares with the Registry Offices of the
            competent Korean courts having jurisdiction over the Company which
            is required to be made within two weeks from the issue of the Common
            Shares.

                  (xiv) Except as disclosed in the Prospectus, under current
            laws and regulations of The Republic of Korea and any political
            subdivision thereof, all dividends and other distributions declared
            and payable on the Offered Securities may be paid by the Company to
            the holder thereof in Korean Won that may be converted into foreign
            currency and freely transferred out of The Republic of Korea and all
            such payments made to holders thereof who are non-residents of The
            Republic of Korea will not be subject to income, withholding or
            other taxes under laws and regulations of The Republic of Korea or
            any political subdivision or taxing authority thereof or therein and
            will otherwise be free and clear of any other tax, duty, withholding
            or deduction in The Republic of Korea or any political subdivision
            or taxing authority thereof or therein and without the necessity of
            obtaining any governmental authorization in The Republic of Korea or
            any political subdivision or taxing authority thereof or therein.

                  (xv) Neither the Company nor any of its subsidiaries is (A) in
            violation of its respective charter or by-laws or other constituent
            or organizational documents or (B) in default in the performance or
            observance of any obligation, agreement, covenant or condition
            contained in any contract, indenture, mortgage, deed of trust, loan
            or credit agreement, note, lease or other agreement or instrument to
            which the Company or any of its subsidiaries is a party or by which
            it or any of them may be bound, or to which any of the properties or
            assets of the Company or any subsidiary is subject (collectively,
            "AGREEMENTS AND INSTRUMENTS") except in the case of clause (B) for
            such defaults

                                       8
<PAGE>

            that would not individually or in the aggregate have a Material
            Adverse Effect.

                  (xvi) The execution, delivery and performance of each of this
            Agreement, the Deposit Agreement and the consummation of the
            transactions contemplated therein will not result in a breach or
            violation of any of the terms and provisions of, or constitute a
            default under (A) any statute, any rule, regulation or order of any
            governmental agency or body or any court, domestic or foreign,
            having jurisdiction over the Company or any subsidiary of the
            Company or any of their properties, (B) any agreement or instrument
            to which the Company or any such subsidiary is a party or by which
            the Company or any such subsidiary is bound or to which any of the
            properties of the Company or any such subsidiary is subject, or (C)
            the charter or by-laws of the Company or any such subsidiary;
            except, in the case of (A) and (B) above, for any such breach,
            violation or default that would not, individually or in the
            aggregate, have a Material Adverse Effect.

                  (xvii) This Agreement has been duly authorized, executed and
            delivered by the Company.

                  (xviii) The Deposit Agreement has been duly authorized, and
            when executed and delivered by the Company, and, assuming due
            authorization, execution and delivery by the Depositary, will
            constitute a valid and legally binding obligation of the Company,
            enforceable in accordance with its terms, subject to (A) applicable
            bankruptcy, insolvency, fraudulent transfer, reorganization,
            moratorium and similar laws of general applicability relating to or
            affecting creditors' rights and to general equity principles and (B)
            the effect of judicial application of foreign laws or foreign
            government actions affecting creditors' rights; upon due issuance by
            the Depositary of the ADRs evidencing the Offered Securities against
            the deposit of the underlying Common Shares in respect thereof in
            accordance with the provisions of the Deposit Agreement, such ADRs
            will be duly and validly issued and the persons in whose names the
            ADRs are registered will be entitled to the rights specified therein
            and in the Deposit Agreement; and the Deposit Agreement and the ADRs
            conform in all material respects to the descriptions thereof
            contained in the Prospectus.

                  (xix) Except as disclosed in the Prospectus, the Company and
            its subsidiaries have good and marketable title to all real
            properties and all other properties and assets owned by them, in
            each case free from liens, encumbrances and defects that would
            interfere with the use made or to be made thereof by them, except

                                       9
<PAGE>

            for any liens, encumbrances and defects that would not individually
            or in the aggregate have a Material Adverse Effect; and except as
            disclosed in the Prospectus, the Company and its subsidiaries hold
            any leased real or personal property that are material to the
            business or operations of the Company and its subsidiaries taken as
            a whole under valid and enforceable leases with no exceptions that
            would interfere with the use made or to be made thereof by them,
            except for any interferences that would not individually or in the
            aggregate have a Material Adverse Effect.

                  (xx) Except as described in the Prospectus, the Company and
            its subsidiaries possess adequate certificates, authorities or
            permits issued by appropriate governmental agencies or bodies
            necessary to conduct the business now operated by them (the
            "GOVERNMENTAL LICENSES"); the Company and its subsidiaries are in
            compliance in all material respects with the terms and conditions of
            all such Governmental Licenses; all of the Governmental Licenses are
            valid and in full force and effect; none of the Governmental
            Licenses contains any materially burdensome restrictions or
            conditions not described in the Prospectus; and neither the Company
            nor any of its subsidiaries has received any notice of proceedings
            relating to the revocation or modification of any Governmental
            License that, if determined adversely to the Company or any of its
            subsidiaries, would individually or in the aggregate have a Material
            Adverse Effect, or has any reason to believe that any such
            Governmental License will be revoked, modified or suspended.

                  (xxi) No labor dispute with the employees of the Company or
            any subsidiary exists or, to the best knowledge of the Company, is
            imminent that might have a Material Adverse Effect.

                  (xxii) The Company and its subsidiaries own, possess or can
            acquire on reasonable terms, adequate trademarks, trade names and
            other rights to inventions, know-how, patents, copyrights,
            confidential information and other intellectual property
            (collectively, "INTELLECTUAL PROPERTY RIGHTS") necessary to conduct
            the business now operated by them, or presently employed by them,
            and have not received any notice of infringement of or conflict with
            asserted rights of others with respect to any intellectual property
            rights that, if determined adversely to the Company or any of its
            subsidiaries, would individually or in the aggregate have a Material
            Adverse Effect.

                  (xxiii) Except as disclosed in the Prospectus, there are no
            pending actions, suits or proceedings against or affecting the
            Company, any of its subsidiaries or any of their respective

                                       10
<PAGE>

            properties that, if determined adversely to the Company or any of
            its subsidiaries, would individually or in the aggregate have a
            Material Adverse Effect, or would materially and adversely affect
            the ability of the Company to perform its obligations under this
            Agreement or the Deposit Agreement, or which are otherwise material
            in the context of the sale of the Offered Securities; and no such
            actions, suits or proceedings are threatened or, to the Company's
            knowledge, contemplated.

                  (xxiv) The financial statements included in each Registration
            Statement and the Prospectus present fairly the financial position
            of the Company and its consolidated subsidiaries as of the dates
            shown and their results of operations and cash flows for the periods
            shown, and such financial statements have been prepared in
            conformity with the generally accepted accounting principles in the
            United States ("U.S. GAAP") applied on a consistent basis.

                  (xxv) Except as disclosed in the Prospectus, since the date of
            the latest audited financial statements included in the Prospectus
            there has been no material adverse change, nor any development or
            event involving a prospective material adverse change, in the
            condition (financial or other), business, properties or results of
            operations of the Company and its subsidiaries taken as a whole,
            and, except as disclosed in or contemplated by the Prospectus, there
            has been no dividend or distribution of any kind declared, paid or
            made by the Company on any class of its capital stock.

                  (xxvi) The Company has consented to the deposit of the Common
            Shares by the Selling Shareholders with the Depositary and the
            issuance by the Depositary of the ADRs evidencing the ADSs to be
            delivered by the Selling Shareholders, to the Underwriters at each
            Closing Date (as defined below).

                  (xxvii) The Company is not and, after giving effect to the
            offering and sale of the Offered Securities and the application of
            the proceeds thereof as described in the Prospectus, will not be an
            "investment company" as defined in the Investment Company Act of
            1940, as amended (the "INVESTMENT COMPANY ACT").

                  (xxviii) The Company (A) does not expect, for the taxable year
            ending December 31, 2004, to be a "passive foreign investment
            company" ("PFIC") within the meaning of Section 1297 of the United
            States Internal Revenue Code of 1986, as amended; and (B) does not
            anticipate becoming a PFIC in 2005 and the near future taxable
            years.

                                       11
<PAGE>

                  (xxix) Except as disclosed in the Prospectus, no stamp or
            other issuance or transfer taxes or duties and no capital gains,
            income, withholding or other taxes are payable by or on behalf of
            the Underwriters to The Republic of Korea or any political
            subdivision or taxing authority thereof or therein (other than
            Korean tax payable by reason of the fact that, for the Underwriters
            incorporated in The Republic of Korea, their income generally is
            subject to corporate income tax in The Republic of Korea, or for the
            other Underwriters, they have a permanent establishment in The
            Republic of Korea to which the relevant Korean source income is
            attributable) in connection with (A) the deposit of the Common
            Shares by the Company with the Depositary against the issuance of
            ADRs evidencing ADSs, (B) the sale and delivery by the Company of
            the Offered Securities to or for the respective accounts of the
            Underwriters in the manner contemplated in this Agreement, (C) the
            execution and delivery of this Agreement and the Deposit Agreement
            and (D) the sale and delivery by the Underwriters of the Offered
            Securities to the initial purchasers thereof in the manner
            contemplated in the Prospectus.

                  (xxx) The choice of the laws of the State of New York as the
            governing law of this Agreement will be recognized by the courts of
            Korea in so far as such choice of law provision is valid under the
            laws of the State of New York and the consequence of the application
            of laws of the State of New York is not manifestly contrary to the
            public policy of Korea; provided, however, that in the event of any
            legal proceeding brought in a Korean court, the Korean court would
            apply (a) the mandatory laws of Korea which should be applied by
            their nature irrespective of the governing law and (b) the laws of
            Korea bearing upon the capacity of the party incorporated or
            established in Korea to enter into contracts. The Company has the
            power to submit, and pursuant to Section 15 of this Agreement, has
            legally, validly, effectively and irrevocably submitted, to the
            personal jurisdiction of each United States federal court and New
            York state court located in the Borough of Manhattan, in The City of
            New York, New York (each, a "NEW YORK COURT") and has validly and
            irrevocably waived any objection to the laying of venue of a
            proceeding brought in any such court; and the Company has the power
            to designate, appoint and empower, and pursuant to Section 15 of
            this Agreement, has legally, validly, effectively and irrevocably
            designated, appointed and empowered, the Authorized Agent (as
            defined in Section 15 hereof) for service of process in any action
            arising out of or relating to this Agreement or the Offered
            Securities in any New York Court, and service of process effected on
            such Authorized

                                       12
<PAGE>

            Agent will be effective to confer valid personal jurisdiction over
            the Company as provided in Section 15 hereof.

                  (xxxi) Neither the Company nor, to the Company's knowledge,
            any director, officer, agent, employee or other person associated
            with or acting on behalf of the Company is using any corporate funds
            for any unlawful contribution, gift, entertainment or other unlawful
            expenses; is making any direct or indirect unlawful payment to any
            foreign or domestic government official or employee from corporate
            funds; or is in violation of any provision of the United States
            Foreign Corrupt Practices Act of 1977; or is making any bribe,
            rebate, payoff, influence payment, kickback or other unlawful
            payment.

                  (xxxii) Except as disclosed in the Prospectus, no material
            indebtedness (actual or contingent) and no material contract or
            arrangement is outstanding between the Company or any of its
            subsidiaries and any director or executive officer of the Company or
            any of its subsidiaries or any person connected with such director
            or executive officer (including his/her spouse, children, any
            company or undertaking in which he/she holds a controlling
            interest). There are no relationships or transactions between the
            Company or any of its subsidiaries, on the one hand, and its
            affiliates, officers and directors or their shareholders, customers
            or suppliers, on the other, which, although required to be
            disclosed, are not disclosed in the Prospectus.

                  (xxxiii) There are no material contracts or documents that are
            required to be described in the Registration Statements or the
            Prospectus or to be filed as exhibits thereto that have not been so
            described and filed as required.

                  (xxxiv) The Company and its subsidiaries have filed all
            material tax returns required to have been filed by them or have
            duly requested extensions thereof and except as disclosed in the
            Prospectus, there is no tax deficiency that has been determined
            adversely to the Company and its subsidiaries, nor does the Company
            and its subsidiaries have any knowledge of any tax deficiency, in
            each case, except for such failure or deficiency that, individually
            or in the aggregate, would be reasonably be expected to have a
            Material Adverse Effect.

                  (xxxv) Each of the Company and its subsidiaries maintains a
            system of internal and accounting controls which provide reasonable
            assurance that (i) transactions are executed in accordance with
            management's general or specific authorizations; (ii) transactions
            are recorded as necessary to permit timely

                                       13
<PAGE>

            preparation of financial statements in conformity with U.S. GAAP and
            to maintain asset accountability; (iii) the recorded accountability
            of assets is compared with existing assets at reasonable intervals
            and appropriate action is taken with respect to any differences; and
            (iv) access to its assets is permitted only in accordance with
            management's general or specific authorizations. These reports
            provide the basis for the preparation of the Company's consolidated
            financial statements under U.S. GAAP and have been maintained in
            compliance with applicable laws.

                  (xxxvi) Samil PricewaterhouseCoopers, who have audited the
            financial statements of the Company and its subsidiaries and
            delivered their report with respect to the audited consolidated
            financial statements and notes thereto included in the Prospectus,
            are independent public accountants within the meaning of the Act and
            the Exchange Act and the applicable Rules and Regulations
            thereunder.

                  (xxxvii) The section entitled "Management's Discussion and
            Analysis of Financial Condition and Results of Operations --
            Critical Accounting Policies" in the Prospectus accurately and fully
            describes (A) the accounting policies that the Company believes are
            the most important in the portrayal of the Company's financial
            condition and results of operations and that require management's
            most difficult, subjective or complex judgments ("CRITICAL
            ACCOUNTING POLICIES"); (B) the judgments and uncertainties affecting
            the application of critical accounting policies; and (C) the
            likelihood that materially different amounts would be reported under
            different conditions or using different assumptions and an
            explanation thereof.

                  (xxxviii) The Prospectus fairly and accurately describes (A)
            all material trends, demands, commitments and events known to the
            Company, and uncertainties, and the potential effects thereof, that
            the Company believes would materially affect liquidity and are
            reasonably likely to occur; and (B) all off-balance sheet
            transactions arrangements, and obligations, including relationships
            with its unconsolidated entities (if any) that are contractually
            limited to narrow activities that facilitate the transfer of or
            access to assets by the Company or such subsidiary, including,
            without limitation, structured finance entities and special purpose
            entities, or otherwise engage in, or have any obligations under, any
            off-balance sheet transactions or arrangements. As used herein, the
            phrase "reasonably likely" refers to a disclosure threshold lower
            than "more likely than not".

                                       14
<PAGE>

                  (xxxix) Neither the Company nor any of its affiliates has
            taken, directly or indirectly, any action that is designed to or
            that constitutes or that might reasonably be expected to cause or
            result in stabilization or manipulation of the price of any security
            of the Company to facilitate the sale or resale of the Offered
            Securities.

            (b) Each Selling Shareholder represents and warrants to, and agrees
      with, the several Underwriters that:

                  (i) Such Selling Shareholder has and on each Closing Date
            hereinafter mentioned will have valid and unencumbered title to the
            Offered Securities to be delivered by such Selling Shareholder on
            such Closing Date and full right, power and authority to enter into
            this Agreement and to sell, assign, transfer and deliver the Offered
            Securities to be delivered by such Selling Shareholder on such
            Closing Date hereunder; and upon the delivery of and payment for the
            Offered Securities on each Closing Date hereunder the several
            Underwriters will acquire valid and unencumbered title to the
            Offered Securities to be delivered by such Selling Shareholder on
            such Closing Date.

                  (ii) If the Effective Time of the Initial Registration
            Statement is prior to the execution and delivery of this Agreement:
            (A) on the Effective Date of the Initial Registration Statement, the
            Initial Registration Statement conformed in all respects to the
            requirements of the Act and the Rules and Regulations and did not
            include any untrue statement of a material fact or omit to state any
            material fact required to be stated therein or necessary to make the
            statements therein not misleading, (B) on the Effective Date of the
            Additional Registration Statement (if any), each Registration
            Statement conformed, or will conform, in all respects to the
            requirements of the Act and the Rules and Regulations and did not
            include, or will not include, any untrue statement of a material
            fact and did not omit, or will not omit, to state any material fact
            required to be stated therein or necessary to make the statements
            therein not misleading, and (C) on the date of this Agreement, the
            Initial Registration Statement and, if the Effective Time of the
            Additional Registration Statement is prior to the execution and
            delivery of this Agreement, the Additional Registration Statement
            each conforms, and at the time of filing of the Prospectus pursuant
            to Rule 424(b) or (if no such filing is required) at the Effective
            Date of the Additional Registration Statement in which the
            Prospectus is included, each Registration Statement and the
            Prospectus will conform, in all respects to the requirements of the
            Act and the Rules and Regulations, and neither of such documents
            includes, or will include, any untrue statement of a material fact
            or omits, or will omit, to state any

                                       15
<PAGE>

            material fact required to be stated therein or necessary to make the
            statements therein not misleading. If the Effective Time of the
            Initial Registration Statement is subsequent to the execution and
            delivery of this Agreement: on the Effective Date of the Initial
            Registration Statement, the Initial Registration Statement and the
            Prospectus will conform in all respects to the requirements of the
            Act and the Rules and Regulations, neither of such documents will
            include any untrue statement of a material fact or will omit to
            state any material fact required to be stated therein or necessary
            to make the statements therein not misleading. The two preceding
            sentences do not apply to statements in or omissions from a
            Registration Statement or the Prospectus based upon written
            information furnished to the Company by any Underwriter through the
            Representative specifically for use therein, it being understood and
            agreed that the only such information is that described as such in
            Section 7(c), provided that, in case of the Selling Shareholders
            other than Mr. Jung Ryool Kim, the two preceding sentences apply
            only to the extent that any statements in or omissions from a
            Registration Statement or the Prospectus are based on written
            information furnished to the Company by such Selling Shareholders
            specifically for use therein.

                  (iii) There are no contracts, agreements or understandings
            between such Selling Shareholder and any person that would give rise
            to a valid claim against such Selling Shareholder or any Underwriter
            for a brokerage commission, finder's fee or other like payment in
            connection with the offering of the Offered Securities.

                  (iv) Such Selling Shareholder has not taken, and will not
            take, directly or indirectly, any action that is designed to or
            which has constituted or which might reasonably be expected to cause
            or result in stabilization or manipulation of the price of any
            security of the Company to facilitate the sale or resale of the
            Offered Securities.

                  (v) This Agreement has been duly authorized, executed and
            delivered by such Selling Shareholder.

                  (vi) The execution and delivery by such Selling Shareholder
            of, and the performance by such Selling Shareholder of its
            obligations under this Agreement, the Custody Agreement signed by
            such Selling Shareholder and the Company, as custodian, relating to
            the deposit of the common shares to be sold by such Selling
            Shareholder (the "CUSTODY AGREEMENT") and the Power of Attorney
            appointing each Kwan Shik Seo, Sam Yong Lee and Seung Nam Oh as such
            Selling Shareholder's attorneys-

                                       16
<PAGE>

            in-fact (the "ATTORNEYS-IN-FACT") to the extent set forth therein,
            relating to the transactions contemplated hereby and by the
            Registration Statement (the "POWER OF ATTORNEY") and the
            consummation of the transactions contemplated herein will not result
            in a breach or violation of any of the terms and provisions of, or
            constitute a default under, any statute, any rule, regulation or
            order of any governmental agency or body or any court, domestic or
            foreign, having jurisdiction over such Selling Shareholder or any of
            such Selling Shareholder's properties, or any agreement or
            instrument to which such Selling Shareholder is a party or by which
            such Selling Shareholder is bound or to which any of the properties
            of such Selling Shareholder is subject.

                  (vii) The share certificates for the Common Shares to be
            delivered by the Selling Shareholders hereunder have been placed in
            custody with the Company, for delivery of the Offered Securities to
            be sold by the Selling Shareholders under this Agreement, pursuant
            to the Custody Agreements. The Company has the power and authority
            to deliver the Common Shares to the KSD (as defined herein) for the
            account and benefit of the Depositary under the Custody Agreements.

                  (viii) No filing with, or consent, approval, authorization,
            order, registration, qualification or decree of, any court or
            governmental authority or agency, domestic or foreign, is necessary
            or required for the performance by such Selling Shareholder of its
            obligations hereunder, the Custody Agreement or the Power, or in
            connection with the sale and delivery of the Offered Securities
            hereunder or the consummation of the transactions contemplated by
            this Agreement, the Custody Agreement or the Power of Attorney,
            except such as may have previously been made or obtained or as may
            be required under the Act or the Rules and Regulations or U.S. state
            securities laws or Korean laws.

                  (ix) The Custody Agreement and the Power of Attorney have been
            duly authorized, executed and delivered by such Selling Shareholder
            and are valid and binding agreements of such Selling Shareholder.

                  (x) Neither such Selling Shareholder nor any of his, her or
            its affiliates directly, or indirectly through one or more
            intermediaries, controls, or is controlled by, or is under common
            control with, or has any other association with (within the meaning
            of Article I, Section 1(dd) of the By-laws of the National
            Association of Securities Dealers, Inc. ("NASD"), any member firm of
            the NASD.

                                       17
<PAGE>

                  (xi) In the case of the Selling Shareholders other than Mr.
            Jung Ryool Kim, (A) such Selling Shareholder has reviewed the
            Registration Statement and the representations and warranties of the
            Company contained in this Section 2 and has no reason to believe
            that such representations and warranties are not true and correct
            and (B) the sale of the Offered Securities by such Selling
            Shareholder pursuant hereto is not prompted by any information
            concerning the Company or any of its subsidiaries which is not set
            forth in the Prospectus or any supplement thereto.

                  (xii) Each of the Selling Shareholders has the power to
            submit, and pursuant to Section 15 of this Agreement, has legally,
            validly, effectively and irrevocably submitted, to the personal
            jurisdiction of each United States federal court and New York state
            court located in the Borough of Manhattan, in The City of New York,
            New York (each, a "NEW YORK COURT") and has validly and irrevocably
            waived any objection to the laying of venue of a proceeding brought
            in any such court; and such Selling Shareholder has the power to
            designate, appoint and empower, and pursuant to Section 15 of this
            Agreement, has legally, validly, effectively and irrevocably
            designated, appointed and empowered, the Authorized Agent (as
            defined in Section 15 hereof) for service of process in any action
            arising out of or relating to this Agreement or the Offered
            Securities in any New York Court, and service of process effected on
            such Authorized Agent will be effective to confer valid personal
            jurisdiction over the Company as provided in Section 15 hereof.

      3. Purchase, Sale and Delivery of Offered Securities. On the basis of the
representations, warranties and agreements herein contained, but subject to the
terms and conditions herein set forth, the Company and each Selling Shareholder
agree, severally and not jointly, to sell to each Underwriter, and each
Underwriter agrees, severally and not jointly, to purchase from the Company and
each Selling Shareholder, at a purchase price of US$___ per ADS, that number of
Firm ADSs (rounded up or down, as determined by the Representative in its
discretion, in order to avoid fractions) obtained by multiplying 6,510,000 Firm
ADSs in the case of the Company and the number of Firm ADSs set forth opposite
the name of such Selling Shareholder in Schedule A hereto, in the case of a
Selling Shareholder, in each case by a fraction the numerator of which is the
number of Firm ADSs set forth opposite the name of such Underwriter in Schedule
B hereto and the denominator of which is the total number of Firm ADSs.

      The Common Shares underlying the Firm ADSs to be sold by the Company shall
be issued in the name of, and delivered to, the Korea Securities Depository, as
a central securities depositary of Korea and such issuance and delivery shall be
for the account and benefit of the Depositary. The Korea Securities Depositary
is hereinafter defined as KSD, in its capacity as a central

                                       18
<PAGE>

securities depositary of Korea and/or a custodian for the Depositary, as the
case may be. The Company also shall register or cause to be registered such
Common Shares on the shareholders' registry of the Company in the name of the
KSD on or after 10:00 A.M. New York time, on the first Closing Date (as defined
below).

      The Common Shares underlying the Firm ADSs to be sold by the Selling
Shareholders shall be delivered to, the KSD for the account and benefit of the
Depository on or before 10:00 A.M. New York time, on the First Closing Date (as
defined below) by the Company, on behalf of each Selling Shareholder, pursuant
to the Custody Agreements.

      Each of the Selling Shareholders agrees that the Common Shares represented
by the share certificates held in custody with the Company for the Selling
Shareholders under the Custody Agreements are subject to the interests of the
Underwriters, that the arrangements made by the Selling Shareholders for such
custody are to that extent irrevocable, and that the obligations of the Selling
Shareholders hereunder shall not be terminated, whether by the death of any
individual Selling Shareholder or the occurrence of any other event. If any
individual Selling Shareholder should die, or if any other such event should
occur, before the delivery of the Offered Securities hereunder, share
certificates for the Common Shares underlying such Offered Securities shall be
delivered by the Company in accordance with the terms and conditions of this
Agreement as if such death or other event or termination had not occurred,
regardless of whether or not the Company shall have received notice of such
death or other event or termination.

      Payment of the purchase price of the Firm ADSs shall be made in Federal
(same day) funds by wire transfers to the account designated by the Company and
the Selling Shareholders at a bank acceptable to the Representative, at 9:00
A.M., New York time, on February 11, 2005, or at such other time not later than
seven full business days thereafter as the Representative and the Company
determine, such time being herein referred to as the "FIRST CLOSING DATE". Upon
payment of the purchase price as described above, the Firm ADSs to be purchased
by the Underwriters hereunder and the ADRs evidencing such Firm ADSs shall be
delivered in such authorized denominations and registered in such names as the
Underwriters request by or on behalf of the Company and the Selling Shareholders
to the Representative, after 10:00 A.M., New York time, on the First Closing
Date through the facilities of The Depository Trust Company ("DTC"), for the
accounts of the several Underwriters or as such Underwriters may direct.

      In addition, upon written notice from the Representative given to the
Company from time to time not more than 30 days subsequent to the date of the
Prospectus, the Underwriters may purchase all or less than all of the Optional
ADSs at the purchase price per ADS to be paid for the Firm ADSs. The Company
agrees to sell to the Underwriters the respective numbers of Optional ADSs
obtained by multiplying the number of Optional ADSs specified in such notice.
Such Optional ADSs shall be purchased from the Company for the account of

                                       19
<PAGE>

each Underwriter in the same proportion as the number of Firm ADSs set forth
opposite such Underwriter's name bears to the total number of Firm ADSs (subject
to adjustment by the Representative to eliminate fractions) and may be purchased
by the Underwriters only for the purpose of covering over-allotments made in
connection with the sale of the Firm ADSs. No Optional ADSs shall be sold or
delivered unless the Firm ADSs previously have been, or simultaneously are, sold
and delivered. The right to purchase the Optional ADSs or any portion thereof
may be exercised from time to time and to the extent not previously exercised
may be surrendered and terminated at any time upon notice by the Representative
to the Company.

      Each time for the delivery of and payment for the Optional ADSs, being
herein referred to as an "OPTIONAL CLOSING DATE", which may be the First Closing
Date (the First Closing Date and each Optional Closing Date, if any, being
sometimes referred to as a "CLOSING DATE"), shall be determined by the
Representative but shall be not later than five full business days after written
notice of election to purchase Optional ADSs is given. The Common Shares
underlying the Optional ADSs shall be issued in the name of, and delivered to,
the KSD and such issuance and delivery shall be for the account and benefit of
the Depositary. The Company also shall register or cause to be registered such
Common Shares on the shareholders' registry of the Company in the name of the
KSD on or after 10:00 A.M. New York time, on each Optional Closing Date. The
Optional ADSs to be purchased by the Underwriters hereunder and the ADRs
evidencing such Optional ADSs, in definitive form, and in such authorized
denominations and registered in such names as the Underwriters request shall be
delivered by or on behalf of the Company to the Representative on each Optional
Closing Date through the facilities of DTC, for the accounts of the several
Underwriters or as such Underwriters may direct against payment of the purchase
price therefor in Federal (same day) funds by wire transfers to the account
designated by the Company at a bank acceptable to the Representative, at 9:00
A.M., New York time on each Optional Closing Date. The ADRs representing the
Optional ADSs will be made available for checking at the office of DTC or its
designated custodian at least 24 hours prior to each Optional Closing Date.

      As compensation for the Underwriters' commitments, the Company and the
Selling Shareholders, severally and not jointly, will pay on each Closing Date
to the Representative for the Underwriters' proportionate accounts the sum of
US$___ per ADS times the total number of Offered Securities purchased by the
Underwriters from the Company and the Selling Shareholders. Such payment will be
made on each Closing Date with respect to the Offered Securities purchased on
such Closing Date.

      4. Offering by Underwriters. It is understood that the several
Underwriters propose to offer the Offered Securities for sale to the public as
set forth in the Prospectus.

                                       20
<PAGE>

      5. Certain Agreements of the Company and the Selling Shareholders. (a) The
Company agrees with the several Underwriters that:

                  (i) If the Effective Time of the Initial Registration
            Statement is prior to the execution and delivery of this Agreement,
            the Company will file the Prospectus with the Commission pursuant to
            and in accordance with subparagraph (1) (or, if applicable and if
            consented to by the Representative, subparagraph (4)) of Rule 424(b)
            not later than the earlier of (A) the second business day following
            the execution and delivery of this Agreement or (B) the fifteenth
            business day after the Effective Date of the Initial Registration
            Statement. The Company will advise the Representative promptly of
            any such filing pursuant to Rule 424(b). If the Effective Time of
            the Initial Registration Statement is prior to the execution and
            delivery of this Agreement and an additional registration statement
            is necessary to register a portion of the Offered Securities under
            the Act but the Effective Time thereof has not occurred as of such
            execution and delivery, the Company will file the additional
            registration statement or, if filed, will file a post-effective
            amendment thereto with the Commission pursuant to and in accordance
            with Rule 462(b) on or prior to 10:00 P.M., New York time, on the
            date of this Agreement or, if earlier, on or prior to the time the
            Prospectus is printed and distributed to any Underwriter, or will
            make such filing at such later date as shall have been consented to
            by the Representative.

                  (ii) The Company will advise the Representative promptly of
            any proposal to amend or supplement the initial or any additional
            registration statement as filed or the related prospectus or the
            Initial Registration Statement, the Additional Registration
            Statement (if any), the ADS Registration Statement, the 8-A
            Registration Statement or the Prospectus and will not effect such
            amendment or supplementation without the Representative's consent
            (which shall not be unreasonably withheld); and the Company will
            also advise the Representative promptly of the effectiveness of each
            Registration Statement (if its Effective Time is subsequent to the
            execution and delivery of this Agreement), of the ADS Registration
            Statement (if it became effective subsequent to the execution and
            delivery of this Agreement), of the 8-A Registration Statement (if
            it became effective subsequent to the execution and delivery of this
            Agreement) and of any amendment or supplementation of a Registration
            Statement, the ADS Registration Statement, the 8-A Registration
            Statement or the Prospectus and of the institution by the Commission
            of any stop order proceedings in respect of a

                                       21
<PAGE>

            Registration Statement, the ADS Registration Statement or the 8-A
            Registration Statement and will use its best efforts to prevent the
            issuance of any such stop order and to obtain as soon as possible
            its lifting, if issued.

                  (iii) If, at any time when a prospectus relating to the
            Offered Securities is required to be delivered under the Act in
            connection with sales by any Underwriter or dealer prior to the
            expiration of nine months after the date of the Prospectus, any
            event occurs as a result of which the Prospectus as then amended or
            supplemented would include an untrue statement of a material fact or
            omit to state any material fact necessary to make the statements
            therein, in the light of the circumstances under which they were
            made, not misleading, or if it is necessary at any time to amend the
            Prospectus to comply with the Act, the Company will promptly notify
            the Representative of such event and will promptly prepare and file
            with the Commission, at its own expense, an amendment or supplement
            which will correct such statement or omission or an amendment which
            will effect such compliance; and in case any Underwriter is required
            to deliver a Prospectus in connection with sales of any of the ADSs
            at any time nine months or more after the date of the Prospectus,
            upon your request but at the expense of such Underwriter, to prepare
            and deliver to such Underwriter as many copies as you may reasonably
            request of an amended or supplemented Prospectus complying the
            Section 10(a)(3) of the Act. Neither the Representative's consent
            to, nor the Underwriters' delivery of, any such amendment or
            supplement shall constitute a waiver of any of the conditions set
            forth in Section 6.

                  (iv) As soon as practicable, but not later than the
            Availability Date (as defined below), the Company will make
            generally available to its securityholders an earnings statement
            covering a period of at least 12 months beginning after the
            Effective Date of the Initial Registration Statement (or, if later,
            the Effective Date of the Additional Registration Statement) which
            will satisfy the provisions of Section 11(a) of the Act. For the
            purpose of the preceding sentence, "AVAILABILITY DATE" means the
            45th day after the end of the fourth fiscal quarter following the
            fiscal quarter that includes such Effective Date, except that, if
            such fourth fiscal quarter is the last quarter of the Company's
            fiscal year, "AVAILABILITY DATE" means the 90th day after the end of
            such fourth fiscal quarter.

                  (v) The Company will furnish to the Representative copies of
            each Registration Statement, ADS Registration Statement and 8-A
            Registration Statement (of which two of each

                                       22
<PAGE>

            will be signed and will include all exhibits), each related
            preliminary prospectus, and, so long as a prospectus relating to the
            Offered Securities is required to be delivered under the Act in
            connection with sales by any Underwriter or dealer, the Prospectus
            and all amendments and supplements to such documents, in each case
            in such quantities as the Representative requests. To the extent
            practicable, the Prospectus shall be so furnished on or prior to
            3:00 P.M., New York time, on the business day following the later of
            the execution and delivery of this Agreement or the Effective Time
            of the Initial Registration Statement. All other such documents
            shall be so furnished as soon as available.

                  (vi) The Company will use its best efforts to arrange for the
            qualification of the Offered Securities for sale under the laws of
            such jurisdictions as the Representative reasonably requests and
            will continue such qualifications in effect so long as required for
            the distribution.

                  (vii) For the period specified below ( the "LOCK-UP PERIOD"),
            the Company will not offer, sell, contract to sell, pledge or
            otherwise dispose of, directly or indirectly, or file with the
            Commission a registration statement under the Act relating to, any
            additional ADSs or Common Shares or securities convertible into or
            exchangeable or exercisable for any ADSs or Common Shares, enter
            into a transaction which would have the same effect, or enter into
            any swap, hedge or other arrangement that transfers, in whole or in
            part, any of the economic consequences of ownership of ADSs or
            Common Shares, whether any such aforementioned transaction is to be
            settled by delivery of ADSs or Common Shares or such other
            securities, in cash or otherwise, or publicly disclose the intention
            to make any such offer, sale, pledge, disposition or filing, or
            enter into any such transaction, swap, hedge or other arrangement,
            without, in each case, the prior written consent of the
            Representative, except grants of the employee stock options pursuant
            to the terms of a plan in effect on the date hereof. The initial
            Lock-Up Period will commence on the date of this Agreement and
            continue for 180 days after the date of the commencement of the
            public offering of the Offered Securities or such earlier date that
            the Representative consents to in writing; provided, however, that
            if (1) during the last 17 days of the initial Lock-Up

                                       23
<PAGE>

            Period, the Company releases earnings results or material news or a
            material event relating to the Company occurs or (2) prior to the
            expiration of the initial Lock-Up period, the Company announces that
            it will release earnings results during the 16-day period beginning
            on the last day of the initial Lock-Up Period, then in each case the
            Lock-Up Period will be extended until the expiration of the 18-day
            period beginning on the date of release of the earnings results or
            the occurrence of the material news or material event, as
            applicable, unless the Representative waives, in writing, such
            extension. The Company will provide the Representative with notice
            of any announcement described in clause (2) of the preceding
            sentence that gives rise to an extension of the Lock-up Period.

                  (viii) The Company shall use its best efforts to maintain the
            listing of the ADSs on NASDAQ.

                  (ix) The Company agrees to file with the NASD, NASDAQ, the
            Commission and any other governmental or regulatory agency,
            authority or instrumentality in the United States and The Republic
            of Korea, as may be required, such reports, documents, agreements
            and other information which the Company may from time to time be
            required to file, including those relating to the implementation and
            payment of dividends or other distributions on the Offered
            Securities.

                  (x) The Company will take such steps as shall be necessary to
            ensure that it will not be or become, within one year of the First
            Closing Date, an "investment company" as defined in the Investment
            Company Act.

                  (xi) After 10:00 A.M. New York time on each Closing Date, but
            as soon as practically possible, the Company shall cause the KSD to
            confirm that the KSD was registered the Common Shares underlying the
            Firm or the Optional ADSs (as the case may be) in the name of the
            Depositary in the registry maintained by the KSD.

                  (xii) The Company agrees to apply the net proceeds to be
            received by the Company from the sale of the Offered Securities as
            set forth under the caption "Use of Proceeds" in the Prospectus and
            to file with the Commission such information on Form 20-F as may be
            required by Rule 463 under the Act.

                  (xiii) During a period of three years from the Effective Date,
            the Company agrees to furnish to the Representative as soon as they
            are available, copies of all reports or other communications
            (financial or other) furnished to shareholders, to the extent such
            materials are not otherwise publicly available.

                                       24
<PAGE>

                  (xiv) The Company agrees to use its best efforts to comply
            with all applicable laws, rules and regulations of the U.S.
            Sarbanes-Oxley Act of 2002.

                  (xv) The Company agrees not to (and to use its best efforts to
            cause its affiliates not to) take, directly or indirectly, any
            action which is designed to or which constitutes or that might
            reasonably be expected to cause or result in stabilization or
            manipulation of the price of any security of the Company to
            facilitate the sale or resale of the Offered Securities.

                  (xvi) The Company agrees to comply in all material respects
            with the Deposit Agreement so that ADRs evidencing ADSs to be
            delivered to each Underwriters at each Closing Date are executed by
            the Depositary (and, if applicable, counter-signed).

                  (xvii) The Company will pay the expenses incurred in
            connection with the offering of the Offered Securities by the
            Company as set forth in a side letter dated the date hereof among
            the Company, the Selling Shareholders and the Underwriters (the
            "EXPENSE SIDE LETTER").

                  (xviii) The Company will indemnify and hold harmless the
            Underwriters against any documentary, stamp or similar issue tax,
            including any interest and penalties, payable in the Republic of
            Korea, on the creation, issue and sale by the Company of the Offered
            Securities and on the execution and delivery of this Agreement and
            the Deposit Agreement as set forth in the Expense Side Letter. All
            payments to be made by the Company hereunder shall be made without
            withholding or deduction for or on account of any present or future
            taxes, duties or governmental charges whatsoever unless the Company
            is compelled by law to deduct or withhold such taxes, duties or
            charges. In that event, the Company shall pay such additional
            amounts as may be necessary in order that the net amounts received
            after such withholding or deduction shall equal the amounts that
            would have been received if no withholding or deduction had been
            made.

            (b) Each Selling Shareholder agrees with the several Underwriters
      that:

                  (i) For the period specified below ( the "LOCK-UP PERIOD"),
            not to offer, sell, contract to sell, pledge or otherwise dispose
            of, directly or indirectly, any additional ADSs or Common Shares or
            securities convertible into or exchangeable or exercisable for any
            ADSs or Common Shares, enter into a

                                       25
<PAGE>

            transaction which would have the same effect, or enter into any
            swap, hedge or other arrangement that transfers, in whole or in
            part, any of the economic consequences of ownership of ADSs or
            Common Shares, whether any such aforementioned transaction is to be
            settled by delivery of ADSs or Common Shares or such other
            securities, in cash or otherwise, or publicly disclose the intention
            to make any such offer, sale, pledge or disposition, or enter into
            any such transaction, swap, hedge or other arrangement, without, in
            each case, the prior written consent of the Representative. Each of
            the Selling Shareholders agrees that, without the prior written
            consent of the Representative, it will not, during the Lock-Up
            Period, make any demand for or exercise any right with respect to,
            the registration of any ADS or Common Share or any security
            convertible into or exercisable or exchangeable for the ADSs or
            Common Shares. The initial Lock-Up Period will commence on the date
            of this Agreement and continue for 180 days after the date of the
            commencement of the public offering of the Offered Securities or
            such earlier date that the Representative consents to in writing;
            provided, however, that if (1) during the last 17 days of the
            initial Lock-Up Period, the Company releases earnings results or
            material news or a material event relating to the Company occurs or
            (2) prior to the expiration of the initial Lock-Up period, the
            Company announces that it will release earnings results during the
            16-day period beginning on the last day of the initial Lock-Up
            Period, then in each case the Lock-Up Period will be extended until
            the expiration of the 18-day period beginning on the date of release
            of the earnings results or the occurrence of the material news or
            material event, as applicable, unless the Representative waives, in
            writing, such extension.

                  (ii) The Selling Shareholders will pay the expenses incurred
            in connection with the offering of the Offered Securities by such
            Selling Shareholders as set forth in the Expense Side Letter.

                  (iii) The Selling Shareholders will indemnify and hold
            harmless the Underwriters against any documentary, stamp or similar
            issue tax, including any interest and penalties, on the creation,
            issue and sale by the Selling Shareholders of the Offered Securities
            and on the execution and delivery of this Agreement as set forth in
            the Expense Side Letter. All payments to be made by the Selling
            Shareholders hereunder shall be made without withholding or
            deduction for or on account of any present or future taxes, duties
            or governmental charges whatsoever unless the Selling Shareholders
            are compelled by law to deduct or

                                       26
<PAGE>

            withhold such taxes, duties or charges. In that event, the Selling
            Shareholders shall pay such additional amounts as may be necessary
            in order that the net amounts received after such withholding or
            deduction shall equal the amounts that would have been received if
            no withholding or deduction had been made.

                  (iv) Mr. Jung Ryool Kim, as a Selling Shareholder, agrees to
            advise the Representative promptly, and if requested by it, to
            confirm such advice in writing, so long as delivery of a prospectus
            relating to the Offered Securities by an underwriter or dealer may
            be required under the Act, of (A) any material change in the
            Company's condition (financial or otherwise), prospects, earnings,
            business or properties that comes to the attention of such Selling
            Shareholder, (B) any change in information in the Registration
            Statements, the ADS Registration Statement, the 8-A Registration
            Statement or the Prospectus relating to such Selling Shareholder or
            (C) any new material information relating to the Company or relating
            to any matter stated in the Prospectus that comes to the attention
            of such Selling Shareholder.

                  (v) In order to document the Underwriters' compliance with the
            reporting and withholding provisions of the Tax Equity and Fiscal
            Responsibility Act of 1982 with respect to the transactions herein
            contemplated, such Selling Shareholder will deliver to you prior to
            or at the First Closing Date a properly completed and executed
            United States Treasury Department Form W-8BEN (or other applicable
            form or statement specified by Treasury Department regulations in
            lieu thereof).

      6. Conditions of the Obligations of the Underwriters. The obligations of
the several Underwriters to purchase and pay for the Firm ADSs on the First
Closing Date and the Optional ADSs to be purchased on each Optional Closing Date
will be subject to the accuracy of the representations and warranties on the
part of the Company and the Selling Shareholders herein, to the accuracy of the
statements of Company officers made pursuant to the provisions hereof, to the
performance by the Company and the Selling Shareholders of their obligations
hereunder and to the following additional conditions precedent:

            (a) The Representative shall have received a letter, dated the date
      of delivery thereof (which, if the Effective Time of the Initial
      Registration Statement is prior to the execution and delivery of this
      Agreement, shall be on or prior to the date of this Agreement or, if the
      Effective Time of the Initial Registration Statement is subsequent to the
      execution and delivery of this Agreement, shall be prior to the filing of
      the amendment or post-effective amendment to the registration statement to
      be filed shortly prior to such Effective Time), of Samil
      PricewaterhouseCoopers confirming that they are independent public

                                       27
<PAGE>

      accountants within the meaning of the Act and the applicable published
      Rules and Regulations thereunder and stating to the effect set forth in
      Exhibit A hereto.

            (b) If the Effective Time of the Initial Registration Statement is
      not prior to the execution and delivery of this Agreement, such Effective
      Time shall have occurred not later than 10:00 P.M., New York time, on the
      date of this Agreement or such later date as shall have been consented to
      by the Representative. If the Effective Time of the Additional
      Registration Statement (if any) is not prior to the execution and delivery
      of this Agreement, such Effective Time shall have occurred not later than
      10:00 P.M., New York time, on the date of this Agreement or, if earlier,
      the time the Prospectus is printed and distributed to any Underwriter, or
      shall have occurred at such later date as shall have been consented to by
      the Representative. If the Effective Time of the Initial Registration
      Statement is prior to the execution and delivery of this Agreement, the
      Prospectus shall have been filed with the Commission in accordance with
      the Rules and Regulations and Section 5(a) of this Agreement. Prior to
      such Closing Date, no stop order suspending the effectiveness of a
      Registration Statement shall have been issued and no proceedings for that
      purpose shall have been instituted or, to the knowledge of any Selling
      Shareholder, the Company or the Representative, shall be contemplated by
      the Commission.

            (c) Subsequent to the execution and delivery of this Agreement,
      there shall not have occurred (i) any change, or any development or event
      involving a prospective change, in the condition (financial or other),
      business, properties or results of operations of the Company and its
      subsidiaries taken as one enterprise which, in the judgment of a majority
      in interest of the Underwriters including the Representative, is material
      and adverse and makes it impractical or inadvisable to proceed with
      completion of the public offering or the sale of and payment for the
      Offered Securities; (ii) any downgrading in the rating of any debt
      securities of the Company by any "nationally recognized statistical rating
      organization" (as defined for purposes of Rule 436(g) under the Act), or
      any public announcement that any such organization has under surveillance
      or review its rating of any debt securities of the Company (other than an
      announcement with positive implications of a possible upgrading, and no
      implication of a possible downgrading, of such rating); (iii) any change
      in the United States, The Republic of Korea or international financial,
      political or economic conditions or currency exchange rates or exchange
      controls as would, in the judgment of a majority in interest of the
      Underwriters including the Representative, be likely to prejudice
      materially the success of the proposed issue, sale or distribution of the
      Offered Securities, whether in the primary market or in respect of
      dealings in the secondary market; (iv) any material suspension

                                       28
<PAGE>

      or material limitation of trading in securities generally on the New York
      Stock Exchange, NASDAQ or the Korea Stock Exchange, or any setting of
      minimum prices for trading on such exchange (other than as a result of the
      maximum and minimum trading price system of the Korea Stock Exchange,
      existing as of the date hereof); (v) or any suspension of trading of any
      securities of the Company on any exchange or in the over-the-counter
      market; (vi) any banking moratorium declared by U.S. Federal, New York or
      Korean authorities; (vii) any major disruption of settlements of
      securities or clearance services in the United States or (viii) any attack
      on, outbreak or escalation of hostilities or act of terrorism involving
      the United States or The Republic of Korea, any declaration of war by the
      Congress of the United States or any other national or international
      calamity or emergency if, in the judgment of a majority in interest of the
      Underwriters including the Representative, the effect of any such attack,
      outbreak, escalation, act, declaration, calamity or emergency makes it
      impractical or inadvisable to proceed with completion of the public
      offering or the sale of and payment for the Offered Securities.

            (d) The Representative shall have received an opinion, dated such
      Closing Date, of Simpson Thacher & Bartlett LLP, United States counsel for
      the Company, to the effect set forth in Exhibit B.

            (e) The Representative shall have received an opinion, dated such
      Closing Date, of Kim & Chang, Korean counsel for the Company, to the
      effect set forth in Exhibit C.

            (f) The Representative shall have received an opinion, dated such
      Closing Date, of counsel to each of the Selling Shareholders, in form and
      substance satisfactory to the Representative.

            (g) The Representative shall have received from Davis Polk &
      Wardwell, United States counsel for the Underwriters, an opinion, dated
      such Closing Date, in form and substance satisfactory to the
      Representative.

            (h) The Representative shall have received from Shin & Kim, Korean
      counsel for the Underwriters, an opinion, dated such Closing Date, in form
      and substance satisfactory to the Representative.

            (i) The Representative shall have received an opinion, dated such
      Closing Date, of Emmet, Marvin & Martin, counsel for the Depositary, to
      the effect set forth in Exhibit D.

            (j) The Representative shall have received a certificate, dated such
      Closing Date, of the President or any Vice President and a principal
      financial or accounting officer of the Company in which such officers, to
      the best of their knowledge after reasonable investigation, shall state
      that:

                                       29
<PAGE>

      the representations and warranties of the Company in this Agreement are
      true and correct; the Company has complied with all agreements and
      satisfied all conditions on its part to be performed or satisfied
      hereunder at or prior to such Closing Date; no stop order suspending the
      effectiveness of any Registration Statement has been issued and no
      proceedings for that purpose have been instituted or are contemplated by
      the Commission; the Additional Registration Statement (if any) satisfying
      the requirements of subparagraphs (1) and (3) of Rule 462(b) was filed
      pursuant to Rule 462(b), including payment of the applicable filing fee in
      accordance with Rule 111(a) or (b) under the Act, prior to the time the
      Prospectus was printed and distributed to any Underwriter; and, subsequent
      to the date of the most recent financial statements in the Prospectus,
      there has been no material adverse change, nor any development or event
      involving a prospective material adverse change, in the condition
      (financial or other), business, properties or results of operations of the
      Company and its subsidiaries taken as a whole except as set forth in the
      Prospectus or as described in such certificate.

            (k) The Representative shall have received a letter, dated such
      Closing Date, of Samil PricewaterhouseCoopers which meets the requirements
      of subsection (a) of this Section, except that the specified date referred
      to in such subsection will be a date not more than three business days
      prior to such Closing Date for the purposes of this subsection.

            (l) On or prior to the date of this Agreement, the Representative
      shall have received lockup letters from each of the executive officers and
      directors of the Company who are not the Selling Shareholders.

            (m) The Company and the Depositary shall have executed and delivered
      the Deposit Agreement and the Deposit Agreement shall be in full force and
      effect.

            (n) The Depositary shall have delivered to the Company at each
      Closing Date, certificates satisfactory to the Underwriters evidencing the
      deposit with the Depositary of the Common Shares being so deposited
      against issuance of ADRs evidencing the Offered Securities to be delivered
      by the Company at such Closing Date, and the execution, countersignature
      (if applicable), issuance and delivery of ADRs evidencing such Offered
      Securities pursuant to the Deposit Agreement.

            (o) The ADSs to be delivered on the Closing Date shall have been
      approved for listing for quotation on NASDAQ, subject to official notice
      of issuance.

                                       30
<PAGE>

            (p) The Representative shall have received a certificate, dated such
      Closing Date, of the Selling Shareholders in which such Selling
      Shareholder, to the best of his knowledge after reasonable investigation,
      shall state that: the representations and warranties of the Selling
      Shareholders in Section 2(b) of this Agreement are true and correct; and
      such Selling Shareholder has complied with all agreements and satisfied
      all conditions on its part to be performed or satisfied hereunder at or
      prior to such Closing Date.

            (q) Each of the Custody Agreement and the Power of Attorney has been
      duly authorized, executed and delivered by each of the Selling
      Shareholders and is a valid and binding agreement of such Selling
      Shareholder.

The Selling Shareholders and the Company will furnish the Representative with
such conformed copies of such opinions, certificates, letters and documents as
the Representative reasonably requests. The Representative may in its sole
discretion waive on behalf of the Underwriters compliance with any conditions to
the obligations of the Underwriters hereunder, whether in respect of an Optional
Closing Date or otherwise.

      7. Indemnification and Contribution.

            (a) The Company will indemnify and hold harmless each Underwriter,
      its partners, members, directors, officers and its affiliates and each
      person, if any who controls such Underwriter within the meaning of Section
      15 of the Act, against any losses, claims, damages or liabilities, joint
      or several, to which such Underwriter may become subject, under the Act or
      otherwise, insofar as such losses, claims, damages or liabilities (or
      actions in respect thereof) arise out of or are based upon any untrue
      statement or alleged untrue statement of any material fact contained in
      any Registration Statement, the ADS Registration Statement, the
      Prospectus, or any amendment or supplement thereto, or any related
      preliminary prospectus, or arise out of or are based upon the omission or
      alleged omission to state therein a material fact required to be stated
      therein or necessary to make the statements therein not misleading, and
      will reimburse each Underwriter for any legal or other expenses reasonably
      incurred by such Underwriter in connection with investigating or defending
      any such loss, claim, damage, liability or action as such expenses are
      incurred; provided, however, that the Company will not be liable in any
      such case to the extent that any such loss, claim, damage or liability
      arises out of or is based upon an untrue statement or alleged untrue
      statement in or omission or alleged omission from any of such documents in
      reliance upon and in conformity with written information furnished to the
      Company by any Underwriter through the Representative specifically for use
      therein, it being understood and agreed that the only such information
      furnished by any Underwriter consists of the information

                                       31
<PAGE>

      described as such in subsection (c) below; and provided, further, that
      with respect to any untrue statement or alleged untrue statement in or
      omission or alleged omission from any preliminary prospectus the indemnity
      agreement contained in this subsection (a) shall not inure to the benefit
      of any Underwriter from whom the person asserting any such losses, claims,
      damages or liabilities purchased the Offered Securities concerned, to the
      extent that a prospectus relating to such Offered Securities was required
      to be delivered by such Underwriter under the Act in connection with such
      purchase and any such loss, claim, damage or liability of such Underwriter
      results from the fact that there was not sent or given to such person, at
      or prior to the written confirmation of the sale of such Offered
      Securities to such person, a copy of the Prospectus if the Company had
      previously furnished copies thereof in sufficient quantities to such
      Underwriter.

            (b) The Selling Shareholders, severally but not jointly, will
      indemnify and hold harmless each Underwriter, its partners, members,
      directors, officers and its affiliates and each person who controls such
      Underwriter within the meaning of Section 15 of the Act, against any
      losses, claims, damages or liabilities, joint or several, to which such
      Underwriter may become subject, under the Act or otherwise, insofar as
      such losses, claims, damages or liabilities (or actions in respect
      thereof) arise out of or are based upon any untrue statement or alleged
      untrue statement of any material fact contained in any Registration
      Statement, the ADS Registration Statement, the Prospectus, or any
      amendment or supplement thereto, or any related preliminary prospectus, or
      arise out of or are based upon the omission or alleged omission to state
      therein a material fact required to be stated therein or necessary to make
      the statements therein not misleading, and will reimburse each Underwriter
      for any legal or other expenses reasonably incurred by such Underwriter in
      connection with investigating or defending any such loss, claim, damage,
      liability or action as such expenses are incurred; provided, however, that
      the Selling Shareholders will not be liable in any such case to the extent
      that any such loss, claim, damage or liability arises out of or is based
      upon an untrue statement or alleged untrue statement in or omission or
      alleged omission from any of such documents in reliance upon and in
      conformity with written information furnished to the Company by an
      Underwriter through the Representative specifically for use therein, it
      being understood and agreed that the only such information furnished by
      any Underwriter consists of the information described as such in
      subsection (c) below and; provided, further, that the Selling Shareholders
      other than Mr. Jung Ryool Kim shall only be subject to such liability to
      the extent that the untrue statement or alleged untrue statement or
      omission or alleged omission is based upon information provided by such
      Selling Shareholder or contained in a representation or warranty given by
      such Selling Shareholder in this Agreement; provided, further, that the
      liability under this subsection of each Selling Shareholder shall be
      limited to an amount

                                       32
<PAGE>

      equal to the aggregate gross proceeds to such Selling Shareholder from the
      sale of Offered Securities sold by such Selling Shareholder hereunder; and
      provided, further, that with respect to any untrue statement or alleged
      untrue statement in or omission or alleged omission from any preliminary
      prospectus the indemnity agreement contained in this subsection (b) shall
      not inure to the benefit of any Underwriter from whom the person asserting
      any such losses, claims, damages or liabilities purchased the Offered
      Securities concerned, to the extent that a prospectus relating to such
      Offered Securities was required to be delivered by such Underwriter under
      the Act in connection with such purchase and any such loss, claim, damage
      or liability of such Underwriter results from the fact that there was not
      sent or given to such person, at or prior to the written confirmation of
      the sale of such Offered Securities to such person, a copy of the
      Prospectus if the Company had previously furnished copies thereof in
      sufficient quantities to such Underwriter.

            (c) Each Underwriter will severally and not jointly indemnify and
      hold harmless the Company, its directors and officers and each person, if
      any, who controls the Company within the meaning of Section 15 of the Act,
      and each Selling Shareholder against any losses, claims, damages or
      liabilities to which the Company or such Selling Shareholder may become
      subject, under the Act or otherwise, insofar as such losses, claims,
      damages or liabilities (or actions in respect thereof) arise out of or are
      based upon any untrue statement or alleged untrue statement of any
      material fact contained in any Registration Statement, the ADS
      Registration Statement, the Prospectus, or any amendment or supplement
      thereto, or any related preliminary prospectus, or arise out of or are
      based upon the omission or the alleged omission to state therein a
      material fact required to be stated therein or necessary to make the
      statements therein not misleading, in each case to the extent, but only to
      the extent, that such untrue statement or alleged untrue statement or
      omission or alleged omission was made in reliance upon and in conformity
      with written information furnished to the Company by such Underwriter
      through the Representative specifically for use therein, and will
      reimburse any legal or other expenses reasonably incurred by the Company
      and each Selling Shareholder in connection with investigating or defending
      any such loss, claim, damage, liability or action as such expenses are
      incurred, it being understood and agreed that the only such information
      furnished by any Underwriter consists of the following information in the
      Prospectus furnished on behalf of each Underwriter: the concession and
      reallowance figures appearing in the fifith paragraph under the caption
      "Underwriting".

            (d) Promptly after receipt by an indemnified party under this
      Section of notice of the commencement of any action, such indemnified
      party will, if a claim in respect thereof is to be made against an
      indemnifying party under subsection (a), (b) or (c) above, notify the

                                       33
<PAGE>

      indemnifying party of the commencement thereof; but the failure to notify
      the indemnifying party shall not relieve it from any liability that it may
      have under subsection (a), (b) or (c) above except to the extent that it
      has been materially prejudiced (through the forfeiture of substantive
      rights or defenses) by such failure; and provided further that the failure
      to notify the indemnifying party shall not relieve it from any liability
      that it may have to an indemnified party otherwise than under subsection
      (a), (b) or (c) above. In case any such action is brought against any
      indemnified party and it notifies an indemnifying party of the
      commencement thereof, the indemnifying party will be entitled to
      participate therein and, to the extent that it may wish, jointly with any
      other indemnifying party similarly notified, to assume the defense
      thereof, with counsel reasonably satisfactory to such indemnified party
      (who shall not, except with the consent of the indemnified party, be
      counsel to the indemnifying party), and after notice from the indemnifying
      party to such indemnified party of its election so to assume the defense
      thereof, the indemnifying party will not be liable to such indemnified
      party under this Section for any legal or other expenses subsequently
      incurred by such indemnified party in connection with the defense thereof
      other than reasonable costs of investigation. No indemnifying party shall,
      without the prior written consent of the indemnified party, effect any
      settlement of any pending or threatened action in respect of which any
      indemnified party is or could have been a party and indemnity could have
      been sought hereunder by such indemnified party unless such (i) settlement
      includes an unconditional release of such indemnified party from all
      liability on any claims that are the subject matter of such action and
      (ii) does not include a statement as to, or an admission of, fault,
      culpability or a failure to act by or on behalf of an indemnified party.

            (e) If the indemnification provided for in this Section is
      unavailable or insufficient to hold harmless an indemnified party under
      subsection (a), (b) or (c) above, then each indemnifying party shall
      contribute to the amount paid or payable by such indemnified party as a
      result of the losses, claims, damages or liabilities referred to in
      subsection (a), (b) or (c) above (i) in such proportion as is appropriate
      to reflect the relative benefits received by the Company and the Selling
      Shareholders on the one hand and the Underwriters on the other from the
      offering of the Securities or (ii) if the allocation provided by clause
      (i) above is not permitted by applicable law, in such proportion as is
      appropriate to reflect not only the relative benefits referred to in
      clause (i) above but also the relative fault of the Company and the
      Selling Shareholders on the one hand and the Underwriters on the other in
      connection with the statements or omissions which resulted in such losses,
      claims, damages or liabilities as well as any other relevant equitable
      considerations. The relative benefits received by the Company and the
      Selling Shareholders on the one hand and the Underwriters on the other
      shall be deemed to be in the same

                                       34
<PAGE>

      proportion as the total net proceeds from the offering (before deducting
      expenses) received by the Company and the Selling Shareholders bear to the
      total underwriting discounts and commissions received by the Underwriters,
      in each case as set forth in the table on the cover page of the
      Prospectus. The relative fault shall be determined by reference to, among
      other things, whether the untrue or alleged untrue statement of a material
      fact or the omission or alleged omission to state a material fact relates
      to information supplied by the Company, the Selling Shareholders or the
      Underwriters and the parties' relative intent, knowledge, access to
      information and opportunity to correct or prevent such untrue statement or
      omission. The amount paid by an indemnified party as a result of the
      losses, claims, damages or liabilities referred to in the first sentence
      of this subsection (e) shall be deemed to include any legal or other
      expenses reasonably incurred by such indemnified party in connection with
      investigating or defending any action or claim which is the subject of
      this subsection (e). Notwithstanding the provisions of this subsection
      (e), no Underwriter shall be required to contribute any amount in excess
      of the amount by which the total price at which the Securities
      underwritten by it and distributed to the public were offered to the
      public exceeds the amount of any damages which such Underwriter has
      otherwise been required to pay by reason of such untrue or alleged untrue
      statement or omission or alleged omission. No person guilty of fraudulent
      misrepresentation (within the meaning of Section 11(f) of the Act) shall
      be entitled to contribution from any person who was not guilty of such
      fraudulent misrepresentation. The Underwriters' obligations in this
      subsection (e) to contribute are several in proportion to their respective
      underwriting obligations and not joint.

            (f) The obligations of the Company and the Selling Shareholders
      under this Section shall be in addition to any liability which the Company
      and the Selling Shareholders may otherwise have and shall extend, upon the
      same terms and conditions, to each person, if any, who controls any
      Underwriter within the meaning of the Act; and the obligations of the
      Underwriters under this Section shall be in addition to any liability
      which the respective Underwriters may otherwise have and shall extend,
      upon the same terms and conditions, to each director of the Company, to
      each officer of the Company who has signed a Registration Statement and to
      each person, if any, who controls the Company within the meaning of the
      Act.

      8. Default of Underwriters. If any Underwriter or Underwriters default in
their obligations to purchase Offered Securities hereunder on either the First
or any Optional Closing Date and the aggregate number of shares of Offered
Securities that such defaulting Underwriter or Underwriters agreed but failed to
purchase does not exceed 10% of the total number of shares of Offered Securities
that the Underwriters are obligated to purchase on such Closing Date, the

                                       35
<PAGE>

Representative may make arrangements satisfactory to the Company and the Selling
Shareholders for the purchase of such Offered Securities by other persons,
including any of the Underwriters, but if no such arrangements are made by such
Closing Date, the non-defaulting Underwriters shall be obligated severally, in
proportion to their respective commitments hereunder, to purchase the Offered
Securities that such defaulting Underwriters agreed but failed to purchase on
such Closing Date. If any Underwriter or Underwriters so default and the
aggregate number of shares of Offered Securities with respect to which such
default or defaults occur exceeds 10% of the total number of shares of Offered
Securities that the Underwriters are obligated to purchase on such Closing Date
and arrangements satisfactory to the Representative, the Company and the Selling
Shareholders for the purchase of such Offered Securities by other persons are
not made within 36 hours after such default, this Agreement will terminate
without liability on the part of any non-defaulting Underwriter, the Company or
the Selling Shareholders, except as provided in Section 9 (provided that if such
default occurs with respect to Optional ADSs after the First Closing Date, this
Agreement will not terminate as to the Firm ADSs or any Optional ADSs purchased
prior to such termination). As used in this Agreement, the term "Underwriter"
includes any person substituted for an Underwriter under this Section. Nothing
herein will relieve a defaulting Underwriter from liability for its default.

      9. Survival of Certain Representations and Obligations. The respective
indemnities, agreements, representations, warranties and other statements of the
Selling Shareholders, of the Company or its officers and of the several
Underwriters set forth in or made pursuant to this Agreement will remain in full
force and effect, regardless of any investigation, or statement as to the
results thereof, made by or on behalf of any Underwriter, any Selling
Shareholder, the Company or any of their respective representatives, officers or
directors or any controlling person, and will survive delivery of and payment
for the Offered Securities. If this Agreement is terminated pursuant to Section
8 or if for any reason the purchase of the Offered Securities by the
Underwriters is not consummated, the Company and the Selling Shareholders shall
remain responsible for the expenses to be paid or reimbursed by them pursuant to
Section 5 and the respective obligations of the Company, the Selling
Shareholders, and the Underwriters pursuant to Section 7 shall remain in effect,
and if any Offered Securities have been purchased hereunder, the representations
and warranties in Section 2 and all obligations under Section 5 shall also
remain in effect. If the purchase of the Offered Securities by the Underwriters
is not consummated for any reason other than solely because of the termination
of this Agreement pursuant to Section 8 or the occurrence of any event specified
in clause (iii), (iv), (vi), (vii) or (viii) of Section 6(c), the Company will
reimburse the Underwriters for all out-of-pocket expenses as set forth in the
Expense Side Letter.

      10. Notices. All communications hereunder will be in writing and, if sent
to the Underwriters, will be mailed, delivered or telegraphed and confirmed

                                       36
<PAGE>

to the Representative at Eleven Madison Avenue, New York, N.Y. 10010-3629,
Attention: Transactions Advisory Group, or, if sent to the Company or the
Selling Shareholders or any of them, will be mailed, delivered or telegraphed
and confirmed to it at Shingu Building, 620-2 Shinsa-dong, Gangnam-gu, Seoul
135-894, Korea, Attention: Sam-Yong, Lee ; provided, however, that any notice to
an Underwriter pursuant to Section 7 will be mailed, delivered or telegraphed
and confirmed to such Underwriter.

      11. Successors. This Agreement will inure to the benefit of and be binding
upon the parties hereto and their respective personal representatives and
successors and the officers and directors and controlling persons referred to in
Section 7, and no other person will have any right or obligation hereunder.

      12. Representation. The Representative will act for the several
Underwriters in connection with the transactions contemplated by this Agreement,
and any action under this Agreement taken by the Representative will be binding
upon all the Underwriters.

      13. Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be deemed to be an original, but all such
counterparts shall together constitute one and the same Agreement.

      14. Applicable Law. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO PRINCIPLES
OF CONFLICTS OF LAWS.

      15. Consent to Jurisdiction. Each of the Company and the Selling
Shareholders hereby submits to the non-exclusive jurisdiction of the Federal and
state courts in the Borough of Manhattan in The City of New York in any suit or
proceeding arising out of or relating to this Agreement or the transactions
contemplated hereby. Each of the Company and the Selling Shareholders
irrevocably waives, to the fullest extent permitted by law, any objection which
it may now or hereafter have to the laying of venue of any such suit or
proceeding brought in such a court and any claim that any such suit or
proceeding brought in such a court has been brought in an inconvenient forum.
Each of the Company and the Selling Shareholders irrevocably appoints CT
Corporation System, 111 Eighth Avenue, New York, New York 10011 (the "AUTHORIZED
AGENT"), as its authorized agent in the Borough of Manhattan in The City of New
York upon which process may be served in any such suit or proceeding, and agrees
that service of process upon such agent, and written notice of said service to
the Company or such Selling Shareholder by the person serving the same to the
address provided in Section 10, shall be deemed in every respect effective
service of process upon the Company or any Selling Shareholder, respectively, in
any such suit or proceeding. Each of the Company and the Selling Shareholders
further agrees to take any and all action as may be necessary to maintain such
designation and appointment of such agent in full force and effect for a period
of seven years from the date of this Agreement.

                                       37
<PAGE>

      16. Judgment Currency. The obligation of the Company or any Selling
Shareholder in respect of any sum due to any Underwriter shall, notwithstanding
any judgment in a currency other than United States dollars, not be discharged
until the first business day, following receipt by such Underwriter of any sum
adjudged to be so due in such other currency, on which (and only to the extent
that) such Underwriter may in accordance with normal banking procedures purchase
United States dollars with such other currency; if the United States dollars so
purchased are less than the sum originally due to such Underwriter hereunder,
the Company and such Selling Shareholder agree, as a separate obligation and
notwithstanding any such judgment, to indemnify such Underwriter against such
loss. If the United States dollars so purchased are greater than the sum
originally due to such Underwriter hereunder, such Underwriter agrees to pay to
the Company or such Selling Shareholder an amount equal to the excess of the
dollars so purchased over the sum originally due to such Underwriter hereunder.

                                       38
<PAGE>

      If the foregoing is in accordance with the Representative's understanding
of our agreement, kindly sign and return to the Company one of the counterparts
hereof, whereupon it will become a binding agreement among the Selling
Shareholders, the Company and the several Underwriters in accordance with its
terms.

                                         Very truly yours,

                                         GRAVITY CO., LTD.

                                         By: ________________________________
                                             Name:
                                             Title:

                                         SELLING SHAREHOLDER

                                         ____________________________________
                                             Name:  Jung Ryool Kim

                                         OTHER SELLING SHAREHOLDERS

                                         By: ________________________________
                                             Name:  Kwan Shik Seo
                                             Title: Attorney-in-fact, acting on
                                                    behalf of the other Selling
                                                    Shareholders

                                      S-1
<PAGE>

The foregoing Underwriting Agreement
is hereby confirmed and accepted
as of the date first above written.

CREDIT SUISSE FIRST BOSTON LLC

By: _________________________________
    Name:
    Title:
    Acting on behalf of itself and as the
         Representative of the Several
         Underwriters

DAEWOO SECURITIES CO., LTD

By: _________________________________
    Name:
    Title:
    Acting on behalf of itself and Daewoo
         Securities (America) Inc.

                                      S-2
<PAGE>

                                   SCHEDULE A

<TABLE>
<CAPTION>
                                                                       Number of
                                                          Common Shares to be sold in the form
               Selling Shareholders                                      of ADS
-------------------------------------------------         ------------------------------------
<S>                                                       <C>
Jung Ryool Kim...................................                       531,754
Rhoceo Co., Ltd..................................                        38,190
KGIF Limited Partnership.........................                        20,696
LG CEO Fund......................................                        10,624
NPC 02-2 KTB Venture Fund........................                        10,034
KTB Network Co., Ltd.............................                        10,034
IONE Venture Capital Co., Ltd....................                         7,768
Dam Lee.........................................                          7,588
Doo-Young Shin...................................                         7,588
Yong-Hee Park....................................                         7,450
03-14 Hanmi Venture Fund.........................                         6,899
C&L Venture Fund 1...............................                         5,381
LG Mercury Fund..................................                         5,312
Hanmi Millennium Fund............................                         4,068
Yang-Ran Lee.....................................                         2,759
Ki-Hong Jang.....................................                         2,483
Namjong Ki.......................................                         2,346
Hanmi Venture Fund...............................                         2,290
Kiyeon Kwon......................................                         2,070
Duk-Kyoo Choi....................................                         1,794
Su-Beum Park.....................................                         1,725
JEI-HOSEO INNO-BIZ Fund NO.1.....................                         1,449
Yong-Chul Kim....................................                         1,449
Seoug-Young Lee..................................                           807
Myeong-Seon Kang.................................                           552
Ji-Hyeon Yoon....................................                           483
Ok-Soon Kim......................................                           373
Won Gyoo Park....................................                           373
Kyung-Soon Jang..................................                           276
Joon-Ho Lee......................................                           276
Kwan-Hoo Ra......................................                           276
Myeong-Hee Lee...................................                           276
Jae-Bong Kim.....................................                           276
In-Chul Shin.....................................                           207
Jang-Hee Lee.....................................                           207
Sang-Woo Park....................................                           207
Young-Bok Park...................................                           138
Sang-Pill Kwak...................................                           138
Yun-Chang Lee....................................                           138
</TABLE>

                                     Sch-A-1
<PAGE>
<TABLE>
<CAPTION>
                                                                       Number of
                                                          Common Shares to be sold in the form
               Selling Shareholders                                      of ADS
-------------------------------------------------         ------------------------------------
<S>                                                       <C>
Mi-Kyung Jun.....................................                           138
Sung-Ju Na.......................................                            69
                                                                        -------
Total..........................................                         697,500
                                                                        =======
</TABLE>


                                    Sch-A-2
<PAGE>

                                   SCHEDULE B

<TABLE>
<CAPTION>
                                                                                   Number of
                                                                                  Firm ADSs to
U.S. Underwriters                                                                 be Purchased
--------------------------------------------------------------------------        ------------
<S>                                                                               <C>
Credit Suisse First Boston LLC............................................
Daewoo Securities (America) Inc...........................................
CIBC World Markets Corp...................................................
CLSA Limited..............................................................
                                                                                  ------------
Total.....................................................................
                                                                                  ============
</TABLE>

<TABLE>
<CAPTION>
                                                                                   Number of
                                                                                  Firm ADSs to
International Underwriters                                                        be Purchased
--------------------------------------------------------------------------        ------------
<S>                                                                               <C>
Credit Suisse First Boston (Europe) Limited...............................
Daewoo Securities Co., Ltd................................................
CLSA Limited..............................................................
                                                                                  ------------
Total.....................................................................
                                                                                  ============
</TABLE>

                                     Sch-B-1

</TEXT>
</DOCUMENT>
