F-1

As filed with the Securities and Exchange Commission on November 18, 2005

Registration No. 333-                    

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM F-1

REGISTRATION STATEMENT UNDER

THE SECURITIES ACT OF 1933

WIDERTHAN CO., LTD.

(Exact Name of Registrant as Specified in Its Charter)

THE REPUBLIC OF KOREA	7371	NOT APPLICABLE
(State or Other Jurisdiction of Incorporation or Organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification No.)

17F, K1 REIT BUILDING, 463, CHUNGJEONG-RO 3-GA, SEODAEMUN-GU

SEOUL, 120-709, KOREA

822-2014-5114/5115

(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)

WiderThan Americas, Inc.

11 West 42nd Street, 11th Floor

New York, New York 10036

(212) 391-6668

(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent For Service)

     Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this Registration Statement.

     If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box:    o

     If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act of 1933, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering:    o

     If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering:    o

     If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering:    o

     If delivery of the prospectus is expected to be made pursuant to Rule 434, check the following box:    o

CALCULATION OF REGISTRATION FEE

		Proposed Maximum	Proposed Maximum	Amount of
Title of Each Class of	Amount to be	Offering Price	Aggregate	Registration
Securities to be Registered	Registered(2)	Per Share(3)	Offering Price	Fee
Common stock, par value W500 per share(1)	6,900,000	$16.00	$110,400,000	$12,994.08

(1)	American depositary shares, or ADSs, evidenced by American depositary receipts issuable on deposit of the shares of common stock registered hereby will be registered under a separate registration statement on Form F-6. Each ADS will represent one share of common stock.
(2)	Includes (a) shares of common stock represented by ADS that may be purchased by the underwriters pursuant to an overallotment option and (b) all shares of common stock represented by ADSs initially offered or sold outside the United States that are thereafter sold or resold in the United States. Offers or sales of shares of common stock represented by ADS outside the United States are being made pursuant to Regulation S under the Securities Act and are not covered by this Registration Statement.
(3)	Estimated solely for purposes of computing the amount of the registration fee pursuant to Rule 457(a) under the Securities Act.

Copies to:

Jin Hyuk Park, Esq.
Simpson Thacher & Bartlett LLP
ICBC Tower, 7th Floor
3 Garden Road, Central
Hong Kong SAR, People’s Republic of China
852-2514-7665 Eugene C. Gregor, Esq.
Davis Polk & Wardwell
Izumi Garden Tower 33F
1-6-1 Roppongi, Minato-ku
Tokyo, Japan 106-6033
813-5561-4566

     The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act or until this Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities, and it is not soliciting an offer to buy these securities in any state or jurisdiction where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED NOVEMBER 18, 2005

Prospectus

6,000,000 American Depositary Shares

Representing 6,000,000 Common Shares

WiderThan Co., Ltd.

             This is an initial public offering of American depositary shares, or ADSs, representing common shares of WiderThan Co., Ltd. We are selling 4,000,000 ADSs, and the selling shareholders (described herein) are selling 2,000,000 ADSs. Each ADS represents one share of common stock. The ADSs will be evidenced by certificates called American depositary receipts, or ADRs.

      We expect the public offering price of the ADSs to be between $14.00 and $16.00 per ADS. Currently, no public market exists for our common shares or the ADSs. We have applied for the quotation of our ADSs on The NASDAQ Stock Market’s National Market, or NASDAQ, under the symbol “WTHN”.

      The underwriters have an option to purchase from us a maximum of 900,000 additional ADSs to cover over-allotments of the ADSs.

      Investing in our ADSs involves a high degree of risk. See “Risk Factors” beginning on page 10.

	Per ADS	Total
Initial public offering price	$	$
Underwriting discounts and commissions
Proceeds to us before expenses
Proceeds to the selling shareholders before expenses

      The underwriters expect to deliver the ADRs evidencing the ADSs on or about                     , 2005.

      Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed on the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

JPMorgan Merrill Lynch & Co.

Lehman Brothers

The date of this prospectus is                     , 2005.

TABLE OF CONTENTS

	Page
Prospectus Summary		1
Risk Factors		10
Exchange Rates		27
Use of Proceeds		28
Dividend Policy		29
Consolidation of Certain Related Entities		30
Capitalization		31
Dilution		33
Selected Consolidated Financial Information and Other Data		35
Management’s Discussion and Analysis of Financial Condition and Results of Operations		41
Business		69
Management		83
Principal and Selling Shareholders		95
Related Party Transactions		100
Description of Capital Stock		104
Description of American Depositary Shares		109
Shares Eligible for Future Sale		119
Korean Foreign Exchange Controls and Securities Regulations		123
Taxation		125
Underwriting		133
Expenses Relating to This Offering		139
Legal Matters		140
Experts		140
Enforceability of Civil Liabilities		141
Where You Can Find More Information		141
Index to Financial Statements		F-1
Index to Unaudited Pro Forma Consolidated Financial Information		P-1
EX-1.1 UNDERWRITING AGREEMENT
EX-3.1 ARTICLES OF INCORPORATION OF REGISTRANT
EX-4.1 FORM OF STOCK CERTIFICATE
EX-5.1 OPINION OF SHIN & KIM
EX-8.2 OPINION OF SIMPSON THACHER & BARTLETT LLP
EX-10.1 AGREEMENT DATED DECEMBER 28, 2004
EX-10.2 AGREEMENT DATED AS OF AUGUST 24, 2005
EX-10.3 AGREEMENT OF COLORING ASP & BUSINESS COOPERATION
EX-10.4 AGREEMENT, DATED AS OF JUNE 28, 2004
EX-10.5 LEASE AGREEMENT DATED OCTOBER 2005
EX-10.6 AGREEMENT DATED APRIL 21, 2004
EX-10.7 FORM OF SHARE PURCHASE AGREEMENT
EX-10.8 FORM OF AGREEMENT ON SHARE TRANSFER RESTRICTIONS
EX-10.9 FORM OF AGREEMENT OF THE RIGHT OF FIRST REFUSAL
EX-10.10 VSO CASH RIGHT AGREEMENT
EX-10.11 FORM OF KOREAN STOCK OPTION AGREEMENT
EX-10.12 KSO CASH RIGHT AGREEMENT
EX-21.1 LIST OF SUBSIDIARIES OF REGISTRANT
EX-23.3 CONSENT OF SAMIL PRICEWATERHOUSECOOPERS
EX-23.4 CONSENT OF PRICEWATERHOUSECOOPERS
EX-23.5 CONSENT OF DELOITTE & TOUCHE LLP
EX-99.1 CONSENT OF JUNIPER RESEARCH
EX-99.2 CONSENT OF THOMAS E. WHEELER

      You should rely only on the information contained in this document or to which we have referred you. We have not authorized anyone to provide you with information that is different. This document may only be used where it is legal to sell these securities. The information in this document may only be accurate on the date of this document.

CERTAIN TERMS AND CONVENTIONS

      Unless the context otherwise requires, references in this prospectus to:

•  “Korea” or the “Republic” are to The Republic of Korea;

•  “Government” are to the government of Korea;

•  “U.S.” or the “United States” are to the United States of America;

•  “we,” “us,” “our” or “our company” are to WiderThan Co., Ltd. and its subsidiaries while “WiderThan” are to WiderThan Co., Ltd. on a standalone basis;

•  “WiderThan Americas” are to WiderThan Americas, Inc., our wholly-owned subsidiary formerly known as Ztango, Inc.;

•  “SK Business Group” are to a group of companies, including us, affiliated with SK Telecom Co., Ltd., our second largest shareholder, and SK Corp., which are considered to be related parties under Korean law;

•  “Securities Act” or “U.S. Securities Act” are to the Securities Act of 1933, as amended;

•  “Korean Won”, “Won” or “W” are to the currency of Korea; and

•  “U.S. dollars”, “US$” or “$” are to the currency of the United States.

      Our reporting currency is the U.S. dollar. See “Exchange Rates”.

      Discrepancies in tables between totals and sums of the amounts listed are due to rounding.

FORWARD LOOKING STATEMENTS

      This document includes “forward-looking statements”. Forward-looking statements include statements regarding our expectations and projections for future operating performance and business prospects. The words “believe”, “expect”, “anticipate”, “estimate”, “project”, “predict”, “plan” and similar words used in connection with any discussion of our future operating or financial performance identify forward-looking statements. In addition, all statements other than statements of historical facts included in this document are forward-looking statements.

      Statements of our belief or expectation made in this document are based upon our review and assessment of our relative competitors and our competitive position in the industry in which we operate, financial and other information collected through our business operations and industry-related announcements, press releases, articles and reports.

      Although we believe that expectations reflected in the forward-looking statements in this document are reasonable, we can give no assurance that such expectations will prove to be correct. All forward-looking statements are management’s present expectations of future events and are subject to a number of factors and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements. This document discloses, under the caption “Risk Factors” and elsewhere, important factors that could cause actual results to differ materially from our expectations.

      We caution you not to place undue reliance on the forward-looking statements in this document, which speak only as of the date of this document. All subsequent written and oral forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by these forward-looking statements. We undertake no obligation to publicly update or revise any forward-looking statements whether as a result of new information, future events or otherwise. In light of these risks, uncertainties and assumptions the forward-looking events discussed in this prospectus might not occur and our actual results may differ materially from those anticipated in these forward-looking statements.

ii

PROSPECTUS SUMMARY

      This summary highlights information contained elsewhere in this prospectus and does not contain all the information you should consider before investing in our ADSs representing our common shares. You should read the entire prospectus carefully, including “Risk Factors,” beginning on page 10, and the financial statements and notes thereto, beginning on page F-1, before making an investment decision.

Overview

      We are a leading provider of integrated mobile entertainment solutions for wireless carriers. Our leadership is based on our track record of having introduced several applications that we believe were among the first to be deployed in the world through SK Telecom in Korea. Our applications, content and services enable wireless carriers to provide a broad range of mobile entertainment, such as ringback tones, music-on-demand, mobile games, ringtones, messaging and information services, to their subscribers. We currently provide mobile entertainment solutions to 42 wireless carriers in 17 countries, including SK Telecom in Korea, Cingular Wireless, Sprint PCS, T-Mobile USA and Verizon Wireless in the United States, Bharti Airtel in India and Globe Telecom in the Philippines.

      Our mobile entertainment solutions consist of carrier application services, content services, professional services and system sales. In our core offering, which we refer to as carrier application services, we provide services based on mobile entertainment applications that we develop and then manage and operate for our wireless carrier customers. Our carrier application services are our largest and fastest growing source of revenues and generally require a high level of hardware and software integration into critical elements of a carrier’s network. We provide these services as an outsourced application provider and generally share in the subscription or transaction based fees paid to wireless carriers, which we believe will provide us with an opportunity to earn recurring revenue and achieve a higher margin. In addition, we aggregate, publish and distribute a diverse range of mobile entertainment content such as mobile games, music and information services and provide professional services and system sales to support our carrier customers.

      We were founded in June 2000 to develop and operate comprehensive mobile entertainment applications for SK Telecom in Korea. Our leadership position in the advanced Korean mobile entertainment market, together with our strategic relationship with SK Telecom, the dominant wireless carrier in Korea, enables us to develop innovative new applications and gain expertise in operating these applications. Since our inception, we have successfully developed several applications that we believe were among the first to be deployed anywhere in the world. For example, in 2002, we launched with SK Telecom a wireless application protocol, or WAP, and web-enabled ringback tone service, which enables callers to hear music chosen by the service subscriber instead of the traditional electronic ringing sound, while waiting for the call recipient to answer. As of September 30, 2005, we were operating ringback tone services for six carriers having a total combined subscriber base of over 120 million. Of these subscribers, approximately 13.7 million, or 11.4%, were subscribers of the ringback tone services provided by these six carriers. In addition, in 2004, we deployed in Korea a music-on-demand service that enables subscribers to download music to MP3-enabled mobile phones over both wireline or wireless networks.

      It typically takes six to twelve months from the time we begin working on a new carrier application service deployment until our carriers launch the services and their subscribers begin purchasing the services. As a result, contracts we signed during 2004, such as those with T-Mobile USA, Verizon Wireless and Bharti Airtel, did not contribute significant revenue during 2004. During 2005, we entered into additional contracts to provide ringback tone carrier application services to Excelcom in Indonesia and TMN in Portugal which we expect to begin to contribute to our revenues later in 2005 and in 2006. In addition, we entered into a contract for the sale of a ringback tone system with Hutchison 3G in the United Kingdom.

1

Our industry

      Mobile entertainment services enable users to engage in a range of entertainment activities, such as personalizing their mobile phones through ringback tones, ringtones and images, listening to music, playing games, and accessing information. Higher speed wireless communications networks, more sophisticated mobile phones and more advanced entertainment applications have all helped drive increased spending on mobile information and entertainment applications by wireless subscribers. According to market analyses conducted in February 2005 by Juniper Research, a leading industry research firm, the combined size of sports, infotainment, music and game segments of the mobile entertainment services market is expected to grow from $9.2 billion in 2004 to $37.7 billion in 2009. The two key categories of the mobile entertainment market are:

•  Mobile Music. Mobile music was one of the first mobile entertainment services to gain widespread acceptance. According to estimates by Juniper Research, the size of the mobile music market was $3.6 billion in 2004 and is expected grow to $9.3 billion in 2009. Mobile music applications include ringback tones, ringtones and music-on-demand. Ringtones gained acceptance during the early stages of mobile phone services, while ringback tones have recently achieved a high degree of subscriber penetration where they have been introduced. Music-on-demand services are beginning to be launched in advanced mobile entertainment markets such as Korea.

•  Mobile Games. Mobile games usage has experienced rapid growth to become one of the most popular multimedia applications. Juniper Research expects mobile games to constitute the largest category of the mobile entertainment services industry by 2005, with total global mobile games revenues growing from $3.1 billion in 2004 to $18.5 billion in 2009.

      Wireless carriers are facing intense competition which has resulted in pricing pressure, increasing customer churn and declining voice revenues. Particularly in mature markets that are approaching saturated penetration rates, wireless carriers are expected to increase their focus on mobile data, a large subset of which is mobile entertainment that encompasses ringtones, ringback tones, music-on-demand, mobile games, logos, images, video clips, news and sports information, to address competition and declining average revenue per user from voice services to generate additional revenues. While wireless carriers are looking to aggressively launch their mobile entertainment services, they face certain challenges in effectively introducing mobile entertainment services. They need to balance their need to rapidly introduce cost-effective services with their lack of in-house expertise with regards to mobile entertainment applications development. As a result, we believe that wireless carriers are looking for vendor partners with successful deployment experience to help them more effectively launch their new services.

Our competitive strengths

      We believe that our primary competitive strengths are:

• market leadership due to our unique position in advanced Korean mobile entertainment market;

• proven track record of operational expertise;

• high level of interaction and close relationships with major wireless carriers worldwide based on deeply embedded applications;

• ability to offer a broad range of solutions to meet various carrier needs; and

• attractive business model with recurring revenues and potential for increasing margins.

Our strategy

      Our goal is to be the leading provider of mobile entertainment solutions to wireless carrier customers. We intend to achieve this goal by implementing the following strategic initiatives:

• further penetrate our existing customer base by expanding the portfolio of services that we offer to them;

2

• expand our global customer base;

• develop and commercialize new applications and services; and

• pursue selective strategic acquisitions.

Our challenges and risks

      Notwithstanding our competitive strengths, we expect to face significant challenges and risks in our business, including:

• our reliance on SK Telecom for the majority of our revenues (approximately 80% and 67% of our revenues in 2004 and in the nine months ended September 30, 2005, respectively) and to partner with us to develop and test many of our services for commercial viability;

• the highly competitive nature of the mobile entertainment services market;

• our carrier customers not being obligated to use or promote our services and a substantial portion of our revenue being subject to their pricing decisions;

• our reliance on one type of mobile entertainment service, ringback tones, for the largest portion of our revenues (approximately 33% and 28% of our revenues in 2004 and in the nine months ended September 30, 2005, respectively, were derived from our ringback tone carrier application service, ringback tone content and ringback tone system sales combined); and

• the need to upgrade our internal reporting systems in order to improve the effectiveness of our controls and financial reporting processes.

Contact information

      Our principal executive offices are located at 17F, K1 REIT Building, 463, Chungjeong-ro 3-ga, Seodaemun-gu, Seoul, 120-709, Korea. Our telephone number in Korea is 822-2014-5114/5115. We maintain a website at http://www.widerthan.com. Information contained in our website does not constitute a part of this prospectus.

      Our service of process agent is WiderThan Americas Inc., located at 11 West 42nd Street, 11th Floor, New York, New York 10036. Its telephone number is (212) 391-6668.

3

THE OFFERING

American Depositary Shares offered:

By us	4,000,000 ADSs
By the selling shareholders	2,000,000 ADSs (which includes 876,167 ADSs to be sold by Melody Share Corporation, a Cayman Islands company, which is included in our consolidated financial statements).
ADSs to be outstanding after this offering	6,000,000 ADSs. Unless otherwise noted, the information in this prospectus assumes no exercise of the underwriters’ over-allotment option and no exercise of outstanding stock options.
Common shares to be outstanding immediately after this offering	18,907,216 common shares. The number of common shares that will be outstanding immediately after this offering:
	• reflects the conversion of all of our outstanding Series A and B preferred shares into an aggregate of 3,481,049 common shares;
	• reflects the conversion of all of our convertible redeemable Series C preferred shares into an aggregate of 926,167 common shares; and
	• excludes 1,452,626 common shares issuable upon exercise of outstanding options with a weighted average exercise price of US$6.64 per share under our stock option plan as of the date of this prospectus.
Offering price	US$                     per ADS.
Use of proceeds	We expect the net proceeds to us from this offering to be approximately US$52 million, assuming the mid-point of the offering price range set forth on the cover page of this prospectus and after deducting underwriting discounts and commissions and estimated expenses payable by us. We intend to use the net proceeds for working capital and general corporate purposes. We also may use a portion of the net proceeds for the acquisition of businesses and technologies. We have no current agreements or commitments for any such acquisition at this time. We will not receive any proceeds from the sale of the ADSs by the selling shareholders. See “Use of Proceeds”.
Over-allotment	We have granted the underwriters an option for a period of 30 days from the date of this prospectus to purchase from us up to 900,000 ADSs solely to cover over-allotments. Unless we state otherwise, the information in this prospectus does not take into account the possible sale of these additional ADSs.
Listing	We have applied to have the ADSs quoted on NASDAQ under the symbol “WTHN”.
Trading market for common shares	Our common shares are not listed on any stock exchange or organized trading market, including in Korea. There is currently no public market for our common shares or ADSs.

4

The ADSs	Each ADS will represent one common share, par value W500 per share. Our ADSs will be evidenced by American depositary receipts, or ADRs.
	• The depositary will be the holder of our common shares underlying your ADSs and you will have the rights as provided in the deposit agreement.
	• Although we do not expect to pay dividends in the foreseeable future, in the event we declare dividends on our common shares, such dividends will be paid to the depositary, which will then pay you the cash dividends and other distributions it receives on our common shares, after deducting its fees and expenses.
	• You may deliver your ADSs to the depositary in exchange for our common shares underlying your ADSs. The depositary will charge you fees for exchanges.
	• We may amend or terminate the deposit agreement without your consent, and if you continue to hold your ADSs, you agree to be bound by the deposit agreement as amended.
	You should carefully read the section in this prospectus entitled “Description of American Depositary Shares” as well as the deposit agreement, which is an exhibit to the registration statement that includes this prospectus, to better understand the terms of the ADSs.
Deposit or withdrawal of common shares	You may deposit common shares with the custodian for the depositary and obtain ADSs, and may surrender ADSs to the depositary and receive common shares, subject in each case to certain conditions. However, under current Korean law and regulations, the depositary is required to obtain our prior consent for a deposit to the extent that, after giving effect to the deposit, the total number of common shares on deposit would exceed the maximum amount previously approved by us. As of the date of this prospectus, such maximum amount approved by us is the total number of common shares representing the ADSs issued in this offering. Upon expiry of the lock-up period described below, we intend to provide consent to the depositary to enable deposits into the ADS facility of additional common shares provided that such deposit(s) will not violate our articles of incorporation or applicable Korean law.
	Common shares underlying the ADSs offered hereby may be withdrawn from the depositary facility established under the deposit agreement upon:
	• the surrender of the ADSs, and
	• the receipt by the depositary of proper instructions.
Voting rights	Subject to the provisions of the deposit agreement, you will be entitled to instruct the depositary how to vote the common shares underlying the ADSs.

5

Dividends	We have not paid a dividend on our share capital since inception and any decision to pay dividends in the future will be subject to a number of factors, including cash requirements for future capital expenditures and investments, as well as other factors our board of directors deem relevant. We have no intention to pay dividends in the near future.
Lock-up	We, all of our directors and officers, all of our selling shareholders and other shareholders and option holders, holding in the aggregate 97.4% of the common shares outstanding, have agreed with the underwriters that, without the prior written consents of J.P. Morgan Securities Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated, subject to certain exceptions, neither we nor they will, for a period of 180 days following the date of this prospectus, offer, sell or contract to sell, directly or indirectly, any of our ADSs or common shares or any economic interests therein. See “Underwriting”.
Risk factors	For a discussion of certain factors that should be considered in evaluating an investment in our ADSs, see “Risk factors” beginning on page 10 of this prospectus.

6

SUMMARY CONSOLIDATED FINANCIAL INFORMATION AND OTHER DATA

      The financial information set forth below has been prepared in accordance with accounting principles generally accepted in the United States. The information set forth below should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations”, “Unaudited Pro Forma Consolidated Financial Statements” and our financial statements and related notes thereto included elsewhere in this prospectus.

				For the years ended December 31,												For the nine months ended September 30,
													Pro forma						Pro forma					Pro forma
				2002(1)			2003(1)			2004(1)(2)			2004(3)			2004(4)			2004(3)		2005(2)(4)			2005(3)
													(unaudited)			(unaudited)			(unaudited)		(unaudited)			(unaudited)
				(In thousands of $, except per share and share data and percentages)
Income statement data:
Revenues:
	Service revenues(5):
		Carrier application services		$	4,682		$	12,756		$	24,670		$	29,054		$	15,601		$	19,846	$	43,540		$	43,540
		Content services			4,580			11,448			18,176			22,223			11,446			15,351		13,872			13,872
		Professional and other services			10,892			10,370			9,423			9,784			7,231			7,574		6,415			6,415
			Total service revenues		20,154			34,574			52,269			61,061			34,278			42,771		63,827			63,827
	System sales(5)				23,212			24,470			10,563			10,563			5,907			5,907		6,248			6,248
			Total revenues		43,366			59,044			62,832			71,624			40,185			48,678		70,075			70,075
Costs and expenses:
	Cost of service revenues (5)(6)				12,591			17,766			22,585			24,515			15,586			17,454		23,292			23,292
	Cost of system sales(5)(6)				21,260			20,311			7,813			7,813			4,919			4,919		4,049			4,049
	Depreciation and amortization				543			1,244			2,490			3,264			1,622			2,369		3,104			3,104
	Selling and marketing				1,454			2,841			2,601			3,335			1,236			1,945		3,538			3,538
	General and administrative				3,511			7,300			14,355			16,186			9,830			10,849		16,668			16,668
	Research and development				1,020			1,374			3,760			7,696			1,738			5,553		8,805			8,805
	Stock compensation (Note A)				—			—			3,029			4,531			2,777			4,047		2,576			3,182
		Total costs and expenses			40,379			50,836			56,633			67,340			37,708			47,136		62,032			62,638
Operating income (loss)					2,987			8,208			6,199			4,284			2,477			1,542		8,043			7,437
Other income (loss)					100			163			(207	)		(233	)		291			274		414			414
Income (loss) before taxes, minority interest and earnings from equity method investment					3,087			8,371			5,992			4,051			2,768			1,816		8,457			7,851
Income taxes					1,153			2,583			2,156			2,026			939			1,033		2,552			2,552
Minority interest					—			—			—			—			—			—		100			100
Earnings (loss) from equity method investment					1			201			113			113			33			33		(134	)		(134	)
Net income (loss)				$	1,935		$	5,989		$	3,949		$	2,138		$	1,862		$	815	$	5,871		$	5,265
Accretion of preferred shares				$	(371	)	$	(283	)	$	(505	)	$	—		$	(227	)	$	—	$	(871	)	$	—
Amounts allocated to participating preferred shareholders					(253	)		(871	)		(770	)		—			(336	)	$	—		(1,537	)		—
Net income (loss) attributable to common stockholders				$	1,311		$	4,835		$	2,674		$	2,138		$	1,299		$	815	$	3,463		$	5,265
Earning (loss) per share — basic				$	0.13		$	0.48		$	0.26		$	0.15		$	0.13		$	0.06	$	0.33		$	0.35
Earning (loss)per share — diluted(7)				$	0.13		$	0.48		$	0.26		$	0.15		$	0.13		$	0.06	$	0.28		$	0.35
Weighted average number of shares — basic					10,000,000			10,000,000			10,293,151			14,698,883			10,221,612			14,628,828		10,500,000			14,907,216
Weighted average number of shares — diluted					10,000,000			10,000,000			10,326,993			14,714,346			10,237,719			14,640,279		10,580,229			14,972,742

7

Note A: The following stock compensation expenses resulting from our stock options, our employee stock ownership association, or ESOA, our virtual stock options, or VSOs, and the VSO Cash Rights and the KSO Cancellee Cash Rights are not included in the following expense categories:

	For the years ended December 31,								For the nine months ended September 30,
							Pro forma				Pro forma				Pro forma
	2002(1)		2003(1)		2004(1)(2)		2004(3)		2004(4)		2004(3)		2005(2)(4)		2005(3)
							(unaudited)		(unaudited)		(unaudited)		(unaudited)		(unaudited)
	(In thousands of $, except per share and share data and percentages)
Cost of services revenue	$	—	$	—	$	1,024	$	1,115	$	994	$	1,451	$	202	$	245
Cost of system sales		—		—		326		356		310		450		18		24
General and administrative		—		—		1,041		1,446		969		1,414		1,913		2,343
Research and development		—		—		638		1,614		504		732		443		570
Total	$	—	$	—	$	3,029	$	4,531	$	2,777	$	4,047	$	2,576	$	3,182

							As of September 30,
	As of December 31,
									Pro forma
	2002(1)		2003(1)		2004(1)(2)		2005(2)(4)		2005(3)
							(unaudited)		(unaudited)
	(In thousands of $, except per share data
	and percentages)
Balance sheet data:
Cash and cash equivalents	$	2,793	$	10,826	$	17,817	$	18,853	$	22,786
Restricted cash(8)		—		—		—		8,069		8,069
Total current assets		22,604		26,038		40,657		65,260		69,193
Working capital(9)		4,903		11,776		18,890		26,862		40,004
Property, plant and equipment, net		2,532		4,646		8,119		9,280		9,280
Total assets		29,940		32,280		73,364		98,634		102,567
Short term debt		—		—		—		9,209		—
Total current liabilities		17,701		14,262		21,767		38,398		29,189
Total liabilities		18,417		14,843		24,328		41,628		32,419
Minority interest		—		—		—		900		900
Series A, Series B and Series C convertible redeemable preferred stock		5,497		5,780		25,660		27,019		—
Total stockholders’ equity		6,026		11,657		23,376		29,087		69,248

			As of and for the nine
	As of and for the year		months ended
	ended December 31,		September 30,
	2004		2005
Selected operational data for carrier application services:
Ringback tones:
Number of carriers(10)		5		6
Number of accessible subscribers(11) (in millions)		102.3		120.3
Number of ringback tone subscribers(12) (in millions)		9.6		13.7
Inter-carrier messaging:
Number of carriers(10)		18		27
Number of accessible subscribers(11) (in millions)		95.5		139.0
Number of messages delivered(13) (in millions)		5,895		11,622
Music-on-demand:
Number of carriers(10)		1		1
Number of accessible subscribers(11) (in millions)		18.8		19.3
Number of music-on-demand subscribers(14) (in millions)		N/A		0.5

N/A = not available

Notes:

(1)  The balance sheet data as of December 31, 2003 and 2004, and the statement of operations data for the years ended December 31, 2002, 2003 and 2004 are derived from our audited financial statements and the related notes thereto included elsewhere in this prospectus. The balance sheet data as of December 31, 2002 is derived from our audited financial statements and the related notes thereto not included in this prospectus.

8

(2)	Reflects our acquisition of WiderThan Americas effective October 8, 2004.
(3)	The unaudited pro forma combined statements of operations data for the year ended December 31, 2004 and for the nine months ended September 30, 2004 and 2005 reflect the automatic conversion of the Series A and Series B preferred stock, the issuance and conversion of the Series C preferred stock, the cancellation of the virtual stock options issued by WiderThan Americas, the issuance of stock options and cash rights to replace the virtual stock options, the issuance of cash rights to replace 116,000 stock options forfeited, and our acquisition of WiderThan Americas as if such events occurred on January 1, 2004 and is derived from the unaudited pro forma consolidated financial information appearing elsewhere in this prospectus. The unaudited pro forma consolidated balance sheet data as of September 30, 2005 gives effect to the automatic conversion of the Series A and Series B convertible redeemable preferred stock on September 30, 2005, the conversion of 50,000 shares issued and outstanding of the Series C preferred stock, the conversion of 876,167 shares of our convertible redeemable Series C preferred stock, currently held by Melody Share Corporation, into 876,167 shares of our common stock and their sale in the form of ADSs in this offering at an assumed initial public offering price of US$15.00 per ADS, and the use of these proceeds from the sale of the 876,167 ADSs to repay the short-term debt of Melody Share Corporation. The unaudited pro forma consolidated statement of operations data and consolidated balance sheet data is not necessarily indicative of what our results would have been if the conversion, the issuance and/or the acquisition had occurred on such date and should be read in conjunction with our consolidated financial statements and the related notes thereto, the separate financial statements and the related notes thereto of WiderThan Americas, and the unaudited pro forma consolidated financial information included elsewhere in this prospectus.
(4)	The balance sheet data as of September 30, 2005, and the statement of operations data for the nine months ended September 30, 2004 and 2005 are derived from our unaudited financial statements and the related notes thereto included elsewhere in this prospectus.
(5)	The following information sets forth our related party revenues and costs from SK Telecom and other affiliated companies within the SK Business Group included in the following line items for the relevant periods. The actual and pro forma numbers are the same.

	For the years ended December 31,								For the nine months ended September 30,
							Pro forma				Pro forma				Pro forma
	2002		2003		2004		2004		2004		2004		2005		2005
							(unaudited)		(unaudited)		(unaudited)		(unaudited)		(unaudited)
	(In thousands of $)
Service revenues	$	18,681	$	34,273	$	46,646	$	46,646	$	32,634	$	32,634	$	44,415	$	44,415
System sales		11,580		23,601		4,436		4,436		946		946		3,617		3,617
Cost of service revenues		10		940		1,464		1,464		522		522		1,046		1,046
Cost of system sales		6,631		1,018		9		9		4		4		79		79

(6)	Excludes depreciation and amortization.
(7)	Our diluted earnings per share is calculated as net income divided by our diluted weighted average shares outstanding. We have various securities, which are dilutive to the basic earnings per share calculations, including the employee stock options and the Series A, Series B and Series C convertible redeemable preferred shares. The effect of the Series A convertible redeemable preferred shares is excluded from the 2002 diluted earnings per share calculation as its effect is anti-dilutive. The effects of the Series A and Series B convertible redeemable preferred shares are excluded from the 2003 and 2004 and for the nine months ended September 30, 2004 and 2005 actual earnings per share calculation as their effects are anti-dilutive. The pro forma statements of operations assume the automatic conversion of the Series A and Series B convertible redeemable preferred shares, the issuance and conversion of the Series C preferred shares, and the issuance of VSO replacement options, which are therefore considered outstanding as common shares for the calculation of pro forma basic and diluted earnings per share.
(8)	Restricted cash represents cash that we are required to hold in escrow until the Series C preferred shares held by Melody Share Corporation are either converted and sold in this offering or redeemed in order to repay the short-term debt of Melody Share Corporation in the event we do not complete this offering. Upon completion of this offering and the repayment of the short-term debt, the restrictions on this cash will lapse.
(9)	Working capital is calculated as current assets less current liabilities.

(10)	Represents the aggregate number of carriers with which we had a contractual arrangement to provide the relevant service during the relevant period.
(11)	Represents the approximate aggregate number of our carrier customers’ wireless subscribers at the end of the relevant period as reported publicly by our carrier customers.
(12)	Represents the aggregate number of subscribers to the ringback tone service provided by our carrier customers during the relevant period.
(13)	Represents the aggregate number of messages delivered by our inter-carrier messaging service on behalf of our carrier customers during the relevant period.
(14)	Represents the number of subscribers for SK Telecom’s MelOn music-on-demand service as publicly disclosed by SK Telecom.

9

RISK FACTORS

      An investment in the ADSs representing our common shares involves a number of risks. You should carefully consider the risks and uncertainties described below and all other information contained in this prospectus before making an investment in the ADSs representing our common shares.

Risks related to our business

We rely on SK Telecom, the largest wireless carrier in Korea, to generate a majority of our revenues and partner with us to develop and test many of our services for commercial viability, and any loss or deterioration of this relationship, or a material change, could materially harm our business.

      We offer our mobile entertainment services to consumers in Korea through SK Telecom, the dominant wireless carrier in Korea, which, according to the Ministry of Information and Communication of Korea, services approximately 19 million mobile phone subscribers in Korea. As of the date hereof, SK Telecom, together with the shares held by Mr. Tae Won Chey, is our largest shareholder. In 2004, we received approximately 80% of our revenues from SK Telecom and in the nine months ended September 30, 2005, we received approximately 67% of our revenues from SK Telecom. We expect that we will continue to generate a significant portion of our revenues through SK Telecom for the foreseeable future. If SK Telecom decides not to or is unable to market or distribute our applications, or decides to terminate or not to renew its business contracts with us, or if our relationship with SK Telecom deteriorates in any significant way, we may be unable to replace the affected business arrangements with acceptable alternatives, which could materially harm our business, operating results and financial condition.

      In addition, a large portion of our business, and in particular our product development and service operation organizations, is conducted in conjunction with SK Telecom. We have a strategic relationship with SK Telecom that involves daily employee interaction and integration of our product planning processes. Based on the experience we accumulate in Korea through SK Telecom, we are then able to select our successful services and offer them to other wireless carriers worldwide. If we are unable to continue our service development in conjunction with SK Telecom, our ability to develop, test and introduce new services will be materially harmed.

We use certain intellectual property rights belonging to SK Telecom to provide our music-on-demand carrier application service. If we are unable to secure a license on terms favorable to us, we may be prevented from providing these services or will incur significant costs to seek alternative technologies or expertise, each of which would result in loss of revenues or business opportunities or reduced margins.

      Our music-on-demand contract with SK Telecom provides that the patent, copyright, know-how and other intellectual property rights developed or created by us in the course of integrating the system and operating the MelOn music-on-demand carrier application service are assigned to SK Telecom. Our strategy involves leveraging off of our expertise accumulated through our experience and relationship with SK Telecom, including our operation of SK Telecom’s music-on-demand service, in achieving our global expansion. If we use any of SK Telecom’s patents, copyrights, know-hows or other intellectual property rights in connection with providing music-on-demand solutions to our carrier customers other than SK Telecom, we will be required to obtain consent from SK Telecom for our use of those rights and to make royalty payments to it. If we are unable to obtain or renew these licenses on terms favorable to us, or at all, we may be prevented from providing these affected services or will incur significant costs to seek alternative technologies or expertise, each of which would result in loss of revenues or business opportunities or reduced margins that would materially harm our business, operating results and financial condition.

The markets in which we operate are highly competitive and many of our competitors have greater resources than we do.

      The market for mobile entertainment services, including ringback tone solutions, is highly competitive. Currently, we consider our primary global competitors to be (i) NMS, Comverse and Huawei with respect

10

to the ringback tone application service and ringback tone system sales and system integration, (ii) Alcatel, Ericsson, Musiwave and Siemens with respect to music-on-demand, (iii) Mobile365 and Syniverse Technologies with respect to inter-carrier messaging services, (iv) in Korea, Danal, Yaho Communications, 5425.com, Witcom and Cowon and, globally, InfoSpace Mobile, For-Side, Faith, Inc., Kanematsu USA, Sony Music Entertainment and Walt Disney Internet Group with respect to mobile music content and (v) Com2us and Gamevil with respect to mobile games in Korea and JAMDAT Mobile, Digital Bridges, Gameloft, Mforma, Sorrent and THQ Wireless with respect to mobile games in the global market. Likely competitors in the future may include other major media companies, Internet portal companies, content aggregators, wireless software providers and other pure-play wireless entertainment publishers. In connection with music-on-demand in particular, we may in the future compete with companies such as Apple, Microsoft, Napster, Real Networks and Yahoo! Inc. which currently provide music-on-demand services for online or other non-mobile platforms. In addition, as the traditional music market has shown declines in revenues and profitability in recent years, the traditional music labels have been looking at the digital music market as an alternative source for revenues and profitability. These music labels may attempt to enter the digital music market on their own, demand more aggressive revenue sharing arrangements or seek an alternative business model less favorable to us. Some or all of our competitors may have advantages over us, which include the following:

•  substantially greater financial resources;

•  stronger brand recognition;

•  capacity to leverage their marketing expenditures across a broader portfolio of wireless and non-wireless products;

•  extensive relationships with customers; and

•  broader geographic presence.

      Increased competition has resulted in pricing pressure, forcing us to lower the selling price of our services. If we are not as successful as our competitors in our target markets, our sales could decline, our margins could be negatively impacted and we could lose market share, any of which could materially harm our business. In addition, our competitors may offer new or different services in the future which are more popular than our current services.

As we expand outside of our existing markets, we may face added business, political, regulatory, operational, financial and economic risks, any of which could increase our costs and hinder our growth.

      An important element of our business strategy is the expansion of our international sales by targeting markets in which we do not currently provide our services, such as other parts of Asia and Europe. However, we have limited experience in global expansion and thus, we face considerable challenges in executing our strategy. These risks include the following:

•  difficulties in obtaining market acceptance of our services in other global markets;

•  our lack of local presence and familiarity of business practices and conventions in certain markets, particularly in Europe and China;

•  difficulties and additional time and expenses in customizing and localizing our applications and systems for new markets; and

•  shortages of personnel with both local language skill and experience with our services and applications.

      In addition, we are subject to risks generally applicable to international operations which include the following:

•  differences in network and system requirements that may require additional time and resources to make our applications and services compatible with carrier networks;

11

•  burdens or cost of complying with a wide variety of foreign laws and regulations, including unexpected changes in regulatory requirements;

•  foreign exchange controls that might prevent us from repatriating income earned in countries outside Korea; and

•  longer payment cycles and greater difficulty collecting accounts receivable in developing countries.

      Any of the foregoing risks could prevent us from introducing services globally on a timely basis or at all and may harm our international expansion efforts and materially and adversely affect our business, operating results and financial condition.

None of our carrier customer contracts obligates our carrier customers to use our services or to market or promote our services to their subscribers.

      We derive the largest portion of our revenues from carrier application services. Our carrier application services contracts provide for revenue sharing arrangements but none of these contracts, including our carrier application services contracts with SK Telecom, obligates our carrier customers to market or distribute any of our applications. For the most part, these contracts provide that we earn and receive revenue only if and when wireless subscribers actually use or subscribe to the service and only a few provide for significant minimum payments to us. As a result, our revenues are subject to uncertainties that are beyond our control, including market acceptance of our application services by the carrier customers’ own subscribers or the subscriber churn rate of our carrier customers. For the most part, our revenues are dependent upon the marketing and promotion activities conducted by our carrier customers. Without appropriate marketing, promotion and pricing of the end-subscriber service by our carrier customers, the end-subscribers could cease using, or use less of, our services, and thus, our results of operations could be materially harmed. For example, the current practice among our carrier customers generally is to place the most popular wireless services at the top of the menu on the first page available on their mobile phone portals or in the most prominent positions on the carrier website. Services at the top of the menu and in more prominent positions are more accessible to users than other services and, in our experience, are more frequently accessed than those services in different positions. Generally in the past, we have enjoyed good positioning on carrier menus and websites. However, if our carrier customers change their current practices so that our applications are less prominently displayed or are not the most accessible to customers, our services could become more difficult for users to access and could, therefore, become less popular. This could materially and adversely affect the revenue from our application services, and thus our overall financial condition.

      Since most of these carrier customer contracts are non-exclusive, it is possible that our wireless carriers could purchase similar application services from third parties, and cease to use our service in the future. Even if such carrier customers continue to retain our service, our carrier customer contracts do not prevent such carrier customers from significantly reducing the level of marketing or promotion of our applications or from electing to market or promote similar applications purchased from and provided by our competitors. Any of the foregoing may result in the loss of future revenues from our carrier application services.

A substantial portion of our revenue is subject to the pricing decisions of our carrier customers.

      We earn a substantial portion of our revenue through revenue-sharing agreements with our carrier customers under which we earn revenue by receiving a percentage of the retail price the carriers charge to their subscribers for the use of our applications or content. We earned approximately 46% of our total revenues from these revenue sharing agreements in 2004 and approximately 45% during the nine months ended September 30, 2005. We have little control over the pricing decisions of our carrier customers and most of our contracts with carrier customers do not provide for guaranteed minimum payments. As a result, our revenue derived under these agreements may be substantially reduced depending on the pricing decisions of our carrier customers, which may materially and adversely affect our results of operations.

12

Consolidation among our carrier customers may result in the loss of carrier customers or reduce our potential customer base, which would negatively impact our financial performance.

      Typically, carriers only select a limited number of application service providers to provide mobile entertainment services. In addition, application service providers have been able to secure only a limited number of major wireless carriers as their customers for key applications such as messaging and ringtones. Thus, consolidation among carriers, such as the recent mergers of Cingular and AT&T Wireless, and Sprint PCS and Nextel, will reduce our potential customer base, could negatively impact our ability to expand our customer base and may result in the loss of our current carrier customers. In addition, as fewer carrier customers gain control of the end-user market, pricing pressure is likely to increase.

The dynamics of the wireless carrier market may hinder our ability to attract new carrier customers.

      Due to the intense competition between the major wireless carriers in each of our target markets and as time-to-market and service features are some of the key factors that differentiate one carrier’s mobile entertainment service from those of its competitors, we have found it difficult at times to sell our services to competitors of our existing carrier customers. For example, although the other wireless carriers in Korea, KTF and LG TeleCom, offer our content, we believe it is unlikely that either of them will engage us to provide carrier application services or system sales given our affiliation to and close relationship with SK Telecom. This dynamic could exist in other markets outside of Korea and could hinder our ability to earn revenues from more than one or two carriers in any given market.

      In addition, we target wireless carriers in key markets to sell our ringback tone solutions and then use that sale as a platform for the launch of additional mobile entertainment services for those carriers. However, increasingly, many of the larger wireless carriers, particularly in the Asia-Pacific region and in Europe, have already adopted and implemented ringback tone applications and services, resulting in fewer market opportunities. Fewer market opportunities have also resulted in pricing pressure, which could continue in the future and have a material adverse effect on our future business, financial condition and results of operations.

Our carrier customers could begin developing some or all of our carrier applications services on their own or otherwise start to bring them in-house, which could result in the loss of future revenues.

      In 2004 and in the nine months ended September 30, 2005, we derived 39.3% and 62.1%, respectively, of our total revenues from providing carrier application services. While, to date, most of our carrier customers do not offer such application services on their own, if our carrier customers begin developing these application services or otherwise start to bring them in-house, we could be forced to lower our prices or increase the amount of service we provide in order to maintain our business with those carrier customers. This could result in the loss of future revenues from our carrier application services.

We currently depend on one type of service, ringback tones, for a significant portion of our revenue.

      A significant portion of our revenue is currently derived from carrier application services, content services and system sales that relate to ringback tones. In 2004 and in the nine months ended September 30, 2005, we earned approximately 33% and 28%, respectively, of our total revenues from carrier application services, content services and system sales relating to ringback tones. We expect to continue to derive a significant portion of our revenues from ringback tones during the next several years. A decrease in the popularity of ringback tones among mobile phone users, or failure by us to maintain, improve, update or enhance ringback tone service in a timely manner, enter into new markets, or successfully diversify our services could materially and adversely affect our business, financial condition and results of operations.

13

The terms of our contracts with carrier customers are relatively short-term and subject to renewal. If we are unable to renew or extend our carrier customer contracts with our existing carrier customers, our future financial condition and results of operations may be materially harmed.

      Many of our carrier application service contracts have terms of one to three years subject to automatic renewal provisions. As these contracts reach the end of their stated terms, our carrier customers can seek to renegotiate pricing or other terms with us or threaten not to renew the contracts. In addition, a few of our contracts allow our carrier customers to terminate the contract with or without cause. If we are unable to renew or extend our carrier customer contracts with existing customers or if our carrier customers seek to renegotiate the contracts as they expire, our future financial condition and results of operations may be materially harmed.

Failure to meet the level of performance on our carrier application services in accordance with our contracts with carrier customers could result in a loss of our revenues or customer relationships as well as harm the business of our carrier customers, all of which could be detrimental to our business and reputation generally.

      Application services such as ours may contain unknown or undetected errors or performance problems. In connection with most of our carrier application services, we enter into service level agreements with our carrier customers pursuant to which we commit to maintaining the services at or above certain minimum performance standards. Under these agreements, if we fail to meet these standards, we may be subject to penalties on the percentage of revenues that we receive under, and in certain cases, termination by our carrier customers of, our carrier customer contracts. In addition, any failure of, or technical problems with, our servers, systems or platforms could disrupt the ability of the end-users of our carrier customers to use our applications. In the past, we have experienced a handful of failures with our servers, systems and/or platforms, which were generally related to heavy surges in volume associated with holiday entertainment purchase activities or activities relating to promotions being made by our carrier customers. Furthermore, as our customers generally use our services together with their own services and services from other vendors, when a problem occurs in the network, it may be difficult for us to identify the source of the problem and correct it on a timely basis. Finally, our systems or platforms are, in most cases, integrated into the voice and data networks of our carrier customers for which we operate and manage applications. Failure of our systems or platforms could disrupt the delivery of voice and data service by our carrier customers. Any of the foregoing problems could result in a loss of our revenues or customer relationships as well as harm the business of our carrier customers, all of which could be detrimental to our business and reputation generally.

Usage of our applications and services may be difficult to predict and we may not be able to adequately and quickly expand capacity and upgrade our systems to meet increased demand.

      It is difficult to predict subscriber adoption of new carrier application or other services particularly in new markets. As a result, while we may launch a new service with a planned or expected capacity, such capacity may not be enough to meet demand. In such situations, we may not be able to expand and upgrade our systems and application platforms in a timely manner to accommodate increased usage of our services. If we do not appropriately expand and upgrade our systems and application platforms, we may lose market opportunities and/or we may damage our reputation with our carrier customers, which may materially and adversely affect our results of operations.

We sell to certain wireless carriers that have substantial numbers of prepaid subscribers, a high percentage of whom may discontinue subscribing to our services after the prepayment expires.

      Certain wireless carriers to which we provide our application services have substantial numbers of prepaid subscribers who use the applications that we provide by purchasing prepaid cards. Prepaid subscribers to our ringback tone applications generally are less likely to remain as loyal and consistent users of our service as compared to monthly plan subscribers. Accordingly, our revenue from these wireless carrier customers may be subject to a heightened level of volatility.

14

Failure to develop and introduce new solutions that achieve market acceptance could result in a loss of market opportunities.

      Our business depends on providing solutions that are attractive to wireless subscribers and end-users, which, in part, is subject to unpredictable and volatile factors beyond our control, including end-user preferences and competing solutions. Our solutions could also be rendered obsolete by the introduction of newer technologies based on more advanced mobile networks using broader bandwidths. Unexpected technical, operational, deployment, distribution or other problems could delay or prevent the timely introduction of new solutions, which could result in a loss of market opportunities. Our growth could also suffer if our solutions are not responsive to the needs of wireless carriers, the technological advancements of mobile networks or the preferences of the end-users.

Our business and growth may suffer if we are unable to hire and retain talented personnel.

      Our future success depends on our ability to identify, attract and retain highly skilled, technical service operation and application development engineers and personnel. Qualified individuals are in high demand and competition for such qualified engineers and personnel in our industry is intense, and we may incur significant costs to retain or attract them. As we are not listed on any stock exchange in Korea, the Korean Commercial Code limits our ability to issue stock options to officers and employees of our subsidiaries. As a result, our ability to offer equity compensation to attract new talented personnel is limited. We may not be able to retain our existing engineers or personnel or attract and retain new engineers and personnel in the future. Many candidates may be subject to contractual non-compete clauses which may restrict our ability to employ them. In addition, while most of our employees are bound by contractual non-competition restrictions, such restrictions are often rendered unenforceable by courts in the United States and Korea, which could make us vulnerable to recruitment efforts by our competitors.

The rate of royalties that we pay to music label companies, associations or other content licensors that license copyrighted works to us has increased recently, a continuation of which will cause our costs to increase and may adversely affect our results of operations.

      We generally have an arrangement with music label companies, copyright associations or other licensors of copyrighted works that license music content rights to us for use as part of the services we provide to wireless carriers and their end-users. In countries such as the United States, where musical artists are organized into, or represented by, music label companies, these music content providers have strong bargaining power in negotiating the percentage of revenues payable to them. In the United States, for example, with the increasing popularity of ringtones, royalty payments for real music ringtones have recently increased to several times the retail copyright fee for mechanical, performance and master right fees payable for standard monophonic and polyphonic ringtones.

      In Korea, the Korea Music Copyright Association, a copyright management organization licensed and supervised by the Korean government, is responsible for negotiating the scope of license and rates of royalties payable by service providers on behalf of owners of music copyrights, such as songs and lyrics, as well as the collection of these royalties. The rates for our music-on-demand services are currently being reviewed by the Korean Ministry of Culture and Tourism. Music reproduction, distribution and transmission rights, on the other hand, are owned by music label companies, which have strong bargaining power when negotiating the rate of royalties that we pay to them. Royalties for music copyrights are likely to increase as an increasing number of subscribers, carriers, Internet portals and applications and content providers become dependent on contemporary artists for their music-related business.

      If the rate of these royalties continues to increase, our costs will increase and our results of operations may be adversely affected.

15

SK Telecom will continue to have significant influence over us after this offering and could delay or prevent a change in corporate control, which could in turn reduce the market price of your ADSs.

      We were founded by several SK Telecom executives with initial capital contribution from SK Telecom and its affiliates, including Mr. Tae Won Chey, the controlling person of the SK Business Group. Six of our executive officers, including our chief executive officer (who is also our representative director), executive vice president and three vice presidents for our core business divisions such as applications, music and the Asia-Pacific operation, were formerly employed by SK Telecom. Two of our other directors are currently employed by SK Telecom and three of our directors were nominated by SK Telecom. As of the date of this prospectus, SK Telecom and its affiliates (including Mr. Tae Won Chey) beneficially owned 24.9% of our outstanding voting shares. After this offering, SK Telecom and its affiliates will continue to beneficially own 17.5% of our outstanding voting shares (including our shares held by Mr. Tae Won Chey).

      In addition, in connection with certain transactions, SK Telecom possesses a contractual right of first refusal that may prevent or delay a change of control in us. Previously, Mr. Chey directly owned 5.6 million shares of our common stock, representing 46.9% of our total voting shares then outstanding. In December 2004, Mr. Chey sold 4.6 million shares of our common stock to SAIF Capital Limited, Nokia Venture Partners II, L.P. (and to its affiliate, NVP II Affiliates Fund, L.P.), i-Hatch WTC Holdings, LLC and WTC Investment, LLC. SK Telecom possesses until December 2007 the right of first refusal to purchase all but not part of the securities, assets, property and any other rights or options that are to be transferred by us or such shareholders in connection with any transaction resulting in a change of ownership of (A) more than one half of our voting common shares, by means of (i) a merger, share exchange or consolidation, or (ii) the issuance, sale or transfer of securities or (B) a sale of substantially all of our consolidated assets. In addition, we or such shareholders have agreed not to take any action, waive any right or otherwise seek to complete or directly facilitate any transactions resulting in such change of control transaction. Mr. Chey is one of the selling shareholders and, after this offering, his direct ownership will be reduced to 828,362 common shares, representing 4.4% of our total shares outstanding.

      Accordingly, SK Telecom will be able to exercise significant influence in determining the outcome of any corporate transaction or other matter submitted to our board of directors or our shareholders for approval, including mergers, consolidations and the sale of all or substantially all of our assets. It will also have significant control in preventing or facilitating a change in control. Based on the foregoing, we may be prevented from entering into transactions that could otherwise be beneficial to us. The interest of SK Telecom may differ significantly from the interests of our other shareholders, including you, which could in turn reduce the market price of the ADSs.

      In addition, Mr. Chey was one of our founders and, from August 2000 to July 2003, he served as our chief executive officer and representative director. He resigned from his position as our chief executive officer in July 2003 and as our director in March 2004. In 2002, Mr. Chey was charged with facilitating illicit stock trading and bookkeeping irregularities by SK Networks, an affiliate of the SK Business Group. In June 2003, Mr. Chey was sentenced by the Korean courts to a three year imprisonment, which was confirmed by the Seoul High Court in June 2005 but with a probation of five years and a suspended sentence. The prosecution and Mr. Chey have each appealed to the Supreme Court of Korea. Continued negative publicity with respect to Mr. Chey’s criminal proceeding or with respect to the SK Business Group, including SK Telecom, could adversely affect the market price of the ADSs. See “Related Party Transactions — Relationship with Mr. Tae Won Chey”.

Third parties may sue us for intellectual property infringement, which, if successful, could require us to pay significant damage awards.

      Third parties may sue us for intellectual property infringement or initiate proceedings to invalidate our intellectual property, either of which, if successful, could disrupt the conduct of our business, cause us to pay significant damage awards or require us to pay licensing fees. In the event of a successful claim against us, we may be enjoined from using our intellectual property, incur significant licensing fees and be

16

forced to develop alternative technologies. Our failure or inability to develop non-infringing technology or applications or to license the infringed or similar intellectual property rights, technology or applications on a timely basis could force us to withdraw services from the market or prevent us from introducing new services on a timely basis or at all. In addition, even if we are able to license the infringed or similar intellectual property rights, technology or applications, license fees could be substantial and the terms of such licenses could be burdensome, which may adversely affect our operating results.

      We may also incur substantial expenses in defending against third-party infringement claims, regardless of their merit. Such claims may arise frequently, especially with respect to our music-on-demand, music service platform and music license bank businesses, given the evolving nature of and resulting uncertainty in laws and regulations governing the use and distribution of music and other content in digital format. Successful infringement or licensing claims brought against us may result in substantial monetary liabilities and may materially disrupt the conduct of our business.

If we do not adequately protect our intellectual property rights, we may have to resort to litigation to enforce our intellectual property rights, which could result in substantial costs and diversion of management attention and resources.

      We rely on a combination of patent, copyright, trademark and trade secret laws and restrictions on disclosure to protect our intellectual property rights. Despite our efforts to protect our intellectual property rights, unauthorized parties may attempt to copy or otherwise obtain and use our technology and applications. Monitoring unauthorized use of our applications is difficult and costly, and we cannot be certain that the steps we have taken will prevent piracy and other unauthorized distribution and use of our technology and applications, particularly in countries where the laws may not protect our intellectual property rights as fully as in the United States. From time to time, we may have to resort to litigation to enforce our intellectual property rights, which could result in substantial costs and diversion of management attention and resources.

The mobile entertainment services market in which we operate is fairly new and, coupled with our limited operating history, may make it difficult for you to evaluate our business.

      We were incorporated in June 2000 and began offering ringtone content in 2001, mobile entertainment services such as our ringback tone service in 2002 and game content in 2002. Accordingly, we have a limited history of generating revenues, and the future revenues and income potential of our business is uncertain. In addition, the mobile entertainment services market is nascent and is rapidly evolving. As a result, any evaluation of our business and our prospects must be considered in light of our industry, our limited operating history and the risks and uncertainties often encountered by companies in our stage of development.

The acquisition of other companies, businesses or technologies could result in operating difficulties, dilution and other harmful consequences.

      We may selectively pursue strategic acquisitions, any of which could be material to our business, operating results and financial condition. Future acquisitions could divert management’s time and focus from operating our business. In addition, integrating an acquired company, business or technology is risky and may result in unforeseen operating difficulties and expenditures associated with integrating employees from the acquired company into our organization and integrating each company’s accounting, management information, human resources and other administrative systems to permit effective management. Foreign acquisitions involve risks related to integration of operations across different cultures and languages, currency risks and the particular economic, political and regulatory risks associated with specific countries.

      If we decide to pursue acquisitions or investments to achieve growth, the success of such acquisitions or investments will depend on the availability of suitable acquisition or investment candidates at an acceptable cost, our ability to compete effectively to attract and reach agreement with acquisition candidates on commercially reasonable terms, and the availability of financing to complete such

17

acquisitions or investments. In addition, the anticipated benefits of our future acquisitions may not materialize. Future acquisitions could result in potentially dilutive issuances of our equity securities, the incurrence of debt, contingent liabilities or amortization expenses, or write-offs of goodwill, any of which could harm our financial condition.

We face risks associated with currency exchange rate fluctuations.

      We currently transact business primarily in Korean Won and, to a lesser extent, in U.S. dollars. Since we have adopted the U.S. dollar as our reporting currency, to the extent the Korean Won depreciates against the U.S. dollar, the revenues that we report in U.S. dollars will be negatively affected. On the other hand, an appreciation of the Korean Won against the U.S. dollar would increase our revenues reported in the U.S. dollar. In addition, conducting business in currencies other than the Korean Won and U.S. dollars subjects us to fluctuations in currency exchange rates that could have a negative impact on our reported operating results. Fluctuations in the value of the Korean Won and/or U.S. dollar relative to other currencies impact our revenues, cost of revenues and operating margins and result in foreign currency translation gains and losses. Historically, we have not engaged in exchange rate hedging activities. Although we may implement hedging strategies to mitigate this risk, these strategies may not eliminate our exposure to foreign exchange rate fluctuations and involve costs and risks of their own, such as ongoing management time and expertise, external costs to implement the strategy and potential accounting implications.

We have no business liability or disruption insurance coverage in Korea.

      The insurance industry in Korea is still at an early stage of development. In particular, Korean insurance companies offer limited business insurance products. As a result, we do not have any business liability or disruption insurance coverage for our operations in Korea. Any business disruption, litigation or natural disaster might result in our incurring substantial costs and the diversion of resources.

Carrier network failures could reduce our sales, increase costs or result in a loss of customers.

      We rely on our carriers’ networks to deliver our applications to their end-users and on their billing systems to track and account for the downloading of our applications. Any failure of, or technical problems with, the carriers’ billing and delivery systems, information systems or communications networks could result in the inability of the end-users of our carrier customers to use the applications that we operate or manage on behalf of our carrier customers or prevent the completion of billing for an application. If any of these systems fails, including as a result of an interruption in the supply of power, an earthquake, fire, flood or other natural disaster, or an act of war or terrorism, the wireless subscribers of our carrier customers may be unable to access our applications. Any failure of, or technical problem with, the carriers’ networks could cause us to lose revenues.

Security vulnerabilities, illegal downloads or transfers of music files may harm our music-on-demand business and the revenues we earn from it.

      Our music-on-demand or music service platform business depends on our ability to receive paid subscription fees from downloads or streaming of music content, including full-track music titles. However, computer and Internet technologies that enable or facilitate illegal downloads or transfers of music files, such as MP3 files, to personal computers and mobile handsets pose a significant threat to wireless carriers, service providers and content providers alike. While efforts in the industry are being made to restrict such functions through development of terminals, encoding technologies and customer interface, no assurance can be given that illegal downloads or transfers would be eliminated. There are individuals and groups who develop and deploy software programs that compromise security and encoding technology. For example, hackers may find or develop and widely circulate software that enables unauthorized decoding of digital rights management technology to download music or other content directly onto mobile phones without using our music-on-demand or other content delivery applications. Prevalence of security vulnerabilities, illegal downloads or transfers of music files or lack of market acceptance of paid subscription for music

18

content could adversely affect our music-on-demand or music service platform business and the revenues we earn from it.

We may be required to take significant actions that are contrary to our business objectives in order to avoid being deemed an investment company as defined under the Investment Company Act of 1940, as amended.

      Generally, the Investment Company Act of 1940, as amended, or the Investment Company Act, provides that a company is not an investment company and is not required to register under the Investment Company Act as an investment company if:

•  the company is primarily engaged, directly or through a wholly-owned subsidiary or subsidiaries, in a business or businesses other than that of investing, reinvesting, owning, holding or trading in securities; and

•  40% or less of the fair market value of the company’s assets is represented by investment securities.

      We believe that we are engaged primarily and directly in the businesses of providing services, that less than 40% of the fair market value of our assets is represented by investment securities and, consequently, that we are not an investment company as that term is defined under the Investment Company Act. However, in the future we may be required to take actions to avoid the requirement to register as an investment company, such as depositing substantially all of our net proceeds from this offering into low-yielding bank deposits or other short-term securities which are not considered to be investment securities due to their liquidity and certain other characteristics. These types of investments may reduce the amount of interest on other income we could otherwise generate from our investment activities. In addition, we may need to acquire additional income or loss generating assets that we might not otherwise have acquired or forego opportunities to acquire minority interests in companies that could be important to our strategy.

      The Investment Company Act contains substantive regulations with respect to investment companies including restrictions on their capital structure, operations, transactions with affiliates and other matters which would be incompatible with our operations. If we were to be deemed an investment company in the future, we would, among other things, effectively be precluded from making public offerings in the United States. We could also be subject to administrative or legal proceedings and, among other things, contracts to which we are a party might be rendered unenforceable or subject to rescission.

We may be considered a passive foreign investment company, which could result in adverse U.S. tax consequences for U.S. investors.

      Based upon the nature of our business activities, we may be classified as a passive foreign investment company, or PFIC, for U.S. federal income tax purposes. Such characterization could result in adverse U.S. tax consequences to you if you are a U.S. investor. For example, if we are a PFIC, our U.S. investors will become subject to increased tax liabilities under U.S. tax laws and regulations and will become subject to burdensome reporting requirements. The determination of whether or not we are a PFIC is made on an annual basis and will depend on the composition of our income and assets from time to time. Specifically, for any taxable year we will be classified as a PFIC for U.S. tax purposes if either (i) 75% or more of our gross income in a taxable year is passive income or (ii) the average percentage of our assets (which includes cash) by value in a taxable year which produce or are held for the production of passive income is at least 50%. The calculation of the value of our assets will be based, in part, on the quarterly market value of our ADSs, which is subject to change. In addition, the composition of our income and assets will be affected by how, and how quickly, we spend the cash we raise in this offering. If we are a PFIC for any taxable year during which you hold our ADSs or common shares, you could be subject to adverse U.S. tax consequences. See “Taxation — U.S. federal income tax considerations — Passive foreign investment companies.”

19

Risks related to our market environment

Increased tensions with North Korea could adversely affect us.

      Relations between Korea and North Korea have been tense throughout Korea’s modern history. The level of tension between the two Koreas has fluctuated and may increase or change abruptly as a result of current and future events, including ongoing contacts at the highest levels of the governments of Korea and North Korea. In December 2002, North Korea removed the seals and surveillance equipment from its Yongbyon nuclear power plant and evicted inspectors from the United Nations International Atomic Energy Agency. In January 2003, North Korea renounced its obligations under the Nuclear Non-Proliferation Treaty. In August 2003, representatives of Korea, the United States, North Korea, China, Japan and Russia held multi-lateral talks in an effort to resolve issues relating to North Korea’s nuclear weapons program. While the talks concluded without resolution, participants in the August meeting indicated that further negotiations may take place in the future and, in February 2004, six-party talks resumed in Beijing, China. A third round of talks were held in June 2004 with an agreement to hold further talks in September, which were postponed and have not resumed yet. In February 2005, North Korea announced that it possesses nuclear weapons and pulled out of six-party disarmament talks. In July 2005, North Korea returned to the six-party talks and held bilateral talks with the United States to discuss the issue of nuclear weapons. In September 2005, the six parties reached an accord, under which North Korea pledged to give up atomic weapons and abandon existing nuclear programs in exchange for economic assistance and U.S. security assurances. However, obstacles are expected to remain as to the interpretation and implementation of the accord.

      In addition, in June 2004, the United States proposed plans to withdraw approximately one-third of the 37,500 troops currently stationed in Korea by the end of 2005. However, details regarding the timing and other aspects of the proposed reduction in U.S. troops are not yet finalized and talks between the governments of the United States and Korea are ongoing. Any further increase in tensions, which may occur, for example, if high-level contacts break down or military hostilities occur, could have a material adverse effect on our business, financial condition and results of operations.

Our businesses may be adversely affected by developments affecting the Korean economy.

      We generate a substantial portion of our revenue from operations in Korea. In 2004, we derived approximately 83% of our revenues from our operations in Korea and in the nine months ended September 30, 2005, we derived approximately 67% of our revenues from our operations in Korea. Adverse developments in Korea’s economy or its political or social conditions may have an adverse effect on the number of subscribers we service and results of operations, which could have an adverse effect on our business. The economic indicators during the past few years have shown mixed signs of recovery and uncertainty, and future recovery or growth of the economy is subject to many factors beyond our control. Events related to terrorist attacks in the United States that took place on September 11, 2001, recent developments in the Middle East, including the war in Iraq, higher oil prices, the general weakness of the global economy and the outbreak of severe acute respiratory syndrome in Asia and other parts of the world have increased the uncertainty of world economic prospects in general and continue to have an adverse effect on the Korean economy. Any future deterioration of the Korean economy could adversely affect our financial condition and results of operations.

Risks relating to regulations applicable to us

We are subject to additional regulation as a result of our affiliation with the SK Business Group, which could harm our ability to compete effectively in Korea.

      We qualify as a member of the SK Business Group, which is currently designated by the Korean Fair Trade Commission as an “enterprise group subject to limitation on the total amount of shareholdings, cross-shareholdings and cross-guarantees” under the Korean Monopoly Regulation and Fair Trade Act, or the Fair Trade Act. Members of such enterprise group are subject to regulations such as restrictions on

20

debt guarantee and cross-shareholding between member companies and acquisition of shares of other domestic companies as well as additional disclosure requirements. In addition to operating ringback tone, messaging and other application services, we at times provide SK Telecom operations support, data gathering, testing, consulting and maintenance services for its mobile phone portals and websites for certain of its services. Third party wireless value-added service providers may claim that the simultaneous provision of wireless value-added services, application service software and technical consulting services by us to SK Telecom amounts to unfair assistance by SK Telecom, especially in light of the fact that SK Telecom and its affiliates together owned 24.9% of our outstanding voting shares as of the date of this prospectus and is our special related person under the Fair Trade Act. Actions arising from any such claim could impair our ability to provide services to SK Telecom, which could materially and adversely affect our competitive position as well as our revenue and overall financial condition.

Changes in government regulation of the media and wireless communications industries may adversely affect our business.

      It is possible that new laws and regulations may be adopted in Korea, the United States and elsewhere which could restrict the media and wireless communications industries, including customer privacy, taxation, content suitability, copyright, distribution and antitrust. Furthermore, the growth and development of the market for electronic commerce may prompt calls for more stringent consumer protection laws that may impose additional burdens on companies such as ours conducting business through wireless carriers. Changes in current laws or regulations or the imposition of new laws and regulations in Korea, the United States or elsewhere regarding the media and wireless communications industries may lessen the growth of wireless communications services and may materially reduce our ability to increase or maintain sales of our applications.

We may be subject to a tax audit in the near future, resulting in additional tax assessment.

      We operate within domestic and foreign taxing jurisdictions and are subject to audit in those jurisdictions. In particular, companies in Korea are subject to tax audits by the Korean National Tax Service. We have not yet received any tax audit since our inception in 2000. In general, the Korean National Tax Service conducts such tax audits on Korean companies every five years since the tax claims are prescribed if unclaimed for five years. These audits can involve complex issues, which may require an extended period of time for resolution. Although we believe that our financial statements reflect a reasonable assessment of our tax liability, it is possible that the ultimate resolution of these issues could significantly differ from our original tax determinations. If there is a dispute with the Korean National Tax service, these audits may result in the payment of additional tax, which may be substantial.

Risks related to this offering

There has been no prior market for our common shares or ADSs and this offering may not result in an active or liquid market for our ADSs.

      Our common shares are not listed on any stock exchange or organized trading market. Prior to this offering, there has not been a public market for our common shares and ADSs. While we have applied for the quotation of our ADSs on NASDAQ, we cannot provide assurance that an active or liquid public market for our ADSs will develop or be sustained. The initial public offering price of the ADSs will be determined through negotiations between us and the underwriters, and it may not necessarily be indicative of the market price after this offering is complete. You may be unable to resell your ADSs at or above the initial public offering price and, as a result, you may lose all or part of your investment.

21

The sale or availability for sale of substantial amounts of our ADSs could adversely affect their market price.

      Sales of substantial amounts of ADSs in the public market after the completion of this offering, or the perception that these sales could occur, could adversely affect the market price of our ADSs and could materially impair our future ability to raise capital through offerings of our ADSs.

      There will be 18,907,216 common shares (equivalent to 18,907,216 ADSs) outstanding immediately after this offering, assuming no exercise of the underwriters’ over-allotment option and no exercise of outstanding stock options. All of the common shares underlying the ADSs sold in this offering will be freely tradable without restriction or further registration under the Securities Act, unless held by our “affiliates” as that term is defined in Rule 144 under the Securities Act. All or a portion of the 3,003,222 common shares outstanding, representing 15.9% of the total outstanding common shares immediately after the offering (assuming no exercise of the underwriters’ over-allotment option and no exercise of outstanding stock options) and held by individual shareholders none of whom are our “affiliates” as that term is defined in Rule 144 will be unrestricted and will be freely tradable without restriction under the U.S. Securities Act. The remaining shares outstanding and held by existing shareholders (including those beneficially owned by our “affiliates”, such as SK Telecom and its affiliates (including Mr. Tae Won Chey) and our executive officers) immediately after this offering are “restricted securities” as defined in Rule 144 and may be sold in the public market in the United States only if they are registered or if they qualify for an exemption from registration under Rule 144, Rule 144(k) or Rule 701 under the Securities Act or if other exemptions from registration are available. Under the amended investor rights agreement by us and certain of our shareholders, we have granted certain registration rights to certain of our shareholders with respect to the common shares they own or, in the case of holders of the Series A and Series B preferred shares, will own upon conversion of such preferred shares. Upon request by holders of at least 35% of such shares, we are obligated to effect no more than two demand registrations in the aggregate or no more than two shelf registrations per calendar year in accordance with the terms of the amended investor rights agreement. The Series A and B preferred shareholders and Mr. Tae Won Chey also have “piggyback” registration rights pursuant to this agreement.

      In connection with this offering, we, all of our directors and officers, all of our selling shareholders and other shareholders and option holders, holding in the aggregate 97.4% of our outstanding common shares, have agreed, subject to specified exceptions, not to sell any of our ADSs for 180 days after the date of this prospectus without the written consent of the representatives of the underwriters. However, the underwriters may release these securities from these restrictions at any time. We cannot predict what effect, if any, market sales of securities held by these shareholders or the availability of these securities for future sale will have on the market price of our ADS.

Because the initial public offering price is substantially higher than the pro forma net tangible book value per share, you will incur immediate and substantial dilution.

      If you purchase ADSs in this offering, you will pay more for your ADSs than the amount paid by existing shareholders for their common shares on a per ADS basis. As a result, assuming no exercise of outstanding options to acquire common shares, you will experience immediate and substantial dilution of approximately US$9.64 per ADS, representing the difference between our pro forma net tangible book value per ADS as of September 30, 2005 after giving effect to this offering, and the mid-point of the offering price range set forth on the cover page of this prospectus of US$15.00 per ADS. In addition, you may experience further dilution to the extent that common shares are issued upon the exercise of stock options. Substantially all of the common shares issuable upon the exercise of currently outstanding stock options will be issued at a purchase price on a per ADS basis that is less than the initial public offering price per ADS in this offering.

22

Shareholder rights under Korean law may differ from shareholder rights in the United States, which could adversely affect your ability to protect your interests.

      Our corporate affairs are governed by our articles of incorporation and by the laws governing Korean corporations. The rights of shareholders to take actions against the directors, actions by minority shareholders, and the fiduciary responsibilities of our directors to us under Korean law may be different from those that apply to shareholders and directors of a U.S. corporation. For example, minority shareholder rights afforded under Korean law often require the minority shareholder to meet minimum shareholding requirements in order to exercise certain rights. Under applicable Korean law, a shareholder must own at least (i) one percent of the total issued shares to bring a shareholders’ derivative lawsuit, (ii) three percent to demand an extraordinary meeting of shareholders, demand removal of directors or inspect the books and related documents of a company and (iii) ten percent to apply to the court for dissolution if there is gross improper management or a deadlock in corporate affairs likely to result in significant and irreparable injury to the company or to apply to the court for reorganization in the case of an insolvency. In addition, Korea has a less developed body of securities laws as compared to the United States, and some states, such as Delaware, that have more fully developed and judicially interpreted bodies of corporate laws. While the facts and circumstances of each case will differ, the duty of care required of a director under Korean law may not be as clearly established as it would be under statutes or judicial precedents in existence in some jurisdictions in the United States such as Delaware. Although the concept of the “business judgment rule” exists in Korea, there is comparatively limited and insufficient case law or judicial precedent to provide guidance to the management and shareholders as to how it should be applied or interpreted in a particular circumstance. Moreover, since Korea maintains a civil law system, decisions of Korean courts, including higher level courts, are of persuasive authority but are not binding on a court in Korea. Also, Korean law has not yet fully authorized the filing of class actions. Such action is ordinarily available in respect of U.S. corporations in U.S. courts. Finally, Korean companies may not have standing to initiate shareholder derivative action before the federal courts of the United States. As a result, our public shareholders may face different considerations in protecting their interests in actions against the management, directors or our controlling shareholders than would shareholders of a corporation incorporated in a jurisdiction in the United States.

Your ability to deposit or withdraw common shares underlying the ADSs into and from the depositary facility may be limited, which may adversely affect the value of your investment.

      Under the terms of our deposit agreement, holders of our common shares may deposit such shares with the depositary’s custodian in Korea and obtain ADSs, and holders of our ADSs may surrender the ADSs to the depositary and receive our common shares. However, to the extent that a deposit of common shares exceeds the difference between:

•  the aggregate number of common shares we have consented to be deposited for the issuance of ADSs (including deposits in connection with offerings of ADSs and stock dividends or other distributions relating to ADSs); and

•  the number of common shares on deposit with the custodian for the benefit of the depositary at the time of such proposed deposit,

such common shares will not be accepted for deposit unless (1) our consent with respect to such deposit has been obtained or (2) such consent is no longer required under Korean laws and regulations or under the terms of the deposit agreement. See “Description of American Depositary Shares”.

You may not be able to exercise preemptive rights or participate in rights offerings and may experience dilution of your holdings.

      Pursuant to the Korean Commercial Code, we are required to grant subscription rights to existing shareholders when issuing additional common shares to non-shareholders except in certain cases expressly provided for under our articles of incorporation, including, among others, (i) the issuance of up to a certain number of common shares to our employees, officers, directors, contractors, advisors or consultants,

23

(ii) the issuance of any shares or share-related securities upon the exercise, conversion or exchange of outstanding options, warrants or convertible securities, (iii) the issuance of shares or share-related securities pursuant to an acquisition, merger or consolidation approved by an agreement among our shareholders and (iv) the issuance of shares in connection with this offering. However, under U.S. law, we would not be able to make these subscription rights available in the United States unless we register the securities to which the rights relate or an exemption from the registration requirements under the U.S. Securities Act is available. Under the deposit agreement governing the ADSs, if we offer rights to subscribe for additional common shares, the depositary under the deposit agreement, after consultation with us, may make such rights available to you or dispose of such rights on behalf of you and make the net proceeds available to you or, if the depositary is unable to take such actions, it may allow the rights to lapse with no consideration to be received by you. The depositary is generally not required to make available any rights under any circumstances. We are under no obligation to file a registration statement under the U.S. Securities Act to enable you to exercise preemptive rights in respect of the common shares underlying the ADSs, and we cannot assure you that any registration statement would be filed or that an exemption from the registration requirement under the Securities Act would be available. Accordingly, you may not be entitled to exercise preemptive rights and may thereby suffer dilution of your interests in us.

As an ADS holder, you have limited means to exercise your voting rights.

      As an ADS holder, we will not treat you as one of our shareholders and you will not have the rights of a shareholder. Korean law governs shareholder rights. The depositary will be the shareholder of the common shares underlying your ADSs. As a holder of ADSs, you will have ADS holder rights. A deposit agreement among us, the depositary and you, as an ADS holder, sets out ADS holder rights as well as the rights and obligations of the depositary. New York law governs the deposit agreement and the ADSs. Upon receipt of the necessary voting materials, you may instruct the depositary to vote the number of shares your ADSs represent. The depositary will notify you of shareholders’ meetings and arrange to deliver our voting materials to you only when we deliver them to the depositary with sufficient time under the terms of the deposit agreement. If there is a delay, we cannot ensure that you will receive voting materials or otherwise learn of an upcoming shareholders’ meeting in time to ensure that you may instruct the depositary to vote your shares. In addition, the depositary and its agents are not responsible for failing to carry out voting instructions or for the manner of carrying out voting instructions.

You will not be able to exercise dissent and appraisal rights unless you have withdrawn the underlying common shares and become our direct shareholder.

      In some limited circumstances, including a transfer of the whole or any significant part of our business, an acquisition of a business having a material effect on our business, or a merger or consolidation with another company, dissenting shareholders have the right to require us to purchase their shares under Korean law. However, if you hold our ADSs, you will not be able to exercise such dissent and appraisal rights unless you have withdrawn the underlying common shares from the depositary facility prior to the record date for the shareholders’ meeting at which the relevant transaction is to be approved.

We may amend the deposit agreement and the ADRs without your consent for any reason and, if you disagree, your option will be limited to selling the ADSs or withdrawing the underlying securities.

      We may agree with the depositary to amend the deposit agreement and the American depositary receipts, or ADRs, without your consent for any reason. If an amendment adds or increases fees or charges, except for taxes and other governmental charges or expenses of the depositary, for registration fees, facsimile costs, delivery charges or similar items, or prejudices a substantial right of ADS holders, it will not become effective for outstanding ADRs until 30 days after the depositary notifies ADS holders of the amendment. At the time an amendment becomes effective, you are considered, by continuing to hold your ADSs, to agree to the amendment and to be bound by the ADRs and the deposit agreement as amended. If you do not agree with an amendment to the deposit agreement or the ADRs, your option is limited to selling the ADSs or withdrawing the underlying securities. No assurance can be given that the

24

sale of ADSs would be made at a price satisfactory to you in such circumstances. In addition, as of the date hereof, the common shares underlying the ADSs are not listed on any stock exchange in Korea. Your ability to sell the underlying common shares following withdrawal and the liquidity of the common shares may be limited.

We have discretion as to how we will use the net proceeds of this offering and you may not necessarily agree with how we use them.

      The net proceeds to us from this offering will be approximately US$52 million (or approximately US$64 million if the over-allotment option is exercised in full). Our management may spend the net proceeds from this offering in ways you may not agree with or that do not yield a favorable return to our shareholders. We plan to use the net proceeds from this offering for working capital and general corporate purposes. We also may use a portion of the net proceeds for the acquisition of businesses and technologies. We have no current agreements or commitments for such acquisition at this time. See “Use of Proceeds”. However, our management will have discretion as to the application of our net proceeds. You are entrusting your funds to our management, upon whose judgment you must depend, for the specific uses we will make of the net proceeds from this offering.

We will incur increased costs as a result of being a public company.

      We are a foreign private issuer in Korea and operate in a business and cultural environment that is different from that of the United States. Unlike certain other Korean companies currently listed on NASDAQ, we are not a public company in Korea and, as such, have not been subject to any public disclosure requirements except for public disclosure requirements under the Korean Monopoly Regulation and Fair Trade Act. After this offering, as a public company listed on NASDAQ, we will incur significant legal, accounting and other expenses that we did not incur as a private company. We also anticipate that we will incur costs associated with recently adopted corporate governance requirements, including requirements under the Sarbanes-Oxley Act of 2002 as well as new rules implemented by the Securities and Exchange Commission, or the SEC, and the National Association of Securities Dealers, or NASD. We expect these rules and regulations to increase our legal, accounting and financial compliance costs and to make some activities more time-consuming and costly. We also expect these new rules and regulations may make it more difficult and more expensive for us to obtain director and officer liability insurance and we may be required to accept reduced policy limits and coverage or incur substantially higher costs to obtain the same or similar coverage. We cannot predict or estimate the amount of additional costs we may incur or the timing of such costs.

We and our auditors have identified certain material weaknesses in our internal controls and if we fail to achieve and maintain an effective system of internal controls, we may be unable to accurately report our financial results or reduce our ability to prevent or detect fraud, and investor confidence and the market price of our ADSs may be adversely affected.

      We are a non-public company incorporated in Korea and thus have traditionally reported our financial statements under generally accepted accounting principles in Korea, or Korean GAAP. As a result, we have been subject only to minimum corporate governance and reporting standards applicable to unlisted companies in Korea.

      In connection with the preparation of our financial statements under generally accepted accounting principles in the United States, or U.S. GAAP, we discovered areas of our internal controls and reporting that need improvement. As examples, our expertise in U.S. GAAP reporting is limited and our current enterprise accounting system is configured to report financial results in Korean GAAP and has not yet been customized to support U.S. GAAP reporting. As a result, in connection with the preparation of financial statements under U.S. GAAP, we have used external consultants to assist us in the preparation of financial statements and have had to use certain manual procedures in preparing our financial statements.

25

      In connection with their audit of our financial statements prepared under U.S. GAAP, our independent registered public accountants identified certain material weaknesses (as defined under standards established by the Public Company Accounting Oversight Board) in our finance team’s ability to support the financial reporting requirements of a U.S. registrant. As a result of, among other things, the complexity of our business and the related accounting effects, the significant growth in our business and shortage in staffing of qualified accounting personnel, our independent accountants have specifically referenced the following areas:

•  our knowledge of general accounting and specific U.S. GAAP issues and our lack of internal accounting resources and reliance on external resources for accounting, U.S. GAAP, advice and bookkeeping support;

•  ability to prepare timely consolidated financial statements under U.S. GAAP; and

•  reliance on spreadsheet programs, which are generally more prone to errors due to the absence of effective controls over such spreadsheet access and use, to perform consolidation and prepare U.S. GAAP financial statements.

      Our management and audit committee are currently executing plans to improve the identified weaknesses in internal controls through efforts to hire personnel with appropriate levels of U.S. GAAP experience and accounting expertise, engaging outside resources to assist in the preparation and closing of financial statements and upgrading our enterprise reporting system to support U.S. GAAP reporting.

      However, we cannot be certain that these measures will ensure that we implement and maintain adequate controls over our financial processes and reporting in the future. As we will be subject to the reporting and other obligations under U.S. federal securities laws, including the Sarbanes-Oxley Act of 2002, we will be subject to more stringent obligations than those applicable to unlisted companies in Korea. If we fail to create an effective system of internal controls, we may be unable to accurately report our financial results or prevent fraud, and investor confidence and the market price of our ADSs may be adversely affected.

You may have difficulty bringing an original action or enforcing any judgment obtained outside Korea against us, our directors and officers or other offering participants, such as underwriters or experts, who are not U.S. persons.

      We are organized under the law of Korea, and a majority of our directors and officers reside in Korea. More than a significant majority of our assets and the assets of such persons are located outside of the United States. As a result, it may not be possible for you to effect service of process within the United States upon these persons or to enforce against them or us court judgments obtained in the United States that are predicated upon the civil liability provisions of the federal securities laws of the United States or of the securities laws of any state of the United States. We have, however, appointed WiderThan Americas, our wholly-owned subsidiary in the United States, as our agent in the State of New York to receive service of process in any proceedings in the State of New York relating to our ADSs. Notwithstanding the foregoing, there is doubt as to the enforceability in Korea, either in original actions or in actions for enforcement of judgments of United States courts, of civil liabilities predicated on the federal securities laws of the United States or the securities laws of any state of the United States.

26

EXCHANGE RATES

      Fluctuations in the exchange rate between the Korean Won and U.S. dollar may affect the market price of our ADSs. These fluctuations will also affect the U.S. dollar conversion by the depositary of any cash dividends paid in Korean Won and the Korean Won proceeds received by the depositary from any sale of our common shares represented by our ADSs.

      For the purpose of our financial reporting, we have selected the U.S. dollar as our reporting currency. We translated our Korean Won-denominated financial statements into U.S. dollars using noon buying rates. The “noon buying rate” is the rate in The City of New York used for cable transfers in foreign currencies as certified for customs purposes by the Federal Reserve Bank of New York. The table below sets forth, for the periods indicated, information concerning the noon buying rate for Korean Won, expressed in Won per one U.S. dollar.

Years ended December 31,	Low		High		Average(1)		Period-end
	(Won per $1.00)
2000	W	1,105.5	W	1,267.0	W	1,130.9	W	1,267.0
2001		1,234.0		1,369.0		1,292.0		1,313.5
2002		1,160.6		1,332.0		1,250.4		1,186.3
2003		1,146.0		1,262.0		1,192.1		1,192.0
2004		1,035.1		1,195.1		1,145.2		1,035.1
2005 (through November 17, 2005)		997.0		1,059.8		1,023.3		1,034.4
January		1,024.0		1,058.0		1,038.0		1,026.9
February		1,000.9		1,044.0		1,023.1		1,000.9
March		997.5		1,023.9		1,007.8		1,015.4
April		997.0		1,019.0		1,010.1		1,001.0
May		997.0		1,009.0		1,001.8		1,005.0
June		1,003.0		1,034.5		1,012.5		1,034.5
July		1,018.5		1,054.0		1,036.6		1,026.5
August		1,011.6		1,039.2		1,021.7		1,039.0
September		1,024.3		1,042.4		1,029.8		1,042.4
October		1,037.3		1,059.8		1,045.9		1,043.5
November (through November 17, 2005)		1,034.4		1,049.0		1,042.2		1,034.4

Source: Federal Reserve Bank of New York.

Note:

(1)  Annual and monthly averages are calculated using the average of the daily rates during the relevant period.

27

USE OF PROCEEDS

      The net proceeds to us from the sale of the 4,000,000 ADSs in this offering is expected to be approximately US$52 million, assuming the mid-point of the offering price range set forth on the cover page of this prospectus of US$15.00 per ADS and after deducting underwriting discounts and commissions and estimated expenses payable by us. If the underwriters’ over-allotment option is exercised in full, the net proceeds to us would be approximately US$64 million. We will not receive any of the proceeds from the sale of the ADSs by the selling shareholders, including proceeds from the sale of ADSs by Melody Share Corporation, a Cayman Islands company, which is consolidated into our financial statements. The proceeds received by Melody Share Corporation will be used exclusively to (i) repay Melody Share Corporation’s short-term debt, (ii) satisfy Melody Share Corporation’s VSO Cash Rights and KSO Cancellee Cash Rights liabilities and (iii) pay certain legal and other expenses.

      We expect to use the proceeds from this offering primarily to strengthen our global market position by expanding into new markets in which we have limited or no presence (including but not limited to Europe and China) either through opening of new offices or acquisitions. In addition, we may look at acquisitions in some of our existing markets.

      Other uses of proceeds will likely include increased investment in research and development for new products and services, capital expenditures where needed, and general corporate purposes.

      The amounts and timing of our actual expenditures will depend on several factors, including the amount of cash generated or used by our ongoing operations. We have neither determined the timing of the expenditures nor the amounts to be expended in any specific area. Pending their use, we intend to invest the net proceeds in low-yielding bank deposits or other short-term securities which are not considered to be investment securities.

28

DIVIDEND POLICY

      Since our inception, we have not declared or paid any dividends on our common shares. Any decision to pay dividends in the future will be subject to a number of factors, including cash requirements for future capital expenditures and investments, and other factors our board of directors may deem relevant. We have no intention to pay dividends in the near future.

      Holders of outstanding shares on a dividend record date will be entitled to the full dividend declared without regard to the date of issuance of the common shares or any subsequent transfer of the common shares. Payment of annual dividends in respect of a particular year, if any, will be made in the following year after approval by our shareholders at the annual general meeting of shareholders, subject to certain provisions of our articles of incorporation and the Korean Commercial Code. See “Description of Capital Stock — Dividends”.

      Subject to the terms of the deposit agreement for the ADSs, you will be entitled to receive dividends on common shares represented by ADSs to the same extent as the holders of common shares, less the fees and expenses payable under the deposit agreement in respect of, and any Korean tax applicable to, such dividends. See “Taxation — Korean taxation — Dividends on the shares or ADSs”. The depositary will generally convert the Korean Won it receives into U.S. dollars and distribute the U.S. dollar amounts to you.

29

CONSOLIDATION OF CERTAIN RELATED ENTITIES

      The following chart shows our organizational structure, our consolidated entities and our percentage equity ownership in those entities, as of the date of this prospectus. Our consolidated entities are represented by rectangles and ovals. Certain shareholders of those entities are represented by diamonds.

      WiderThan is a company organized under the laws of Korea and is the issuer of the common shares representing the ADSs being sold in this offering. WiderThan has three wholly-owned operating subsidiaries: WiderThan Americas, Inc., a Delaware corporation, and two additional smaller subsidiaries, one organized in Indonesia and the other in the United Kingdom.

      WT Investor Corp. is a Delaware corporation formed and owned by two shareholders of WiderThan. Melody Share Corporation is a special purpose company that was incorporated in the Cayman Islands and has as its sole shareholder Maples Finance Jersey Limited, which holds the shares as trustee under a declaration of trust, the ultimate beneficiaries of which are certain charities. WT Investor Corp. and Melody Share Corporation were formed in August 2005 in connection with the VSO exchange (see “Management — VSO exchange”) in which all of the virtual stock options granted by WiderThan Americas were cancelled. In exchange, holders of these virtual stock options were awarded cash rights, called VSO Cash Rights, and, if eligible, employee stock options.

      These VSO Cash Rights were awarded by Melody Share Corporation. WT Investor Corp. effectively guarantees the debt obligation of Melody Share Corporation through a put agreement. Under FASB Interpretations No. 46(R), WT Investor Corp. must consolidate Melody Share Corporation because it has a variable interest in Melody Share Corporation, and is its primary beneficiary. In addition, under FASB Interpretations No. 46(R), WiderThan must consolidate WT Investor Corp. because WiderThan has a variable interest in WT Investor Corp., and is its primary beneficiary. As a result, WiderThan has consolidated the results of both WT Investor Corp. and Melody Share Corporation into its financial statements. However, WiderThan does not own any of the equity of either WT Investor Corp. or Melody Share Corporation nor is it liable for any of the obligations of WT Investor Corp. or those of Melody Share Corporation.

30

CAPITALIZATION

      The following table sets forth our short-term debt and capitalization as of September 30, 2005 as follows:

•  on an actual basis;

•  on a pro forma basis to give effect to the conversion of all of our outstanding convertible redeemable Series A and B preferred stock into an aggregate of 3,481,049 shares of our common stock, to give effect to the conversion of 50,000 shares of our outstanding convertible redeemable Series C preferred stock into an aggregate of 50,000 shares of our common stock, to give effect to the conversion of 876,167 shares of our convertible redeemable Series C preferred stock, currently held by Melody Share Corporation, into 876,167 shares of our common stock and their sale in the form of ADSs at an assumed initial public offering price of US$15.00 per ADS, and to give effect to the use of these proceeds from the sale of the 876,167 ADSs to repay Melody Share Corporation’s short-term debt which appears on our balance sheet; and

•  on a pro forma basis as adjusted to give effect to the issuance and sale of the 4,000,000 ADSs (assuming no exercise of the over-allotment option) in this offering at an assumed initial public offering price of US$15.00 per ADS, after deducting underwriting discounts, commissions and estimated offering expenses payable by us.

31

      You should read this table in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our financial statements and the notes thereto, included elsewhere in this prospectus.

			As of September 30, 2005
							Pro forma
			Actual		Pro forma		as adjusted
					(unaudited)		(unaudited)
			(In thousands of $, except for share
			data)
Short-term debt			$	9,209	$	—	$	—
Long-term debt			$	—	$	—	$	—
Minority interest				900		900		900
Convertible redeemable preferred stock: W500 par value Series A authorized 5 million shares, issued and outstanding 1,428,570, liquidation preference $4.39, no shares outstanding on a pro forma and on a pro forma as adjusted basis				6,233		—		—
	Series B authorized 5 million shares, issued and outstanding 2,052,479, liquidation preference $13.51, no shares outstanding on a pro forma and on a pro forma as adjusted basis			20,293		—		—
	Series C authorized 2 million shares, issued and outstanding 50,000, no shares outstanding on a pro forma and on a pro forma as adjusted basis(1)			493		—		—
Shareholders’ equity:
Common stock, W500 par value:
	30 million common shares authorized; 10,500,000 common shares issued and outstanding (14,907,216 common shares issued and outstanding on a pro forma basis and 18,907,216 common shares issued and outstanding on a pro forma as adjusted basis)(2)			4,537		6,651		8,570
Additional paid-in capital				4,619		42,666		92,547
Retained earnings				15,582		15,582		15,582
Accumulated other comprehensive income				4,349		4,349		4,349
	Total shareholders’ equity			29,087		69,248		121,048
		Total capitalization	$	57,006	$	70,148	$	121,948

Notes:

(1)	On an actual basis, this excludes 876,167 shares of Series C preferred shares held by Melody Share Corporation, which is required to be consolidated into our financial statements.
(2)	Assumes no exercise of over-allotment options and outstanding stock options.

32

DILUTION

      If you invest in our ADSs through this offering, your interest will be diluted to the extent of the difference between the assumed initial public offering price per ADS and the net tangible book value per ADS immediately after the completion of this offering.

      Net tangible book value per ADS represents the amount of our total tangible assets and total liabilities, divided by the number of ADS equivalents outstanding, assuming the conversion of 876,167 shares of our convertible redeemable Series C preferred stock, currently held by Melody Share Corporation, into 876,167 shares of our common stock and their sale in the form of ADSs at an assumed initial public offering price of US$15.00 per ADS, and assuming the use of proceeds from the sale of these 876,167 ADSs to repay Melody Share Corporation’s short-term debt which appears on our balance sheet. As of September 30, 2005, our net tangible book value was US$50.0 million, or US$3.32 per share (or US$3.32 per ADS). After giving effect to the sale by us of 4,000,000 ADSs in this offering at an assumed initial public offering price of US$15.00 per ADS, and after deducting estimated underwriting discounts and commissions and estimated expenses payable by us, the net tangible book value at September 30, 2005 would have been US$101.4 million, or approximately US$5.36 per share (or US$5.36 per ADS). This represents an immediate increase in net tangible book value of US$2.04 per share (or US$2.04 per ADS) to our existing shareholders and an immediate dilution in net tangible book value of US$9.64 per share (or US$9.64 per ADS) to new investors purchasing ADSs in this offering.

      The following table illustrates this dilution on a per ADS basis:

Assumed initial public offering price per ADS			$	15.00
	Net tangible book value per ADS as of September 30, 2005	3.32
	Increase in net tangible book value per ADS attributable to the sale of ADSs in the offering	2.04
Net tangible book value per ADS after giving effect to this offering				5.36
Dilution per ADS to new investors			$	9.64

      The following table sets forth, as of September 30, 2005, the differences between the existing shareholders and the new investors in respect of the number of ADSs or ADS equivalents purchased from us, the total consideration paid and the average price per ADS or ADS equivalent paid by existing shareholders and by new investors, before deducting underwriting discounts and commissions and estimated offering expenses payable by us, at an assumed initial public offering price of US$15.00 per ADS.

		ADSs or ADS equivalents
		purchased					Total consideration					Average price
												per ADS or
		Number		Percent			Amount		Percent			ADS equivalent
		(In thousands)					(In thousands of $)
Existing shareholders			14,907		78.8	%	$	49,317		45.1	%	$	3.31
New investors			4,000		21.2			60,000		54.9			15.00
	Total		18,907		100.0	%	$	109,317		100.0	%

33

      The foregoing discussions and tables on the number of ADSs outstanding as of September 30, 2005, which:

•  includes 3,531,049 ADSs that will be issued upon conversion of all of our outstanding convertible redeemable preferred stock, except that held by Melody Share Corporation; and

•  includes 876,167 ADSs that will be issued upon conversion of 876,167 shares of our convertible redeemable Series C preferred stock, currently held by Melody Share Corporation, which is required to be consolidated into our financial statements; but

•  excludes 1,452,626 ADSs that will be subject to issuance upon exercise of the stock options that we granted under our stock option plans; and

•  excludes 900,000 ADSs subject to issuance by us if the underwriters exercise their option in full.

34

SELECTED CONSOLIDATED FINANCIAL INFORMATION AND OTHER DATA

      The balance sheet data as of December 31, 2003 and 2004, and the statement of operations data for the years ended December 31, 2002, 2003 and 2004 are derived from our audited financial statements and related notes thereto included elsewhere in this prospectus. The balance sheet data as of December 31, 2002 is derived from our audited financial statements and related notes thereto not included in this prospectus. The balance sheet data as of December 31, 2000 and 2001, and the statement of operations data for the period from June 16, 2000, the date of our inception, through December 31, 2000 and for the year ended December 31, 2001 are derived from our unaudited financial statements not included in this prospectus. The balance sheet data as of September 30, 2005, and the statement of operations data for the nine months ended September 30, 2004 and 2005 are derived from our unaudited financial statements and related notes thereto included elsewhere in this prospectus.

      These financial statements have been prepared in accordance with accounting principles generally accepted in the United States. The information set forth below is not necessarily indicative of results that should be expected for future periods, and results for the nine months ended September 30, 2005 are not necessarily indicative of results of operations to be expected for the full year. The information set forth below should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our financial statements and related notes thereto included elsewhere in this prospectus.

																				For the nine months ended
					For the years ended December 31,															September 30,
Actual					2000(1)			2001			2002			2003			2004(2)			2004		2005(2)
					(unaudited)			(unaudited)												(unaudited)		(unaudited)
					(In thousands of $, except share and per share data)
Income statement data:
Revenues:
	Service revenues(3)
		Carrier application services			$	—		$	—		$	4,682		$	12,756		$	24,670		$	15,601	$	43,540
		Content services				—			1,176			4,580			11,448			18,176			11,446		13,872
		Professional and other services				807			4,328			10,892			10,370			9,423			7,231		6,415
			Total service revenues			807			5,504			20,154			34,574			52,269			34,278		63,827
	System sales(3)					878			14,033			23,212			24,470			10,563			5,907		6,248
				Total revenues		1,685			19,537			43,366			59,044			62,832			40,185		70,075
Costs and expenses:
	Cost of service revenues (exclusive of depreciation and amortization, as shown below)(3)					535			6,401			12,591			17,766			22,585			15,586		23,292
	Cost of system sales (exclusive of depreciation and amortization, as shown below)(3)					844			10,172			21,260			20,311			7,813			4,919		4,049
	Depreciation and amortization					32			233			543			1,244			2,490			1,622		3,104
	Selling and marketing					39			227			1,454			2,841			2,601			1,236		3,538
	General and administrative					563			2,369			3,511			7,300			14,355			9,830		16,668
	Research and development					—			—			1,020			1,374			3,760			1,738		8,805
	Stock compensation (Note A)					—			—			—			—			3,029			2,777		2,576
				Total costs and expenses		2,013			19,402			40,379			50,836			56,633			37,708		62,032
Operating income (loss)						(328	)		135			2,987			8,208			6,199			2,477		8,043
Other income (loss)
	Interest income, net					51			87			110			303			367			284		292
	Foreign exchange gain (loss), net					(18	)		(6	)		(10	)		5			(574	)		7		122
	Investment income (loss)					—			31			—			(145	)		—			—		—
Total other income (loss)						33			112			100			163			(207	)		291		414

35

																For the nine months ended
	For the years ended December 31,															September 30,
Actual	2000(1)			2001			2002			2003			2004(2)			2004			2005(2)
	(unaudited)			(unaudited)												(unaudited)			(unaudited)
	(In thousands of $, except share and per share data)
Income (loss) before taxes, minority interest and earnings from equity method investment	$	(295	)	$	247		$	3,087		$	8,371		$	5,992		$	2,768		$	8,457
Income taxes		(77	)		70			1,153			2,583			2,156			939			2,552
Income (loss) before minority interest and earnings from equity method investment		(218	)		177			1,934			5,788			3,836			1,829			5,905
Minority interest		(2	)		—			—			—			—			—			100
Earnings (loss) from equity method investment		—			(93	)		1			201			113			33			(134	)
Net income (loss)	$	(216	)	$	84		$	1,935		$	5,989		$	3,949		$	1,862		$	5,871
Accretion of preferred shares	$	—		$	—		$	(371	)	$	(283	)	$	(505	)	$	(227	)	$	(871	)
Amounts allocated to participating preferred shareholders		—			—			(253	)		(871	)		(770	)		(336	)		(1,537	)
Net income (loss) attributable to common stockholders	$	(216	)	$	84		$	1,311		$	4,835		$	2,674		$	1,299		$	3,463
(Loss) earning per share — basic	$	(0.06	)	$	0.01		$	0.13		$	0.48		$	0.26		$	0.13		$	0.33
(Loss) earning per share — diluted (4)	$	(0.06	)	$	0.01		$	0.13		$	0.48		$	0.26		$	0.13		$	0.28
Weighted average number of shares — basic		3,725,234			9,610,959			10,000,000			10,000,000			10,293,151			10,221,612			10,500,000
Weighted average number of shares — diluted		3,725,234			9,610,959			10,000,000			10,000,000			10,326,993			10,237,719			10,580,229

Note A:  The following stock compensation expenses resulting from our stock options, ESOA and VSOs and the VSO Cash Rights and the KSO Cancellee Cash Rights are not included in the following expense categories:

											For the nine months
	For the years ended December 31,										ended September 30,
	2000(1)		2001		2002		2003		2004(2)		2004		2005(2)
	(unaudited)		(unaudited)								(unaudited)		(unaudited)
	(In thousands of $, except share and per share data)
Cost of services revenues	$	—	$	—	$	—	$	—	$	1,024	$	994	$	202
Cost of system sales		—		—		—		—		326		310		18
General and administrative		—		—		—		—		1,041		969		1,913
Research and development		—		—		—		—		638		504		443
	$	—	$	—	$	—	$	—	$	3,029	$	2,777	$	2,576

36

	As of December 31,										As of
											September 30,
	2000		2001		2002		2003		2004		2005
	(unaudited)		(unaudited)
	(In thousands of $, except share and per share data)
Balance sheet data:
Cash and cash equivalents	$	471	$	2,318	$	2,793	$	10,826	$	17,817	$	18,853
Restricted cash(5)		—		—		—		—		—		8,069
Total current assets		6,025		9,347		22,604		26,038		40,657		65,260
Working capital(6)		2,088		2,447		4,903		11,776		18,890		26,862
Property, plant and equipment, net		198		913		2,532		4,646		8,119		9,280
Total assets		7,124		11,077		29,940		32,280		73,364		98,634
Short-term debt		—		—		—		—		—		9,209
Total current liabilities		3,937		6,900		17,701		14,262		21,767		38,398
Total liabilities		3,987		7,378		18,417		14,843		24,328		41,628
Minority interest		157		—		—		—		—		900
Series A, Series B and Series C convertible redeemable preferred stock		—		—		5,497		5,780		25,660		27,019
Total stockholders’ equity		2,980		3,699		6,026		11,657		23,376		29,087

			As of and for the nine
	As of and for the year		months ended
	ended December 31,		September 30,
	2004		2005
Selected operational data for carrier application services:
Ringback tones:
Number of carriers(7)		5		6
Number of accessible subscribers(8) (in millions)		102.3		120.3
Number of ringback tone subscribers(9) (in millions)		9.6		13.7
Inter-carrier messaging:
Number of carriers(7)		18		27
Number of accessible subscribers(8) (in millions)		95.5		139.0
Number of messages delivered(10) (in millions)		5,895		11,622
Music-on-demand:
Number of carriers(7)		1		1
Number of accessible subscribers(8) (in millions)		18.8		19.3
Number of music-on-demand subscribers(11) (in millions)		N/A		0.5

N/A = not available

Notes:

(1)	Represents activity from the date of our inception, which was June 16, 2000.
(2)	Reflects our acquisition of WiderThan Americas effective October 8, 2004.

37

  (3)  The following information sets forth our related party revenues and costs from SK Telecom and other affiliated companies within the SK Business Group included in the following line items for the relevant periods.

							For the nine
							months ended
	For the year ended						September 30,
	December 31,						(unaudited)
Actual	2002		2003		2004		2004		2005
	(In thousands of $)
Service revenues	$	18,681	$	34,273	$	46,646	$	32,634	$	44,415
System sales		11,580		23,601		4,436		946		3,617
Cost of service revenues		10		940		1,464		522		1,046
Cost of system sales		6,631		1,018		9		4		79

(4)	Our diluted earnings per share is calculated as net income divided by our diluted weighted average shares outstanding. We have various securities, which are potentially dilutive to the basic earnings per share calculations, including the employee stock options and the Series A, B and C convertible redeemable preferred shares. As the Series A and Series B convertible redeemable preferred shares have redemption and beneficial conversion accretion that would be added back in the “as converted” calculation for the diluted earnings per share, which causes additional income to be added back to the basic net income, the effects of the Series A, B and C convertible redeemable preferred shares are excluded from the actual earnings per share calculation. The effect of the Series A and Series B convertible redeemable preferred shares is excluded from the 2002 and for the nine months ended September 30, 2004 and 2005 diluted earnings per share calculation as its effect is anti-dilutive.
(5)	Restricted cash represents cash that we are required to hold in escrow until the Series C preferred shares held by Melody Share Corporation are either converted and sold in this offering or redeemed in order to repay the short-term debt of Melody Share Corporation in the event we do not complete this offering. Upon completion of this offering and the repayment of the short-term debt, the restrictions on this cash will lapse.
(6)	Working capital is calculated as current assets less current liabilities.
(7)	Represents the aggregate number of carriers with which we had a contractual arrangement to provide the relevant service during the relevant period.
(8)	Represents the approximate aggregate number of our carrier customers’ wireless subscribers at the end of the relevant period as reported publicly by our carrier customers.
(9)	Represents the aggregate number of subscribers to the ringback tone service provided by our carrier customers during the relevant period.

(10)	Represents the aggregate number of messages delivered by means of our inter-carrier messaging service on behalf of our carrier customers during the relevant period.
(11)	Represents the number of subscribers for SK Telecom’s MelOn music-on-demand service as publicly disclosed by SK Telecom.

38

Quarterly Results of Operations

      The following tables present our unaudited actual quarterly results of operations for the seven quarters through September 30, 2005 and unaudited pro forma quarterly results of operations for the seven quarters through September 30, 2005. You should read the following table in conjunction with the consolidated financial statements, related notes and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” contained elsewhere in this prospectus. We have prepared the unaudited information on the same basis as our audited consolidated financial statements. This information includes all adjustments, consisting only of normal recurring adjustments, that we consider necessary for a fair presentation of our financial condition and results of operations for the quarters presented.

			Three months ended (unaudited)
			March 31,			June 30,			September 30,			December 31,			March 31,			June 30,			September 30,
Actual			2004			2004			2004			2004(1)			2005(1)			2005(1)			2005(1)
			(In thousands of $, except share and per share data)
Revenues:
	Service revenues(2)
		Carrier application services	$	4,059		$	5,339		$	6,218		$	9,251		$	12,153		$	13,860		$	17,497
		Content services		3,057			4,023			4,376			6,866			5,735			3,979			4,152
		Professional and other services		2,374			2,488			2,367			2,177			2,180			2,082			2,152
		Total service revenues		9,490			11,850			12,961			18,294			20,068			19,921			23,801
	System sales(2)			624			951			4,358			4,785			2,196			2,283			1,773
Total revenues				10,114			12,801			17,319			23,079			22,264			22,204			25,574
Costs and expenses:
	Cost of service revenues(2)(3)			4,495			5,383			5,716			7,080			7,168			7,285			8,824
	Cost of system sales(2)(3)			793			935			3,209			2,953			1,048			1,566			1,438
	Depreciation and amortization			443			527			653			883			980			1,051			1,072
	Selling and marketing			366			224			647			1,411			961			1,324			1,254
	General and administrative			2,895			3,484			3,454			4,580			5,673			5,288			5,703
	Research and development			525			554			660			2,092			2,507			3,041			3,257
	Stock compensation (Note A)			2			2,700			77			216			558			636			1,375
		Total costs and expenses		9,519			13,807			14,416			19,215			18,895			20,191			22,923
Operating income (loss)				595			(1,006	)		2,903			3,864			3,369			2,013			2,651
Other income (loss)				88			121			83			(528	)		182			160			73
Income (loss) before taxes, minority interest and earnings from equity method investment				683			(885	)		2,986			3,336			3,551			2,173			2,724
Income taxes				232			(300	)		1,013			1,261			909			643			996
Minority interest				—			—			—			—			—			—			100
Earnings (loss) from equity method investment				(80	)		26			88			83			(115	)		57			(74	)
Net income (loss)			$	371		$	(559	)	$	2,061		$	2,158		$	2,527		$	1,587		$	1,754
Accretion of preferred shares			$	(74	)	$	(75	)	$	(77	)	$	(288	)	$	(328	)	$	(297	)	$	(246	)
Amounts allocated to participating preferred shareholders				(82	)		—			(284	)		(507	)		(642	)		(586	)		(475	)
Net income (loss) attributable to common shareholders			$	215		$	(634	)	$	1,700		$	1,363		$	1,557		$	704		$	1,033
Earning (loss) per share — basic			$	0.02		$	(0.07	)	$	0.16		$	0.13		$	0.15		$	0.08		$	0.10
Earning (loss) per share — diluted (4)			$	0.02		$	(0.07	)	$	0.16		$	0.13		$	0.15		$	0.08		$	0.06
Weighted average number of shares — basic				10,000,000			10,164,835			10,500,000			10,500,000			10,500,000			10,500,000			10,500,000
Weighted average number of shares — diluted				10,000,000			10,164,835			10,500,000			10,500,000			10,523,177			10,510,517			10,580,229

39

Note A: The following stock compensation expenses resulting from our stock options, ESOA and VSO are not included in the following expense categories:

	Three months ended (unaudited)
	March 31,		June 30,		September 30,		December 31,		March 31,		June 30,		September 30,
	2004		2004		2004		2004(1)		2005(1)		2005(1)		2005(1)
	(In thousands of $, except share and per share data)
Cost of services revenue	$	—	$	994	$	—	$	15	$	54	$	57	$	90
Cost of system sales		—		311		—		12		5		7		7
General and administrative		2		891		77		59		382		434		1,087
Research and development		—		504		—		130		117		138		191
	$	2	$	2,700	$	77	$	216	$	558	$	636	$	1,375

Notes:

(1)	Reflects our acquisition of WiderThan Americas effective October 8, 2004.
(2)	The following information sets forth our related party revenues and costs from SK Telecom and other affiliated companies within the SK Business Group included in the following line items for the relevant periods.

	For the three months ended (unaudited)
	March 31, 2004		June 30, 2004		September 30, 2004		December 31, 2004		March 31, 2005		June 30, 2005		September 30, 2005
	(In thousands of $)
Service revenues	$	8,975	$	11,791	$	11,888	$	14,147	$	14,337	$	13,598	$	16,259
System sales		601		316		25		3,647		974		1,596		1,035
Cost of service revenues		37		220		267		979		173		259		609
Cost of system sales		—		1		2		5		3		17		59

(3)

Excludes depreciation and amortization.

(4)

Our diluted earnings per share is calculated as net income divided by our diluted weighted average shares outstanding. We have various securities, which are potentially dilutive to the basic earnings per share calculations, including the employee stock options and the Series A, Series B and Series C convertible redeemable preferred shares. As the Series A and Series B convertible redeemable preferred shares have redemption and beneficial conversion accretion that would be added back in the “as converted” calculation for the diluted earnings per share, which causes additional income to be added back to the basic net income, the effects of the Series A and Series B convertible redeemable preferred shares are excluded from the actual “earnings per share calculation.” The effects of the Series A and Series B convertible redeemable preferred shares are excluded from the actual earnings per share calculation for the three months ended March 31, 2004, June 30, 2004, September 30, 2004, December 31, 2004, March 31, 2005, June 30, 2005 and September 30, 2005 as their effects are anti-dilutive. The pro forma statements of operations assume the conversion of the Series A and Series B convertible redeemable preferred shares, the issuance and conversion of the Series C convertible redeemable preferred shares, and the issuance of VSO replacement stock options, which are therefore considered outstanding for the calculation of pro forma basic and diluted earnings per share.

40

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

      The following discussion is provided as a supplement to the financial statements and footnotes appearing elsewhere herein to help provide an understanding of our financial condition, changes in financial condition and results of operations

Introduction

      We are a leading provider of integrated mobile entertainment solutions for wireless carriers. Our leadership is based on our track record of having introduced several applications that we believe were among the first to be deployed in the world through SK Telecom in Korea. Our mobile entertainment solutions consist of carrier application services, content services, professional services and system sales. Our solutions enable wireless carriers to offer a broad range of mobile entertainment such as ringback tones, music-on-demand, mobile games, ringtones, messaging and information services to their subscribers.

Carrier application services

      Our carrier application services are our core offering from which we generate the largest portion of our revenues. Through these carrier application services, we design and develop mobile entertainment applications that we then manage and operate for and on behalf of our carrier customers. We have developed several carrier application services for the global market, including ringback tone service, which enables callers to hear music while waiting for the call recipient to answer, and music-on-demand, which enables subscribers to download music to MP3-enabled mobile phones.

      For our services, we receive from our carrier customers any combination of (i) a percentage of the carrier’s monthly subscription and/or transaction revenue, (ii) a fixed fee per transaction or (iii) a fixed fee per period. Under revenue share agreements, we share in the revenues generated by our carrier customers by receiving a percentage of the revenues generated by the carriers through our carrier application services. Our carrier customers may charge their subscribers either a monthly subscription fee or a per transaction fee or both depending on their revenue and billing models. Under fixed fee per transaction arrangements, we receive from our carrier customers a fixed fee per every transaction made by the users of such carrier customers. Under fixed fee per period arrangements, we generally receive monthly fixed fees from our carrier customers for our services.

      The following table sets forth the percentage breakdown of our revenues based on our method of revenue generation.

			Year ended			Nine months ended
			December 31, 2004			September 30, 2005
Revenue share:
	Percentage of carrier monthly subscription fees			56.8	%		41.1	%
	Percentage of carrier transaction fees			8.4			4.6
		Subtotal		65.2			45.7
Fixed fee per transaction				7.7			26.0
Fixed fee per period				27.1			26.3
		Total		100.0	%		100.0	%

      We began our strategic focus on carrier application services in 2003, as we shifted our focus away from system sales, which involve the sale of hardware together with software that carriers can operate on their own. Based on our revenue model and our historical results, we believe that over the long term, carrier application services provide us with an opportunity to earn more revenue and achieve a higher margin, through revenue share arrangements with our carrier customers. In addition, they enable us to maintain closer, longer-term relationships with our carrier customers as compared to a one-time system sale. Most of these services involve complex applications that are deeply embedded within the carrier

41

infrastructure, usually connecting directly into the carrier’s core network systems, and thus, are integrated into the operations of our carrier customers in terms of both personnel and technology.

      Our costs of implementing and delivering our carrier application services are deferred over the contract period and generally correspond to revenue as it is earned. More specifically, all costs incurred relating to the purchase of hardware and development of software are capitalized and depreciated as operating expenses over the expected life of the contract beginning when service implementation is completed and the service is being used in a revenue generating capacity. However, our carrier application services also require us to incur significant other expenses up-front, such as sales and business development expenses incurred during long carrier sales cycles, general and administrative expense for establishing and operating new offices in new markets and labor costs for personnel that we are unable to allocate to a single, specific project. In addition, our up-front costs include expenses for research and development of software, which are expensed as they are incurred. Meaningful revenue then typically trails these up-front expenses for periods of up to six to twelve months as our carrier customers launch their services and their subscribers begin purchasing the services. In 2004, we launched our ringback tone service for T-Mobile USA and Verizon Wireless in the United States, Bharti Airtel in India and Globe Telecom in the Philippines. We also launched our music-on-demand service for SK Telecom in Korea. As a result, we experienced significant increases in cost and expenses in 2004, without a corresponding proportionate revenue increase.

      We expect that revenue from these implementations will begin to increase meaningfully during 2005. However, to the extent that we continue to pursue and roll-out new services for carriers, we expect this trend of incurring higher up-front costs ahead of revenue to continue. During 2005, for example, we entered into contracts to provide ringback tone carrier application services to Excelcom in Indonesia and TMN in Portugal. As a result, we expect that our results of operations will again in 2005 reflect to a certain extent increased costs relative to revenue.

      We believe that the drivers of growth in our carrier application services are, among other things, the number of carrier customers we have, number of subscribers that use our services, the number of content downloads or selections by subscribers that use our services and the price charged by the carriers for our services (for our revenue share arrangements).

      The following table sets forth selected operating data for our principal carrier application services for the periods indicated:

			As of and for the nine
	As of and for the year		months ended
	ended December 31,		September 30,
	2004		2005
Selected Operational Data for Carrier Application Services:
Ringback tones:
Number of carriers(1)		5		6
Number of accessible subscribers(2) (in millions)		102.3		120.3
Number of ringback tone subscribers(3) (in millions)		9.6		13.7
Inter-carrier messaging:
Number of carriers(1)		18		27
Number of accessible subscribers(2) (in millions)		95.5		139.0
Number of messages delivered(4) (in millions)		5,895		11,622
Music-on-demand:
Number of carriers(1)		1		1
Number of accessible subscribers(2) (in millions)		18.8		19.3
Number of music-on-demand subscribers(5) (in millions)		N/A		0.5

42

N/A = not available

Notes:

(1)	Represents the aggregate number of carriers with which we had a contractual arrangement to provide the relevant service during the relevant period.
(2)	Represents the approximate aggregate number of our carrier customers’ wireless subscribers at the end of the relevant period as reported publicly by our carrier customers.
(3)	Represents the aggregate number of subscribers to our ringback tone service provided by our carrier customers during the relevant period.
(4)	Represents the aggregate number of messages delivered by our inter-carrier messaging service on behalf of our carrier customers during the relevant period.
(5)	Represents the number of subscribers for SK Telecom’s MelOn music-on-demand service as publicly disclosed by SK Telecom.

Content services

      Our content services involve the delivery of content, such as ringback tones, ringtones and mobile games, to wireless subscribers through application service providers such as ourselves or through a carrier’s own applications. We primarily acquire our content through licensing agreements with music label companies, game developers and other content providers. We generally earn revenue based on the number of downloads or packets of content accessed, and we are paid by the carrier either through a revenue share arrangement or on a fixed fee per transaction basis.

      We began our content services as a provider of music content as well as graphics. In 2002, however, we launched our game publishing business in Korea. During 2004, we began a strategic initiative to expand our game publishing business both in Korea and globally. As a result, we expect that in 2005, revenue from our game business as a proportion of total content services revenue will increase. In addition, beginning in 2003, we partnered with SK Telecom to offer certain of our ringback tones, ringtones, games and other content to prospective subscribers of SK Telecom in a series of marketing campaigns designed to promote content usage by SK Telecom subscribers. While our content was offered free of charge to these end-users, SK Telecom paid us for a significant portion of the revenues that we would have otherwise generated from this content offering if such content were paid for. In 2003 and 2004, we derived approximately 5.3% and 5.8%, respectively, of our total revenues from such co-promotional content offerings. As SK Telecom has been de-emphasizing its co-promotional campaigns, we currently do not expect to generate significant revenue from co-promotional content offerings in 2005 or thereafter.

Our relationship with SK Telecom

      We were founded in June 2000 to develop and operate comprehensive mobile entertainment applications for SK Telecom, the dominant wireless carrier in Korea. In 2002, nearly all of our business was generated from SK Telecom. While only approximately 67% of our revenue in 2002 was paid directly by SK Telecom, nearly all of the remainder of our revenue came from SK Telecom vendors for whom we acted as a subcontractor. We generated approximately 98% of our revenues in 2003 from SK Telecom, which decreased to approximately 80% in 2004 and to approximately 67% in the nine months ended September 30, 2005. Although we have significantly expanded our customer base since then, we expect to continue to derive a significant portion of our revenue from SK Telecom for the foreseeable future.

      In addition, through 2003, SK Telecom and its affiliates together held a greater than 60% ownership stake in us. As of the date of this prospectus, SK Telecom and its affiliates were still our related parties, owning 24.9% of our outstanding voting shares. See “Principal and Selling Shareholders”.

      For more information on our relationship with SK Telecom, the SK Business Group and their affiliates, see “Related Party Transactions” and note 17 to our consolidated financial statements as of and for the year ended December 31, 2004.

43

Global expansion

      Based on the experience we accumulated in Korea through SK Telecom, we expanded our international sales by targeting markets where our applications and services were likely to be accepted. In 2002 and 2003, for example, we made one-time ringback tone and other system sales to wireless carriers in Israel, Singapore, Taiwan and Vietnam.

      We also began our expansion into the United States during 2003. Through these efforts, we were able to secure contracts with T-Mobile USA for a ringback tone system sale as well as carrier application service for ringback tone. Around the same time, through our business development and sales efforts, we entered into a partnership with Ztango, Inc., a provider of wireless messaging and multimedia services primarily for U.S. carriers, including Cingular Wireless, Sprint PCS and Verizon Wireless. Ultimately in October 2004, we acquired Ztango and changed its name to WiderThan Americas. We completed our integration efforts at the end of 2004 and are now leveraging its wireless carrier relationships and operating experience in the mobile entertainment market in order to facilitate and expedite the sale of our services for wireless carriers in the Americas. For example, in November 2004, we launched our ringback tone service for Verizon Wireless. During 2005, we expect our business in the United States to expand.

      In connection with this acquisition, we issued 2,052,479 shares of Series B convertible preferred stock, which were valued at US$19.4 million on the acquisition date, to the then existing shareholders of Ztango. We accounted for the WiderThan Americas acquisition using the purchase method. The excess of the purchase price over the fair value of assets acquired and liabilities assumed was allocated to residual goodwill. As of December 31, 2004, residual goodwill reflected on our balance sheet was US$18.4 million. In accordance with the purchase method of accounting, the operating results of WiderThan Americas have been included in our consolidated operating results from the acquisition date of October 8, 2004. Revenues from operations of WiderThan Americas represented 6.6% of our total consolidated revenue for the year ended December 31, 2004 and 18.6% of revenue on a pro forma basis as if the acquisition of WiderThan Americas occurred on January 1, 2004. On a pro forma basis, for 2004, WiderThan would have recorded revenues of US$71.6 million and net income of US$3.9 million. For additional information on a pro forma basis, see “Unaudited Pro Forma Consolidated Financial Information.” In 2003, WiderThan Americas generated revenues of US$5.3 million and net loss of US$2.2 million. During the period from January 1, 2004 to October 8, 2004, WiderThan Americas generated revenues of US$8.8 million and net loss of US$0.6 million.

      We further expanded globally, establishing branch offices in the United Kingdom in 2003 and in India and the Philippines in 2004 and winning contracts for our ringback tone solutions in each of those markets. During 2005, we entered into additional contracts to provide ringback tone application solutions to Hutchison 3G in the United Kingdom, Excelcom in Indonesia and TMN in Portugal. In order to support these new contracts, we plan to hire new personnel, establish subsidiaries or branch offices and purchase property and equipment as needed. As we expand into new geographic markets through new carrier contracts, we expect to continue to make those types of expenditures. For 2005, we expect to incur approximately US$7.7 million in expenditures for this global expansion, which we expect to fund with cash from operating activities.

Stock compensation expenses

      Historically, we have used three different types of equity incentive compensation: (i) employee stock options, (ii) issuance of common shares to an employee stock ownership association and (iii) virtual stock options issued by WiderThan Americas. We have typically issued stock options, our most common form of equity compensation, to our management team as additional incentive compensation. The shares issued to the employment stock ownership association were issued for the benefit of our non-management employees in order to recognize past performance. In addition, in connection with our acquisition of WiderThan Americas, WiderThan Americas granted virtual stock options, which are stock appreciation rights settled in cash, to employees of WiderThan Americas in exchange for pre-existing options and in order to provide equity-based incentive compensation to such employees.

44

      For the year ended December 31, 2004, we recorded stock compensation expenses for each of these three items. For each of these equity-based compensation methods, fair market value was determined by an independent third party valuation firm using the Black-Scholes valuation model. The total stock compensation amount recorded in 2004 was US$3.0 million, which consisted of the following:

•  We issued to members of our management team 170,000 stock options in March 2004 at an exercise price of US$3.90 and 624,000 stock options in December 2004 at an exercise price of US$4.26. Total compensation expense in 2004 for these options was US$0.2 million. Based on our use of the fair value recognition method contained in Statement of Financial Accounting Standards, or SFAS, No. 123, Accounting for Stock-Based Compensation for the accounting of stock-based employee compensation, absent any changes to the current options, we will recognize stock compensation expense with respect these stock options in the amounts of US$1.5 million, US$1.4 million and US$0.5 million during 2005, 2006 and 2007, respectively.

•  In June 2004, we issued 500,000 shares to our non-management employees at a price of US$0.86 per share through our employee stock ownership association. Based upon the excess of the fair market value of these shares over the purchase price, we recognized US$2.7 million of compensation expense. Because ownership of these shares is not contingent upon these employees’ continued employment with us, we recognized a one-time compensation charge in 2004.

•  In October 2004, WiderThan Americas granted 426,149 virtual stock options. Stock compensation expense (benefit) is recognized for changes in the fair value of the virtual stock options on each balance sheet date. In 2004, such expenses amounted to US$0.2 million.

      In August 2005, all of the virtual stock options, also called “VSOs”, granted by WiderThan Americas were cancelled. As a result of the cancellation of the VSOs, we eliminated our VSO liability of US$0.8 million with a corresponding charge to cash rights liability.

      In exchange, holders of these virtual stock options were awarded cash rights, called VSO Cash Rights or VSO Replacement Cash Rights, and, if eligible, employee stock options (this cancellation and exchange is referred to as the VSO Exchange). For details of this transaction, see “Management — VSO exchange”. Each VSO Cash Right entitles the holder to receive the excess of our initial public offering price per ADS (less underwriting commission) over US$9.37. Payments to holders of VSO Cash Rights are due on June 30, 2006. In accordance with SFAS 123, we will record any changes in the fair value of the VSO Cash Rights in excess of the amounts already recognized on the VSOs being replaced as compensation expense. Assuming the mid-point of the offering price range set forth on the cover page of this prospectus, which is US$15.00 per ADS, we expect to recognize stock compensation expense with respect to these VSO Cash Rights of US$1.3 million during the fourth quarter of 2005.

      These VSO Cash Rights were issued by Melody Share Corporation, a special purpose company incorporated in the Cayman Islands. Melody Share Corporation is supported by WT Investor Corp., a corporation formed by two of our shareholders, which provided an effective guarantee of a Melody Share Corporation loan through a put agreement. Under FASB Interpretations No. 46(R), or FIN 46(R), WT Investor Corp. has a variable interest in Melody Share Corporation due to its effective guarantee of Melody Share Corporation’s loan and, as a result, WT Investor Corp. is required to consolidate Melody Share Corporation. In addition, under FASB Interpretations No. 46(R), or FIN 46(R), we have a variable interest in WT Investor Corp. As a result, we are required to consolidate both WT Investor Corp. and Melody Share Corporation.

      Therefore, our consolidated financial statements reflect as a liability, Melody Share Corporation’s obligations under the VSO Cash Rights as well as the KSO Cancellee Cash Rights described below. In addition, in connection with the VSO exchange, Melody Share Corporation also obtained a loan from a bank, supported by WT Investor Corp. Support was provided in the form of a put agreement pursuant to which this corporation agreed to purchase from the lender or Melody Share Corporation the Series C preferred shares that Melody Share Corporation pledged as security to the lender if Melody Share Corporation becomes unable to repay the loan in full. As a result of our consolidating WT Investor Corp.

45

and Melody Share Corporation, this loan is also reflected in our consolidated financial statements. Notwithstanding these liabilities appearing on our consolidated financial statements, however, these liabilities are obligations of Melody Share Corporation and, other than our obligation to reimburse WT Investor Corp. for up to US$170,000 in expenses in the event that WT Investor Corp. does not receive any of the facilitation fee to which it may be entitled upon completion of this offering, we do not have any other obligation in connection with such liabilities. In addition, we do not own any of the equity of either WT Investor Corp. or Melody Share Corporation.

      In June 2005, as part of the VSO Exchange, we issued an aggregate of 326,126 stock options at an exercise price of $8.45 to former VSO holders, contingent upon each holders’ cancellation of the VSOs. As the VSOs were cancelled on August 11, 2005, the contingency was resolved and, therefore, we commenced the recognition of stock compensation expense associated with these stock options beginning on that date. These options vest two years from the date of issuance and expire seven years from the date of issuance. We will recognize the fair value of these 326,126 stock options, in accordance with SFAS No. 123, over the vesting period.

      In addition, on August 11, 2005, one board member and one employee forfeited 116,000 stock options previously granted. On the exchange date, the 116,000 partially vested options were exchanged for fully vested cash rights, or KSO Cancellee Cash Rights. Similar to the VSO Cash Rights, the KSO Cancellee Cash Rights entitle the holders to receive the excess of the price per ADS in our initial public offering (less underwriting commission) over $9.37. In accordance with SFAS 123, we have accounted for this transaction as an exchange of a non-vested award for a vested award, and recognized the difference between the fair value of the cancelled options of US$0.6 million and the compensation expense amount previously recognized for the partially vested stock options as of August 11, 2005 (US$0.2 million); therefore, we recognized an additional US$0.4 million of compensation expense on August 11, 2005. As we are required to consolidate Melody Share Corporation, our consolidated financial statements reflect the liability for the KSO Cancellee Cash Rights just as they reflect the liability for the VSO Cash Rights. As with the VSO Cash Rights, however, this liability is the obligation of Melody Share Corporation and we do not have any other obligation in connection with such liability. We will recognize any incremental change in the value of the KSO Cancellee Cash Rights above US$0.6 million as compensation expense and an increase to the KSO Cancellee Cash Rights liability. Assuming the mid-point of the offering price range set forth on the cover page of this prospectus, which is US$15.00 per ADS, we expect to recognize stock compensation expense with respect to these KSO Cancellee Cash Rights of US$0.2 million during the fourth quarter of 2005.

      For the nine months ended September 30, 2005, we recorded stock compensation expense of US$2.6 million, which consisted of the following:

•  US$1.5 million relating to stock options granted (and forfeited) prior to September 30, 2005. We granted 131,000 options in February 2005, 370,750 options in June 2005, and 52,000 options in September 2005, at exercise prices of US$6.00, US$8.45 and US$8.45, respectively. In addition, as mentioned above, in June 2005, as part of the VSO Exchange, we issued an aggregate of 326,126 stock options at an exercise price of $8.45 per share to former VSO holders, contingent upon each of the holder’s cancellation of the VSOs. As the VSOs were cancelled on August 11, 2005, the contingency was resolved and we commenced the recognition of stock compensation expense associated with these stock options. All of these options vest according to different schedules ranging from two to four years from their date of grant. We will recognize stock compensation expense with respect to these options in the amounts of US$0.7 million, US$2.7 million, US$1.2 million, US$0.3 million and US$97,000 during 2005, 2006, 2007, 2008 and 2009, respectively.

•  US$0.4 million for changes in the fair value of the virtual stock options between December 31, 2004 and the date of their cancellation in August 2005.

•  US$0.2 million for changes in the value of the VSO Cash Rights from the date they were issued in August 2005 to September 30, 2005.

•  US$0.4 million relating to the issuance of the KSO Cancellee Cash Rights, as explained above.

46

      In the future, we expect to provide equity compensation to our employees through stock options and not through issuance of shares to the employee stock ownership association or through the use of virtual stock options, other stock appreciation rights or cash rights.

Foreign exchange effects

     Reporting currency

      We have selected the U.S. dollar as our reporting currency in accordance with Rule 3-20 of Regulation S-X under the U.S. Securities Act, which permits an issuer to use any reporting currency it deems appropriate. During 2002, 2003 and 2004 and during the nine months ended September 30, 2005, the substantial majority of our revenue was earned in Korean Won. Therefore, for example, to the extent the Korean Won appreciates against the U.S. dollar and our Korean Won revenue remains the same, the revenues that we report in U.S. dollars will be positively affected. Alternatively, if the Korean Won depreciates against the U.S. dollar, the revenues that we report in U.S. dollars will be negatively affected.

      During 2003 and 2004, the Korean Won appreciated against the U.S. dollar by 5.3% and 4.1%, respectively (based on the average exchange rates for the applicable year). In the nine months ended September 30, 2005, the Korean Won appreciated against the U.S. dollar by 14.1% as compared to the nine months ended September 30, 2004 (based on the average exchange rates for the applicable interim periods). As a result, during such periods, a portion of our increases in certain of our income statement items and balance sheet items were attributable to the appreciation of the Korean Won against the U.S. dollar. For example, our revenues in the nine months ended September 30, 2005 include an increase of US$5.9 million from the nine months ended September 30, 2004 solely as a result of the 14.1% appreciation of the Korean Won against the U.S. dollar to the average exchange rate of W1,020 to US$1.00 for the nine months ended September 30, 2005 from the average exchange rate of W1,163 to US$1.00 for the nine months ended September 30, 2004, based on retranslating the revenue for the nine months ended September 30, 2005 at the average exchange rate for the nine months ended September 30, 2004. Our revenues in 2004 include an increase of US$2.1 million from 2003 solely as a result of the 4.1% appreciation of the Korean Won against the U.S. dollar to the average exchange rate of W1,145 to US$1.00 for the year ended December 31, 2004 from the average exchange rate of W1,192 to US$1.00 for the year ended December 31, 2003, based on retranslating the 2004 revenue at the 2003 average exchange rate. Our revenues in 2003 include an increase of US$2.9 million from 2002 solely as a result of the 5.3% appreciation of the Korean Won against the U.S. dollar to the average exchange rate of W1,192 to US$1.00 for the year ended December 31, 2003 from the average exchange rate of W1,255 to US$1.00 for the year ended December 31, 2002, based on retranslating the 2003 revenue at the 2002 average exchange rate.

      As we expand our operations globally, we expect that the portion of our revenues earned in U.S. dollar will increase over time. As such revenue increases, we expect this reporting currency translation effect to be reduced.

      In addition, changes in foreign exchange rates between the Korean Won and the U.S. dollar also affect our balance sheet. We are exposed to foreign currency exchange rate fluctuations due to our large amount of cash and cash equivalents held in Korean Won. Effects of unrealized foreign currency translation adjustments related to the balance sheet are recorded as other comprehensive income or expenses and are included in shareholders’ equity.

     Foreign currency transaction

      Due to the differences in timing between when we recognize revenue and when we receive payment on our contracts or when we have liabilities denominated in non-Korean Won, we experience foreign currency transaction gains and losses. These foreign exchange transaction gains and losses are included in foreign currency gains and losses in our statement of operations. For the nine months ended September 30, 2005 and the year ended December 31, 2004, we recognized a net loss of US$4,085 and a net gain of

47

US$17,075, respectively, due to foreign exchange transactions. For the years ended December 31, 2002 and 2003, net gains or losses due to foreign exchange transactions were insignificant.

      See “— Quantitative and qualitative disclosures about market risk — Foreign currency risk”.

Preferred stock

      In 2002 and 2004, we issued our Series A and Series B convertible, redeemable preferred stock, respectively, both of which we have reflected as mezzanine equity on our balance sheet. Upon closing of this offering, all shares of both our Series A and Series B preferred stock will be converted into our common stock. The conversion ratio for both the Series A and Series B preferred stock is the greater of (a) one-to-one and (b) their original purchase price plus accrued interest thereon from their issuance date divided by the offering price of our common stock in this offering. Based on the expected offering price of our common stock in this offering, however, we expect that both our Series A and Series B preferred stock will convert into our common stock at a one-to-one ratio.

      Under the terms and conditions of both our Series A and Series B preferred stock, various forms of accretion were recorded to the preferred stock entries on our balance sheet over various periods since their issuance dates, with corresponding non-cash charges reflected below net income on our statement of operations for relevant periods. Upon conversion of the Series A and Series B preferred stock into our common stock in connection with this offering, all of the prior accretion charges will be recorded to additional paid-in capital and there will be no further effect on our statement of operations.

      In August 2005, we issued our Series C convertible, redeemable preferred stock. Upon closing of this offering, we expect that all shares of our Series C preferred stock will have been converted into our common stock and sold into this offering. The conversion ratio for our Series C preferred stock is one-to-one.

      The various types of accretion impacting our preferred stock were charges related to the accretion of a beneficial conversion feature, charges related to the excess of the redemption value over the issuance price and charges related to implied dividends. For more information on these accretion charges, see note 9 to our consolidated financial statements as of and for the year ended December 31, 2004.

Seasonality

      Recently, much of our business has become subject to seasonal trends. Both our carrier application services and content services tend to increase more rapidly during the fourth quarter of any given year as carriers typically promote new mobile phone sales and their entertainment and content offerings more aggressively during the holiday season. This tends to lead to larger numbers of subscribers for the services that we provide as well as a larger number of content downloads by existing subscribers. In addition, our system sales revenues are often highest during the fourth quarter of any given year as carriers frequently try to finalize system purchases and implementations prior to end-of-year network freezes and prior to the start of the new budget year. As a result, our revenue and, consequently, our operating profit and net income may tend to decrease during the first quarter from the fourth quarter of any given preceding year.

Revenues

      We classify our revenues into revenue from services, which consist of our carrier application services, content services and professional and other services, and revenue from system sales.

Service revenues

•  Carrier application services. Our carrier application services are services that we provide to wireless carriers which, at their core, involve applications that enable or facilitate the delivery of mobile entertainment content such as ringback tones, music-on-demand, ringtones, messaging and informational services. In these carrier application services, we design and develop mobile entertainment applications that we then manage and operate for our carrier customers. We receive

48

	from the carriers either a percentage of the carrier’s monthly subscription and/or transaction revenue or a fixed fee per transaction. Revenue is recognized when services are provided or when the carrier collects from its subscribers, depending upon the contract terms. Carrier application services revenues also include amounts derived from system sales when such system sales are part of a multiple element contract for which objective and reliable evidence of fair values for each of the multiple elements are not available and the majority of contracted revenue is related to a carrier application service.
•	Content services. Our content services involve the delivery of content, such as ringback tones, ringtones and mobile games, to wireless subscribers through application service providers such as ourselves or through a competitor’s or a carrier’s own applications, which then make the content available to the wireless subscribers. In the majority of our content services, we license content through agreements with music label companies, game developers and other content providers. In such mobile content transactions, we act as a principal and, as a result, we recognize the entire amount paid to us by the carrier. In certain other content services, however, the carrier holds the license with the original content providers, but we handle settlement of payments to the license holders. In such cases, we recognize as revenue only the amounts net of payments to the content license holders.
•	Professional and other services. Our professional services consist primarily of designing, developing, and maintaining our wireless carrier customers’ websites and performing other consulting and customization services related to promotion or marketing of mobile entertainment services for our carrier customers. Our carrier customers pay us once they accept our delivery of services. For the website services, we receive from our carrier customers monthly site management fees, plus additional monthly fees for content design, promotion, site renewal and additional planning. Our other services primarily involve providing customized modifications and enhancements to existing applications requested by our carrier customers. Fees for our professional services are typically charged on a time-and-materials basis. Revenue for these services is typically recognized using the completed-contract method or upon customer acceptance in accordance with the underlying terms of the contract.

      During 2002, 2003 and 2004, our service revenues represented 46.5%, 58.6%, and 83.2%, respectively, of our total revenues. We expect revenues from our service revenues, in particular carrier application services, to continue to increase as a percentage of our total revenues.

System sales revenues

      Our system sales principally involve the sale to wireless carriers of our software application often loaded onto hardware that we supply, together with system integration and maintenance fees. The primary system that we sell is for ringback tone service, though we have in the past sold systems that support other mobile entertainment and information services. Unlike our carrier application services, we typically do not operate or manage the system after the system sale installation is complete (or, if we do, such operation and management is provided under a separate contract). Our carrier customers pay us once the system is delivered and accepted by the customer (except in certain instances where progress payments and multiple stages of acceptance are contemplated). We recognize revenue for these system sales upon product delivery or upon completion of services using the completed-contract method. These system sales contracts generally have relatively long contract periods and are considered complete when the remaining related maintenance costs and other obligations are considered insignificant. However, where we can make reasonably dependable estimates of completion, revenue, and associated costs, and when we have enforceable rights regarding goods and services already provided, we recognize revenue following the percentage of completion method.

      Because, in the past, a substantial portion of system sales involved the sale of hardware, which carried a high level of cost associated with it, we typically earned lower margins compared to carrier application services or content services. We reduced our focus on system sales as we have shifted our strategic focus

49

on carrier application services in 2003. However, we plan to continue to offer system sales to carrier customers as an alternative to, and to complement, our carrier application services, our core offering. As we do this, we expect system sales revenues to decrease as a percentage of total revenues, contributing to improved margins.

Cost and expenses

      Our costs and expenses consist of cost of service revenues, cost of system sales, depreciation and amortization expense, selling and marketing expense, general and administrative expense, research and development expense and stock compensation expense.

•  Cost of service revenues include data processing costs, network costs, royalty costs, personnel costs associated with service implementation, training and customer care, and off-network database query charges. In 2002 and 2003, substantially all salaries and benefits for employees who are principally engaged in provision of services were allocated to cost of service revenues. In 2004, we introduced an enterprise resource planning system and were better able to allocate the portion of salaries and benefits that relate to general and administrative activities performed by these employees. Had we introduced our enterprise resource planning system in prior years, we would have allocated certain costs to general and administrative expenses and our cost of service revenues in 2002 and 2003 would have been lowered by a corresponding amount.

•  Cost of system sales include hardware costs, data processing costs, network costs, royalty costs, personnel costs associated with system sales, maintenance after implementation, training and customer care. In 2002 and 2003, substantially all salaries and benefits for employees who are principally engaged in provision of system sales were allocated to cost of system sales. Had we introduced our enterprise resource planning system in prior years, we would have allocated certain costs to general and administrative expenses and our cost of system sales in 2002 and 2003 would have been lowered by a corresponding amount.

•  Depreciation and amortization expense relates primarily to our property and equipment including our network infrastructure facilities related to information management and other intangible assets. We expect that depreciation and amortization expense will increase during 2005 as we expand our network infrastructure to support additional carrier application service implementations at WiderThan Americas. Additionally, due to our acquisition of WiderThan Americas in the fourth quarter of 2004, we will experience a full year of depreciation and amortization expense in 2005 from the fixed assets and intangibles assets acquired in that transaction.

•  Selling and marketing expenses consist of advertising, promotion and market research expenses, all of which are expensed as incurred. We expect that our selling and marketing expenses will increase as we continue to further expand our global customer base into new markets such as Europe.

•  General and administrative expenses consist of salaries and benefits for employees whose activities represent administrative functions. We experienced an increase in general and administrative expenses in 2004 primarily due to our introduction of an enterprise resource planning system. Following the implementation of this system, we were better able to allocate to general and administrative expenses the portion of salaries and benefits that relate to general and administrative activities performed by employees whose principal functions related to provision of services or system sales. Had we introduced our enterprise resource planning system in prior years, we estimate that our general and administrative expenses in 2002 and 2003 would have been higher than reported. In addition, after this offering, we expect our general and administrative expenses to increase as a result of increased costs, such as legal and accounting fees and internal controls costs, related to compliance with the Sarbanes-Oxley Act of 2002 and other relevant U.S. securities laws.

•  Research and development costs consist of personnel cost including payroll and benefits that are expensed as incurred. In general, we conduct our research and development activities in-house

50

	unless outsourcing is specifically warranted. We do not allocate administrative, real estate related and other corporate costs to research and development.
•	Stock compensation expenses include the costs associated with our various stock related benefit programs, including the employee stock ownership association, the stock options and the virtual stock options.

Income taxes

      Our consolidated effective tax rates were 37.4%, 30.9% and 36.0% for 2002, 2003 and 2004, respectively. Our statutory rate in Korea was 29.7% in 2002, 2003 and 2004, and became 27.5% effective January 1, 2005 in accordance with an amendment to the Corporate Tax Act of Korea. The primary reason that our effective tax rate was higher than the statutory rate is because, in Korea, our taxes are levied on our taxable income, which is greater than our income before taxes, primarily due to certain expenses that are not deductible for tax purposes.

      In addition, we acquired net operating loss carryforwards in our purchase of WiderThan Americas, Inc. in October 2004. Based on our historical losses and the uncertainty about our ability to generate sufficient taxable income in the United States in the short term, we have decided that it is more likely than not that we will not be able to utilize these net deferred tax assets and thus have recorded a full valuation allowance on the net deferred tax assets generated in the business in the United States. However, as the net operating loss carryforwards do not begin to expire until 2021, we believe there is a reasonable chance that we will be able to utilize these losses in the longer term, before they expire.

Internal controls

      We and our independent registered public accountants have identified certain material weaknesses in our accounting team’s ability to support the financial reporting requirements of a U.S. registrant. A material weakness, as defined under standards established by the Public Company Accounting Oversight Board, is a significant deficiency in the design or operation of internal controls, which does not reduce to a relatively low level the risk that misstatements caused by errors or fraud in amounts that would be material in relation to the consolidated reporting package being reviewed may occur and not be detected within a timely period by employees in the normal course of performing their assigned functions. Among the areas that we and our independent accountants identified as having certain material weaknesses were (i) our knowledge of general accounting and specific U.S. GAAP issues and our lack of internal accounting resources and reliance on external resources for accounting, U.S. GAAP, advice and bookkeeping support, (ii) our ability to prepare timely consolidated financial statements under U.S. GAAP and (iii) our reliance on spreadsheet programs, which are generally more prone to errors due to the absence of effective controls over such spreadsheet access and use, to perform consolidation and prepare U.S. GAAP financial statements.

      To address the material weaknesses in our internal controls that were identified, we hired three accounting team members, each with U.S. GAAP experience and U.S. CPA certifications, including a head of accounting with more than 14 years of accounting experience and one senior accountant with more than eight years of accounting experience. In addition, we engaged KPMG to assist in the preparation and closing of our financial statements through the third quarter of 2005 and to train our existing accounting personnel in best accounting practices during these quarterly closings. Finally, with the assistance of KPMG, we have identified requirements to configure our current enterprise reporting system to support U.S. GAAP reporting. In the meantime, we developed improved excel spreadsheets with access and use controls over such spreadsheets to produce U.S. GAAP financial statements in order to reduce errors. Our management and audit committee are currently executing a range of additional actions to further address the weaknesses identified by us and our auditors in our internal controls and financial statement reporting procedures.

      Although we expect to be able to address these weaknesses in a timely manner, we cannot be certain that these measures will ensure that we implement and maintain adequate controls over our financial

51

processes and reporting in the future. See “Risk Factors — Risks related to this offering — We and our auditors have identified certain material weaknesses in our internal controls and if we fail to achieve and maintain an effective system of internal controls, we may be unable to accurately report our financial results or reduce our ability to prevent or detect fraud, and investor confidence and the market price of our ADSs may be adversely affected”.

Results of operations

      The following table sets forth the items in our historical consolidated statement of operations for the periods indicated as a percentage of total revenues:

					For the years ended									For the nine months ended September 30,
					December 31,
																	Pro forma						Pro forma
					2002			2003			2004			2004			2004			2005			2005
Total revenues:						100.0	%		100.0	%		100.0	%		100.0	%		100.0	%		100.0	%		100.0	%
		Services revenues:
			Carrier application services			10.8			21.6			39.3			38.8			40.8			62.1			62.1
			Content services			10.6			19.4			28.9			28.5			31.5			19.8			19.8
			Professional and other services			25.1			17.6			15.0			18.0			15.6			9.2			9.2
				Total service revenues		46.5			58.6			83.2			85.3			87.9			91.1			91.1
		System sales				53.5			41.4			16.8			14.7			12.1			8.9			8.9
Costs and expenses:
	Cost of service revenues					29.0			30.1			35.9			38.8			35.9			33.2			33.2
	Cost of system sales					49.0			34.4			12.4			12.2			10.1			5.8			5.8
	Depreciation and amortization					1.3			2.1			4.0			4.0			4.9			4.4			4.4
	Selling and marketing					3.3			4.8			4.2			3.1			4.0			5.0			5.0
	General and administrative					8.1			12.4			22.8			24.5			22.3			23.8			23.8
	Research and development					2.4			2.3			6.0			4.3			11.4			12.6			12.6
	Stock compensation					—			—			4.8			6.9			8.3			3.7			4.5
Total costs and expenses						93.1			86.1			90.1			93.8			96.8			88.5			89.4
Operating income (loss)						6.9			13.9			9.9			6.2			3.2			11.5			10.6
Other income (loss)						0.2			0.3			(0.3	)		0.7			0.6			0.6			0.6
Income before income tax expenses						7.1			14.2			9.6			6.9			3.7			12.1			11.2
Income taxes						2.7			4.4			3.5			2.3			2.1			3.6			3.6
Income before minority interest and earnings (loss) from equity method investment						4.4			9.8			6.1			4.6			1.6			8.4			7.6
Minority interest						—			—			—			—			—			0.1			0.1
Earnings (loss) from equity method investment						—			0.3			0.2			0.1			0.1			(0.2	)		(0.2	)
Net income						4.4	%		10.1	%		6.3	%		4.6	%		1.7	%		8.4	%		7.5	%

Nine months ended September 30, 2005 compared to nine months ended September 30, 2004

      Results for the nine months ended September 30, 2005 are not necessarily indicative of the results that may be expected for the full year.

52

     Revenues

      Our revenues increased by 74.4% to US$70.1 million in the nine months ended September 30, 2005 from US$40.2 million in the nine months ended September 30, 2004 primarily due to the consolidation of US$16.1 million of WiderThan Americas revenues in the nine months ended September 30, 2005, the increases in revenues from our carrier application services, and the foreign currency translation gain of US$5.9 million resulting from the 14.1% appreciation of the Korean Won against the U.S. dollar from the nine months ended September 30, 2004 to the nine months ended September 30, 2005 as described in “ — Foreign exchange effects”. With respect to the different categories of our revenues, we experienced a 179.1% increase in carrier application services revenues, a 21.2% increase in content service revenues and a 5.8% increase in system sales revenues.

      Revenues from our carrier application services increased by 179.1% to US$43.5 million in the nine months ended September 30, 2005 from US$15.6 million in the nine months ended September 30, 2004 primarily due to an increase in the number of subscribers for SK Telecom’s ringback tone service, new revenues from the launch of the music-on-demand service for SK Telecom, an increase in usage of a variety of other carrier application services provided to SK Telecom, revenue from new ringback tone service offerings at Globe, Bharti, T-Mobile USA and Verizon Wireless, and the consolidation of US$12.3 million in revenue from carrier applications services (the majority of which was from inter-carrier messaging) provided by WiderThan Americas after the acquisition in October 2004. In addition, compared to the nine months ended September 30, 2004, carrier application services revenues in the nine months ended September 30, 2005 also included amounts derived from system sales when the system sales were part of a multiple element contract for which objective and reliable evidence of fair values for each of the multiple elements were not available and the majority of contracted revenue was related to a carrier application service. Carrier application services revenues increased to 62.1% of total revenue in the nine months ended September 30, 2005 from 38.8% in the nine months ended September 30, 2004.

      Revenues from our content services increased by 21.2% to US$13.9 million in the nine months ended September 30, 2005 from US$11.4 million in the nine months ended September 30, 2004 primarily due to an increase in revenues generated from mobile games, following our active publishing and marketing of mobile games and a general increase in the per-download game fees due to increased sophistication of our mobile games, and the addition of US$2.4 million revenues from music and graphics content services provided by WiderThan Americas, which was partially offset by a decrease in revenues from co-promotion activities with SK Telecom that we ceased beginning in 2005. Content services revenues decreased to 19.8% of total revenue in the nine months ended September 30, 2005 from 28.5% in the nine months ended September 30, 2004.

      Revenues from our professional and other services decreased by 11.3% to US$6.4 million in the nine months ended September 30, 2005 from US$7.2 million in the nine months ended September 30, 2004 primarily due to a decrease in web-agency revenues following reduced spending by SK Telecom on promotions through customer loyalty websites that we manage for SK Telecom and a decrease in our related consulting services in the nine months ended September 30, 2005 compared to the nine months ended September 30, 2004.

      Revenues from our system sales increased by 5.8% to US$6.2 million in the nine months ended September 30, 2005 from US$5.9 million in the nine months ended September 30, 2004 primarily due to revenues earned from ringback tone system sales contracts we entered into with Telkomsel, Ml, Telkomflexi and T-Mobile USA in the second half of 2004 and system integration fees for the development and implementation of a new system for SK Telecom, which provides a portal for its subscribers to access wireless data services and voice services more easily. System sales revenue decreased to 8.9% of total revenue in the nine months ended September 30, 2005 from 14.7% in the nine months ended September 30, 2004.

53

     Costs and expenses

      Our total costs and expenses increased by 64.5% to US$62.0 million in the nine months ended September 30, 2005 from US$37.7 million in the nine months ended September 30, 2004 primarily due to increases in cost of service revenues, general and administrative expenses, research and development expenses and stock compensation charges as more fully described below. The 14.1% appreciation of the Korean Won against the U.S. dollar for the nine months ended September 30, 2004 compared to the nine months ended September 30, 2005 resulted in an increase of US$4.7 million in our total costs and expenses for the nine months ended September 30, 2005.

      Cost of service revenues. Our cost of service revenues increased by 49.4% to US$23.3 million in the nine months ended September 30, 2005 from US$15.6 million in the nine months ended September 30, 2004 primarily due to increases in service outsourcing costs for subcontracted labor, costs for sourcing of content, salaries and benefits and travel and communication expenses, each of which relates to the increase in our service revenues. Music-on-demand service requires labor-intense database and music website management. In order to respond to immediate needs for labor and to achieve cost-efficiency, we outsourced non-core aspects of such service to several third party subcontractors amounting to US$3.1 million, resulting in an increase in our outsourcing cost. We also experienced an increase in our labor cost, salaries and benefits in particular, resulting from new hiring of personnel to support the growth in our ringback tone carrier application services. Cost of service revenues represented 33.2% of total revenue in the nine months ended September 30, 2005 as compared to 38.8% in the nine months ended September 30, 2004.

      Cost of system sales. Our cost of system sales decreased by 17.7% to US$4.0 million in the nine months ended September 30, 2005 from US$4.9 million in the nine months ended September 30, 2004 primarily due to a decrease in hardware purchasing cost associated with system sales. Cost of system sales represented 5.8% of total revenue in the nine months ended September 30, 2005 as compared to 12.2% in the nine months ended September 30, 2004.

      Depreciation and amortization. Our depreciation and amortization expense increased by 91.3% to US$3.1 million in the nine months ended September 30, 2005 from US$1.6 million in the nine months ended September 30, 2004 primarily due to the addition of US$0.8 million in depreciation and amortization from WiderThan Americas, the purchase of hardware for the provision of ringback tone service to SK Telecom and Globe and music-on-demand service to SK Telecom, and the opening of a branch office in Indonesia.

      Selling and marketing. Our selling and marketing expenses increased by 186.3% to US$3.5 million in the nine months ended September 30, 2005 from US$1.2 million in the nine months ended September 30, 2004 primarily due to greater promotion of game publishing, including a joint marketing arrangement with a fast food franchise, and incurrence of expenses associated with sourcing and managing real music content for SK Telecom. Selling and marketing expenses represented 5.0% of revenue in the nine months ended September 30, 2005 as compared to 3.1% in the six months ended September 30, 2004 primarily due to the expansion of our game content business which requires a high level of marketing support, in particular, during the initial phases of launch.

      General and administrative. Our general and administrative expenses increased by 69.6% to US$16.7 million in the nine months ended September 30, 2005 from US$9.8 million in the nine months ended September 30, 2004 primarily due to the addition of US$5.2 million in general and administrative expenses from WiderThan Americas and an increase in salary expenses as a result of higher level of bonuses accrued in the nine months ended September 30, 2005 as compared to bonuses attributable to the nine months ended September 30, 2004. General and administrative expenses represented 23.8% of revenues in the nine months ended September 30, 2005 as compared to 24.5% in the nine months ended September 30, 2004.

      Research and development. Our research and development expenses increased by 406.5% to US$8.8 million in the nine months ended September 30, 2005 from US$1.7 million in the nine months

54

ended September 30, 2004 primarily due to the addition of US$6.4 million of research and development expenses incurred by WiderThan Americas following the acquisition and an increase in labor costs for employees engaged in software development. Research and development expenses represented 12.6% of total revenue in the nine months ended September 30, 2005 as compared to 4.3% in the nine months ended September 30, 2004.

      Stock compensation. We incurred stock compensation expenses amounting to US$2.6 million in the nine months ended September 30, 2005 due to the issuance and vesting of of employee stock options, the effect of the VSOs and their exchange and awarding of VSO Cash Rights and KSO Cancellee Cash Rights.

     Operating income

      As a result of the cumulative effects of the reasons stated above, our operating income increased to US$8.0 million in the nine months ended September 30, 2005 from US$2.5 million in the nine months ended September 30, 2004.

     Other income

      Our net other income increased by 42.3% to US$0.4 million in the nine months ended September 30, 2005 from US$0.3 million in the nine months ended September 30, 2004 primarily due to our recording of net interest income of US$0.3 million in the nine months ended September 30, 2005 resulting from the increases in our cash and cash equivalents to US$26.9 million as of September 30, 2005 from US$17.8 million as of December 31, 2004.

     Income taxes

      We recorded income taxes of US$2.6 million in the nine months ended September 30, 2005 as compared to an income tax of US$0.9 million in the nine months ended September 30, 2004. However, our effective tax rate decreased to 30.2% in the nine months ended September 30, 2005 from 33.9% in the nine months ended September 30, 2004, primarily due to the reduction of the Korean statutory rate, effective January 1, 2005, from 29.7% to 27.5% and the impact of a reduced valuation allowance on deferred tax assets resulting from the utilization of net operating loss carryforwards in WiderThan Americas in the nine months ended September 30, 2005.

     Minority interest

      As a result of our consolidation of WT Investor Corp. and Melody Share Corporation under FIN 46(R), without any equity ownership of these entities, US$0.1 million was allocated to minority interest in the nine months ended September 30, 2005.

     Net income

      As a result of the cumulative effects of the reasons stated above, our net income increased to US$5.9 million in the nine months ended September 30, 2005 from US$1.9 million in the nine months ended September 30, 2004.

2004 compared to 2003

Revenues

      Our total revenues increased by 6.4% to US$62.8 million in 2004 from US$59.0 million in 2003, primarily due to the inclusion of US$5.3 million of revenue of WiderThan Americas in our consolidated operating results from the acquisition date of October 8, 2004 and the positive impact of US$2.1 million resulting from the 4.1% appreciation of the Korean Won against the U.S. dollar from 2003 to 2004 as described in “— Foreign exchange effects”. With respect to the different categories of our revenue, we experienced a 93.4% increase in carrier application services revenue and a 58.8% increase in content

55

services revenue, which was partially offset by a 56.8% decrease in system sales. But for our acquisition of WiderThan Americas and the appreciation of the Korean Won against the U.S. dollar, our revenues would have decreased by 6.4%, primarily due to a decrease in revenues from system sales reflecting a shift in our business focus towards carrier application services.

      Revenues from our carrier application services increased by 93.4% to US$24.7 million in 2004 from US$12.8 million in 2003 primarily due to an increase in the number of subscribers for SK Telecom’s ringback tone service, new revenues from the launch of music-on-demand service for SK Telecom, an increase in usage of a variety of other carrier application services provided to SK Telecom and the addition of revenues from carrier applications services (primarily inter-carrier messaging) provided by WiderThan Americas after it was acquired by us in October 2004. In addition, unlike in 2003, during 2004, carrier application services revenues also included amounts derived from system sales when the system sales were part of a multiple element contract for which objective and reliable evidence of fair values for each of the multiple elements were not available and the majority of contracted revenue was related to a carrier application service. Carrier application services revenue increased to 39.3% of total revenue in 2004 from 21.6% in 2003.

      Revenues from our content services increased by 58.8% to US$18.2 million in 2004 from US$11.4 million in 2003 primarily due to new revenues from sourcing real music content for SK Telecom, an increase in usage of our music-related content such as ringtones and ringback tones, the addition of revenues from music and graphics content services provided by WiderThan Americas after it was acquired by us in October 2004 and an increase in downloads of our mobile games which we believe resulted from our active publishing and marketing of competitive mobile games in 2004 and the effect of an increase in download fees of our mobile games in 2004. Content services revenue increased to 28.9% of total revenue in 2004 from 19.4% in 2003.

      Revenues from our professional and other services decreased by 9.1% to US$9.4 million in 2004 from US$10.4 million in 2003 primarily due to a 87.8% decrease in revenues from other services to US$0.2 million in 2004 from US$1.9 million in 2003. Revenues from other services primarily represent consulting or agency fees that we received from SK Telecom for organizing, managing or supervising certain projects, campaigns or events designed to promote or market value-added wireless services on behalf of SK Telecom. The decrease in 2004 represents the reduced activity levels of such marketing and promotional projects, campaigns or events by SK Telecom in recent years as compared to the prior years, as the markets for value-added wireless services matured.

      Revenues from our system sales decreased by 56.8% to US$10.6 million in 2004 from US$24.5 million in 2003 primarily due to the shift in our business focus from non-recurring system sales with lower margins to recurring carrier application services and content services with higher margins. System sales revenue decreased to 16.8% of total revenue in 2004 from 41.4% in 2003.

Costs and expenses

      Cost of service revenues. Our cost of service revenues increased by 27.1% to US$22.6 million in 2004 from US$17.8 million in 2003 primarily due to increases in cost associated with sourcing of content, outsourced labor cost and salary and benefits, each of which relates to the increase in our service revenues.

      Cost of system sales. Our cost of system sales decreased by 61.5% to US$7.8 million in 2004 from US$20.3 million in 2003 primarily due to decreases in cost for purchasing hardware, labor cost and license royalties and in salary and benefits, each of which relates to the decrease in our system sales revenues. Cost of system sales represented 12.4% of revenue in 2004 as compared to 34.4% of revenue in 2003.

      Depreciation and amortization. Our depreciation and amortization expense increased by 100.2% to US$2.5 million in 2004 from US$1.2 million in 2003. International carrier application services and increased music-related carrier application services in 2004 continues to require capital expenditures at initial service launches including hardware purchases and establishing branch offices outside of Korea, resulting in increased depreciation expenses in 2004 as compared to 2003.

56

      Selling and marketing. Our selling and marketing expenses decreased by 8.4% to US$2.6 million in 2004 from US$2.8 million in 2003, primarily due to a decrease in advertisement expenses. The decrease in advertisement expenses reflect a reduced level of our advertisement activities using mass media and an increased focus on off-line marketing events and participation in exhibitions.

      General and administrative. Our general and administrative expenses increased by 96.6% to US$14.4 million in 2004 from US$7.3 million in 2003 primarily due to the introduction of our enterprise resource planning system, increases in salaries and benefits and an increase in rent and expenses for office management and supplies. We estimate that the implementation of our enterprise resource planning system resulted in an increase in general and administrative expenses in 2004 of approximately US$1.5 million of costs that previously would have been included in cost of service revenues or cost of system sales. The increase in salary and benefits reflected our efforts to centralize operations resulting in higher labor expenses for administrative functions as well as the effect of an increase in salary wages and benefits costs. The increase in rent and expenses for office management and supplies was primarily due to our opening of two additional branch offices outside of Korea as we continued to expand our international operations as well as the increase in monthly rent we paid in 2004 after we relocated our headquarters. General and administrative expenses represented 22.8% of revenue in 2004 as compared to only 12.4% of revenue in 2003.

      Research and development. Our research and development expenses increased by 173.6% to US$3.8 million in 2004 from US$1.4 million in 2003 primarily due to the addition of research and development expenses incurred by WiderThan Americas following our acquisition of it, an increase in costs for personnel involved in development of software for ringback tones and music-on-demand solutions and, to a lesser extent, an increase in the number of employees engaged in research and development and the corresponding increase in their labor cost.

      Stock compensation. We incurred stock compensation expenses amounting to US$3.0 million in 2004 primarily due to a charge in the amount of US$2.7 million from the issuance in June 2004 of 500,000 shares to our employees at below fair market value as described in “— Stock compensation expenses”.

Operating income

      As a result of the cumulative effects of the reasons stated above, our operating income decreased by 24.5% to US$6.2 million in 2004 from US$8.2 million in 2003.

Other income (loss)

      We recorded a net other loss of US$0.2 million in 2004 as compared to a net other income of US$0.2 million in 2003 primarily due to our recording of net foreign exchange loss of US$0.6 million in 2004 as compared to foreign exchange gain of approximately US$5,000 resulting from the appreciation of Korean Won against the U.S. dollar in 2003.

Income taxes

      Our income taxes decreased to US$2.2 million in 2004 from US$2.6 million in 2003. Our effective tax rate increased from 30.9% in 2003 to 36.0% in 2004 primarily due to stock compensation expense associated with the issuance of shares to employees at below fair market value in 2004, the majority of which was not deductible for tax purposes in Korea.

Net income

      As a result of the cumulative effects of the reasons stated above, our net income decreased by 34.1% to US$3.9 million in 2004 from US$6.0 million in 2003.

57

2003 compared to 2002

Revenues

      Our total revenues increased by 36.2% to US$59.0 million in 2003 from US$43.4 million in 2002 primarily due to a 172.4% increase in carrier application services revenue and a 150.0% increase in content services revenue. The increase in our revenues during the period in comparison reflects the positive impact of US$2.9 million resulting from the 5.3% appreciation of the Korean Won against the U.S. dollar from 2002 to 2003 as described in “— Foreign exchange effects”.

      Revenues from our carrier application services increased by 172.4% to US$12.8 million in 2003 from US$4.7 million in 2002 primarily due to an increase in revenues from our provision of ringback tone service to SK Telecom. The ringback tone service was launched in May 2002 and thus, the 2003 revenue reflects a full year of ringback tone services as compared to eight months in 2002. In addition, increases in both the number of subscribers for ringback tone service and usage had a positive impact on revenue during 2003.

      Revenues from our content services increased by 150.0% to US$11.4 million in 2003 from US$4.6 million in 2002 primarily due to an increase in revenues from music-related content, in particular ringback tone and ringtone content resulting from new product introduction following the improvement in network environment. This increase is further attributable to our recording revenues from co-promotion activities with SK Telecom that we commenced in 2003.

      Revenues from our professional and other services decreased by 4.8% to US$10.4 million in 2003 from US$10.9 million in 2002 primarily due to a decrease in revenues from other services, which was offset by an increase in revenues from our website management services provided to SK Telecom. Revenues from other services primarily represent consulting fees that we received from SK Telecom for management of their product development projects. Revenues from our website management services increased due to our winning the mandates to implement, manage and operate four new subscriber loyalty program websites for SK Telecom.

      Revenues from our system sales increased by 5.4% to US$24.5 million in 2003 as compared to US$23.2 million in 2002. Our revenues from system sales in 2002 represented fees received from SK Telecom for implementing a number of service projects while such revenues in 2003 resulted primarily from one major project that we implemented for SK Telecom.

Costs and expenses

      Cost of service revenues. Our cost of service revenues increased by 41.1% to US$17.8 million in 2003 from US$12.6 million in 2002 primarily due to increases in cost associated with sourcing of content, outsourced labor cost, and salary and benefits, each of which relates to the increase in our service revenues.

      Cost of system sales. Our cost of system sales decreased by 4.5% to US$20.3 million in 2003 from US$21.3 million in 2002 primarily due to decreases in cost for purchasing hardware, labor cost and license royalties. This decrease was offset by an increase in salary and benefits.

      Depreciation and amortization. Our depreciation and amortization expense increased by 129.1% to US$1.2 million in 2003 from US$0.5 million in 2002, primarily relating to depreciation of the capital expenditures that we incurred in connection with the launching of our carrier application services in 2002.

      Selling and marketing. Our selling and marketing expenses increased by 95.4% to US$2.8 million in 2003 from US$1.5 million in 2002, primarily due to an increase in advertisement expenses relating to our advertising campaign of our branded content through nationwide television networks, cable TV, movie theaters and other mass media as well as participating in global exhibitions.

      General and administrative. Our general and administrative expenses increased by 107.9% to US$7.3 million in 2003 from US$3.5 million in 2002, primarily due to an increase in salary and benefits

58

resulting from an annual increase in average number of employees as well as an increase in rent and expenses for office management and supplies and an increase in expenses for travel and communications as we expanded our international operations such as opening two branch offices outside of Korea in 2003.

      Research and development. Our research and development expense increased by 34.7% to US$1.4 million in 2003 from US$1.0 million in 2002, primarily due to an increase in labor cost for employees engaged in research and development resulting from an increase in their salary wages and benefits as well as the increase in the number of such employees.

Operating income

      As a result of the cumulative effects of the reasons stated above, our operating income increased by 174.8% to US$8.2 million in 2003 from US$3.0 million in 2002.

Other income (loss)

      Our net other income increased by 63.0% to US$0.2 million in 2003 from US$0.1 million in 2002 primarily due to a 175.5% increase in net interest income to US$0.3 million in 2003 from US$0.1 million in 2002 resulting from an increase in our average cash balance.

Income taxes

      Our income taxes increased to US$2.6 million in 2003 from US$1.2 million in 2002. Our effective tax rate decreased from 37.4% in 2002 to 30.9% in 2003. Following the additional procedures in connection with our US GAAP audits of our 2002, 2003 and 2004 financial statements, we identified certain errors in our 2002 and 2003 tax returns previously filed which resulted in the overpayment of taxes which we believe is not recoverable. The impact of these overpayments in 2002 was to increase our effective tax rate by 12.3% while the impact of these overpayments in 2003 was to increase our effective tax rate by 5.2%. Our effective tax rate decreased in 2003 largely due to this difference.

Net income

      As a result of the cumulative effects of the reasons stated above, our net income increased to US$6.0 million in 2003 from US$1.9 million in 2002.

Financial condition

      Our working capital, which represents current assets less current liabilities, increased from US$11.8 million as of December 31, 2003 to US$18.9 million as of December 31, 2004 and to US$26.9 million as of September 30, 2005. As of September 30, 2005, our working capital includes negative working capital of US$8.6 million related to the consolidation of WT Investor Corp. and Melody Share Corporation into our balance sheet. The obligations of WT Investor Corp. are borne by their shareholders and are not payable by us. Melody Share Corporation, which holds 876,167 shares of our Series C preferred stock that are not treated as outstanding in our consolidated financial statements, will sell these shares in this offering. Melody Share Corporation is contractually obligated to fully repay its outstanding bank debt, and satisfy the VSO Cash Rights liability and KSO Cancellee Cash Rights liability with the proceeds from the sale of the common shares sold by Melody Share Corporation into this offering. As a result of the offering, we expect working capital to increase due to the repayment of Melody Share Corporation’s short-term debt following the conversion of the 876,167 shares of Series C preferred stock held by Melody Share Corporation into common stock and the sale of such common stock in this offering. In such a case, we expect that the lender will require WT Investor Corp., pursuant to its put agreement, to purchase from Melody Share Corporation the Series C preferred shares held by Melody Share Corporation. Upon such a purchase, we expect that WT Investor Corp. would then require us to redeem those preferred shares at the Series C preferred shares redemption price, which is equal to the Series C preferred shares purchase price plus a premium accrued at 10% per annum on the purchase price.

59

      Cash and cash equivalents increased from US$10.7 million as of December 31, 2003 to US$17.8 million as of December 31, 2004 and to US$18.9 million as of September 30, 2005. The increase during the nine months ended September 30, 2005 reflects a US$10.6 million increase in cash from financing activities, which more than offset a US$5.0 million decrease in cash from operating activities and a US$4.2 million decrease in cash from investing activities. The decrease in cash from investing activities is due primarily to the purchase of equipment while the increase in cash from financing activities resulted from the loan obtained by Melody Share Corporation from a bank. However, we are required to hold this cash in escrow until the Series C preferred shares held by Melody Share Corporation are either converted in the process of this offering or redeemed in order to repay its loan in the event we do not complete this offering. Accordingly, cash in the amount of US$8.1 million at September 30, 2005 is included in our working capital but excluded from cash and cash equivalents. The restriction on this cash will lapse, however, once Melody Share Corporation converts its Series C preferred shares into common shares, sells them into this offering and repays its short-term debt in full.

      Our property, plant and equipments also increased from US$4.6 million as of December 31, 2003 to US$8.1 million as of December 31, 2004 and to US$9.3 million as of September 30, 2005 primarily due to capital expenditures relating to our carrier application services and corporate infrastructure, including the introduction of our enterprise resource planning system and establishment of two additional branch offices in India and the Philippines. Goodwill increased from zero as of December 31, 2003 to US$18.4 million as of December 31, 2004 and US$18.1 million as of September 30, 2005 as a result of our acquisition of WiderThan Americas in October 2004. Intangible assets increased from an insignificant amount as of December 31, 2003 to US$2.8 million as of December 31, 2004 and US$2.5 million as of September 30, 2005 due also to our acquisition of WiderThan Americas and our acquisition of its customer relationships valued at US$2.5 million and technology valued at US$0.4 million.

      Our deferred income represents revenues billed but not earned, for example, system sales that are included in multiple element contracts. The recognition of income is deferred and amortized as they are earned. Deferred income increased from US$0.5 million as of December 31, 2003 to US$1.3 million as of December 31, 2004 and US$4.6 million as of September 30, 2005 primarily due to deferral of income on our carrier customer contracts with T-Mobile USA and Globe Telecom. Deferred costs, included within current liabilities, increased from US$0.4 million at December 31, 2003 to US$1.1 million at December 31, 2004 to US$12.0 million at September 30, 2005. These deferred costs as of September 30, 2005 primarily included costs which have been incurred on projects but not yet expensed, prepaid music copyright costs, and deferred costs relating to this offering. The deferred costs on projects have increased due to an increase in costs incurred on projects prior to the contracts being signed and an increase in the costs incurred on contracts where for customer acceptance has not yet been obtained. The prepaid music copyright costs have increased due to our sourcing of music during 2005 in connection with our music on demand service provided to SK Telecom. Accrued expenses increased from US$2.4 million as of December 31, 2003 to US$4.1 million as of December 31, 2004, primarily due to accrued expenses recorded by WiderThan Americas representing royalties, compensation, commissions and bonuses as of December 31, 2004. Accrued expenses decreased to US$3.7 million as of September 30, 2005.

60

Liquidity and capital resources

Liquidity

      The following table sets forth a summary of our cash flows for the periods indicated:

											Nine months ended
		Year ended December 31,									September 30,
		2002			2003			2004			2004			2005
											(unaudited)			(unaudited)
		(In thousands of $)
Cash and cash equivalents at beginning of period		$	2,318		$	2,793		$	10,826		$	10,826		$	17,817
Net cash provided by (used in) operating activities			760			9,969			10,048			2,272			(5,004	)
Net cash provided by (used in) investing activities			(5,641	)		(1,905	)		(5,931	)		(3,653	)		(4,155	)
Net cash provided by (used in) financing activities			5,126			—			720			430			10,678
Effect of exchange rate changes on cash and cash equivalents			230			(31	)		2,154			(719	)		(483	)
	Net increase (decrease) in cash and cash equivalents		475			8,033			6,991			(1,670	)		1,036
Cash and cash equivalents at end of period		$	2,793		$	10,826		$	17,817		$	9,156		$	18,853

      To date, our principal sources of liquidity have been cash flows from our operating activities and financing through the issuance of convertible redeemable preferred stock. Net cash used in investing activities have consisted primarily of purchase of property, plant and equipment and acquisition of other businesses.

      We are in the process of enhancing the platforms for both our ringback tone and music-on-demand services. In April 2005, we entered into a contract with Excelcom, a wireless carrier in Indonesia, to provide our ringback tone carrier application service. We also expect to provide ringback tone and music-on-demand carrier application services to several new wireless carriers in the near future. We expect to finance the related costs for developing enhanced ringback tone and music-on-demand solutions and launching carrier application services with several additional carriers outside of Korea with existing cash and cash equivalents and cash inflows from operating activities.

      We have in the past obtained financing by obtaining borrowings and issuing capital stock. Should we experience any short-term liquidity issues, we expect that we would follow past practice by either obtaining additional borrowings, issuing additional capital stock or debt securities.

      We currently maintain general lines of credit of up to an aggregate amount of US$3.8 million with Hana Bank, Citibank Korea and Korea Exchange Bank, which we have not drawn upon to date. The line of credit with Hana Bank has a one-year maturity (automatically renewable every December unless either party objects), and carries an interest rate at the bank’s 90-day maturity certificate of deposit rate plus 1.68%. The line of credit with Citibank Korea has a one-year maturity (automatically renewable every November unless either party objects), and carries an interest rate at the bank’s 90-day maturity certificate of deposit rate plus 1.50%. The line of credit with Korea Exchange Bank has a six-month maturity (automatically renewable in March and September of every year unless either party objects), and carries an interest rate at the bank’s 90-day maturity certificate of deposit rate plus 1.45%. These lines of credit are unsecured. To the extent we have any outstanding balance under any of these credit facilities, we are subject to standard covenants and notice requirements, such as covenants to consult with the lender prior to engaging in certain events, which include, among others, mergers and acquisitions, sale of material assets, extending a guarantee for the benefit of a third party, entering a new line of business or entering

61

into corporate workout or other debt restructuring. We are also required to furnish certain financial and other information to these bank lenders. We are not, however, subject to any financial covenant requirements or other restrictive covenants that restrict our ability to draw down upon these lines of credit or our ability to obtain financing elsewhere.

      We also use a corporate charge card issued by Hana Bank with a line of credit of up to US$4.8 million. Amounts charged are generally payable the following month depending on the billing cycle. In general, the term of our agreement with Hana Bank for this corporate charge card is for one year, with automatic renewal in May of each year. This agreement may be terminated in writing by mutual agreement between Hana Bank and us. We are not subject to any financial or other restrictive covenants under the terms of this agreement.

      In addition, we currently have a letter of credit facility of up to US$5.0 million open with Hana Bank for importation. This letter of credit facility has a one-year maturity (renewable every April), and carries an interest rate of 2.5% over the London Inter-Bank Offer Rate. Borrowings under this letter of credit facility are collateralized by importation documents and goods being imported under such documentation. To the extent we have any outstanding balance, we are subject to standard covenants and notice requirements under the terms of this facility, such as covenants to consult with the lender prior to engaging in certain events, which include, among others, mergers and acquisitions or sale of material assets or to furnish certain financial and other information. We are not, however, subject to any financial covenant requirements or other restrictive covenants that restrict our ability to utilize this facility or our ability to obtain financing elsewhere.

      In connection with the VSO Exchange in August 2005, Melody Share Corporation obtained a non-revolving line of credit from a bank of US$9.3 million at an annual interest rate equal to the greater of (i) 0.50% above the prime rate and (ii) 6.50%. If this offering does not occur on or before December 15, 2005, the loan and accrued and unpaid interest is repayable on or before December 31, 2005. This loan is secured by the Series C preferred stock that Melody Share Corporation, which is consolidated into our financial statements, is holding and is further supported by WT Investor Corp., a corporation formed solely for the purpose of providing credit support to this loan by i-Hatch Ventures, L.P. and Nokia Venture Partners II, L.P., two of our shareholders. As of September 30, 2005, the outstanding balance of this loan was US$9.2 million and reflected on our balance sheet as a short-term debt. For details, see “Management — VSO exchange”. As previously discussed, Melody Share Corporation is converting the 876,167 shares of Series C preferred stock it holds into common stock and selling them in the form of ADSs into this offering. With the proceeds, Melody Share Corporation is expected to repay all of the outstanding balance on this loan. In addition, at such time, the restrictions on the US$8.1 million in restricted cash will lapse once Melody Share Corporation repays its short-term debt in full.

      Our cash investment policy emphasizes liquidity and preservation of principal over other portfolio considerations. We deposit our cash in bank deposits, money market deposit accounts and money market funds. Prior to our acquisition, WiderThan Americas had entered into a US$1.25 million financing facility with a bank that allowed WiderThan Americas to draw funds against specific accounts receivable. This facility had a one-year term, incurred interest on outstanding balances at 1.25% per month, was collateralized by all of WiderThan America’s assets and was cancelable by either party to the facility at any time. As of December 31, 2004, the outstanding balance of this facility was US$0.3 million, which was recorded as short-term debt. This financing facility expired in March 2005 and we did not renew it.

      Cash flows from operating activities. Net cash provided by operating activities increased from 2002 to 2003 primarily as the result of an increase in net income and positive adjustments to reconcile net income to net cash, which mainly included a decrease in accounts receivable, which more than offset a decrease in accounts payable. Net cash provided by operating activities increased from 2003 to 2004 primarily as the result of positive adjustments to reconcile net income to net cash, which mainly included increases in stock compensation expenses and depreciation and amortization and which more than offset a decrease in net income. We recorded net cash used in operating activities in the nine months ended September 30, 2005 compared to net cash provided by operating activities in the nine months ended

62

September 30, 2004, primarily due to an increase in the net income for the nine months ended September 30, 2005 over the prior period, which was more than offset by an increase in our accounts receivable and deferred costs on our projects.

      Cash flows from investing activities. Net cash used in investing activities decreased from 2002 to 2003 primarily due to a receipt of US$3.8 million of up-front leasehold deposit payment made in 2002 when we moved our headquarters in 2003. Net cash used in investing activities increased from 2003 to 2004 due to US$3.2 million in proceeds from leasehold deposit we received when we moved into our current headquarters building, which required a lower security deposit, in 2003. Our purchase of property, plant and equipment increased in these years in connection with the general growth of our businesses and, to a lesser extent, our acquisition of WiderThan Americas in October 2004. In addition, our net cash used in investing activities in 2003 also reflected our investment in short-term financial instruments in the amount of US$1.7 million, representing bank deposits with Hana Bank that were excluded from cash equivalents due to its original maturity of six months. During the nine months ended September 30, 2004 and 2005, we recorded US$3.7 million and US$4.4 million, respectively, in net cash used in investing activities, reflecting our purchase of property, plant and equipment in connection with the general growth of our business.

      Cash flows from financing activities. Net cash provided by financing activities primarily reflects the issuance of convertible redeemable preferred stock in 2002 as well as the issuance of common stock in 2004. In May 2002, we received net proceeds of US$5.1 million from the issuance of 1,428,570 shares of Series A convertible preferred stock at W4,550 per share (or US$3.65 per share using the then-prevailing exchange rate). In addition, we issued 500,000 shares of our common stock in June 2004 at W1,000 per share (or US$0.86 per share using the prevailing exchange rate) as part of the employee stock ownership association grant and received net proceeds of US$0.4 million. In August 2005, in connection with the VSO exchange, we issued 876,167 shares of Series C preferred stock to Melody Share Corporation for a purchase price of US$9.37 per share, or an aggregate purchase price of for US$8.2 million. In addition, in August 2005, we issued an additional 50,000 shares of Series C preferred shares to two of its shareholders at the same purchase price of US $9.37 per share, or an aggregate purchase price of US$0.5 million.

Capital resources

      As of September 30, 2005, our primary source of liquidity was US$18.9 million of cash and cash equivalents. In addition, as previously mentioned, the restrictions on the US$8.1 million in restricted cash will lapse once Melody Share Corporation converts the Series C preferred shares it holds into common shares, sells them into this offering and repays its loan in full. We believe that our available cash and cash equivalents and net cash provided by operating activities and the net proceeds of this offering will be sufficient to meet our capital needs for at least the next 12 months. We may, however, require additional cash resources due to changed business conditions or other future developments, including any significant investments or acquisitions. If these sources are insufficient to satisfy our cash requirements, we may seek to sell additional securities either in the form of equity or debt or we may seek to incur indebtedness through bank facilities. The incurrence of indebtedness would result in increased debt service obligations and could result in operating and financial covenants that would restrict operations. There is no assurance that we will be able to secure financing in terms satisfactory to us or at all.

      As of September 30, 2005, we continued to maintain our existing lines of credit of up to US$8.7 million with Hana Bank, Citibank Korea and Korea Exchange Bank, which we have not yet drawn upon.

      During 2004, WiderThan Americas entered into financing arrangements with certain vendors for the purchase of software and related services on an installment basis. This arrangement provides for quarterly installment payments on a straight line basis beginning on July 1, 2004 and ending on April 1, 2007. This arrangement incurs interest on the outstanding balance at an imputed interest rate of approximately 3.9% per annum. As of December 31, 2004, the outstanding balance under this arrangement was US$0.3 million.

63

      We have not entered into any material financial guarantees or similar commitments to guarantee the payment obligations of third parties.

      For 2002, 2003 and 2004, we spent approximately US$2.1 million, US$3.5 million and US$4.9 million, respectively, in capital expenditures. For 2005, we expect to incur approximately US$8 million of capital expenditures, principally for hardware and software to be used in connection with the expansion of our music-related carrier application services.

Off-balance sheet arrangements

      We do not have any outstanding derivative financial instruments, off-balance sheet guarantees, interest rate swap transactions or foreign currency forward contracts. We do not engage in trading activities involving non-exchange traded contracts.

Contractual cash obligations

      We have financed our operations primarily through cash from operations and equity investments from our shareholders. To date, we have not financed our operations through borrowings, and as of September 30, 2005, we had no material debt obligations outstanding to unrelated parties. The following table sets forth a summary of our contractual cash obligations due by period as of December 31, 2004.

		Payments due by period
		Up to		Between 1		Between 3		Beyond
		1 Year		and 3 Years		and 5 Years		5 Years		Total
		(In thousands of $)
Long-term debt obligations		$	157	$	233	$	—	$	—	$	390
Operating lease obligations			1,847		1,191		—		—		3,038
	Total	$	2,004	$	1,424	$	—	$	—	$	3,428

      Our contractual cash obligations consist largely of operating lease obligations in connection with our offices and facilities. Our other contractual cash obligations consist primarily of payments to vendors by WiderThan Americas. We do not have material contractual obligations in currencies other than the Korean Won and U.S. dollars.

Critical accounting policies

      Our discussion and analysis of our financial condition and results of operations are based upon our financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these financial statements requires us to make estimates, judgments and assumptions that affect the reported amounts of assets and liabilities, contingent liabilities, and revenue and expenses during the reporting period. We evaluate our estimates on an ongoing basis based on historical experience and other assumptions we believe are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. The policies discussed below are considered by our management to be critical because they are not only important to the portrayal of our financial condition and results of operations but also because application and interpretation of these policies require both judgment and estimates of matters that are inherently uncertain and unknown. As a result, actual results may differ materially from our estimates.

Revenue recognition

      Our revenue is derived from contractual agreements with our wireless carrier customers, which vary significantly from customer to customer. Significant judgment is required to determine appropriate revenue recognition criteria for each contract, with each customer, and for each type of service and product provided.

64

      Our carrier customer is the primary obligor of services to the ultimate wireless subscriber and is responsible for billing and collections and for resolving billing disputes. Therefore, in accordance with Emerging Issues Task Force, or EITF, No. 99-19, Reporting Revenue Gross as a Principal Versus Net as an Agent, we generally recognize as revenue the amounts our carrier customers pay to us upon the sale of our products or services. The assessment of the primary obligor requires judgment and can vary between contracts.

      For certain contracts, we have to make estimates regarding the amounts of revenue to be recognized currently and the amounts which must be deferred. For contracts involving system sales, in accordance with Statement of Position, or SOP, No. 81-1, Accounting for Performance of Construction-Type and Certain Production-Type Contracts, we are required to make reasonably dependable assessments of the percentage of completion of the projects at each balance sheet date. Where we are unable to make reasonably dependable estimates of the percentage of completion, we defer revenue recognition until the contract is completed. At the moment, we recognize the majority of our contracts on the completed contract basis; however, we are currently making improvements to our systems and internal processes to track the progress of our systems sales contracts, and expect to be able to recognize a greater proportion of our contracts on a percentage of completion basis in the future.

      For carrier application services and content services revenues, certain portions of revenue are estimated at each balance sheet date, and are based upon our historical experience of the amounts that can be billed and collected on a per user basis. To date, instances requiring estimates have not been significant, and our policy is to record differences between estimated revenues and actual revenues in the next reporting period once the amounts are actually determined. Historically, differences between our estimates and actual revenues have not been materially different.

      Approximately seven of our contracts contain multiple deliverables and, in accordance with EITF No. 00-21, Revenue Arrangements with Multiple Deliverables, SOP No. 97-2, Software Revenue Recognition and Staff Accounting Bulletin, or SAB, No. 104, Revenue Recognition, where we do not have sufficient objective and reliable evidence of fair values for each of the multiple elements contained therein, we are required to recognize these contracts as a single element for revenue recognition purposes. In contracts containing multiple deliverables, the revenues associated with product delivery, software development, system integration, customization, maintenance and carrier application services are deferred until the products are delivered and the system is accepted by our carrier customers. Following acceptance by our customers, these revenues are then recognized during the remaining period of the contract. The determination of objective and reliable evidence of fair value requires significant judgment, and we currently treat the majority of our multiple deliverable contracts as single elements of accounting.

      For contracts containing multiple deliverables, we allocate revenue from such contracts to the most significant revenue category in our statement of operations. For example, a single contract with our carrier customer may require us to deliver a combination of carrier application services and system sales. Under such a contract, carrier application services typically represent the single largest contributor of our revenues. Accordingly, we allocate the revenues representing and generated from our system sales to carrier application service revenue. The corresponding cost of revenues associated with system sales are also reflected under cost of service revenues in accordance with this revenue recognition.

Impairment of goodwill, other intangible assets and long lived assets

      Goodwill represents the excess of the purchase price over the fair value of the identifiable net assets acquired in our acquisition of WiderThan Americas. As of September 30, 2005, residual goodwill reflected on our balance sheet was US$18.1 million. At the time of such acquisition, we estimated US$2.9 million of intangible assets were acquired from WiderThan Americas, relating to customer relationships and technology.

      We evaluate goodwill and indefinite-lived intangibles on an annual basis for possible impairment, in accordance with SFAS No. 142, Goodwill and Other Intangible Assets, using fair value techniques and market comparables. We assess impairment of our other long-lived assets in accordance with the provisions

65

of SFAS No. 144, Accounting for the Impairment or Disposal of Long-lived Assets, whenever events or changes in circumstance indicate the carrying amount may not be recoverable.

      The assessment of impairments under SFAS No. 142 and No. 144 requires significant judgment and requires estimates to assess fair values. However, to date we have not had an impairment of goodwill or other long-lived assets.

Accounting for stock-based compensation

      We have four types of stock based compensation: stock options, shares purchased by the employee stock ownership association, virtual stock options and VSO and KSO Cancellee Cash Rights.

      We account for stock options in accordance with the provisions of SFAS No. 123, Accounting for Stock Based Compensation, using the fair value method based on a Black-Scholes valuation. Under this method, compensation cost for stock option grants are measured at the grant date based on the fair value of the award and recognized over the service period, which is usually the vesting period using a method promulgated by Financial Accounting Standards Board, or FASB, Interpretations No. 28, or FIN 28.

      We also estimated the fair value of the shares purchased by the employee stock ownership association using a Black-Scholes model. On the grant date, the fair value was determined to be in excess of the amounts paid by the employees to purchase these shares, and thus the difference has been recorded as compensation expense in the period of grant, based on the terms of the award.

      We treat the virtual stock options as stock appreciation rights and estimate the fair value of our liability at each balance sheet date based on the Black-Scholes model. Compensation cost associated with the virtual stock options is also recognized over the vesting period, as applicable for each tranche, using the method promulgated by FIN 28. Changes in this liability at each balance sheet date, resulting from changes in the fair value and the amount vested, are recorded as compensation expense or benefit.

      The VSO Cash Rights and the KSO Cancellee Cash Rights are accounted for as stock appreciation rights. As these instruments were granted by Melody Share Corporation to our employees, we record compensation expense for any change in value above the previously recognized compensation expense and record an increase to the cash rights liability. The VSO Cash Rights and the KSO Cancellee Cash Rights are valued based on the Black Scholes valuation model.

      For all of these equity-based compensation awards, the determination of fair value of the awards at their date of grant using the Black-Scholes model requires estimates about our expected share price, dividend yield, the risk free interest rate, expected volatility, and expected life.

     Income taxes

      We account for income taxes under the provisions of SFAS No. 109, Accounting for Income Taxes, which requires the asset and liability method. We review our deferred tax assets on a regular basis to evaluate their recoverability based on expected enacted tax rates and projections of the expected realization of our deferred tax liabilities, projections of future taxable income, and tax planning strategies that we might employ to utilize such assets, including net operating loss carryforwards. A valuation allowance is provided on deferred tax assets to the extent that it is more likely than not that such deferred tax assets will not be realized. Management judgment is required in determining our provision for income taxes, deferred tax assets and liabilities and the extent to which deferred tax assets can be recognized. Realization of future tax benefits related to the deferred tax assets is dependent on many factors, including our ability to generate taxable income within the period during which the temporary differences reverse, the outlook for the economic environment in which the business operates, and the overall future industry outlook.

      In addition, we operate within domestic and foreign taxing jurisdictions and are subject to audit in those jurisdictions. In particular, companies in Korea are in general subject to tax audits by the Korean National Tax Service, on average, every five years. As we have not yet received a tax audit since our

66

inception in 2000, it is likely that we may be subject to a tax audit in the next couple of years. These audits can involve complex issues, which may require an extended period of time for resolution. Although we believe that our financial statements reflect a reasonable assessment of our foreign tax liability, it is possible that the ultimate resolution of these issues could significantly differ from our original estimates.

Quantitative and qualitative disclosures about market risk

      Market risk is the risk of loss related to adverse changes in market prices, including interest rates and foreign exchange rates, of financial instruments. In the normal course of our business, we are subject to market risk associated with currency movements on non-Won denominated assets and liabilities and interest rate movements.

Foreign currency risk

      Our cash flows and revenues will be affected by the foreign exchange rate between the U.S. dollar and the Korean Won primarily because of our U.S. operations. For the year ended December 31, 2004, US$53.5 million of our revenues and US$50.3 million of our operating expenses were derived from currencies other than the US dollar. Of these amounts, the majority were derived from the Korean Won, (US$52.1 million of revenues and US$48.6 million of operating expenses). A hypothetical 10% depreciation in the value of the Korean Won against the U.S. dollar for the fiscal year ended December 31, 2004 would have reduced our revenues by US$5.3 million and decreased our operating income by US$0.3 million. For the nine months ended September 30, 2005, US$48.8 million of our revenues and US$39.9 million of our operating expenses were derived from currencies other than the US dollar. Of these amounts, the majority were derived from the Korean Won, (US$48.1 million of revenues and US$38.1 million of operating expenses). A hypothetical 10% depreciation in the value of the Korean Won against the U.S. dollar for the nine months ended September 30, 2005 would have reduced our revenues by US$4.8 million and decreased our operating income by US$1.0 million.

      In addition, through the nine months ended September 30, 2005, we conducted our business primarily in the Korean Won, which is our functional currency. However, we have selected the U.S. dollar as our reporting currency in accordance with Rule 3-20 of Regulation S-X under the U.S. Securities Act, which permits an issuer to use any reporting currency it deems appropriate. The measurement and translation process is the same as that promulgated by SFAS No. 52, Foreign Currency Translation. As a result, to the extent that we need to convert Korean Won into U.S. dollars for presentation purposes, there could be a material impact to certain financial statement line items as a result of the appreciation or depreciation in the value of Korean Won against the U.S. dollar. For example, should the value of the Korean Won depreciate against the value of the U.S. dollar for a financial statement period and our revenue remain the same, our financial statements for operations would report a reduction in the amount of revenue reported in U.S. dollars.

      We do not engage in any hedging activities. We may in the future experience economic loss as a result of any foreign currency exchange rate fluctuations.

Interest rate risk

      As we only have two minor financing facilities denominated in U.S. dollars, which we have not drawn upon to date, our exposure to risk for changes in interest rates relates primarily to our investments in money market funds. Investments in both fixed rate and floating rate interest earning instruments carry some interest rate risk. The fair value of fixed rate securities may fall due to a rise in interest rates, while floating rate securities may produce less income than expected if interest rates fall. As substantially all of our cash equivalents consist of bank deposits, money market deposit accounts and money market funds, we do not expect any material change with respect to our net income as a result of a 10% hypothetical interest rate change. We do not believe that we are subject to any material market risk exposure on our short-term financial instruments, as they are readily convertible to cash and have short maturities. We do not have any derivative financial instruments.

67

Inflation

      We believe that inflation in Korea and our other principal markets has not had a material impact on our results of operations. Inflation in Korea was 2.7% in 2002, 3.6% in 2003, 3.6% in 2004 and 3.6% in the nine months ended September 30, 2005.

Recent accounting pronouncements

      In December 2004, the FASB issued SFAS No. 123(R), Share-based Payment, which requires that the cost resulting from all share-based payment transactions be recognized in the financial statements using a fair-value-based method. The Statement replaces SFAS 123, supersedes Accounting Principles Board, or APB, Opinion No. 25, Accounting for Stock Issued to Employees, and amends SFAS No. 95, Statement of Cash Flows. The new statement will be effective for public entities in periods beginning after June 15, 2005. While the fair value method under SFAS No. 123(R) is very similar to the fair value method under SFAS No. 123 with regards to measurement and recognition of stock-based compensation, we have not yet completed our analysis of the impact of adopting SFAS No. 123(R) and therefore we are currently unable to quantify its effect on our results of operations.

      In December 2004, the FASB issued SFAS No. 153, Exchanges of Non-Monetary Assets, an Amendment of APB Opinion No. 29. This Statement amends Opinion 29 to eliminate the exception for non-monetary exchanges of similar productive assets and replaces it with a general exception for exchanges of non-monetary assets that do not have commercial substance. The Statement is effective for non-monetary asset exchanges occurring in fiscal periods beginning after June 15, 2005. We do not expect a significant impact on its results of operations and disclosures.

68

BUSINESS

Overview

      We are a leading provider of integrated mobile entertainment solutions for wireless carriers. Our leadership is based on our track record of having introduced several applications that we believe were among the first to be deployed in the world through SK Telecom in Korea. Our applications, content and services enable wireless carriers to provide a broad range of mobile entertainment, such as ringback tones, music-on-demand, mobile games, ringtones, messaging and information services, to their subscribers. We currently provide mobile entertainment solutions to 42 wireless carriers in 17 countries, including SK Telecom in Korea, Cingular Wireless, Sprint PCS, T-Mobile USA and Verizon Wireless in the United States, Bharti Airtel in India and Globe Telecom in the Philippines.

      Our mobile entertainment solutions consist of carrier application services, content services, professional services and system sales. In our core offering, which we refer to as carrier application services, we develop mobile entertainment applications that we then manage and operate for and on behalf of our carrier customers. Our carrier application services are our largest and fastest growing source of revenues and generally require a high level of hardware and software integration into critical components of carrier networks, which in general requires a high degree of stability and reliability. We provide these services as an outsourced application provider and generally share in the subscription or transaction based fees paid to wireless carriers, which we believe over the long run provides us with an opportunity to earn recurring revenue and achieve a higher margin. In addition, we aggregate, publish and distribute a diverse range of mobile entertainment content such as mobile games, music and informational services and provide professional services and system sales to support our carrier customers. Due to our broad range of capabilities and our strong operational expertise, we believe we are well positioned to serve as an integrated solution provider for carriers that want to rapidly and cost-effectively provide mobile entertainment services to their subscribers.

      We were founded in June 2000 to develop and operate mobile entertainment applications for SK Telecom in Korea. Our leadership position in the advanced Korean mobile entertainment market, together with our strategic relationship with SK Telecom, the dominant wireless carrier in Korea, enables us to develop innovative new applications and gain expertise in operating these applications. Since our inception, we have successfully developed several applications that we believe were among the first to be deployed anywhere in the world. For example, in 2002, we launched with SK Telecom a WAP, and web-enabled ringback tone service, which enables callers to hear music chosen by the service subscriber instead of the traditional electronic ringing sound, while waiting for the call recipient to answer. As of September 30, 2005, we were operating ringback tone services for six carriers having a total combined subscriber base of over 120 million. Of these subscribers, 13.7 million, or 11.4%, were subscribers of the ringback tone services provided by these six carriers. In addition, in 2004, we deployed in Korea a music-on-demand service that enables subscribers to download music to MP3-enabled mobile phones over both wireline or wireless networks.

Our industry

      Mobile entertainment services enable users to engage in a range of entertainment activities, such as personalizing their mobile phones through ringback tones, ringtones and images as well as listening to music, playing games, watching videos and accessing news, weather, financial, sports and other information. For these services, subscribers generally pay a subscription or usage-based fee, which is generally shared among the wireless carriers, application service providers and content providers. The global mobile entertainment market has grown to become a multibillion dollar market and is expected to continue to grow rapidly as a result of increased wireless subscriber penetration, the introduction of new, more sophisticated services and the aggressive promotion of these services by wireless carriers. According to market analyses conducted in February 2005 by Juniper Research, a leading industry research firm, the combined size of sports, infotainment, music and game segments of the mobile entertainment services market is expected to grow from $9.2 billion in 2004 to $37.7 billion in 2009.

69

      Wireless carriers are aggressively launching and promoting these mobile entertainment services as they are increasingly viewing them as future growth drivers for their businesses. These carriers face intense competition from other wireless carriers, wireline carriers and cable-based voice service providers, which has resulted in pricing pressure, increasing customer churn and declining voice revenues. Particularly in mature markets that are approaching saturated penetration rates, wireless carriers are expected to increase their focus on mobile data, a large subset of which is mobile entertainment that encompasses ringtones, ringback tones, music-on-demand, mobile games logos, images, video clips, news and sports information, to address competition and declining average revenue per user from voice services to generate additional revenues. In order to promote these additional services, carriers have in the past made substantial investments in infrastructure such as third generation, or 3G, licenses and network upgrades that are designed for data services and have since been looking to aggressively leverage these investments by rolling out profitable new services.

      Key factors which we believe are contributing to the growth of the mobile entertainment market include:

•  deployment of high speed, next-generation wireless networks that allow richer content to be delivered more rapidly and cost effectively;

•  proliferation of advanced mobile handsets with enhanced features such as music and data connectivity, superior sound quality, improved display screens and embedded application environments, such as JAVA and BREW, that support multimedia applications;

•  increased consumer awareness and demand due to aggressive launches and promotions by wireless carriers and greater popularity of mobile entertainment applications; and

•  growth in the content available for mobile usage as content providers look to generate new revenue streams.

Mobile entertainment market categories

      As network and mobile handset capabilities have improved, mobile entertainment services have continued to evolve from simple monophonic ringtones to more complex applications like ringback tones, music-on-demand and multi-player networked games. The ease of access and functionality of the applications have also improved, whereby users can access applications on demand by downloading them to their mobile phones and can also enjoy a real-time interactive experience. The two key categories of the mobile entertainment services market today are music and games.

Mobile music

      Mobile music was one of the first mobile entertainment services to gain widespread acceptance. According to estimates by Juniper Research, the size of the mobile music market was $3.6 billion in 2004 and is expected grow to $9.3 billion in 2009. Currently, mobile music applications include:

•  ringtones, which are songs, parts of songs or other musical or voice-recorded clips that play instead of the traditional call notification or ringing sounds the phone makes when receiving a call;

•  ringback tones, which are songs, parts of songs or other musical or voice-recorded clips that a caller hears, instead of the traditional electronic ringing sound, while waiting for the call recipient to answer; and

•  music-on-demand, which enables users to listen to “full-track” songs from their personal computers or MP3-enabled mobile phones by downloading or streaming, as well as transfer downloaded songs to certain portable audio players and listen to the songs from such players.

      Ringtones were one of the first mobile entertainment applications to gain widespread acceptance and currently comprise the majority of the mobile music market in terms of revenues. Ringtones have evolved from basic monophonic sounds to more sophisticated polyphonic sounds and sample tracks.

70

      Ringback tones were launched in 2002 and have achieved a high degree of subscriber penetration in advanced mobile entertainment markets such as Korea and increasing penetration in other markets. Wireless carriers in other countries are rapidly rolling out these services and initial subscriber acceptance in many markets has been strong. According to a February 2005 research report by Juniper Research, a leading industry research firm, the size of the global ringback tone market is expected to grow to US$2.7 billion by 2009. Based on industry reports and our assessment of the market and the industry in which we operate, we believe that the expected growth of the ringback tone market will be driven by the following factors:

•  timely launches and promotions of the service by carriers;

•  improved consumer awareness due to increasing caller exposure to ringback tones as the number of subscribers using the service increases;

•  attractiveness of subscribers’ ability to personalize their mobile phone;

•  multiple usage scenarios such as celebrity voice ringback tones or ringback tones that play only at certain times of the day or only for certain callers; and

•  frequent content changes, particularly among youth.

      Music-on-demand is a next-generation mobile entertainment application that has been launched in more advanced markets such as Korea. We believe that music-on-demand service represents a significant evolution in the delivery of mobile music as it provides users easy and convenient ways to listen to music by downloading or streaming to their mobile phones and accessing music from multiple devices, including mobile phones, personal computers and MP3 players, by sharing access to the files among such devices.

Mobile games

      Mobile games have experienced rapid growth in usage to become one of the most popular multimedia applications. Juniper Research expects mobile games to constitute the largest category of the mobile entertainment services industry by 2005. Based on recent developments in mobile game technology, we believe that growth in the mobile game market will be driven by improved handset and network capabilities that permit more sophisticated and user-friendly games. As more mobile handset manufacturers have embedded application environments such as JAVA and BREW in their mobile handsets, the functionality of multimedia applications like games has increased. New types of games such as three-dimensional and multi-player games have further driven growth. Publishers of games have responded to this market opportunity by creating more sophisticated and advanced games that offer a superior user experience. According to Juniper Research, total global mobile games revenues in 2004 were $3.1 billion and are expected to grow to $18.5 billion by 2009.

Challenges for wireless carriers in offering mobile entertainment services

      We expect the operational challenges faced by wireless carriers to grow as the mobile entertainment sector experiences rapid growth and applications become more complex and sophisticated. Currently, wireless carriers face a number of obstacles in effectively launching these services including:

•  Rapid introduction of innovative new services. In the highly competitive wireless market, carriers need to launch new entertainment services to differentiate themselves from their competitors and combat eroding profit margins in voice services. As a result, being able to introduce new entertainment applications quickly, either to beat their competitors to market or to catch up to an existing competitor, is becoming increasingly critical to their success, making time-to-market an important factor in any application introduction decision. As the mobile entertainment services market is evolving rapidly, it is challenging for carriers to stay abreast of the latest developments in both technology and services.

•  Limited in-house expertise. Most mobile entertainment services are difficult to develop, and since the applications are often deeply integrated into the carriers’ systems and networks, deployment of

71

such services is often complex. Mobile entertainment services often require not just network expertise, but technical capabilities such as standardized digital rights management that bar unauthorized use of copyrighted material, specific content compression technologies, billing and database modifications and enhancements not historically required of carriers. In addition, as these services have been introduced recently, implementing and launching these services pose unique pricing and operational challenges. Accordingly, only a small number of companies have the accumulated expertise to develop and integrate the applications into the carrier networks and effectively launch and manage these services in a highly reliable and cost-effective manner.

•

Need to deploy cost-effective solutions. In order to develop and deploy mobile entertainment applications and systems on its own, a carrier needs to incur significant capital expenditures to acquire the necessary software, hardware and manpower. Third-party carrier application service providers, on the other hand, provide mobile entertainment solutions to multiple carriers generally based on similar application platforms and thus, can take advantage of economies of scale and leverage upon prior experience with other carriers to provide a more cost-effective solution. As a result, carriers are able to reduce their upfront expenses and other capital expenditures by purchasing technology and expertise from third parties to build their wireless entertainment services.

      Integrated solutions are attractive to wireless carriers as they enable them to rapidly introduce new mobile entertainment services to their subscribers without having to build in-house expertise or incur large capital expenditures.

Our competitive strengths

Market leadership due to unique position in advanced Korean mobile entertainment market

      Due to the prevalence of next-generation wireless networks, Korea is one of the earliest markets to embrace advanced mobile entertainment applications and develop new business models for mobile entertainment services. As a result, Korea has developed into one of the largest and most sophisticated markets for mobile entertainment services in the world. In Korea, SK Telecom is the dominant wireless carrier with a market share of 51.0% in terms of the total number of wireless subscribers as of September 30, 2005, according to the Ministry of Information and Communication of Korea, and monthly average revenue per user of over $10 for data services during the nine months ended September 30, 2005. We have a strategic relationship with SK Telecom that involves daily employee interaction and integration of our product planning processes. Accordingly, we are well positioned to develop, test and commercialize innovative new mobile entertainment applications. Based on this relationship, we have developed a number of solutions including our WAP-enabled ringback tone solution and our music-on-demand solution, which we believe were among the first of their kind to be deployed anywhere in the world. We believe our leadership in the advanced Korean mobile entertainment market and relationship with SK Telecom will enable us to continue to develop innovative new applications that can be deployed by wireless carriers around the world.

Proven track record of operational expertise

      We have successfully deployed mobile entertainment solutions over the past four years and currently service 42 wireless carriers in 17 countries. This has given us expertise in integrating mobile entertainment application software and hardware into critical elements of a carrier’s network while preserving the integrity of these networks. In addition, our experience in operating mobile entertainment applications provides us with the ability to better address the broader needs of our carrier customers including issues related to launching new services, network expansion and troubleshooting. The breadth of our customer relationships has also enabled us to understand the complexities of different carriers operations and the uniqueness of the markets they serve. This experience provides us with a strong base of knowledge which we believe we can leverage to sell our services to new carrier customers who wish to rapidly and effectively provide mobile entertainment services.

72

High level of interaction and close relationships with major wireless carriers worldwide

      For our carrier application service customers, such as Bharti Airtel in India, SK Telecom in Korea, Globe Telecom in the Philippines as well as Cingular Wireless, T-Mobile USA and Verizon Wireless in the United States, we typically have daily interactions with the carriers due to our ongoing operation of applications provided to them. We believe that the high level of interaction and the resulting insights that we obtain about these advanced wireless services help build a high degree of trust between us and our carrier customers. As a result, we often work closely with the carriers to understand their future roadmap for wireless entertainment services. In addition, most of our service deployments with our carrier customers involve complex applications that are deeply embedded within the carrier’s network infrastructure, usually integrated into the carrier’s billing, provisioning, service management, customer care and other core network systems. As a result, we can reduce time to market and avoid complexities of new service deployment, which gives us an advantage over our competitors in selling additional mobile entertainment solutions.

Ability to offer a broad range of solutions to meet various carrier needs

      Depending on our carrier customers’ network environments and their mobile entertainment marketing strategy, we offer a choice of hardware, software, service management, operational support and content which can be purchased separately or as an integrated package. We believe that our flexible solutions customized to the needs of our carrier customers obviates their need to develop the expertise internally or contract with several parties. Once we have embedded our systems and technical solutions into our carrier customers’ networks, we believe that we have a competitive advantage in selling additional solutions and increasing our revenue from carriers.

Attractive business model with recurring revenues and a potential for increasing margins

      We generate a majority of our revenues from our carrier application services and content services based on either a percentage of the monthly subscription or per-transaction fees billed or collected by our carrier customers or a fixed per-transaction fee. Because we generally share in the monthly subscription charge and many users transact on at least a monthly basis, we typically generate recurring revenue from each subscriber every month as long as the subscriber continues using the service. Furthermore, as the number of subscribers grows, we are able to generate larger amounts of revenue from each carrier customer. Since a significant portion of our initial expenses for developing and selling mobile entertainment services and content are incurred prior to the launch, we expect to generate increasing margins as our carrier customers expand the subscriber bases for our services.

Our strategy

      Our goal is to be the leading provider of mobile entertainment solutions to wireless carrier customers. We intend to achieve this goal by implementing the following strategic initiatives:

Further penetrate our existing customer base

      We intend to expand the number of services we sell to our existing carrier customers. Since we provide applications and systems that are integral to our customers’ networks, we maintain ongoing contact with them that helps us understand and obtain insight into their needs. Based on this understanding, we intend to expand the portfolio of applications and services that we offer to our existing carrier customers. For example, we recently deployed our ringback tone application with Verizon Wireless after having deployed and operated one of their basic ringtone applications since 2003.

Expand our global customer base

      We intend to expand our geographic presence and develop new carrier customers by leveraging our expertise in ringback tone services and experience in mobile music-on-demand. For example, since 2004, we entered into contracts with 13 new wireless carriers for the sale of our applications and services. In

73

order to develop and support these new carrier relationships, we also intend to upgrade and expand our network of development, sales and support resources in potential growth markets.

Develop and commercialize new applications and services

      We believe that the mobile entertainment industry is evolving rapidly due to technological developments and the introduction of new business models and distribution channels. We intend to take advantage of our market leadership position in Korea by continually testing and developing innovative applications and services with our wireless carrier customers and deploying them in new markets as they become commercially viable. For example, we believe that our music-on-demand service, which we launched with SK Telecom in 2004, will provide further growth momentum and opportunities for additional revenue sources in the future. We anticipate that these applications and services can, over time, be modified and offered in other regions through our relationships with our existing wireless carrier customers.

Pursue selective strategic acquisitions

      We intend to actively review acquisition opportunities to expand our geographic presence, service offerings, carrier relationships and technological expertise. In October 2004, we acquired WiderThan Americas in order to build on its existing relationships with major wireless carriers in the United States and Latin America, operational expertise in wireless messaging and multimedia services and experience in offering and operating integrated wireless services in North America. We will seek to identify similar opportunities in other regions to strengthen and grow our business through acquisitions.

Our services

      We offer our carrier customers a broad range of services that fall within four general categories: carrier application services, content services, professional and other services, and system sales. Our carrier application services are the core of our service offerings and generally involve the most comprehensive range of our capabilities. With a high level of integration into the carrier’s network, a revenue-sharing business model and portability into other carrier infrastructures, our carrier application services are our largest and fastest growing source of revenues. Our remaining three categories are often components of our core carrier applications services. We offer our content services directly to wireless subscribers by either providing content through one of our applications or through one of our competitors’ applications. Our professional services, while decreasing in overall importance, enable us to perform value-added services for wireless carriers. System sales involve selling packaged technologies and applications to those wireless carriers who desire to operate and manage these application services on their own.

Carrier application services

      Our carrier application services are services that we provide to wireless carriers which, at their core, involve applications that enable or facilitate the delivery of mobile entertainment content. We provide these services either as a managed service, in which the carrier hosts the application and we operate it for them by remotely accessing and monitoring the carrier’s network or as a service bureau, in which we host the application (and thus operate it from within our facilities) and the carrier accesses the application from outside its network in order to pull content into its network. For both types of services, we generally earn revenue by receiving from carriers a fixed fee per transaction, or a percentage of the carrier’s monthly subscription and/or per-transaction revenue and sometimes an additional fixed monthly service fee.

74

      The following sets forth a summary diagram of our carrier application services.

Managed service (Carrier hosts application)

          

Service bureau (WiderThan hosts application)

          

Ringback tones

      We began providing our ringback tone application service for SK Telecom in June 2002. We believe that this was the world’s first WAP and web-enabled ringback tone service. Ringback tone service enables callers to hear music chosen by the service subscriber instead of the traditional electronic ringing sound, while waiting for the call recipient to answer. Our ringback tone service enables users to download a variety of high-quality ringback content, including music, pre-recorded messages by celebrities and sound effects. Users can also select the sounds to be played for specific callers and for different times of day. Users can enjoy all of these features that are integrated into the carrier network, regardless of the manufacturer and model of their mobile handsets. Carriers generally offer the ringback tone service to their subscribers through monthly subscriptions and/or on a per download basis.

      In 2004, we also began providing ringback tone services to four other carriers in the United States, India and the Philippines. The table below sets forth the brand name as well as the fees charged by each of the wireless carriers to their subscribers for ringback tone services.

Subscription fee

Transaction fee

Carrier

Service launch date

Brand name

Subscription fee

in US$(1)

Transaction fee(2)

in US$(1)

SK Telecom

June 2002

COLORing

W900/month

$0.86/month

W700 or W1,200

(3)

$0.67 or $1.10

Globe Telecom

March 2004

MyGlobe Ringback

N/A

N/A

30 Philippine Pesos

$0.54

Bharti Airtel

July 2004

Hello Tunes

30 Rupees/month

$0.68/month

15 Rupees

$0.34

Verizon Wireless

November 2004

Ringback Tones

$0.99/month

$0.99/month

$1.99

$1.99

T-Mobile USA

December 2004

CallerTunes

$1.49/month

$1.49/month

$1.99

$1.99

Excelcom

June 2005

My Waiting Tone

7,000  Rupiah/month

$0.65/month

5,000 Rupiah

$0.46

N/A = Not applicable.

Notes:

(1)	Using the NY Federal Reserve Bank noon buying rate as of September 30, 2005 except for the Indonesia Rupiah, which is published by Bank Indonesia, and the Philippines Peso, which is published by Banko Sentral ng Pilipinas.
(2)	Represents transaction fee as of September 30, 2005. Transaction fee means charges subscribers pay each time they add or change their ringback tone content.
(3)	W700 for downloads using WAP, and W1,200 for downloads over the Internet.

75

     The operation of our ringback tone service generally involves integration and management of the mobile network platform, user interface and content. Our mobile network platform service integrates the ringback tone capability into the carrier’s voice network. Our user interface service manages the channels by which the mobile phone user can access and select ringback tones. Through our content management service, we create a system that enables content providers to upload their ringback tone content for easy access by mobile phone users. In return for operating and managing our ringback tone service, we generally enter into revenue-sharing arrangements with our carrier customers. For the nine months ended September 30, 2005, approximately 35% of our carrier application service revenue was derived from our ringback tone carrier application service.

Music-on-demand

      In November 2004, using the music-on-demand carrier application service that we provide, SK Telecom launched “MelOn®”, which we believe to be among the world’s first music-on-demand service that provides users with access to a music source from any place that has Internet connectivity. Depending on the type of subscription, the MelOn service enables subscribers to listen to a wide range of song titles by downloading or streaming to a personal computer, certain MP3-enabled mobile phones and certain portable audio players that are equipped with a digital rights management system that is authorized by SK Telecom and bars unauthorized use of copyrighted material. Users can also transfer these downloaded songs from one device to another.

      For this service in Korea, we primarily license the music source rights under licensing agreements as described in “— Content services” below. We manage the planning, system operation and content for the MelOn service and also support SK Telecom’s billing and promotional activities. Users can pay for our music-on-demand service through monthly subscription or on a per-download basis, and we receive a monthly fixed fee as well as a percentage of the monthly subscription and the content download fee.

      We plan to provide our music-on-demand service in markets outside of Korea in the form of an enhanced music service application under the brand of “WiderMusic^tm”. This application will contain improved service features, including ready compatibility with existing ringback tone applications, flexible and integrated service management, and embedded personalization features that enable the user to easily access information from the web music portal site. For the nine months ended September 30, 2005, approximately 19% of our carrier application service revenue was derived from our music-on-demand carrier application service.

Messaging

      Together with VeriSign, Inc., we offer an inter-carrier messaging service which routes and delivers SMS messages between wireless carriers within the United States and internationally to multiple wireless devices, under the brand name of Metcalf®. This service allows subscribers with any text messaging capable handset to send and receive text messages to and from subscribers on other networks. Our responsibilities under this arrangement include developing, enhancing, maintaining and supporting the inter-carrier messaging software application. VeriSign is responsible for hosting the application, providing the hardware on which the application resides, providing for and managing connectivity into the system, and providing carrier customer support. We earn revenue from this service from fees paid by the carriers based on the number of messages handled for them through the inter-carrier messaging service, subject to the revenue-sharing arrangement between VeriSign and us. For the nine months ended September 30, 2005, approximately 20% of our carrier application service revenue was derived from our inter-carrier messaging carrier application service.

      We also provide other types of messaging services, including e-mail messaging, multi-media messaging, voice messaging and multimedia application gateway management. Our email messaging service sends a short notice to a subscriber when an email arrives and enables the subscriber to read, reply to such emails and compose emails on any WAP-enabled mobile handset. Our multi-media messaging service enables subscribers to send short messages with background designs or with avatar symbols as well

76

as send photos or video mail on any WAP-enabled mobile handset with color screen capability. Our voice messaging service enables a subscriber using a mobile handset with voice messaging capability to leave voice messages to any Korean mobile phone subscriber, whether or not subscribers to SK Telecom, without having to actually call that person. Our multimedia application gateway management service aggregates content from third party content providers and controls and monitors the connectivity and traffic of multimedia content to and from our carrier customers’ networks. Depending on the content, such content can be viewed on either multimedia handsets or text messaging capable handsets. For our role as service provider, we generally receive a percentage of the monthly subscription or per-message fee paid by subscribers or a fixed monthly fee.

Information services

      We provide a mobile phone-based broadcasting application service to SK Telecom. Subscribers to this application can automatically receive news updates with full color graphics on the browser pages of their mobile phones (assuming such phones are embedded with client software that enables reception), and can also download information in a variety of categories on an on-demand basis. We receive a fixed monthly fee from SK Telecom for operating this service.

      We also provide a number of other financial and news information services to SK Telecom. Financial information services allow subscribers to check stock quotes, conduct stock trading and access and manage their accounts through a network of more than a dozen securities companies. Users can also separately subscribe to receive short message updates for news, sports, entertainment and weather on their mobile handsets. Such services are compatible with most recent makes and models of mobile phones. For these services, we receive a percentage of the monthly subscription fee that SK Telecom charges its subscribers.

Content services

      Our content services involve the delivery of content, such as ringtones, ringback tones and mobile games, to wireless subscribers through application service providers such as us or through a carrier’s own applications. We primarily acquire our content through licensing agreements with music label companies, game developers and other content providers. In this area, we generally earn revenue based on the number of downloads or packets of content accessed, and the amount we receive is either through a revenue share arrangement with the carrier or on a per-transaction fixed fee basis.

Music

      Our music content offerings primarily include ringtones, ringback tones and music for music-on-demand services. In Korea, we offer ringtone, ringback tone and music content to SK Telecom, and ringback tone content to KTF. The music content is accessible from the WAP browser of the mobile phone or over the Internet portals of the carriers. We acquire or source most of our music content through licensing agreements with music label companies and related industry organizations. The music content is accessible generally on a per-download basis and we receive a percentage of the download fees charged by carriers. Users can enjoy any ringback tone content regardless of the manufacturer and model of their mobile handsets. As for ringtones, a user’s ability to download and enjoy ringtone content may be limited depending on whether the user’s mobile handset supports midi ringtones or real tone ringtones. Midi ringtones are further classified into monophonic ringtones and polyphonic ringtones. Real tone ringtones also require a minimum of 2.5G network environment to download. Full song content requires MP3-enabled phones.

      We also provide ringtone content in the United States. We provide this service generally on an outsourced basis by hosting the ringtone content on servers located in our data centers. When a subscriber selects a ringtone, the carrier pulls the content from our system into the carrier network for delivery to the subscriber. This service is principally offered to carriers as a “white label” solution, which means that although the subscriber actually accesses content located on our servers, the service is provided under the

77

carrier’s brand so it appears as if the carrier is the sole provider of the content. For our services, we receive a portion of the content download fee.

Games

      As a publisher, we offer various categories of games including sports, action, role-playing, card and trivia that we license from third-party developers. Currently, we offer our games to subscribers of SK Telecom, KTF and LG TeleCom in Korea, to T-Mobile USA and Cingular in the United States, to Globe Telecom and Smart Communications in the Philippines, to SingTel in Singapore and to TA-Orange in Thailand. We plan to sell game content directly to our other existing carrier customers in the future. We receive a percentage of the per-download fee that carriers charge their subscribers. In order to enjoy mobile games, wireless subscribers must use BREW- or JAVA-enabled mobile handsets.

Professional and other services

      Our professional services include website creation and management, software development, consulting and other services. Our website creation and management service includes designing and maintaining loyalty program websites for four different membership clubs offered by SK Telecom. Our responsibilities include online strategy and planning, website and WAP site integration, market research, promotion, content planning, interface designs, site maintenance, customer service and content provider support. For this service, we receive from SK Telecom a monthly site management fee, plus additional fixed fees for content design, promotion, site renewal and additional planning.

      Our other services primarily involve providing customized modifications and enhancements to existing applications requested by our carrier customers such as wired to wireless linkage user interface and new business strategy consulting. The fees for our professional services are typically charged on a time and materials basis.

System sales

      Our system sales principally involve the sale to wireless carriers of hardware with our software application loaded onto it, together with system integration and maintenance fees. The primary system we sell is for ringback tone service, though we have in the past sold systems that support other mobile entertainment and information services. Unlike our carrier application services, in the cases of system sales or integration service we typically do not operate or manage the system after the installation is complete. We have also sold systems for a number of other applications such as voice-related service platforms, menu optimization applications and content downloading applications. We have sold these systems to SK Telecom and other global carrier customers, including T-Mobile USA, Hutchison 3G of the United Kingdom, Partner Communications (Orange) of Israel, S-Telecom of Vietnam, APBW of Taiwan, Mobile One of Singapore and Telkomsel and Telkomflexi of Indonesia.

Sales, marketing and business development

      Our sales, marketing and business development team works closely with many of our wireless carrier customers to identify new business opportunities for our mobile entertainment applications, services and systems. Through ongoing communications with product and marketing divisions of our wireless carrier customers, we tailor our application and service portfolio to the strategic direction of the carriers and the preferences of their subscribers. Our sales, marketing and business development team is responsible for strategic partnership development and contract negotiations. In addition, this team is also responsible for managing our own marketing efforts. Our market channels consist of various online and offline methods of promoting our music and game content, media relations, industry trade shows, speaking opportunities and other events and our website.

      In Korea, our senior executives and service operation and product development teams work in close partnership with their counterparts at SK Telecom from the early stages of product development and

78

strategic planning to develop new sales opportunities. In our markets outside of Korea, we have organized our sales team geographically with regional directors responsible for different regions of the world, including Asia-Pacific, North America and Europe. The regional directors work closely with regional account managers who serve top-tier carrier customers in a given region.

Service operations

      Our service operations team manages the implementation and operation of our services, including testing, system integration and service launch. This team includes account managers who work closely with the product and marketing teams within the carriers to understand their marketing plans and then to operate, manage and/or maintain our applications and services in a manner consistent with the carriers’ needs. The service operations team also interacts daily with carrier customers to identify their current and future needs and to expand our existing service offerings to and future business opportunities. This team also includes carrier support personnel staffed at our network operation centers which are open 24 hours a day, 7 days a week and 365 days a year. Our operation centers are designed to provide our carrier customers with prompt and comprehensive customer support. Our operations center staff monitors the applications and systems that we support and is trained to identify potential application, operating system, network and processing problems prior to their actual occurrence. This staff also includes customer service personnel that handle front-line customer support for our services and applications to our global customers. They manage customer concerns in conjunction with content providers, internal product support personnel and, frequently, outside vendors.

Applications development

      Our applications development team develops the core applications behind nearly all of our services. This team works closely with our sales, marketing and business development team, as well as our service operations teams, to develop and enhance our software applications that address immediate needs and concerns of our carrier customers. One of the primary focuses of our applications development is music service platform development and ringback tone and other messaging platform enhancements. The music service platform development project primarily involves creating an end-to-end music portal system that seamlessly integrates web-based and WAP-based portals and provides content and content service management functionalities. That project also involves creating a digital rights management system that is compliant with international standards. The ringback tone and other voice-related platform enhancement project primarily involves improving the voice-related platform over the telephone network, upgrading the ringback tone player and server capabilities and enhancing the quality of music transported through the voice-related platform.

Competition

      The mobile entertainment services market is highly competitive and characterized by frequent service introductions, evolving wireless platforms and new technologies. We believe we compete favorably on the basis of the sophistication of our service offerings, service level commitments, depth of carrier relationships, existing integration into carrier networks and price.

Carrier application services and system sales

      In the following categories of our carrier application service, we compete with a number of Korean and international companies in specific areas of our business, including the following:

      Ringback tones — Our principal competitors in the ringback tone service market include NMS, Comverse and Huawei.

      Music-on-demand — Our principal competitors in the music-on-demand service market include Alcatel, Ericsson, Musiwave and Siemens. We may also compete with music label companies such as Sony Music Entertainment and companies such as Apple, Yahoo! Inc., Microsoft, Napster and Real

79

Networks which currently provide music-on-demand services for online or other non-mobile platforms as they expand their operations to provide the music-on-demand service over the mobile platforms.

      Messaging — Our principal competitors in the inter-carrier messaging market include Mobile365 and Syniverse Technologies.

      Ringtones — Our principal competitors in the ringtone services market include InfoSpace Mobile, For-Side, Faith, Inc. and Kanematsu USA.

Content services

Ringback tone, ringtone and other music content

      The mobile music content market in Korea, on which the majority of our music content business is based, is fragmented with more than 20 content providers. Music content providers in Korea include Danal, Yaho Communications, 5425.com, Witcom and Cowon. Globally, our principal competitors in the music content market include many of the same companies that we compete with in the ringtone service market, including InfoSpace Mobile, For-Side, Faith, Inc., Kanematsu USA, Sony Music Entertainment and Walt Disney Internet Group. In addition, in the United States and other countries, an increasing number of the music label companies are becoming our competitors by entering into music licensing arrangements directly with the wireless carriers to provide music content.

Games

      In Korea, our principal competitors in the mobile game publishing market include Com2us and Gamevil. Globally, our principal competitors in this market include JAMDAT Mobile, Digital Bridges, Gameloft, Mforma, Sorrent and THQ Wireless.

Korean government regulation

      The following is a summary of the principal governmental laws and regulations that are or may be applicable to wireless value-added service providers like us in Korea. The scope and enforcement of many of the laws and regulations described below are uncertain. We cannot predict the effect of further developments in the Korean legal system, including the promulgation of new laws, changes to existing laws or the interpretation or enforcement of laws, particularly with regard to our services, which is an emerging industry in Korea. The major laws regulating the wireless telecommunications services industry such as ours are as follows.

Telecommunications Business Act

      Under this Act, telecommunications service providers are currently classified into three categories: network service providers, value-added communications service providers and special service providers. We are classified as a value-added communications service provider. As a value-added communications service provider, we are subject to the following regulations under this Act.

      Report of business operation. Any person intending to operate a value-added communications business as defined in the Act must submit a report to the Minister of Information and Communication. We submitted such report in April 2002 in connection with our online information services and content provisioning services.

      Report of the operating status. The Minister of Information and Communication may request a value-added communications service provider to prepare and submit statistical reports regarding, among others, the current status of facilities used for telecommunications services, subscription records, the current status of users, etc. The Minister has not requested that we prepare and submit any such report.

80

Online Digital Contents Industry Development Act

      Under this Act, a person may not cause damage to the business interest of an online content provider by copying or transferring all or part of the online contents created and displayed by such content provider. In case of actual or threatened infringement on the online content in violation of the above provision, the contents producer may bring a claim to court for monetary compensation or suspension of such act if the claim is made within five years of the date such online content is created and displayed.

Juvenile Protection Act

      The Juvenile Protection Committee established under this Act deliberates and determines whether or not any audio, film or written information transmitted over telecommunications media would be harmful to juveniles. Our online or mobile content has never been determined by the Juvenile Protection Committee as media content that is harmful to juveniles under this Act.

      In the United States, we do not offer any services that we believe are subject to regulation by the Federal Communications Commission or by any other state communications regulatory agency or body.

Intellectual property and proprietary rights

      Our success depends in part on our proprietary technology and know-how. We rely primarily on a combination of trade secret and copyright laws and restrictions on access to protect our trade secrets and proprietary rights. We distribute our software products under license agreements, which grant customers a non-exclusive license to use the software and contain certain terms and conditions prohibiting its unauthorized reproduction or transfer. We enter into confidentiality agreements with our suppliers and customers when we disclose proprietary information to them. In addition, we enter into confidentiality agreements and assignment of invention agreements with certain of our employees and consultants.

      Certain of our ringback tone solutions, including two out of six ringback tone carrier application services that we currently provide, are based in part on certain intellectual property rights owned by SK Telecom. We license these rights from SK Telecom pursuant to a non-exclusive license agreement which was negotiated on an arm’s-length basis. The term of our license agreement is co-terminous with the terms of our carrier application service contracts for ringback tones, meaning that the license is in effect for so long as we are providing ringback tone carrier application service to any carrier. For this license, we pay SK Telecom either a percentage of our revenue based on the number of users (in a ringback tone carrier application service sale) or based on the sales price of certain ringback tone servers (in a ringback tone system sale).

      In addition, our music-on-demand contract with SK Telecom provides that patent, copyright, know-how, and other intellectual property rights developed or created by us in the course of integrating the system and operating the music-on-demand service are assigned to SK Telecom. If we use any of SK Telecom’s patents, copyrights, know-hows, or other intellectual property rights in connection with providing music-on-demand solutions to carriers other than SK Telecom, we will be required to obtain consent from SK Telecom for our use of those rights and to make royalty payments to it. We are presently in discussions with SK Telecom regarding licensing relevant portions of its music-on-demand intellectual property to better enable us to provide music-on-demand service globally and expect to conclude an agreement in the near future.

      We hold nine patents issued by the Korea Intellectual Property Office and one patent issued by the U.S. Patent and Trademark Office, respectively. We have 22 patent applications pending at the Korea Intellectual Property Office, 12 patent applications pending at the U.S. Patent and Trademark Office and four patent applications pending with the World Intellectual Property Office under the Patent and Copyright Treaty, respectively. We also have 11 trademarks and 13 service marks registered with the Korea Intellectual Property Office, and 11 trademarks and 13 service marks registered with the U.S. Patent and Trademark Office, respectively. We have 11 service mark applications pending at the Korea Intellectual Property Office. We have registered 42 Internet domain names.

81

Employees

      As of September 30, 2005, we had a total of 420 full-time employees and 76 temporary employees. As of the same date, we had 284 full-time employees and 60 temporary employees in Korea, 116 employees in the United States, 17 employees in the Philippines, ten employees in India, three employees in Indonesia, five employees in the United Kingdom and one employee in China. We have not experienced any work stoppage to date since our incorporation. None of our personnel are represented under collective bargaining agreements. We consider our relations with our employees to be good.

      The following table summarizes our employees broken out by functions as of December 31, 2002, 2003 and 2004:

		December 31,
Department		2002		2003		2004
Management, finance and administration			25		35		42
Sales, marketing and business development			16		39		46
Service operations			85		101		178
Applications development			82		82		112
	Total		208		257		378	(1)(2)

Note:

(1)	Includes 78 WiderThan Americas employees.
(2)	Excludes 42 temporary employees.

Facilities

      Our principal executive and administrative offices are located on four floors of K1 REIT Building, 463, 3-ga, Chungjeong-ro, Seodaemun-gu, Seoul, 120-709, Korea. We occupy approximately 61,350 square feet of office space in Seoul, which we lease under a lease that expires in October 2006 at a monthly rent of approximately US$94,000 and a monthly maintenance fee of approximately US$50,000 with a security deposit of approximately US$1.0 million. The offices of our United States operations are located in Reston, Virginia, New York, New York and Seattle, Washington. In those locations, we occupy approximately 22,000 square feet of office space under leases that expire between 2006 and 2008.

      In addition, we also lease data centers in Korea and the United States to host our equipment, including servers. We also have branches and representative offices in India, United Kingdom, the Philippines, China and Indonesia.

      We believe that our existing facilities are adequate for our current requirements and that additional space can be obtained on commercially reasonable terms to meet our future requirements.

Legal proceedings

      In June 2005, an association representing music producers in Korea sent us a notice demanding payment of fees for our use in our carrier application services since July 2004 of songs over which the association claims it holds certain rights. We used these songs under licensing agreements with independent music label companies which contain representations that these music label companies are the rightful, legal owner of the songs. Nevertheless, the association is claiming that it is the rightful owner. We are currently investigating the merit of the association’s claims and the related scope of our potential liability. Under our licensing agreements, the independent music label companies are required to indemnify us for any losses resulting from their breach of representations. Should we become liable to the association in this matter, we intend to exercise our indemnity rights under our licensing agreements.

      We are currently not a party to any material litigation and, other than as described above, are not aware of any pending or threatened litigation that is material.

82

MANAGEMENT

Board of directors

      Our board of directors has the ultimate responsibility for the administration of our affairs. Our articles of incorporation, as currently in effect, provide for a board of directors comprised of nine directors. The directors are elected at a shareholders’ meeting by a majority vote of the shareholders present or represented, so long as a quorum is met by a representation of not less than one third of all issued and outstanding shares with voting rights.

      Each of our directors is elected for a term of three years, which may be extended until the close of the annual general meeting of shareholders convened in respect to the last fiscal year of such director’s term. However, directors may serve any number of consecutive terms and may be removed from office at any time by a special resolution adopted at a general meeting of shareholders. All of our directors have been nominated pursuant to the investor rights agreement as described in “Related Party Transactions”.

      The board of directors elects one or more representative directors from its members. A representative director is authorized to represent and act on behalf of us and has the authority to bind us. Currently, our board of directors has elected a sole representative director, Sang Jun Park. Under the Korean Commercial Code and our articles of incorporation, any director with special interest in an agenda of a board meeting may not exercise his voting rights in such board meeting.

Directors

      The following table sets forth the names, age, positions at our company and the election dates of our executive and non-executive directors as of September 30, 2005:

Name	Age		Position	Date elected as a director
Sang Jun Park		43	Representative Director and Chief Executive Officer	May 27, 2003
Jin Woo So		43	Non-Executive Director	April 9, 2003
Dong Hyun Jang		42	Non-Executive Director	June 28, 2005
Randolph Lee Austin, Jr.		41	Non-Executive Director	September 30, 2004
Antti Kokkinen		41	Non-Executive Director	August 8, 2003
Jung Woo Sung		34	Non-Executive Director	February 15, 2005
Neeraj Bharadwaj		36	Non-Executive Director	February 15, 2005
Lori Holland		47	Non-Executive Director	June 28, 2005
Dongjin Lee		41	Executive Vice President and Executive Director	March 30, 2005(1)
Thomas E. Wheeler		59	Non-Executive Director	Pending(1)

(1)  Thomas E. Wheeler has agreed to serve as, and our shareholders have approved the nomination of Mr. Wheeler as, our non-executor director upon completion of formal registration requirements under applicable law in Korea. Mr. Wheeler’s term as non-executive director will commence once his acceptance has been registered with the Commercial Registry in Korea, which we expect to occur in the near future. Upon commencement of Mr. Wheeler’s term, Mr. Dongjin Lee will resign from our board of directors.

     Executive directors are directors who work for us full-time and hold executive officer positions with us. Non-executive directors are directors who serve in their director positions on a part-time basis only as members of the board of directors. There is no legal distinction between executive and non-executive directors under the Korean Commercial Code.

      Sang Jun Park has served as our representative director and chief executive officer since January 2005 after serving as our co-chief executive officer since May 2004. Mr. Park was nominated by SK Telecom for his current position. Having joined us in June 2000 as one of our founding members and, prior to becoming our chief executive officer, Mr. Park served as our chief operating officer overseeing both our

83

global business expansion into the North American and Asian markets, as well as our business in Korea. Mr. Park is also a director of AirCross, our affiliate. From 1994 to June 2000, Mr. Park worked at SK Telecom as general manager in charge of overseas business financial and accounting management and international corporate finance. Mr. Park has over ten years of experience in the wireless industry. Mr. Park received his bachelor’s degree in business administration from Sogang University.

      Jin Woo So has served as the chairman of our board of directors since our inception in June 2000. Mr. So was nominated by SK Telecom for his current position. From our inception to January 2005, Mr. So was our chief executive officer and directed our global expansion efforts and acquisition of WiderThan Americas. Mr. So is currently senior vice president of SK Telecom in charge of global business and business development and serves on the boards of, a number of telecommunication service companies affiliated with the SK Business Group, including SLD Telecom Pte Ltd. of Vietnam, TU Media Corp., SK Communications Co., Ltd., SK Teletech Co., Ltd., UNISK (Beijing) Information Co., Ltd., SK Telecom International Inc., SK Telecom China Co., Ltd., SK Telecom USA Holdings Inc. and SK-Earthlink Corp. Mr. So does not hold directorship positions with any other public company. From 2001 to 2004, Mr. So served as the chief executive officer of SK Communications, a leading community portal operator in Korea. Mr. So has over 14 years of experience in the wireless and web portal industry in which he served in various executive positions. Mr. So received his bachelor’s degree in electrical engineering from Seoul National University and his master’s degree in business administration from the University of Iowa.

      Dong Hyun Jang has served as our non-executive director since June 2005. Mr. Jang was nominated by SK Telecom for his current position. Mr. Jang serves as head of the strategic planning group of the strategic planning office of SK Telecom, where he has worked since 1999 in areas of human resources and financial management. Mr. Jang worked for other member companies of the SK Business Group from 1991 to 1999 where he oversaw various human resources and investment projects. Mr. Jang also serves on the boards of directors of SK Wyverns Baseball Club Co., Ltd., a professional baseball team in Korea, Innoace Co., Ltd., a wireless network infrastructure company, and SK Capital Co., Ltd., a financial services company, none of which are public companies. Mr. Jang received his bachelor’s and master’s degrees in industrial engineering from Seoul National University.

      Randolph Lee Austin, Jr. has served as our non-executive director since September 2004. Mr. Austin was nominated by the holders of Series B preferred stock for his current position. Mr. Austin also serves on the boards of directors of MMetrics, a mobile measurement company, Thumbplay, a mobile application commerce provider, Swagger Wireless, a mobile rights management company, and Limelife, a mobile application publisher. Since February 1999, Mr. Austin has served as general partner at i-Hatch Ventures, a venture capital firm based in New York. Prior to i-Hatch Ventures, he served in executive capacities at Bertelsmann AG, Prodigy Services and McKinsey & Company. Mr. Austin received his bachelor’s degrees in economics and computer science from Duke University and his master’s degree in business administration from Harvard Business School.

      Antti Kokkinen has served as our non-executive director since August 2003. Mr. Kokkinen was nominated by BlueRun Ventures, previously known as Nokia Venture Partners, for his current position. Mr. Kokkinen covers technology-related investment activities at BlueRun Ventures, a venture capital fund based in Helsinki with more than $1 billion in assets under management. Mr. Kokkinen was one of the co-founders of BlueRun Ventures, which was founded in 1998. Mr. Kokkinen also serves on the boards of directors of, among others, Frontier Silicon Holdings, a digital multimedia semiconductor company, Network Inference, a business software provider, and Uneed, a high-definition television optical engine company. Mr. Kokkinen does not hold directorship positions with any other public company. Prior to joining BlueRun Ventures, Mr. Kokkinen worked at Nokia Corporation for more than ten years. Mr. Kokkinen received his master’s degree in business administration and a master’s degree in electrical engineering, both from Helsinki University.

      Jung Woo Sung has served as our non-executive director since February 2005. Mr. Sung was nominated for his current position by SAIF Capital Limited, a wholly-owned subsidiary of SB Asia

84

Infrastructure Fund L.P. Since January 2004, Mr. Sung has been a principal at SAIF Advisors Limited Korea, an advisor for SAIF Advisors Limited, which is an advisory company for SOFTBANK Inc. SOFTBANK Inc. is the management company for SB Asia Infrastructure Fund L.P. From September 2001 to January 2004, Mr. Sung worked at SAIF Korea Advisors Inc., an advisory company for SAIF Advisors Limited. Mr. Sung currently serves on the boards of directors of UNO Systems, an e-business solutions provider, and Contela Inc., a wireless infrastructure equipment provider. Mr. Sung co-founded and worked at La Jolla Investment Ltd., a boutique financial advisory services firm in Korea focusing on mid-sized mergers and acquisitions and private placements from May 2000 to August 2001. Prior to La Jolla, Mr. Sung worked at Samjong KPMG and the Korean and U.S. operations of Tong Yang Securities. Mr. Sung received his bachelor’s degree in economics from the University of Chicago.

      Neeraj Bharadwaj has served as our non-executive director since February 2005. Mr. Bharadwaj was nominated by Nokia Venture Partners and i-Hatch for his current position. Mr. Bharadwaj is a partner of Apax Partners, which he joined in 1999, and focuses on wireless and mobile data, security and infrastructure software investment activities. Mr. Bharadwaj currently serves on the board of directors of PreventSys, a security software provider. Previously, Mr. Bharadwaj worked at McKinsey & Company, where he consulted various wireless, telecommunications and enterprise software clients. Mr. Bharadwaj also worked at Goldman Sachs and Morgan Stanley Dean Witter & Co. He received a bachelor’s degree in economics from the Wharton Business School with a minor in mathematics from the College of Arts and Sciences of University of Pennsylvania.

      Lori Holland has served as our non-executive director and chairperson of our audit committee since June 2005. Ms. Holland has 20 years of experience in finance and accounting. Prior to joining us, Ms. Holland has worked as an independent financial consultant since 2000 providing a number of early stage technology companies in Silicon Valley with various financial and management advisory services, including financing, financial strategy formation, internal controls and reporting systems implementation and regulatory compliance. Ms. Holland also served as chief financial officer for Zaffire, Inc., an optical networks service provider, Neomagic Corporation, a semiconductor manufacturer, and Read-Rite Corporation, a disk drive components manufacturer. Ms. Holland currently serves on the boards of Bookham Technology, an optical parts manufacturer, and Credence Systems, a semiconductor equipment manufacturer, both of which are listed on NASDAQ. Ms. Holland received her bachelor’s degree in economics from California Polytechnic State University.

      Dongjin Lee has served as our executive director and executive vice president and head of Asia-Pacific business since March 2005. Having joined us in June 2000 as one of our founding members, he is in charge of our operations in the Asia Pacific region, including Korea, Northeast Asia, Southeast Asia and Australia. Prior to his current position, he served as senior vice president of our operations in Korea where he was directly involved in the development and launching of ringback tone and music-on-demand application services. Prior to joining us, Mr. Lee was employed with SK Telecom from 1995 to June 2000, where he developed customer retention and marketing programs. Mr. Lee received his bachelor’s degree in mass communications from Yonsei University.

      Thomas E. Wheeler has agreed to serve as, and our shareholders have approved the nomination of Mr. Wheeler as, our non-executive director upon completion of formal registration requirements under applicable law in Korea. Mr. Wheeler’s term as non-executive director will commence once his acceptance has been registered with the Commercial Registry in Korea, which we expect to occur in the near future. Mr. Wheeler is a partner of Core Capital Partners, which he joined in 2004, where he focuses on emerging companies in new technology with an emphasis on wireless data and content. Mr. Wheeler presently serves on the public company boards of Earthlink, a leading Internet service provider, its joint venture, SK-Earthlink, and InPhonic, an online activator of wireless phones. Previously, Mr. Wheeler was the President and CEO of the Cellular Telecommunications & Internet Association for close to 12 years. In addition, Mr. Wheeler started or helped found a number of technology companies. He is a Trustee of the John F. Kennedy Center for the Performing Arts, having been appointed successively by President Clinton and President Bush, as well as a member of the board of directors of the Public Broadcasting Service.

85

Mr. Wheeler is also the Chairman and President of the Foundation for the National Archives. Mr. Wheeler received a bachelor’s degree in business administration from Ohio State University.

      The business address of all of our directors is the address of our registered office at 17F, K1 REIT Building, 463, Chungjeong-ro 3-ga, Seodaemun-gu, Seoul, 120-709, Korea.

Independent directors

      We have applied to have our ADSs quoted on NASDAQ and, upon approval, we expect to be subject to the NASDAQ listing requirements applicable to non-U.S. companies. Under the NASDAQ listing requirements, we are required to have a majority of our board of directors be comprised of independent directors, unless we qualify for an exemption. The independence standards under the NASDAQ rules prohibit from being our independent director, among others, any person who is a current or former employee of us (for the current year or the past three years) or of any of our affiliates, as well as any immediate family member of our executive officer or an executive officer of any of our affiliates. Under the applicable rules of NASDAQ, a company listing in connection with its initial public offering has twelve months from the date of listing to comply with the majority independent board requirement in Rule 4350(c).

      The following table sets forth the names, age, positions at our company and the election dates of our directors who we believe meet the definition of “independent directors” under Rule 4200 of the Nasdaq listing requirements as of September 30, 2005:

Name	Age		Date elected as a director
Randolph Lee Austin, Jr.		41	September 30, 2004
Jung Woo Sung		34	February 15, 2005
Neeraj Bharadwaj		36	February 15, 2005
Lori Holland		47	June 28, 2005
Thomas E. Wheeler		59	Pending(1)

(1)  Thomas E. Wheeler has agreed to serve as, and our shareholders have approved the nomination of Mr. Wheeler as, our non-executor director upon completion of formal registration requirements under applicable law in Korea. Mr. Wheeler’s term as non-executive director will commence once his acceptance has been registered with the Commercial Registry in Korea, which we expect to occur in the near future.

     We intend to have a majority of our board of directors comprised of independent directors meeting the definition of “independent directors” under Rule 4200 of the NASDAQ listing requirements within one year from the date of this prospectus in accordance with the NASDAQ listing requirements under Rule 4350(c).

      The registered address of our directors and executive officers is 17F, K1 REIT Building, 463, Chungjeong-ro 3-ga, Seodaemun-gu, Seoul, 120-709, Korea.

Committees of the board of directors

      Under our articles of incorporation, we currently have three committees that serve under our board of directors:

•  Audit committee;

•  Board nomination and corporate governance committee; and

•  Compensation committee.

Audit committee

      Under the U.S. Sarbanes-Oxley Act of 2002 and the NASDAQ listing requirements, non-U.S. issuers such as ourselves are required to comply with the independent audit committee requirements. To comply

86

with these requirements, we established an audit committee at our general shareholders meeting in March 2005.

      Under the applicable rules of NASDAQ, a company listing in connection with its initial public offering is permitted to phase in its compliance with the independent committee requirements set forth in Rule 4350(c) on the same schedule as it is permitted to phase in its compliance with the independent audit committee requirement pursuant to Rule 10A-3(b)(1)(iv)(A) under the Securities and Exchange Act of 1934, as amended, or the Exchange Act. Accordingly, a company listing in connection with its initial public offering is permitted to phase in its compliance with the independent committee requirements set forth in Rule 4350(c) as follows: (1) one independent member at the time of listing; (2) a majority of independent members within 90 days of listing; and (3) all independent members within one year of listing.

      The audit committee currently consists of the following three directors: Lori Holland, Antti Kokkinen and Jung Woo Sung. Our board of directors has determined that, as of the date of this prospectus, Ms. Holland is independent as set forth in the NASDAQ listing requirements as well as being independent for the purpose of Rule 10A-3 of the Exchange Act. We intend to comply with the independent committee requirements in the future in accordance with the phase-in compliance rules described above. Our independent directors are financially literate and have accounting or related financial management expertise. The audit committee is responsible for examining internal transactions and potential conflicts of interest and reviewing accounting and other relevant matters. The committee is currently chaired by Ms. Holland. In addition, Thomas E. Wheeler has agreed, upon commencement of his term as a member of our board of directors, to serve on our audit committee. Our board of directors has determined that, as of the date of this prospectus, Mr. Wheeler is independent as set forth in the NASDAQ listing requirements as well as being independent for the purpose of Rule 10A-3 of the Exchange Act.

Board nominating and corporate governance committee

      The board nomination and corporate governance committee consists of the following directors: Neeraj Bharadwaj, Lori Holland and Jin Woo So. We believe Mr. Bharadwaj and Ms. Holland are independent as set forth in the NASDAQ listing requirements. We intend to comply with the independent committee requirements in the future in accordance with the phase-in compliance rules described above. This committee will be responsible for recommending and nominating candidates for our director positions and overseeing our corporate governance practices generally. The committee is currently chaired by Mr. Bharadwaj.

Compensation committee

      The compensation committee consists of the following four directors: Sang Jun Park, Randolph Lee Austin, Jr., Antti Kokkinen and Jung Woo Sung. We believe Messrs. Austin, Kokkinen and Sung are independent as set forth in the NASDAQ listing requirements. We intend to comply with the independent committee requirements in the future in accordance with the phase-in compliance rules described above. This committee will be responsible for reviewing and approving the management’s evaluation and compensation programs.

87

Executive officers

      In addition to our executive directors, we also have nine executive officers. The following table sets forth the names, age and positions at our company held by our directors and officers as of the date of this prospectus:

				Date appointed as an
Name	Age		Position	executive officer
F. Terry Kremian		58	Global President		May 16, 2005
Hoseok Kim		38	Chief Financial Officer		November 14, 2000
Vern Poyner		47	Chief Executive Officer of WiderThan Americas		October 8, 2004(1)
Jinsoo Yoon		41	Vice President, Global Technology Center		December 26, 2002
Jay H. Kim		42	Vice President of Music Business Division		March 10, 2004
Jonathan Kim		40	Vice President, Products and Services		June 23, 2003
Jongseon Yoon		38	Vice President, Corporate Strategy		June 16, 2000
Seung Yil Kwon		39	Vice President, Asia Pacific Business		June 16, 2000
Sokbom Kim		40	Vice President, Application Business		June 1, 2002
Jinseog Lee		40	Vice President, Game Business		March 2, 2004
Dan Nemo		36	Vice President and General Counsel		August 11, 2005
Joongseok Shin		43	Treasurer		April 1, 2004

Note:

(1)  Date of our acquisition of WiderThan Americas.

     F. Terry Kremian has served as our global president since May 2005, when he joined us. Mr. Kremian’s responsibilities include sales, global marketing, business development, product management and operations. Prior to joining us, Mr. Kremian served as chief operating officer of Syniverse Technologies, a voice and data network integration service provider, where he worked since December 2003. Prior to Syniverse, Mr. Kremian served as executive vice president and general manager of the telecommunications services group for VeriSign, an online payment systems provider, a position he held since VeriSign’s acquisition of Illuminet Holdings, a network signalling system provider, in December 2001. From September 1998 to December 2001, Mr. Kremian served as president, executive vice president and chief operating officer of Illuminet Holdings, which he joined in 1997 as vice president of sales and marketing. From 1982 to 1997, Mr. Kremian held various management positions at MCI, a telecommunications service provider. Mr. Kremian holds a bachelor’s degree in engineering from the U.S. Naval Academy and a juris doctor degree from the University of Maryland School of Law.

      Hoseok Kim has served as our chief financial officer since December 2004. Prior to his current position, he served as our head of corporate strategy and development, at which he led the efforts in securing investment from BlueRun Ventures in 2002 and completing the acquisition of WiderThan Americas in 2004. Prior to joining us, Mr. Kim was a telecommunications industry analyst at Samsung Securities from 1999 to November 2000. From 1997 to 1998, Mr. Kim worked as a management consultant at A.T. Kearney, a global consulting firm, where he worked primarily in strategic consulting projects involving telecommunication companies. From 1992 to 1994, Mr. Kim worked at Coopers & Lybrand at its audit and tax divisions. A certified public accountant in Korea, Mr. Kim received his

88

master’s degree in business administration from University of Michigan and his bachelor’s degree in economics from Yonsei University.

      Vern Poyner has served as chief executive officer of WiderThan Americas since March 2004 and manages the day-to-day operations of WiderThan Americas. Mr. Poyner joined Ztango in 2000 as chief operating officer. Mr. Poyner has 24 years of experience in the communications and information technology industry and has served in various leadership positions in business operations, product development, business development and project management. Prior to joining WiderThan Americas, Mr. Poyner served as chief operating officer and executive vice president at Call Sciences, an international advanced communications service provider. Prior to that, Mr. Poyner worked for 17 years at Electronic Data Systems, serving as a Region Vice President in the Communications Industry group in his last position. Mr. Poyner received his bachelor’s degree in management information systems from James Madison University.

      Jinsoo Yoon has served as our vice president of Global Technology Center since December 2002. Dr. Yoon is responsible for global product development and management, technical sales, site implementation and maintenance. Dr. Yoon currently serves on the board of directors of Bluenoise Inc. Ltd., an Internet music company in Korea. Prior to joining us in December 2002, Dr. Yoon served as director at Korea Information & Communications from May 2002 to December 2003 and as chief technology officer at its subsidiary, Korea Information eXchange, Inc., from September 2001 to April 2002. From March 2000 to September 2001, Dr. Yoon served as chief operating officer and head of the research and development center of DigitalWave, Inc., a venture company specializing in wireless messaging services. From July 1999 to February 2000, Dr. Yoon served as the head of research and development and technology partner at Korea Venture Creative Network, a venture incubator company. Dr. Yoon also worked as an engineer at Samsung Electronics and AST Research Inc. Dr. Yoon received his bachelor’s degree in computer engineering from Seoul National University and his master’s and Ph.D. degrees in computer science from the Korea Advanced Institute of Science and Technology.

      Jay H. Kim has served as our vice president of the music business since March 2004. Prior to joining us in March 2004, Mr. Kim worked at VOCEWEB, a voice-based portal solution and service provider, of which he is a founding member from April 2001 to February 2004. His work at VOCEWEB served as the basis for the standard speech platform of Dacom, a wireline carrier in Korea, and SK Telecom’s voice portal system. Prior to joining VOCEWEB, Mr. Kim founded and managed Music & Film, a digital record label company from January 2000 to April 2001. From 1996 to 1998, he worked at LG Semicon, where he worked on integrated chips that became part of Korea’s first CD-ROM player and sound generator. From 1992 to 1995, Mr. Kim worked at LG Electronics as a research engineer working on digital audio products. Mr. Kim received his bachelor’s and master’s degrees in electrical engineering from Seoul National University.

      Jonathan Kim has served as our vice president of products and services, since July 2005. Prior to that, Mr. Kim served as our vice president of our global business division from June 2003, when he joined our company. From May 2001 to May 2003, Mr. Kim worked at Adega Solutions, a technology consulting firm based in New York, where he was responsible for running various product and market development projects for Ericsson, BEA Systems, an enterprise software provider, and America Online. From June 1999 to March 2001, he served as executive vice president of LiveMind, which he co-founded, a mobile technology company in San Francisco and a leader in deploying a mobile commerce service platform for major mobile carriers. From 1996 to 1999, Mr. Kim led the European business unit of Qualcomm where he was responsible for all sales and marketing and joint venture and investment activities. Mr. Kim received his bachelor’s degree in mathematics from Rutgers University and his master’s degree in business administration from IMI (Institut Theseus) in France.

      Jongseon Yoon has served as our vice president of corporate strategy since December 2004. Prior to his current position, Mr. Yoon served as director in charge of service strategy for our domestic and Asia-Pacific business. Prior to joining us in June 2000 as one of our founding members, Mr. Yoon worked at SK Telecom from 1993 to June 2000 in the corporate planning and strategy department, where he was in

89

charge of the team responsible for new business development and marketing strategy. Mr. Yoon led new business projects for wireless Internet and mobile commerce and was responsible for several strategic alliance development projects. Mr. Yoon specializes in market analysis and played a major role in launching a user loyalty program known as the TTL service for SK Telecom. Mr. Yoon received his bachelor’s degree in economics from Yonsei University and his master’s degree in management science from Korea Advanced Institute for Science and Technology.

      Seong Yil Kwon has served as our vice president of Asia Pacific business since December 2004 and is in charge of our Asia Pacific division, including our branches in the Philippines and India. Prior to his current position, he served as director of music and multimedia contents planning and operation. Prior to joining us in June 2000 as one of our founding members, Mr. Kwon worked at SK Telecom as a manager in product development. At SK Telecom, where he worked from 1997 to June 2000, Mr. Kwon was one of the main contributors to developing “n-top”, which was the first wireless product launched in Korea. Mr. Kwon received his bachelor’s degree in history and master’s degree in sociology from Hallym University.

      Sokbom Kim has served as our vice president of application business since December 2004. Prior to joining us in June 2002, Mr. Kim served as the representative director of Gift PD Co., Ltd., a wireless Internet marketing company, from April 2000 to May 2002. From 1995 to April 2000, Mr. Kim worked as product manager at SK Telecom where he led various mobile value-added service projects such as prepaid service and voice activated dialing service. From 1992 to 1995, Mr. Kim served as marketing manager at Shinsegae Department Store Ltd., a leading retailer in Korea. Mr. Kim received his bachelor’s degree in economics from Yonsei University.

      Jinseog Lee has served as our vice president of game business since December 2004. Prior to joining us in March 2004, from January 2001 to February 2004, Mr. Lee worked at nTels Co., Ltd., an e-business platform provider, where he designed and developed mobile billing solutions. From 1998 to January 2000, Mr. Lee worked at SK Telecom, where he was responsible for the mobile solution and platform development business, including location-based services and mobile email service. From 1989 to 1995, Mr. Lee worked at LGIC, a telecommunications equipment and handset manufacturer, as a research engineer on projects related to mobile switching systems. Mr. Lee received his bachelor’s and master’s degrees in electrical engineering from Sungkyunkwan University.

      Dan Nemo has served as our vice president and general counsel since August 2005. Mr. Nemo joined MobileSpring, a predecessor company to Ztango (now WiderThan Americas) in 2001. Prior to his becoming our general counsel, Mr. Nemo served in various roles at WiderThan Americas including as senior director of product management for our messaging products and services as well as vice president of corporate development. Prior to joining WiderThan Americas, from 1995 to 2000, Mr. Nemo practiced law at Thelen, Reid & Priest and Sullivan & Cromwell, negotiating corporate finance and mergers & acquisitions transactions primarily for telecommunications companies. Mr. Nemo received a bachelor’s degree in history from Stanford University, a J.D. from George Washington University and an MBA from Columbia University.

      Joongseok Shin has served as our treasurer since April 2004. Prior to joining us in April 2004, Mr. Shin served as a senior manager at the treasury, accounting and human resources divisions at The Contents Company, an affiliate of SK Corp., which provides digital content for mobile and Internet platforms in Korea, since July 2000. From 1991 to June 2000, Mr. Shin held positions in the accounting and finance divisions at SK Corp., where he was responsible for managing large-scale finance and operational projects. Mr. Shin received his bachelor’s and master’s degrees in business administration from Chung-ang University.

Executive compensation

      We have not extended any loans or credit to any of our directors or executive officers, and we have not provided guarantees for borrowings by any of these persons. For the year ended December 31, 2004, the aggregate amount of compensation paid by us to all directors and executive officers was

90

US$1.4 million, and this amount excludes US$84,800 set aside or accrued to provide for retirement or similar benefits to two of our executive officers. We have granted stock options to 15 of our directors and executive officers.

      Under the Korean Labor Standard Act, we are required to pay a severance amount to eligible employees, including directors and officers, who voluntarily or involuntarily terminate their employment with us, including through retirement. The severance amount for our officers and directors equals the monthly salary at the time of his or her departure, multiplied by the number of continuous years of service, and further multiplied by a discretionary number set forth in our severance payment regulation, which depending on the position of the officer or director ranges from three to five. Under Korean law, we are required to pay that amount to each employee as his or her employment with us terminates, unless the employee elects to receive payment at an earlier date. Our employees have so elected and we pay these severance amounts to our employees on an annual basis.

      Prior to completion of this offering, we expect to obtain policies of insurance under which, subject to the limitations of such policies, coverage will be provided to our directors and officers against loss arising from claims made by reason of breach of fiduciary duty or other wrongful acts as a director or officer, including claims relating to public securities matters, and to us with respect to payments which may be made by us to these officers and directors pursuant to our indemnification obligations or otherwise as a matter of law.

Stock options

      Under our articles of incorporation and the Korean Commercial Code, we may grant options for the purchase of our shares to certain qualified officers and employees. Set forth below are the details surrounding this grant of stock options as currently contained in our articles of incorporation and individual stock option agreements.

•  Stock options may be granted to our officers and employees who have contributed to our establishment, management or innovation in technology, or who are capable of making such contribution. Notwithstanding the foregoing, no stock options may be granted to any officer or employee who is (i) a holder of 10% or more of our total shares outstanding, excluding shares without voting rights, (ii) a holder of our shares with practical influence on material aspects of our management such as appointment or dismissal of directors and auditors, or (iii) the spouse, lineal ascendants or descendents of a person covered under (i) or (ii).

•  Stock options may be granted by a special resolution of our shareholders, provided that the total number of shares into which the options are exercisable may not exceed 10% of the total number of our then issued and outstanding shares.

•  Upon exercise of stock options, we will deliver our common shares in registered form or pay in cash the difference between the market price of our common shares and the option exercise price for such shares.

•  Stock options granted under the stock option plan will have a minimum exercise price not less than either of the following:

      (a) if new shares are issued, the higher of (i) the fair value of such shares as of the date on which stock options are granted and (ii) the par value of such shares; or

      (b) if the Company is transferring treasury shares, the fair value of such shares as of the date on which stock options are granted.

•  Stock options can vest 50% after two years and 50% after three years, in each case, from the date on which stock options are granted and can be exercised during the time period determined at the general meeting of our shareholders, which must be between (i) the day immediately following the second anniversary of the date on which the stock options are granted and (ii) the tenth anniversary of the date of such grant.

91

•  Stock options may be cancelled by a resolution of our board of directors if (i) the option holder is our officer or employee who voluntarily resigns or is discharged from office; (ii) the option holder is our officer or employee who causes material damage to us by willful misconduct or negligence; (iii) we are unable to deliver our shares or pay the prescribed amount due to bankruptcy or dissolution, or (iv) any cause for cancellation of stock options specified in the stock option agreement between us and the relevant holder of the stock option materializes.

      On various dates from March 2004 through the date of this prospectus, we have granted to our directors, officers and employees stock options to purchase shares of our common stock. The exercise prices of these stock options range from W4,500 (or US$3.90 using the prevailing exchange rate) per share to W12,000 (or $11.54 using the prevailing exchange rate) per share. These stock options vest between two and four years from the date on which they were granted. As of the date of this prospectus, options to purchase 1,452,626 shares of our common stock in the aggregate were outstanding.

      In addition, our shareholders have authorized the issuance of 89,509 stock options as soon as practicable after the closing of this offering with an exercise price equal to the fair market value of our common shares.

Employee stock ownership association

      In June 2004, we issued 500,000 common shares to the employee stock ownership association in accordance with the Korean Employee Welfare Law at a price of W1,000 (or US$0.86 using the prevailing exchange rate) per share.

Virtual stock options

      On October 8, 2004, the date of our acquisition of WiderThan Americas, WiderThan Americas granted virtual stock options, or VSOs, to its employees in exchange for their vested options under a preexisting stock option plan as well as to provide additional equity-based compensation. In August 2005, all of these outstanding VSOs were replaced with an alternative equity compensation scheme, as described below in “— VSO exchange”. We do not plan to utilize VSOs going forward.

      Each VSO consists of (i) a stock appreciation right settled in cash at the earlier of a public listing or sale of us in an amount equal to the public listing price or sale price per share less the grant price, and (ii) a stock appreciation right issuable upon a public listing that is settled in cash for the difference between the public listing price per share and the fair market value at the date of exercise. The VSOs were designed to simulate stock options granted to our employees in Korea. Under the Korean Commercial Code, stock options cannot be issued to employees of a subsidiary, such as WiderThan Americas, unless we are listed on a stock exchange in Korea. In the event of an initial public offering on a stock exchange in Korea, instead of the stock appreciation right described in (ii) above, the VSO holders will receive a stock option with an exercise price equal to the public listing price.

      We issued two tranches of VSOs that differ only in terms of grant price and vesting provisions. Tranche A VSOs were issued to former WiderThan Americas option holders in exchange for WiderThan Americas options under a preexisting stock option plan. The value of the 50% of the Tranche A VSOs that were vested at the time of grant was included as part of the purchase consideration in connection with our acquisition of WiderThan Americas. Tranche B VSOs were issued to WiderThan Americas employees as additional incentive compensation. A total of 146,294 Tranche A VSOs and 279,855 Tranche B VSOs were granted. The exercise prices for Tranche A VSOs and Tranche B VSOs are $3.00 and $4.26, respectively.

      The Tranche A VSO stock appreciation rights vested 50% at the date of grant and 50% on April 8, 2005, subject to continuous employment by the VSO holders. Tranche B VSO stock appreciation rights vested 33.3% per year starting on the first anniversary date from October 8, 2004.

      Stock appreciation rights issuable upon a public listing vest 50% upon each of the first and second anniversaries of the public listing date.

92

VSO exchange

      In August 2005, the holders of VSOs issued by WiderThan Americas exchanged all of their VSOs for a combination of (i) rights to receive cash, or VSO Cash Rights, as described in detail below in “— VSO Cash Rights” and (ii) if eligible, regular employee stock options to purchase our common stock.

     VSO Cash Rights

      As part of this VSO Exchange, in August 2005, Melody Share Corporation, which is consolidated into our financial statements, purchased a total of 490,955 shares of our Series C redeemable convertible preferred stock for a purchase price of US$9.37 per share. Upon the offering and subject to the statement below, Melody Share Corporation will convert such preferred shares into common shares and will sell them into the offering. A VSO Cash Right represents the contractual right of our former VSO holders to receive from Melody Share Corporation cash in an amount equal to the product of (a) the excess of the net offering price per common share, or the ADS equivalent (after underwriting discount and commissions) over US$9.37 (which represents the US dollar equivalent of W9,520, the price per share of Series C preferred stock purchased by Melody Share Corporation, on the date of purchase) and (b) the total number of shares allocated to each former VSO holder. Pursuant to the terms of the VSO Cash Rights agreements, Melody Share Corporation will convert the entire 490,955 shares of Series C preferred stock into common shares and will sell such common shares in this offering in order to settle the VSO Cash Rights. Payment on the VSO Cash Rights, together with interest, is scheduled to be made on June 30, 2006.

     Employee stock options

      Under applicable Korean law, we are prohibited from issuing employee stock options to employees of our subsidiaries, including WiderThan Americas. All of our VSO holders were employed by WiderThan Americas and received VSOs in their capacity as such. However, in connection with the VSO Exchange, 34 of the 43 VSO holders terminated their employment with WiderThan Americas and commenced employment directly with our U.S. branch, thereby becoming eligible to receive regular employee stock options. Accordingly, on June 28, 2005, we granted in the aggregate 326,126 stock options to these employees, subject to each holders’ agreement to cancel his or her VSOs. These newly issued stock options grant the recipient employees an option to purchase our common stock at an exercise price of W8,560 (approximately US$8.45) per share. Under the terms thereof, these stock options vest in two years unless our initial public offering price per share of common shares exceeds US$22.00, in which case 25% of these stock options will vest in three years. These stock options become exercisable upon vesting and expire seven years from their date of issuance.

     KSO Cancellee Cash Rights

      In addition, in August 2005, one of our directors, Mr. Jin Woo So, and one of our employees, Mr. Andrew Sutton, cancelled 100,000 and 16,000 stock options, respectively, in exchange for rights to receive cash, or KSO Cancellee Cash Rights, from Melody Share Corporation. A KSO Cancellee Cash Right represents the contractual right of these persons to receive from Melody Share Corporation cash in an amount equal to the product of (a) the excess of the net offering price per common share, or the ADS equivalent (after underwriting discount and commissions) over US$9.37 (which represents the US dollar equivalent of W9,520, the price per share of Series C preferred stock purchased by Melody Share Corporation as described below in “— Series C preferred stock”, on the date of purchase) and (b) the total number of shares allocated to each person. Pursuant to the terms of the KSO Cancellee Cash Rights agreements, Melody Share Corporation purchased a total of 185,212 shares of Series C preferred stock. Under the terms of these agreements, Melody Share Corporation will convert the entire 185,212 shares of Series C preferred stock into common shares and will sell such number of common shares in this offering in order to settle the KSO Cancellee Cash Rights. Payments on the KSO Cancellee Cash Rights, together with interest, are scheduled to be made in two equal installments on December 21, 2006 and July 15, 2007.

93

     Series C preferred stock

      In addition to the 676,167 shares of our Series C preferred stock that it purchased in connection with VSO Cash Rights and KSO Cancellee Cash Rights, Melody Share Corporation purchased an additional 200,000 shares for the same purchase price of US$9.37 per share, amounting to a total of 876,167 shares. One share of Series C preferred stock is non-voting, redeemable and convertible into one share of our common stock. The purchase price of the Series C preferred stock was financed through a loan that Melody Share Corporation obtained. This loan is secured by the Series C preferred stock that Melody Share Corporation holds and is further supported by a consortium of two of our shareholders as described below. We have not provided any guarantees and do not have any obligations in connection with this loan other than an obligation to reimburse the consortium of our shareholders for up to US$170,000 in expenses in connection with the entire VSO exchange transaction in the event that the consortium does not receive any portion of the facilitation fee of US$400,000 to which it may be entitled upon completion of the offering and a standard indemnity provided to the escrow agent. To raise the cash necessary to make payments on the VSO Cash Rights and the KSO Cancellee Cash Rights and to repay its loan, Melody Share Corporation will convert all of the 876,167 shares of Series C preferred stock that it currently holds into common stock and sell them in the form of ADSs in this offering as a selling shareholder. See “Principal and Selling Shareholders”. With the proceeds from this offering, Melody Share Corporation is required to repay its loan and use the remainder of the cash proceeds to make payments on the VSO Cash Rights and the KSO Cancellee Cash Rights according to their terms. Series C preferred shares are redeemable at any time following September 15, 2005 until December 1, 2007, subject to the availability of distributable profits as of the previous fiscal year-end, for a redemption price equal to the purchase price plus a premium accrued at 10% per annum on the purchase price. Pursuant to the terms of the VSO exchange, all of the Series C preferred shares are expected to be converted and sold in this offering. As a result, after this offering, the entire loan will be repaid.

      Melody Share Corporation is a special purpose company incorporated in the Cayman Islands, supported by a consortium of our shareholders, and consolidated into our financial statements. In return for its services, the administrator of Melody Share Corporation received a standard initial administration set-up fee of US$10,000 and will receive annual administration fees of approximately US$30,000 as well as a closing fee of US$3,000.

      In connection with this transaction, two of our shareholders, i-Hatch Ventures, L.P. and Nokia Venture Partners II, L.P., formed WT Investor Corp., a Delaware corporation, solely for the purpose of providing credit support to the loan obtained by Melody Share Corporation. In connection with the VSO exchange, in August 2005, we issued 29,000 shares and 21,000 shares of our Series C preferred stock to Nokia Venture Partners and i-Hatch Ventures, respectively, at the purchase price of W9,520 (US$9.37 on the date of purchase) per share, or W0.5 billion (US$0.5 million) in the aggregate. In connection with this offering, each of Nokia Venture Partners and i-Hatch Ventures is required to convert its respective Series C preferred shares into our common stock and sell such common shares in this offering as a selling shareholder. As a result, we do not expect any of our Series C preferred stock to remain outstanding after this offering.

94

PRINCIPAL AND SELLING SHAREHOLDERS

      The following table sets forth information known to us with respect to the beneficial ownership of our common shares as of the date hereof by each person or entity known to us to beneficially own more than 5% of any class of our outstanding shares and our directors and executive officers as a group.

      Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission and includes voting or investment power with respect to the securities. Shares beneficially owned includes ownership of shares of convertible preferred stock. Except as indicated below, the persons named in the table have sole voting and investment power with respect to all common shares shown as beneficially owned by them. None of the options held by such persons are exercisable within 60 days of the date hereof. Percentage of beneficial ownership is based on 14,907,216 common shares outstanding as of the date hereof, which assumes the conversion of Series A, Series B and Series C preferred shares, and 18,907,216 common shares outstanding after completion of this offering (assuming no exercise of the underwriters’ over-allotment option). The percentages shown with respect to the shares being sold in this offering are based on a total of 2,000,000 common shares to be sold by all selling shareholders named below.

		Shares beneficially										Shares beneficially
		owned prior to this					Shares to be sold as					owned after this
		offering					part of this offering					offering
5% and above shareholders		Number		Percent			Number		Percent			Number		Percent
SK Telecom and Tae Won Chey(1)(2)			3,000,000		20.1	%		171,638		8.6	%		2,828,362		15.0	%
	SK Telecom		2,000,000		13.4			—		—			2,000,000		10.6
	Tae Won Chey		1,000,000		6.7			171,638		8.6			828,362		4.4
Nokia Venture Partners II, L.P.(2)(3)			2,457,570		16.5			445,835		22.3			2,011,735		10.6
i-Hatch Ventures, L.P.(2)(4)			1,858,160		12.5			336,326		16.8			1,521,834		8.0
SAIF Capital Limited(5)			1,600,000		10.7			—		—			1,600,000		8.5
WTC Investment, LLC(6)			1,000,000		6.7			—		—			1,000,000		5.3
Melody Share Corporation(7)			876,167		5.9			876,167		43.8			—		—
	Subtotal		10,791,897		72.4			1,829,966		91.5			8,961,931		47.4
Executive officers and directors
Jin Woo So			334,000		2.2	%		—		—	%		334,000		1.8	%
Sang Jun Park			150,000		1.0			—		—			150,00		0.8
Dongjin Lee			80,000		0.5			—		—			80,000		0.4
Jongseon Yoon			76,000		0.5			—		—			76,000		0.4
Hoseok Kim			68,000		0.5			—		—			68,000		0.4
Seong Yil Kwon			68,000		0.5			—		—			68,000		0.4
Sokbom Kim			25,000		0.2			—		—			25,000		0.1
Jinsoo Yoon			10,000		0.1			—		—			10,000		0.1
Jay Hyun Kim			10,000		0.1			—		—			10,000		0.1
Dan Nemo(8)			3,640		0.0			625		0.0			3,015		0.0
Joong Seok Shin			2,943		0.0			—		—			2,943		0.0
All current directors and executive officers as a group			827,583		5.6			625		0.0			826,958		4.4

95

		Shares beneficially										Shares beneficially
		owned prior to this					Shares to be sold as					owned after this
		offering					part of this offering					offering
Other selling shareholders		Number		Percent			Number		Percent			Number			Percent
General Atlantic Partners 64, L.P.(2)(9)			597,311		4.0	%		102,521		5.1	%		494,790			2.6	%
The Washington Dinner Club, LLC(10)			135,725		0.9			23,296		1.2			112,429			0.6
Mark Caron(11)			118,862		0.8			20,401		1.0			98,461			0.5
Parande SAS(12)			49,930		0.3			8,570		0.4			41,360			0.2
Michael Miller(13)			32,668		0.2			5,607		0.3			27,061			0.1
David Warmflash(14)			21,964		0.1			3,770		0.2			18,194			0.1
Harto Family Partners, L.P.(15)			10,682		0.1			1,833		0.1			8,849			0.0
K&A Trust(16)			10,682		0.1			1,833		0.1			8,849			0.0
Joel-Andre Ornstein(17)			3,104		0.0			533		0.0			2,571			0.0
Glenn S. Dorsey(18)			2,006		0.0			344		0.0			1,662			0.0
Vairam Alagappan(19)			1,963		0.0			337		0.0			1,626			0.0
Maureen C. Tompkins(20)			949		0.0			163		0.0			784			0.0
A. Douglas Henderson Revocable Trust(21)			281		0.0			48		0.0			233			0.0
James M. Lyon(22)			281		0.0			48		0.0			233			0.0
Lyon, Stubbs & Tompkins, Inc.(23)			281		0.0			48		0.0			233			0.0
Dan Oakley(24)			126		0.0			22		0.0			104			0.0
Mount Washington Associate LLC(25)			105		0.0			18		0.0			87			0.0
Ted Nierenberg(26)			99		0.0			17		0.0			82			0.0
	Subtotal		987,019		6.6			169,409		8.5			817,610			4.3
Others			2,300,717		15.4	%		—		—			8,300,717	(27)		43.9
Total			14,907,216		100.0	%		2,000,000		100	%		18,907,216			100.0	%

Notes:

(1)	Consists of 2,000,000 common shares held by SK Telecom and 1,000,000 common shares held by Mr. Tae Won Chey. Mr. Tae Won Chey is the chairman of SK Corp., the holding company of the SK Business Group and an affiliate of us and SK Telecom. In addition to the 1,000,000 shares directly held by Mr. Chey, he also beneficially owns, by virtue of his position as the chairman of SK Corp. the 2,000,000 shares of our common stock held directly by SK Telecom. The percentage ownership of our common shares directly held by Mr. Chey was reduced from 53.3% to 9.5% due to the sale of 4,600,000 common shares held by Mr. Chey to SAIF Capital Limited, Nokia Venture Partners II, L.P., i-Hatch WTC Holdings, LLC and Apax Partners in December 2004 as described below. The address of SK Telecom is 11, Euljiro 2-ga, Jung-gu, Seoul, Korea. Mr. Chey’s address is SK Cheongam-dae 1301, Cheongam-dong 64-29, Yongsan-gu, Seoul, Korea.
(2)	Under the terms of the divestiture agreement, as amended, we, Nokia Venture Partners II, L.P., i-Hatch WTC Holdings, LLC, an affiliate of i-Hatch Ventures, L.P., and General Atlantic Partners 64 L.P. agreed to give SK Telecom a right of first refusal with respect to any transactions that may result in a change of control. For a more detailed description of this agreement, see “Related Party Transactions — Divestiture Agreement”.
(3)	Includes 1,428,570 shares of Series A preferred stock, including 15,750 shares owned by its affiliate, NVP II Affiliates Fund, L.P., and 29,000 shares of Series C preferred stock. Nokia Venture Partners II, L.P. is a Delaware limited partnership managed by its general partner, N.V.P. II, L.L.C. Nokia Venture Partners II, L.P. was formed to invest in the securities of early-stage, privately-held companies in the Internet, software, communications and related sectors. The limited partners of Nokia Venture Partners II, L.P. consist of various individuals, corporations, partnerships, insurance companies, pension plans and other institutions that have no decision-making authority over the management of the partnership. N.V.P. II, L.L.C. is a Delaware limited liability company, which is managed by John A. Malloy, John E. Gardner, W. Peter Buhl, Jonathan E. Ebinger and Tantti Oy, a Finnish corporation owned and controlled by Antti S. Kokkinen, under its operating agreement. The address of Nokia Venture Partners II, L.P. and NVP II Affiliates Funds, L.P. is 545 Middlefield Road, Suite 210, Menlo Park, CA 94025.
(4)	Consists of a total of 1,000,000 shares of common stock owned by i-Hatch WTC Holdings, LLC, a total of 837,160 shares of Series B preferred stock owned by i-Hatch Ventures, L.P., i-Hatch Advisors, L.P. and ZT Holdings LLC and 21,000 shares of Series C preferred stock owned by i-Hatch Ventures, L.P. i-Hatch Ventures, L.P. is a Delaware limited partnership managed

96

by its general partner i-Hatch Ventures, LLC. i-Hatch Ventures, L.P. was formed to invest in the securities of early-stage, privately-owned businesses. The limited partners of i-Hatch Ventures, L.P. consist of various individuals, endowments and other institutions that have no decision-making authority over the management of the partnership. i-Hatch Ventures, LLC is a Delaware limited liability company, which is managed by Randolph L. Austin, Jr. and Bradford L. Farkas, under its operating agreement. The address of i-Hatch Ventures, L.P., i-Hach Advisors, L.P., ZT Holdings LLC and i-Hatch WTC Holdings, LLC is 599 Broadway, 8th Floor, New York, NY 10021.

(5)	The address of SAIF Capital Limited is 136, St. Christopher Street, Valetta, VLT 05, Malta.
(6)	The address of WTC Investment, LLC is 2180 Sand Hill Road, Menlo Park, CA 94025.
(7)	Represents ownership of Series C preferred shares of Melody Share Corporation, which is consolidated into our financial statements. On June 23, 2005, Melody Share Corporation was incorporated as an exempt limited liability company under the laws of the Cayman Islands. The sole shareholder of Melody Share Corporation is Maples Finance Jersey Limited. Maples Finance Jersey Limited holds the shares as trustee under a declaration of trust, the ultimate beneficiaries of which will be certain charities. Maples Finance Limited is a company duly incorporated and validly existing in the Cayman Islands and licensed to undertake trust business pursuant to the provisions of the Banks and Trust Companies Law (2003 Revision). Maples Finance Limited is also a licensed mutual fund administrator pursuant to the Mutual Funds Law (2003 Revision) of the Cayman Islands and is regulated by the Cayman Islands Monetary Authority. Maples Finance Jersey Limited acts as an administrator of Melody Share Corporation pursuant to an administration agreement and is regulated by the Jersey Financial Services Commission in the carrying on of Trust Company Business. Maples Finance Limited and Maples Finance Jersey Limited are under common ownership, but are two legally separate companies. Voting control in respect of the securities issued by Melody Share Corporation is held by the person in whose name such securities are registered in its register of members. Accordingly, Messrs. Anthony Travers, Adrian Pope and Julian Reddyhough, who are the directors of Maple Finance Limited have voting control over Melody Share Corporation subject to the terms of the constituent documents of Maple Finance Limited, the directions of the shareholders of Maple Finance Limited and the terms of the trust upon which Maple Finance Limited holds the shares in Melody Share Corporation, all as permitted under the laws of the Cayman Islands. In accordance with the constitutional documents of Melody Share Corporation and as permitted by the laws of the Cayman Islands, the directors of Melody Share Corporation have dispositive powers (subject to any directions given by Maples Finance Limited, the sole shareholder) over the assets of Melody Share Corporation. The directors of Melody Share Corporation are Messrs. Colin Borman, Liam Jones and Steven Wilderspin, all of whom are officers of Maples Finance Jersey Limited, an entity that is under common ownership with Maples Finance Limited. Melody Share Corporation has entered in to an administration agreement pursuant to which a number of matters have been delegated to Maples Finance Jersey Limited. These matters include converting the Series C preferred shares into common shares and selling them in the form of ADSs in this offering. Melody Share Corporation has undertaken to us and WT Investor Corp that it will not enter into any agreements other than the administration agreement and related agreements, and that it will not vary, amend or waive the administration agreement and that it will enforce the administration agreement against Maples Finance Jersey Limited. The registered office of Melody Share Corporation is P.O. Box 1093GT, Queensgate House, George Town, Grand Cayman, Cayman Islands, British West Indies.
(8)	The address of Dan Nemo is 221 East 76th Street #2D, New York, NY 10021.
(9)	Represents ownership of Series B preferred shares. Includes 89,250 shares of Series B preferred shares owned by its affiliate, GAP Coinvestment Partners II, L.P. The investment entities affiliated with General Atlantic LLC, a Delaware limited liability company, or General Atlantic, are General Atlantic Partners 64, L.P., a Delaware limited partnership, or GAP 64, and GAP Coinvestment Partners II, L.P., a Delaware limited partnership, or GAP Coinvestment. General Atlantic is a global private equity firm that invests in innovative companies where information technology or intellectual property is a key driver of growth. General Atlantic is the general partner of GAP 64. The Managing Directors of General Atlantic are Steven A. Denning (Chairman), William E. Ford (President), Peter L. Bloom, Mark F. Dzialga, Klaus Esser, Vince Feng, William O. Grabe, Abhay Havaldar, David C. Hodgson, Braden R. Kelly, Rene M. Kern, Marc F. McMorris, Matthew Nimetz, Franchon M. Smithson, Tom Tinsley, Philip P. Trahanas and Florian P. Wendelstadt. Philip P. Trahanas was a director of Ztango, Inc. from August 2001 to October 2004. The general partners of GAP Coinvestment are Managing Directors of General Atlantic. The address of General Atlantic, GAP 64 and GAP Coinvestment is c/o General Atlantic Service Corporation, 3 Pickwick Plaza, Greenwich, Connecticut 06830.

(10)	The Washington Dinner Club, LLC is a Virginia limited liability company, which is managed by New Vantage Group, LLC, a Virginia limited liability company, and Calvert Simmons, an individual investor, under its operating agreement. New Vantage Group, LLC is managed by John May under its operating agreement. The address of Washington Dinner Club, LLC is 402 Maple Avenue, West Vienna, VA 22180.
(11)	The address of Mark Caron is 145 W. Ridgewood Avenue, Ridgewood, NJ 07450. Mr. Caron was the CEO of Mobile Spring, Inc., a company that was merged into Ztango, Inc. Mr Caron served as CEO of Ztango from March 2003, upon the merger, to March 2004.
(12)	Parande, SAS is a société anonyme or a corporation established under the laws of France. The representatives of Parande, SAS are Louis Duquesne and Didier Carlier (President). The address of Parande, SAS is 83 Rue Du Faubourg Saint Honore, 75008 Paris, France.
(13)	The address of Michael Miller is 31 Pierce Lane, Norwich, VT 05055.
(14)	The address of David Warmflash is c/o Sexter & Warmflash, P.C., 115 Broadway, 11th Floor New York, NY 10006.

97

(15)	Harto Family Partners, L.P. is a Delaware limited partnership, which is managed by its general partner, Amano, Inc. Maxine Ganer has voting control and dispositive power over Harto Family Partners. The address of Harto Family Partners, L.P. is c/o Ganer, Grossbach & Ganer, attn: Maxine Ganer, 1995 Broadway, 16th Floor, New York, NY 10023.
(16)	K&A Trust is a trust. Judith Pace, Alan Novich, Maxine Ganer and Joshua Karter are its trustees and have voting control and dispositive power over K&A Trust. The address of K&A Trust is c/o Ganer, Grossbach & Ganer, attn: Maxine Ganer, 1995 Broadway, 16th Floor, New York, NY 10023.
(17)	The address of Joel-Andre Ornstein is c/o Euristates, Inc., 667 Madison Avenue, 11th Floor, New York, NY 10021. He was a director of Ztango, Inc. from September 1999 to July 2001.
(18)	The address of Glenn S. Dorsey is c/o Jamison Prince Asset Management, 777 Third Avenue, 18th Floor, New York, NY 10017.
(19)	The address of Vairam Alagappan is 8 Amber Lane, Oyster Bay Cove, NY 11771.
(20)	The address of Maureen C. Tompkins is 93 Gaynor Avenue, Manhasset, NY 11030.
(21)	A. Douglas Henderson Revocable Trust is a personal revocable trust of Douglas Henderson. The address of Douglas Henderson is 5600 N.W. 165th ST. Reddick, FL 32686.
(22)	The address of James M. Lyon is 164 East 72nd Street Apt. 12/BC, New York, NY 10021.
(23)	Lyon, Stubbs & Tompkins, Inc., is a Delaware corporation, closely held by its shareholders, James M. Lyon (Chairman of the Board of Directors), Maureen C. Tompkins (Director and President, Secretary and Treasurer), Glenn S. Dorsey and Michael B Stubbs. James M. Lyon, Maureen C. Tompkins and Glenn Dorsey are also selling shareholders in this offering as indicated in the footnotes above. The address of Lyon, Stubbs & Tompkins, Inc. is 777 Third Avenue, New York, NY 10017.
(24)	The address of Dan Oakley is 2710 Lemon Tree Lane, Charlotte, NC 28211.
(25)	Mount Washington Associates, L.L.C. is a Maryland limited liability company, managed by J.E. Corette III under its operating agreement. The address of Mount Washington Associates, L.L.C. is 1200 19th Street, NW, Washington DC 20034.
(26)	The address of Ted Nierenberg is 15 Middle Patent Road, Armonk, NY 10504.
(27)	Includes common shares underlying the ADSs offered to the public in this offering, including 4,000,000 common shares newly issued by us.

     In May 2002, we issued Series A preferred shares to Nokia Venture Partners II, L.P. and to its affiliate, NVP II Affiliates Fund, L.P. As of August 31, 2005, Nokia Venture Partners II, L.P. held 1,412,820 shares of our Series A preferred shares, representing 98.9% of our total outstanding Series A preferred shares, and NVP II Affiliates Fund, L.P. held 15,750 shares of our Series A preferred shares, representing 1.1% of our total outstanding Series A preferred shares.

      In October 2004, in connection with our acquisition of WiderThan Americas, we issued 2,052,479 shares of Series B preferred stock to the then existing shareholders of WiderThan Americas, including i-Hatch Venture, L.P. and General Atlantic Partners 64, L.P. As of August 31, 2005, i-Hatch Ventures, L.P. held 837,160 shares of our Series B preferred shares, representing 40.8% of our total outstanding Series B preferred shares, General Atlantic Partners 64, L.P. held 508,061 shares of our Series B preferred shares, representing 24.8% of our total outstanding Series B preferred shares, and Sands Brothers Fund II held 172,534 shares of our Series B preferred shares, representing 8.4% of our total outstanding Series B preferred shares. The remaining 31 Series B preferred shareholders held 534,724 shares, representing 26.1% of our total outstanding Series B preferred shares. However, none of these other Series B preferred shareholders own in excess of 1% of our total outstanding equity shares on a fully diluted basis.

      Mr. Tae Won Chey, one of our founders, previously directly owned 5.6 million shares of our common stock, representing 46.9% of our total voting shares then outstanding. On October 8, 2004, Mr. Chey entered into a divestiture agreement with us and certain of our shareholders to sell at least 3.1 million shares of our common stock. In December 2004, Mr. Chey sold 4.6 million shares of our common stock to SAIF Capital Limited, Nokia Venture Partners II, L.P. (and to its affiliate, NVP II Affiliates Fund, L.P.), i-Hatch WTC Holdings, LLC and WTC Investment, LLC. See “Related Party Transactions — Divestiture Agreement”. As a result of this transaction, SAIF Capital Limited acquired 1.6 million shares, Nokia Venture Partners II, L.P. (together with its affiliate NVP II Affiliates Fund, L.P.) acquired 1 million shares, i-Hatch WTC Holdings, LLC acquired 1 million shares and WTC Investment, LLC acquired 1 million shares of our common stock.

      Melody Share Corporation was incorporated as an exempted limited liability company under the laws of the Cayman Islands on June 23, 2005, with its registered office at P.O. Box 1093GT, Queensgate House, George Town, Grand Cayman, Cayman Islands, British West Indies. The authorized share capital

98

of Melody Share Corporation is US$50,000 divided into 50,000 shares of a nominal or par value of US$1.00 each, of which 250 shares were issued at par to Maples Finance Limited. Maples Finance Limited holds the shares as trustee under a declaration of trust, the ultimate beneficiaries of which will be certain charities. Melody Share Corporation has entered into an administration agreement pursuant to which a number of matters have been delegated to Maples Finance Jersey Limited. These matters include converting the Series C preferred shares into common shares and selling them in the form of ADSs in this offering. Maples Finance Jersey Limited is regulated by the Jersey Financial Services Commission in the carrying on of Trust Company Business. Melody Share Corporation has undertaken to us and WT Investor Corp. that it will not enter into any agreements other than the administration agreement and related agreements, and that it will not vary, amend or waive the administration agreement and that it will enforce the administration agreement against Maples Finance Jersey Limited. Maples Finance Limited and Maples Finance Jersey Limited are under common ownership, but are two legally separate companies. Melody Share Corporation is consolidated into our financial statements.

      In connection with the exchange of VSOs into VSO cash rights, in August 2005, we issued a total of 876,167 shares of non-voting, convertible and redeemable Series C preferred stock, par value W500 per share, to Melody Share Corporation at the issue price of W9,520 (US$9.37 on the date of purchase) per share, or W8.3 billion (US$8.3 million) in the aggregate. One share of Series C preferred stock is convertible into one share of our common stock.

      In addition, we issued 29,000 shares and 21,000 shares of our Series C preferred stock to Nokia Venture Partners II, L.P. and i-Hatch Ventures, L.P., respectively, at the issue price of W9,520 (US$9.37 on the date of purchase) per share, or W0.5 billion (US$0.5 million) in the aggregate.

      As of October 31, 2005, approximately 45.1% of our total shares, consisting of 30.9% of our common shares, 100% of our Series A preferred shares, 97.6% of our Series B preferred shares and 5.4% of our Series C preferred shares, were held in the United States. As of the same date, we had 52 record holders of our equity shares in the United States.

      Upon this offering, all of the Series A preferred shares and Series B preferred shares will be converted into shares of our common stock.

      In this offering, Melody Share Corporation will convert all of the Series C preferred stock that it currently holds into common stock and sell them in the form of ADSs as a selling shareholder. In addition, each of Nokia Venture Partners II, L.P. and i-Hatch Ventures, L.P. is required to convert their Series C preferred stock into our common stock and sell them in the form of ADSs in this offering as a selling shareholder. As a result, none of our Series C preferred shares will remain outstanding after this offering.

99

RELATED PARTY TRANSACTIONS

Relationship with SK Telecom

      In June 2000, we were founded by several SK Telecom executives with initial capital contribution from SK Telecom and its affiliates, including Mr. Tae Won Chey, the chairman of the SK Business Group. As of the date of this prospectus, SK Telecom and its affiliates (including Mr. Tae Won Chey) beneficially owned 24.9% of our outstanding voting shares. As a member of the SK Business Group, we have certain disclosure requirements. Under the amended Fair Trade Act and the related regulations, which became effective as of April 1, 2005, although we are not a publicly-listed company in Korea, we are required to disclose material information regarding our shareholding structure, corporate governance, financial structure or business operations as we are affiliated with SK Business Group.

      Six of our executive officers, including our chief executive officer (who is also our representative director), executive vice president and three vice presidents for our core business divisions such as applications, music and the Asia-Pacific operation were formerly employed by SK Telecom. One of our other directors is currently employed by SK Telecom. See “Management — Executive Officers” and “Management — Board of Directors”. We interact extensively with SK Telecom in substantially all material areas of our business, including strategy and applications development.

      We have entered into several agreements with SK Telecom to provide SK Telecom with various carrier application services, music and other content, system sales and professional services. Under most of our carrier application services and content agreements, we earn our fees as a percentage of the monthly subscription charges or per-download charges collected by SK Telecom from its subscribers for the use of our application services and content. Under most of our systems sales and integration services agreements, SK Telecom pays us a fixed amount of one-time fees for our systems and integration services. Under most of our professional services, including WAP site and website agency services, we receive a fixed monthly service fee. Most of these agreements have a term of one year, subject to automatic renewal provisions. See “Business — Our services”.

      Certain of our ringback tone solutions, including two out of six ringback tone carrier application services that we currently provide, are based in part on certain intellectual property rights owned by SK Telecom. We license these rights from SK Telecom pursuant to a non-exclusive license agreement which was negotiated on an arm’s-length basis. The term of our license agreement is co-terminous with the terms of our carrier application service contracts for ringback tones, meaning that the license is in effect for so long as we are providing ringback tone carrier application service to other carriers. For this license, we pay SK Telecom either a percentage of our revenue based on the number of users (in a ringback tone carrier application service sale) or on the sales price of certain ringback tone servers (in a ringback tone system sale).

      In addition, our music-on-demand contract with SK Telecom provides that patent, copyright, know-how, and other intellectual property rights developed or created by us in the course of integrating the system and operating the music-on-demand service are assigned to SK Telecom. If we use any of SK Telecom’s patents, copyrights, know-hows, or other intellectual property rights in connection with providing music-on-demand solutions to carriers other than SK Telecom, we will be required to obtain consent from SK Telecom for our use of those rights and to make royalty payments to it. We are presently in discussions with SK Telecom regarding licensing relevant portions of its music-on-demand intellectual property to better enable us to provide music-on-demand service globally and expect to conclude an agreement in the near future.

      In the past, we leased our office space from SK Telecom under leasing agreements, all of which have expired or terminated.

100

Relationship with Mr. Tae Won Chey

      Mr. Tae Won Chey, the chairman of SK Corp., the holding company of SK Business Group and an affiliate of us and SK Telecom, beneficially owned, as of the date of this prospectus, 24.9% of our outstanding voting shares and 23.4% of our outstanding shares, including shares held by SK Telecom. Mr. Chey was one of our founders and from August 2000 to July 2003 served as our chief executive officer and representative director. Even after his resignation as our chief executive officer in July 2003, Mr. Chey maintained his position as our director until March 2004. In June 2003, Mr. Chey was sentenced by the Seoul District Court to a three-year imprisonment on charges of facilitating illicit stock trading and bookkeeping irregularities by SK Networks, to which he has appealed to the Seoul High Court.

      In June 2005, Mr. Chey was sentenced to three-years imprisonment and probation of five years (while the sentence was suspended) by the Seoul High Court. The prosecution and Mr. Chey have each appealed to the Supreme Court. Mr. Chey currently does not hold any executive position with us and we have no intention to nominate or appoint Mr. Chey as our director or executive officer or to employ him in any other capacity. Mr. Chey is one of the selling shareholders and, after this offering, his direct ownership will be reduced to 829,085 common shares, representing 4.4% of our total shares outstanding.

Divestiture Agreement

      Previously, Mr. Chey directly owned 5.6 million shares of our common stock, representing 47.0% of our total voting shares then outstanding. On October 8, 2004, Mr. Tae Won Chey entered into a divestiture agreement with us and certain of our shareholders to sell at least 3.1 million shares of our common stock. Subsequently, Mr. Chey sold 4.6 million shares of our common stock to SAIF Capital Limited, Nokia Venture Partners II, L.P. (and to its affiliate, NVP II Affiliates Fund, L.P.), i-Hatch WTC Holdings, LLC and WTC Investment, LLC (each an affiliate of i-Hatch Ventures, L.P.). In August 2005, we, SK Telecom, Mr. Tae Won Chey, Nokia Venture Partners, i-Hatch WTC Holdings, LLC, and General Atlantic Partners 64, L.P. entered into an amended and restated divestiture agreement. Pursuant to this amended divestiture agreement, SK Telecom possesses until December 2007 the right of first refusal to purchase all but not part of the securities, assets, property and any other rights or options that are to be transferred by us or such shareholders in connection with any transaction resulting in a change of ownership of (A) more than one half of our voting common shares, by means of (i) a merger, share exchange or consolidation, or (ii) the issuance, sale or transfer of securities or (B) substantially all of our consolidated assets, by means of a sale, transfer, lease, assignment, conveyance, exchange or other disposition of our assets. In addition, under the amended divestiture agreement, we or such shareholders may not take any action, waive any right or otherwise seek to complete or directly facilitate any transactions resulting in such change of control transaction. This amended divestiture agreement is not intended to restrict (i) the offer, issuance, sale or transfer of securities of us or other persons or (ii) the voting rights in respect of our equity securities, unless any such transaction or shareholder vote will result in a change of control.

Investor Rights Agreement

      An investor rights agreement, as amended and restated in December 2004 and further amended in August 2005, entered into among us, SK Telecom, Mr. Tae Won Chey, Nokia Venture Partners II, L.P., NVP II Affiliates Fund, L.P., i-Hatch WTC Holdings, LLC, SAIF Capital Limited, WTC Investment LLC and holders of Series B preferred shares sets forth the rights and obligations among such shareholders, most of which expire upon the closing of this offering.

Registration rights

      Under the investor rights agreement, we have granted certain registration rights to certain of our shareholders with respect to the common shares they own or, in the case of holders of the Series A and Series B preferred shares, will own upon conversion of such preferred shares. Upon request by holders of at least 35% of such shares, we are obligated to effect no more than two demand registrations in the

101

aggregate or no more than two shelf registrations per calendar year in accordance with the terms of the investor rights agreement. The shareholders that are party to this agreement (except SK Telecom) also have “piggyback” registration rights.

Right of first refusal and right of first offer

      With respect to the common shares sold by Mr. Tae Won Chey to SAIF Capital Limited, WTC Investment LLC and certain other shareholders holding Series A and Series B preferred shares, SK Telecom has a right of first offer or right of first refusal, as the case may be, to acquire such common shares before these shareholders offer to, or accept an offer from, third parties to purchase those common shares. Under the investor rights agreement, this right expires in April 2008.

Rights that expire upon the closing of this offering

      The investor rights agreement also provides for other rights and obligations. These rights include liquidation preference, redemption rights, conversion rights, inspection rights, board representation rights and management rights, all of which expire upon the closing of this offering.

Relationship with BlueRun Ventures

      In September 2004, BlueRun Ventures, one of our venture capital investors formerly known as Nokia Venture Partners, assigned its rights to two patent applications to us for US$1.00. These patent applications relate to the network integration of ringback tones, which both BlueRun Ventures and we agreed would be more useful for us to hold in conducting our business operations, and are pending in the U.S. Patent and Trademark Office and the World Intellectual Property Office. The invention, which is the subject of the patent applications, was made by Antti Kokkinen, our non-executive director, and was assigned by Mr. Kokkinen to BlueRun Ventures in September 2004.

Relationship with our shareholders in connection with the VSO exchange

      In connection with the exchange of VSOs into VSO cash rights, two of our shareholders, i-Hatch Ventures, L.P. and Nokia Venture Partners II, L.P., formed WT Investor Corp., a Delaware corporation, solely for the purpose of providing credit support to the loan obtained by Melody Share Corporation. In connection with this financial service, in August 2005, we issued 29,000 shares and 21,000 shares of our Series C preferred stock to Nokia Venture Partners II, L.P. and i-Hatch Ventures, L.P., respectively, at the purchase price of W9,520 (US$9.37 on the date of purchase) per share, or W0.5 billion (US$0.5 million using the prevailing exchange rate) in the aggregate. In this offering, each of Nokia Venture Partners and i-Hatch Ventures is required to convert their Series C preferred stock into our common stock and sell them in the form of ADSs in this offering as a selling shareholder.

Relationship with Melody Share Corporation

      In August 2005, Melody Share Corporation, a special purpose company established under the laws of the Cayman Islands and consolidated into our financial statements, purchased a total of 876,167 shares of our Series C preferred stock. However, we are required to hold the cash we received in escrow until the Series C preferred shares held by Melody Share Corporation are either converted in the process of this offering or redeemed in order to repay its loan in the event we do not complete this offering. However, the restrictions on the cash will lapse once Melody Share Corporation converts the Series C preferred shares it holds into common shares, sells them into this offering and repays its loan in full. On the same date, Melody Share Corporation entered into VSO Cash Right and KSO Cancellee Cash Right agreements with our VSO holders and certain of our KSO cancellees, respectively. Melody Share Corporation will sell all of the Series C preferred shares it holds in this offering after converting them into our common shares so that it will have funds available to make cash payments on specified future dates to our officers and employees under the VSO Cash Right and KSO Cancellee Cash Right agreements and to repay its loan.

102

      The loan that Melody Share Corporation obtained to purchase our Series C preferred stock was supported by a consortium of two of our shareholders, i-Hatch Ventures, L.P. and Nokia Venture Partners II, L.P., who agreed to purchase the Series C preferred stock that Melody Share Corporation pledged to its financial lender from such lender or Melody Share Corporation if Melody Share Corporation is unable to repay the loan in full and the lender is required to foreclose on the pledged shares.

      As consideration for this financial support, WT Investor Corp., which is also consolidated into our financial statements, is entitled to receive a facilitation fee from Melody Share Corporation in the aggregate amount of up to US$400,000 in the event that (i) an initial public offering has occurred and (ii) Melody Share Corporation has sufficient funds to pay such facilitation fee. In addition, we provided to Nokia Venture Partners II, L.P. and i-Hatch Ventures, L.P., each a shareholder of WT Investor Corp., an opportunity to increase their holdings in us by purchasing the Series C preferred shares at fair value in return for their participation in, and facilitation of, the VSO exchange. Accordingly, we issued to Nokia Venture Partners II, L.P. and i-Hatch Ventures, L.P 29,000 and 21,000 shares, respectively, of Series C preferred shares. These Series C preferred shares are redeemable at any time prior to the closing of this offering for a redemption price equal to the issue price plus a premium accrued at 10% per annum on the issue price. However, in connection with this offering, each of Nokia Venture Partners II, L.P. and i-Hatch Ventures, L.P. is required to convert its respective Series C preferred shares into our common stock and sell such common shares in the form of ADSs in this offering as a selling shareholder. As a result, we do not expect any of our Series C preferred shares to remain outstanding after this offering.

103

DESCRIPTION OF CAPITAL STOCK

      The section below provides summary information relating to the material terms of our capital stock and our articles of incorporation. It also includes a brief summary of certain provisions of the Korean Commercial Code and related laws of Korea, all as currently in effect.

General

      Our total authorized share capital is 42,000,000 shares, which consists of 30,000,000 common shares, 5,000,000 Series A preferred shares, 5,000,000 Series B preferred shares and 2,000,000 Series C preferred shares, each with a par value of W500 per share. Under our articles of incorporation, holders of the Series A preferred shares and holders of the Series B preferred shares are entitled to non-cumulative dividends equal to 30% of the par value of their shares, payable when and if declared by our board of directors and our shareholders at the general meetings of shareholders. In addition, under our articles of incorporation, holders of the Series C preferred shares have no voting rights and are entitled to non-cumulative dividends equal to 0.0000001% of the par value of their shares, payable when declared by our board of directors and our shareholders at the general meeting of shareholders. Holders of the Series A preferred shares, holders of the Series B preferred shares and holders of Series C preferred shares are entitled to receive dividends prior to the holders of common shares; provided, however, that the dividend priority of the Series A preferred shares and the Series B preferred shares shall be the same and provided further that the right to receive dividends on the Series C preferred shares are subordinated to the Series A and B preferred shares. In the event that our distributable profits are insufficient to cover the sum of the dividend preference amount of the holders of both the Series A preferred shares and the Series B preferred shares, then such distributable profits shall be allocated among the holders of the Series A preferred share and the Series B preferred share on a pro rata basis, after which, any remaining amount of such distributable profits shall be paid to the holders of the Series C preferred shares on a pro rata basis. After the payment of the preferential dividend to the holders of the preferred shares, with respect to any remaining amount of declared dividends, the holders of the preferred shares and common shares will have the right to receive such dividends on a pro rata basis. For purposes of dividends on the common shares issued upon conversion of the Series A, Series B and Series C preferred shares, it shall be deemed that such common shares were issued at the end of the immediately preceding fiscal year.

      On August 30, 2003, the number of our issued and outstanding shares (including preferred shares) increased as a result of a 10-for-1 stock split. As of December 31, 2004, 10,500,000 common shares, 1,428,570 Series A preferred shares and 2,052,479 Series B preferred shares were issued and outstanding. In addition, on August 11, 2005, we issued 926,167 share of Series C preferred shares, of which 867,167 were issued to Melody Share Corporation, which is consolidated into our financial statements. As we are required to consolidate Melody Share Corporation under FIN 46(R), only 50,000 shares are presented as issued and outstanding on our consolidated financial statements. All of the issued and outstanding shares are fully paid and non-assessable and are in registered form. We may issue additional common shares, Series A, Series B and Series C preferred shares without further shareholder approval pursuant to applicable requirements under our articles of incorporation and the Korean Commercial Code.

Dividends

      We may pay dividends to our shareholders in proportion to the number of shares owned by each shareholder. The common shares represented by the ADSs have the same dividend rights as our other common shares.

      We may declare dividends at the annual general meeting of shareholders which is held within three months after the end of each fiscal year. We pay the annual dividend shortly after the annual general meeting declaring such dividends. We may distribute the annual dividend in cash or in shares. However, a dividend in shares must be distributed at par value, and dividends in shares may not exceed one-half of the annual dividends.

104

      Under the Korean Commercial Code, we may pay an annual dividend only out of the excess of our net assets, on a non-consolidated basis, over the sum of (i) our stated capital, (ii) the total amount of our capital surplus reserve and legal reserve accumulated up to the end of the relevant dividend period and (iii) the legal reserve required under the Korean Commercial Code to be set aside for the annual dividend. Under the Korean Commercial Code, we may not pay an annual dividend unless we have set aside as legal reserve an amount equal to at least 10% of the cash portion of the annual dividend, or unless we have an accumulated legal reserve of not less than one-half of our stated capital. We may not use our legal reserves to pay cash dividends but may transfer amounts from our legal reserves to capital stock or use our legal reserves to reduce an accumulated deficit.

      We have no obligation to pay any dividend unclaimed for five years from the dividend payment date.

      Since our inception, we have not declared or paid any dividends on our common shares or preferred shares. Any decision to pay dividends on common shares in the future will be subject to a number of factors, including cash requirements for future capital expenditures and investments, and other factors our board of directors may deem relevant. We have no intention to pay dividends in the near future.

Distribution of free shares

      In addition to paying dividends in shares out of our retained or current earnings, we may also distribute to our shareholders an amount transferred from our capital surplus or legal reserve to our stated capital in the form of bonus shares issued free of charge, or free shares. We must distribute such free shares to all our shareholders in proportion to their existing shareholdings. Since our inception, we have not distributed any free shares. We have no intention to make such distribution in the near future.

Preemptive rights and issuance of additional shares

      We may issue authorized shares at the times in accordance with our articles of incorporation and the Korean Commercial Code, on such terms as our board of directors may determine, provided that, in relation to a transaction involving our shares or securities, including issuance of new shares or securities, with a “specially related person” as defined in the Fair Trade Act, such as Mr. Tae Won Chey, SK Telecom or any other member of the SK Business Group, which qualifies as a large-scale intra-group transaction under the Fair Trade Act, we must have our board of directors approve such transaction prior to such issuance and make public notice of our intention to undertake such transactions. We must offer new shares on uniform terms, on a pro rata basis (assuming Series A and B preferred shares are fully converted), to all shareholders listed on our shareholders’ register as of the relevant record date.

      Notwithstanding the preemptive rights of shareholders, we may issue new shares to third parties other than the existing shareholders by a resolution adopted at the meeting of the board of directors in the following cases:

•  up to 2,120,000 shares of our common shares (inclusive of options or warrants therefore), taking into account share splits, share dividends or other similar event, issued to (i) our employees, officers, directors, contractors, advisors or consultants or a legal entity of which we have at least 50% of shares or equity holdings, or (ii) a legal entity, a partnership or an entity for the benefit of such employees, officers, directors, contractors, advisors or consultants of us or a legal entity of which we have at least 50% of shares or equity holdings pursuant to incentive agreements or incentive plans approved by our board of directors or our shareholders, as the case may be;

•  any shares or share-related securities issued in connection with any stock split, dividend distribution in shares or other similar event in which the existing shareholders are entitled to participate pro rata;

•  any shares or share-related securities issued upon the exercise, conversion or exchange of any outstanding convertible securities, options (including the 2,120,000 shares mentioned above in connection with bona fide employment-related share purchase or option plans) or warrants;

105

•  any shares or share-related securities issued pursuant to (i) the acquisition of another corporation or entity by us or any of our subsidiaries by consolidation, merger, purchase of assets or businesses; provided, however, that should such transaction involve an affiliate (as defined in Section 4.6 of the First Amended and Restated Preferred Stock Investors Rights Agreement) of SK Telecom, such transaction must be approved by a majority of the members of the board of directors, or (ii) any other reorganization approved in accordance with Section 6.4(b) of the First Amended and Restated Preferred Stock Investors Rights Agreement; and

•  any shares issued pursuant to a the listing of our common stock, or depository receipts representing our common stock, on the New York Stock Exchange, the NASDAQ stock market or any other “national securities exchange” which is registered pursuant to Section 6 of the Securities Exchange Act of 1934, as amended.

      We must give public notice of preemptive rights regarding new shares and their transferability at least two weeks before the relevant record date. We will notify the shareholders who are entitled to subscribe for newly issued shares of the deadline for subscription at least two weeks prior to such deadline. If a shareholder fails to subscribe by the deadline, the shareholder’s preemptive rights lapse. Our board of directors may determine how to distribute fractional shares or shares for which preemptive rights have not been exercised.

      In the case of ADS holders, the depositary will be treated as the shareholder entitled to preemptive rights.

General meeting of shareholders

      We hold the annual general meeting of shareholders within three months after the end of each fiscal year. Subject to a board resolution or court approval, we may hold an extraordinary general meeting of shareholders:

•  as necessary, or

•  at the request of shareholders holding an aggregate of 3% or more of our outstanding shares.

      We must give shareholders written notice or electronic mail setting out the date, place and agenda of the meeting at least two weeks prior to the general meeting of shareholders. The agenda of the general meeting of shareholders is determined at the meeting of the board of directors. In addition, a shareholder holding an aggregate of 3% or more of the outstanding shares may propose an agenda for the general meeting of shareholders. Such proposal should be made in writing at least six weeks prior to the meeting. The board of directors may decline such proposal if it is in violation of the relevant law and regulations or our articles of incorporation. Shareholders not on the shareholders’ register as of the record date are not entitled to receive notice of the general meeting of shareholders or attend or vote at the meeting. Holders of voting preferred shares are also entitled to receive notice of or vote at general meeting of shareholders.

      Our shareholders’ meetings are held at our head office or at any nearby area.

Voting rights

      Holders of our common shares and Series A and Series B preferred shares are entitled to one vote for each share. However, common shares held by us (i.e., treasury shares) or by any corporate entity in which we have, directly or indirectly, greater than a 10% interest, do not have voting rights. Unless the articles of incorporation explicitly state otherwise, the Korean Commercial Code permits cumulative voting pursuant to which each common share entitles the holder thereof to multiple voting rights equal to the number of directors to be elected at such time. A holder of common shares may exercise all voting rights with respect to his or her shares cumulatively to elect one director.

      Our shareholders may adopt resolutions at a general meeting by an affirmative majority vote of the voting shares present or represented at the meeting, where the affirmative votes also represent at least one-third of our total voting shares then issued and outstanding. However, under the Korean Commercial Code

106

and our articles of incorporation, the following matters require approval by the holders of at least two-thirds of the voting shares present or represented at the meeting, where the affirmative votes also represent at least one-third of our total voting shares then issued and outstanding:

•  amending our articles of incorporation,

•  removing a director,

•  effecting a capital reduction,

•  effecting any dissolution, merger or consolidation with respect to us,

•  transferring all or any significant part of our business,

•  acquiring all of the business of any other company or a part of the business of any other company having a material effect on our business,

•  issuing new shares at a price below the par value, or

•  any other matters for which such resolution is required under relevant law and regulations.

      In the case of amendments to our articles of incorporation, any merger or consolidation, capital reductions or in some other cases that affect the rights or interests of the voting preferred shares, approval of the holders of such class of shares is required. We must obtain the approval, by a resolution, of holders of at least two-thirds of the voting preferred shares present or represented at a class meeting of the holders of such class of shares, where the affirmative votes also represent at least one-third of the total issued and outstanding shares of such class.

      Shareholders may exercise their voting rights by proxy. Under our articles of incorporation, the person exercising the proxy does not have to be a shareholder. A person with a proxy must present a document evidencing its power of attorney in order to exercise voting rights.

      Holders of ADSs will effectively exercise their voting rights through the ADS depositary. Subject to the provisions of the deposit agreement, holders of ADSs will be entitled to instruct the depositary how to vote the common shares underlying their ADSs.

Rights of dissenting shareholders

      In some limited circumstances, including the transfer of all or any significant part of our business and our merger or consolidation with another company, dissenting shareholders have the right to require us to purchase their shares. To exercise this right, shareholders must submit to us a written notice of their intention to dissent before the applicable general meeting of shareholders. Within 20 days after the relevant resolution is passed, the dissenting shareholders must request to us in writing to purchase their shares. We are obligated to purchase the shares of dissenting shareholders within two months after receiving such request. The purchase price for the shares is required to be determined through negotiations between the dissenting shareholders and us. If an agreement is not attained within 30 days since the receipt of the request, we or the shareholder requesting the purchase of shares may request the court to determine the purchase price. Holders of ADSs will not be able to exercise dissenter’s rights unless they withdraw the underlying common shares and become our direct shareholders.

Register of shareholders and record dates

      Our transfer agent, Hana Bank, maintains the register of our shareholders at its office in Seoul, Korea. It registers transfers of shares on the register of shareholders on presentation of the share certificates.

      The record date for annual dividends is December 31 of each year. For the purpose of determining shareholders entitled to annual dividends, the register of shareholders may be closed for 60 days from January 1 of each year. Further, for the purpose of determining the shareholders entitled to some other rights pertaining to the shares, we may, on at least two weeks public notice, set a record date and/or close

107

the register of shareholders for not more than one month. The trading of shares and the delivery of share certificates may continue while the register of shareholders is closed.

Annual report

      At least one week before the annual general meeting of shareholders, we must make our annual report and audited non-consolidated financial statements available for inspection at our principal office and at all of our branch offices. In addition, copies of annual reports, the audited financial statements and any resolutions adopted at the general meeting of shareholders will be available to our shareholders.

Transfer of shares

      Under the Korean Commercial Code, the transfer of shares is effected by delivery of share certificates. However, to assert shareholders’ rights against us, the transferee must have his name and address registered on our shareholders registry. For this purpose, a shareholder is required to file his name, address and seal or specimen signature with our transfer agent. A non-Korean shareholder may file a specimen signature in place of a seal, unless he is a citizen of a country with a sealing system similar to that of Korea. In addition, a non-resident shareholder must appoint an agent authorized to receive notices on his or her behalf in Korea and file a mailing address in Korea. The above requirement does not apply to the holders of ADSs.

      Under current Korean regulations, Korean securities companies and banks, including licensed branches of non-Korean securities companies and banks, investment trust companies, futures trading companies, internationally recognized foreign custodians and the Korea Securities Depository may act as agents and provide related services for non-resident foreign shareholders. Certain foreign exchange controls and securities regulations apply to the transfer of shares by non-residents or non-Koreans. See “Korean Foreign Exchange Controls and Securities Regulations”.

      Our transfer agent is Hana Bank, located at 101-1, Euljiro 1-ga, Jung-gu, Seoul, Korea.

Acquisition of our shares

      We may not acquire our own common shares except in limited circumstances, such as reduction of capital and acquisition of our own common shares for the purpose of granting stock options to our officers and employees. Under the Korean Commercial Code, except in the case of a capital reduction (in which case we must retire the common shares immediately), we must resell any common shares acquired by us to a third party (including to a stock option holder who exercised his or her stock option) within a reasonable time. Corporate entities in which we own a 50% or greater equity interest may not acquire our common shares.

      Except for the procedural requirements which obligate a non-citizen or non-residents of Korea to file a report to the relevant government authority of Korea at the time of acquisition or transfer of the Company’s shares, no provision exists which limits the rights to own our shares or exercise voting rights on our shares due to their status as a non-resident or non-Korean under our articles of incorporation and the applicable Korean laws.

Liquidation rights

      In the event of our liquidation, after payment of all debts, liquidation expenses and taxes, our remaining assets will be distributed among shareholders in proportion to their shareholdings, provided that, under our articles of incorporation, upon our liquidation or dissolution, the holders of Series A and Series B preferred shares shall be entitled to be preferentially paid certain amounts. The liquidation priority of the Series A and Series B preferred shares shall be pari passu.

108

DESCRIPTION OF AMERICAN DEPOSITARY SHARES

American Depositary Receipts

      JPMorgan Chase Bank, N.A., as depositary will issue the ADSs which you will be entitled to receive in the Offering. Each ADS will represent an ownership interest in one common share and we will deposit the number of common shares underlying the ADSs with the custodian, as agent of the depositary, under the deposit agreement among ourselves, the depositary and yourself as an ADR holder. In the future, each ADS will also represent any securities, cash or other property deposited with the depositary but which they have not distributed directly to you. Unless specifically requested by you, all ADSs will be issued on the books of our depositary in book-entry form and periodic statements will be mailed to you which reflect your ownership interest in such ADSs. In our description, references to American depositary receipts or ADRs shall include the statements you will receive which reflects your ownership of ADSs.

      The depositary’s office is located at 4 New York Plaza, New York, NY 10004.

      You may hold ADSs either directly or indirectly through your broker or other financial institution. If you hold ADSs directly, by having an ADS registered in your name on the books of the depositary, you are an ADR holder. This description assumes you hold your ADSs directly. If you hold the ADSs through your broker or financial institution nominee, you must rely on the procedures of such broker or financial institution to assert the rights of an ADR holder described in this section. You should consult with your broker or financial institution to find out what those procedures are.

      Because the depositary’s nominee will actually be the registered owner of the shares, you must rely on it to exercise the rights of a shareholder on your behalf. The obligations of the depositary and its agents are set out in the deposit agreement. The deposit agreement and the ADSs are governed by New York law.

      The following is a summary of the material terms of the deposit agreement. Because it is a summary, it does not contain all the information that may be important to you. For more complete information, you should read the entire deposit agreement and the form of ADR which contains the terms of your ADSs. You can read a copy of the deposit agreement which is filed as an exhibit to the registration statement of which this prospectus forms a part. You may also obtain a copy of the deposit agreement at the SEC’s Public Reference Room which is located at Room 1580, 100 F Street, N.E., Washington, D.C. 20549. You may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-732-0330.

Share dividends and other distributions

How will I receive dividends and other distributions on the shares underlying my ADSs?

      We may make various types of distributions with respect to our securities. The depositary has agreed to pay to you the cash dividends or other distributions it or the custodian receives on shares or other deposited securities, after deducting its expenses. You will receive these distributions in proportion to the number of underlying securities that your ADSs represent.

      Except as stated below, to the extent the depositary is legally permitted it will deliver such distributions to ADR holders in proportion to their interests in the following manner:

•  Cash. The depositary will distribute any U.S. dollars available to it resulting from a cash dividend or other cash distribution or the net proceeds of sales of any other distribution or portion thereof (to the extent applicable), on an averaged or other practicable basis, subject to (i) appropriate adjustments for taxes withheld, (ii) such distribution being impermissible or impracticable with respect to certain registered holders, and (iii) deduction of the depositary’s expenses in (1) converting any foreign currency to U.S. dollars to the extent that it determines that such conversion may be made on a reasonable basis, (2) transferring foreign currency or U.S. dollars to the United States by such means as the Depositary may determine to the extent that it determines

109

	that such transfer may be made on a reasonable basis, (3) obtaining any approval or license of any governmental authority required for such conversion or transfer, which is obtainable at a reasonable cost and within a reasonable time and (4) making any sale by public or private means in any commercially reasonable manner. If exchange rates fluctuate during a time when the depositary cannot convert a foreign currency, you may lose some or all of the value of the distribution.
•	Shares. In the case of a distribution in shares, the depositary will issue additional ADRs to evidence the number of ADSs representing such shares. Only whole ADSs will be issued. Any shares which would result in fractional ADSs will be sold and the net proceeds will be distributed in the same manner as cash to the ADR holders entitled thereto.
•	Rights to receive additional shares. In the case of a distribution of rights to subscribe for additional shares or other rights, if we provide satisfactory evidence that the depositary may lawfully distribute such rights, the depositary will distribute warrants or other instruments representing such rights. However, if we do not furnish such evidence, the depositary may:

•  sell such rights if practicable and distribute the net proceeds as cash; or

•  if it is not practicable to sell such rights, do nothing and allow such rights to lapse, in which case ADR holders will receive nothing.

We have no obligation to file a registration statement under the Securities Act in order to make any rights available to ADR holders.

•  Other Distributions. In the case of a distribution of securities or property other than those described above, the depositary may either (i) distribute such securities or property in any manner it deems equitable and practicable or (ii) to the extent the depositary deems distribution of such securities or property not to be equitable and practicable, sell such securities or property and distribute any net proceeds in the same way it distributes cash.

      If the depositary determined that any distribution described above is not practicable with respect to any specific ADR holder, the depositary may choose any practicable method of distribution for such ADR holder, including the distribution of foreign currency, securities or property, or it may retain such items, without paying interest on or investing them, on behalf of the ADR holder as deposited securities, in which case the ADSs will also represent the retained items.

      Any U.S. dollars will be distributed by checks drawn on a bank in the United States for whole dollars and cents. Fractional cents will be withheld without liability for interest thereon and dealt with by the depositary in accordance with its then current practices.

      The depositary is not responsible if it decides that it is unlawful or impractical to make a distribution available to any ADR holders.

      There can be no assurances that the depositary will be able to convert any currency at a specified exchange rate or sell any property, rights, shares or other securities at a specified price, nor that any of such transactions can be completed within a specified time period.

Deposit, withdrawal and cancellation

How does the depositary issue ADSs?

      The depositary will issue ADSs if you or your broker deposit shares or evidence of rights to receive shares with the custodian. In the case of the ADSs to be issued under this prospectus, we will arrange with the underwriters named herein to deposit such shares.

      Shares deposited in the future with the custodian must be accompanied by certain delivery documentation, including instruments showing that such shares have been properly transferred or endorsed to the person on whose behalf the deposit is being made.

110

      The custodian will hold all deposited shares (including those being deposited by or on our behalf in connection with the offering to which this prospectus relates) for the account of the depositary. ADR holders thus have no direct ownership interest in the shares and only have such rights as are contained in the deposit agreement. The custodian will also hold any additional securities, property and cash received on or in substitution for the deposited shares. The deposited shares and any such additional items are referred to as “deposited securities”.

      Upon each deposit of shares, receipt of related delivery documentation and compliance with the other provisions of the deposit agreement, including the payment of the fees and charges of the depositary and any taxes or other fees or charges owing, the depositary will issue an ADR or ADRs in the name or upon the order of the person entitled thereto evidencing the number of ADSs to which such person is entitled. All of the ADSs issued will, unless specifically requested to the contrary, be part of the depositary’s direct registration system, and a registered holder will receive periodic statements from the depositary which will show the number of ADSs registered in such holder’s name. An ADR holder can request that the ADSs not be held through the depositary’s direct registration system and that a certificated ADR be issued.

      In order to enable the depositary to accept the deposit of additional shares and issue ADSs representing such securities in respect thereof, upon expiry of the lock-up period described in “Underwriting”, we intend to provide consent to the depositary to enable deposits into the ADS facility of additional common shares provided that such deposit(s) will not violate our articles of incorporation or applicable Korean law. The number of ADSs shall be automatically adjusted to give effect to any securities deposited by us in connection with any of the following: (x) offerings of rights to acquire additional ADSs, (y) share dividends and other free distributions of shares, and (z) a subdivision of shares, if any, and may be increased as we may determine from time to time.

How do ADR holders cancel an ADS and obtain deposited securities?

      When you turn in your ADSs at the depositary’s office, or when you provide proper instructions and documentation in the case of direct registration ADSs, the depositary will, upon payment of certain applicable fees, charges and taxes, deliver the underlying shares at the custodian’s office or effect delivery by such other means as the depositary deems practicable, including transfer to an account of an accredited financial institution on your behalf. At your risk, expense and request, the depositary may deliver deposited securities at such other place as you may request.

      The depositary may only restrict the withdrawal of deposited securities in connection with:

•  temporary delays caused by closing our transfer books or those of the depositary or the deposit of shares in connection with voting at a shareholders’ meeting, or the payment of dividends;

•  the payment of fees, taxes and similar charges; or

•  compliance with any U.S. or foreign laws or governmental regulations relating to the ADRs or to the withdrawal of deposited securities.

      This right of withdrawal may not be limited by any other provision of the deposit agreement.

Record dates

      The depositary may fix record dates (which, in the case of a dividend, distribution or delivery of rights, will be as close as practicable to the corresponding record date of the common shares) for the determination of the ADR holders who will be entitled (or obligated, as the case may be):

•  to receive a dividend, distribution or rights,

•  to give instructions for the exercise of voting rights at a meeting of holders of common shares or other deposited securities,

111

•  for the determination of the registered holders who shall be responsible for the fee assessed by the depositary for administration of the ADR program and for any expenses as provided for in the ADR, or

•  to receive any notice or to act in respect of other matters,

all subject to the provisions of the deposit agreement.

Voting rights

How do I vote?

      If you are an ADR holder and the depositary asks you to provide it with voting instructions, you may instruct the depositary how to exercise the voting rights for the shares which underlie your ADSs. After receiving voting materials from us, the depositary will notify the ADR holders of any shareholder meeting or solicitation of consents or proxies. This notice will state such information as it is contained in the voting materials and describe how you may instruct the depositary to exercise the voting rights for the shares which underlie your ADSs and will include instructions for giving a discretionary proxy to a person designated by us. For instructions to be valid, the depositary must receive them in the manner and on or before the date specified. The depositary will try, as far as is practical, subject to the provisions of and governing the underlying shares or other deposited securities, to vote or to have its agents vote the shares or other deposited securities as you instruct. To the extent you do not provide the depositary with voting instructions, at our request and subject to applicable law, the shares represented by your ADSs may be counted for the purposes of satisfying applicable quorum requirements; provided that the registered holders and beneficial owners of ADSs have been given at least 30 days to provide the depositary with voting instructions; and provided further that the shares shall not be so counted with respect to any matter as to which we inform the depositary or the depositary reasonably believes that (x) substantial opposition exists or (y) materially affects the rights of holders of shares. For purposes hereof, by way of example and not limitation, by holding an ADR or an interest therein, you will be agreeing that routine matters, such as appointing auditors and directors (except where a competing director or slate of directors is proposed), and resolutions to approve the public offering or private placement of de minimis amounts of securities (i.e. issuances of shares which, based on the number of shares issued and outstanding prior to giving effect to such issuance, represents less than 10% of the then outstanding shares), would not materially affect the rights of holders of shares. The depositary will only vote or attempt to vote as you instruct. The depositary will not itself exercise any voting discretion. Furthermore, neither the depositary nor its agents are responsible for any failure to carry out any voting instructions, for the manner in which any vote is cast or for the effect of any vote.

      There is no guarantee that you will receive voting materials in time to instruct the depositary to vote and it is possible that you, or persons who hold their ADSs through brokers, dealers or other third parties, will not have the opportunity to exercise a right to vote.

Reports and other communications

Will I be able to view our reports?

      The depositary will make available for inspection by ADR holders any written communications from us which are both received by the custodian or its nominee as a holder of deposited securities and made generally available to the holders of deposited securities. We will furnish these communications in English when so required by any rules or regulations of the Securities and Exchange Commission.

      Additionally, if we make any written communications generally available to holders of our shares, including the depositary or the custodian, and we request the depositary to provide them to ADR holders, the depositary will mail copies of them, or, at its option, English translations or summaries of them to ADR holders.

112

Fees and expenses

What fees and expenses will I be responsible for paying?

      ADR holders will be charged a fee for each issuance of ADSs, including issuances resulting from distributions of shares, rights and other property, and for each surrender of ADSs in exchange for deposited securities. The fee in each case is US$5.00 for each 100 ADSs (or any portion thereof) issued or surrendered.

      The following additional charges shall be incurred by the ADR holders, by any party depositing or withdrawing shares or by any party surrendering ADRs or to whom ADRs are issued (including, without limitation, issuance pursuant to a stock dividend or stock split declared by us or an exchange of stock regarding the ADRs or the deposited securities or a distribution of ADRs), whichever is applicable:

•  to the extent not prohibited by the rules of any stock exchange or interdealer quotation system upon which the ADSs are traded, a fee of US$1.50 per ADR or ADRs for transfers of certificated or direct registration ADRs;

•  a fee of US$0.02 or less per ADS (or portion thereof) for any cash distribution made pursuant to the Deposit Agreement;

•  a fee of US$0.02 per ADS (or portion thereof) per year to cover such expenses as are incurred, and for services performed, by the depositary in administering our ADR program (which fee shall be assessed against holders of ADRs as of the record date set by the depositary not more than once each calendar year and shall be payable in the manner described in the next succeeding provision);

•  any other charge payable by any of the depositary, any of the depositary’s agents, including, without limitation, the custodian, or the agents of the depositary’s agents, in connection with the servicing of our shares or other deposited securities (which charge shall be assessed against registered holders of our ADRs as of the record date or dates set by the depositary and shall be payable at the sole discretion of the depositary by billing such registered holders or by deducting such charge from one or more cash dividends or other cash distributions);

•  a fee for the distribution of securities (or the sale of securities in connection with a distribution), such fee being in an amount equal to the fee for the execution and delivery of ADSs which would have been charged as a result of the deposit of such securities (treating all such securities as if they were shares) but which securities or the net cash proceeds from the sale thereof are instead distributed by the depositary to those holders entitled thereto;

•  stock transfer or other taxes and other governmental charges;

•  cable, telex and facsimile transmission and delivery charges incurred at your request;

•  transfer or registration fees for the registration of transfer of deposited securities on any applicable register, or the books of a CSD, in connection with the deposit or withdrawal of deposited securities;

•  expenses of the depositary in connection with the conversion of foreign currency into U.S. dollars; and

•  such fees and expenses as are incurred by the depositary (including without limitation expenses incurred in connection with compliance with foreign exchange control regulations or any law or regulation relating to foreign investment) in delivery of deposited securities or otherwise in connection with the depositary’s or its custodian’s compliance with applicable law, rule or regulation.

      We will pay all other charges and expenses of the depositary and any agent of the depositary (except the custodian) pursuant to agreements from time to time between us and the depositary. The fees described above may be amended from time to time.

113

Payment of taxes

      Before making any distribution or other payment on any deposited securities, we will be required to make such deductions (if any) which, by the laws of Korea, we are required to make in respect of any income, capital gains or other taxes and we may also deduct the amount of any tax or governmental charges payable by us or for which we might be made liable in respect of such distribution or other payment or any document signed in connection therewith. In making such deductions, neither we nor the depositary shall have any obligation to any ADR holder to apply a rate under any treaty or other arrangement between Korea and the country within which such ADR holder is resident unless such ADR holder has timely provided to us evidence of its residency that is accepted by the relevant tax authorities of Korea. By holding an ADR or a interest therein, you will be agreeing to indemnify each of us, the depositary, the custodian and all of each of our respective directors, employees, agents and affiliates against, and hold each harmless from, any claims by any governmental authority with respect to penalties or interest arising out of any reduced rate of withholding, at source, or other tax benefit obtained.

      ADR holders must pay any tax or other governmental charge payable by the custodian or the depositary on any ADS or ADR, deposited security or distribution. If an ADR holder owes any tax or other governmental charge, the depositary may (i) deduct the amount thereof from any cash distributions, or (ii) sell deposited securities and deduct the amount owing from the net proceeds of such sale. In either case the ADR holder remains liable for any shortfall. Additionally, if any tax or governmental charge is unpaid, the depositary may also refuse to effect any registration, registration of transfer, split-up or combination of deposited securities or withdrawal of deposited securities (except under limited circumstances mandated by securities regulations). If any tax or governmental charge is required to be withheld on any non-cash distribution, the depositary may sell the distributed property or securities to pay such taxes and distribute any remaining net proceeds to the ADR holders entitled thereto.

      By holding an ADR or an interest therein, you will be agreeing to indemnify us, the depositary, its custodian and any of our or their respective directors, employees, agents and affiliates against, and hold each of them harmless from, any claims by any governmental authority with respect to taxes, additions to tax, penalties or interest arising out of any refund of taxes, reduced rate of withholding at source or other tax benefit obtained.

Reclassifications, recapitalizations and mergers

      If we take certain actions that affect the deposited securities, including (i) any change in par value, split-up, consolidation, cancellation or other reclassification of deposited securities or (ii) any recapitalization, reorganization, merger, consolidation, liquidation, receivership, bankruptcy or sale of all or substantially all of our assets, then the depositary may choose to:

•  amend the form of ADR;

•  distribute additional or amended ADRs;

•  distribute cash, securities or other property it has received in connection with such actions;

•  sell any securities or property received and distribute the proceeds as cash; or

•  none of the above.

      If the depositary does not choose any of the above options, any of the cash, securities or other property it receives will constitute part of the deposited securities and each ADS will then represent a proportionate interest in such property.

Amendment and termination

How may the deposit agreement be amended?

      We may agree with the depositary to amend the deposit agreement and the ADSs without your consent for any reason. ADR holders must be given at least 30 days notice of any amendment that

114

imposes or increases any fees or charges (other than stock transfer or other taxes and other governmental charges, transfer or registration fees, cable, telex or facsimile transmission costs, delivery costs or other such expenses), or prejudices any substantial existing right of ADR holders. If an ADR holder continues to hold an ADR or ADRs after being so notified, such ADR holder is deemed to agree to such amendment. Notwithstanding the foregoing, if any governmental body or regulatory body should adopt new laws, rules or regulations which would require amendment or supplement of the deposit agreement or the form of ADR to ensure compliance therewith, we and the depositary may amend or supplement the deposit agreement and the ADR at any time in accordance with such changed laws, rules or regulations, which amendment or supplement may take effect before a notice is given or you otherwise receive notice. No amendment, however, will impair your right to surrender your ADSs and receive the underlying securities.

How may the deposit agreement be terminated?

      The depositary may terminate the deposit agreement by giving the ADR holders at least 30 days prior notice, and it must do so at our request. The deposit agreement will be terminated on the removal of the depositary for any reason. After termination, the depositary’s only responsibility will be (i) to deliver deposited securities to ADR holders who surrender their ADRs and (ii) to hold or sell distributions received on deposited securities. As soon as practicable after the expiration of six months from the termination date, the depositary will sell the deposited securities which remain and hold the net proceeds of such sales, without liability for interest, in trust for the ADR holders who have not yet surrendered their ADRs. After making such sale, the depositary shall have no obligations except to account for such proceeds and other cash. The depositary will not be required to invest such proceeds or pay interest on them.

Limitations on obligations and liability to ADR holders

Limits on our obligations and the obligations of the depositary; limits on liability to ADR holders and holders of ADSs

      Prior to the issue, registration, registration of transfer, split-up, combination, or cancellation of any ADRs, or the delivery of any distribution in respect thereof, the depositary and its custodian may require you to pay, provide or deliver:

•  payment with respect thereto of (i) any stock transfer or other tax or other governmental charge, (ii) any stock transfer or registration fees in effect for the registration of transfers of shares or other deposited securities upon any applicable register and (iii) any applicable fees and expenses described in the ADR;

•  the production of proof satisfactory to it of (i) the identity of any signatory and genuineness of any signature and (ii) such other information, including without limitation, information as to citizenship, residence, exchange control approval, beneficial ownership of any securities, payment of applicable Korean or other taxes or governmental charges, or legal or beneficial ownership and the nature of such interest, information relating to the registration of the shares on the books maintained by or on our behalf for the transfer and registration of shares) or the books of the CSD of the shares presented for deposit, compliance with applicable law, regulations, provisions of or governing deposited securities and terms of the deposit agreement and the ADR, as it may deem necessary or proper; and

•  compliance with such regulations as the depositary may establish consistent with the deposit agreement.

      Additionally, as a condition of accepting shares for deposit, the depositary may require that the person making such deposit furnish evidence satisfactory to it that any necessary approvals have been waived or granted by any governmental or quasi-governmental body or agency in Korea, including, without limitation, any such body which is then performing the function of regulation of currency exchange.

115

      The deposit agreement expressly limits the obligations and liability of the depositary, ourselves and our respective agents. Neither we nor the depositary nor any such agent will be liable if:

•  present or future law, rule or regulation of the United States, Korea any other country, or of any governmental or regulatory authority or securities exchange or market or automated quotation system, the provisions of or governing any deposited securities, any present or future provision of our charter, any act of God, war, terrorism or other circumstance beyond its control shall prevent, delay or subject to any civil or criminal penalty any act which the deposit agreement or the ADRs provides shall be done or performed by it or them (including, without limitation, voting);

•  it exercises or fails to exercise discretion under the deposit agreement or the ADR;

•  it performs its obligations without gross negligence or bad faith;

•  it takes any action or refrains from taking any action in reliance upon the advice of or information from legal counsel, accountants, any person presenting shares for deposit, any registered holder of ADRs, or any other person believed by it to be competent to give such advice or information; or

•  it relies upon any written notice, request, direction or other document believed by it to be genuine and to have been signed or presented by the proper party or parties.

      Neither the depositary nor its agents have any obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any deposited securities or the ADRs. We and our agents shall only be obligated to appear in, prosecute or defend any action, suit or other proceeding in respect of any deposited securities or the ADRs, which in our opinion may involve us in expense or liability, if indemnity satisfactory to us against all expense (including fees and disbursements of counsel) and liability is furnished as often as may be required. The depositary and its agents may fully respond to any and all demands or requests for information maintained by or on its behalf in connection with the deposit agreement, any registered holder or holders of ADRs, any ADSs or otherwise to the extent such information is requested or required by or pursuant to any lawful authority, including without limitation laws, rules, regulations, administrative or judicial process, banking, securities or other regulators.

      The depositary will not be responsible for failing to carry out instructions to vote the deposited securities or for the manner in which the deposited securities are voted or the effect of the vote. In no event shall the depositary or any of its agents be liable for any indirect, special, punitive or consequential damages.

      For the avoidance of doubt, the depositary shall have no responsibility whatsoever to us, any ADR holder or any other person with respect to any deficiency which might arise because the depositary is subject to any tax in respect of the shares or any part thereof or any income therefrom or any proceeds thereof.

      The depositary may own and deal in deposited securities and in ADSs.

Disclosure of interest in ADSs

      To the extent that the provisions of or governing any deposited securities may require disclosure of or impose limits on beneficial or other ownership of deposited securities, other shares and other securities and may provide for blocking transfer, voting or other rights to enforce such disclosure or limits, you agree to comply with all such disclosure requirements and ownership limitations and to comply with any reasonable instructions we may provide in respect thereof. We reserve the right to deliver your ADSs for cancellation and withdrawal of the deposited securities so as to permit us to deal with you directly as a holder of deposited securities and, by holding an ADS or an interest therein, you will be agreeing to comply with such instructions.

116

Requirements for depositary actions

      We, the depositary or the custodian may refuse to

•  issue, register or transfer an ADR or ADRs;

•  effect a split-up or combination of ADRs;

•  deliver distributions on any such ADRs; or

•  permit the withdrawal of deposited securities (unless the deposit agreement provides otherwise), until the following conditions have been met:

•  the holder has paid all taxes, governmental charges, and fees and expenses as required in the deposit agreement;

•  the holder has provided the depositary with any information it may deem necessary or proper, including, without limitation, proof of identity and the genuineness of any signature; and

•  the holder has complied with such regulations as the depositary may establish under the deposit agreement.

      The depositary may also suspend the issuance of ADSs, the deposit of shares, the registration, transfer, split-up or combination of ADRs, or the withdrawal of deposited securities (unless the deposit agreement provides otherwise), if the register for ADRs or any deposited securities is closed or the depositary decides it is advisable to do so.

Books of depositary

      The depositary or its agent will maintain a register for the registration, registration of transfer, combination and split-up of ADRs, which register shall include the depositary’s direct registration system. You may inspect such records at such office during regular business hours, but solely for the purpose of communicating with other holders in the interest of business matters relating to the deposit agreement. Such register may be closed from time to time, when deemed expedient by the depositary.

      The depositary will maintain facilities to record and process the issuance, cancellation, combination, split-up and transfer of ADRs. These facilities may be closed from time to time, to the extent not prohibited by law.

Pre-release of ADSs

      The depositary may issue ADSs prior to the deposit with the custodian of shares (or rights to receive shares from us or from any registrar, transfer agent or other entity recording share ownership or transactions). This is called a pre-release of the ADS. A pre-release is closed out as soon as the underlying shares (or rights to receive shares from us or from any registrar, transfer agent or other entity recording share ownership or transactions) are delivered to the depositary. The depositary may pre-release ADSs only if:

•  the depositary has received collateral for the full market value of the pre-released ADSs (marked to market daily); and

•  each recipient of pre-released ADSs agrees in writing that he or she

•  owns the underlying shares,

•  assigns all rights in such shares to the depositary,

•  holds such shares for the account of the depositary and

•  will deliver such shares to the custodian as soon as practicable, and promptly if the depositary so demands.

      In general, the number of pre-released ADSs will not evidence more than 30% (which percentage may be changed for purposes of general application with our prior consent) of all ADSs outstanding at any given time excluding those evidenced by pre-released ADSs. However, the depositary may change or

117

disregard such limit from time to time as it deems appropriate. The depositary may retain for its own account any earnings on collateral for pre-released ADSs and its charges for issuance thereof.

Appointment

      In the deposit agreement, each holder and each person holding an interest in ADSs, upon acceptance of any ADSs, or any interest therein, issued in accordance with the terms and conditions of the deposit agreement shall be deemed for all purposes to (a) be a party to and bound by the terms of the deposit agreement and the applicable ADR(s), and (b) appoint the depositary as its attorney-in-fact, with full power to delegate, to act on its behalf and to take any and all actions contemplated in the deposit agreement and the applicable ADR(s), to adopt any and all procedures necessary to comply with applicable law and to take such action as the depositary in its sole discretion may deem necessary or appropriate to carry out the purposes of the deposit agreement and the applicable ADR(s), the taking of such actions to be the conclusive determinant of the necessity and appropriateness thereof.

118

SHARES ELIGIBLE FOR FUTURE SALE

      Our common shares are not listed on any stock exchange. Prior to this offering, there has not been a public market for our common shares or our ADSs, and while we have applied to have our ADSs quoted on the NASDAQ, we cannot assure you that a significant public market for the ADSs will develop or be sustained after this offering. We do not expect that an active trading market will develop for our common shares not represented by the ADSs. Future sales of substantial amounts of our ADSs in the public markets after this offering, or the perception that such sales may occur, could adversely affect market prices prevailing from time to time. As described below, only a limited number of our common shares currently outstanding will be available for sale immediately after this offering due to contractual and legal restrictions on resale. Nevertheless, after these restrictions lapse, future sales of substantial amounts of our ADSs in the public market in the United States, or the possibility of such sales, could negatively affect the market price in the United States of our ADSs and our ability to raise equity capital in the future.

      Upon completion of this offering, we will have an aggregate of 18,907,216 common shares outstanding (based upon shares outstanding as of the date hereof, assuming no exercise of the underwriters’ over-allotment option). Of these shares, the common shares underlying the ADSs sold in this offering will be freely tradable without restriction under the Securities Act, except for any shares purchased by our “affiliates” as that term is defined in Rule 144 under the Securities Act, which generally includes directors, officers or shareholders who hold 10% or more of our outstanding shares of common stock. All or a portion of the 3,003,222 common shares outstanding immediately after this offering, representing 15.9% of the total outstanding common shares immediately after the offering (assuming no exercise of the underwriters’ over-allotment option), held by existing shareholders who are not our “affiliates” as that terms is defined in Rule 144 under the Securities Act, may be unrestricted and may be freely tradable without restriction under the Securities Act if acquired in an “offshore transaction” meeting the requirements of Regulation S under the U.S. Securities Act. The remaining shares held by existing shareholders (including those who are our “affiliates” as that term is defined in Rule 144 under the Securities Act) are restricted as that term is defined in Rule 144. Restricted securities may be sold in the public market in the United States only if they are registered or if they qualify for an exemption from registration under Rule 144, Rule 144(k) or Rule 701 under the Securities Act, which rules are summarized below, or if other exemptions from registration are available.

Eligibility of future sales of shares in the public market

	Shares eligible
Days after date of this prospectus	for sale		Comment
Upon completion of offering		168,880	common shares not subject to the 180-day lock-up currently held by our existing shareholders (except for common shares beneficially owned by our “affiliates” as such term is defined in Rule 144 under the Securities Act), which were acquired in an “offshore transaction” meeting the requirements of Regulation S under the Securities Act and thus are not “restricted securities” (as such term is defined in Rule 144 under the Securities Act) and are freely tradable outside the United States pursuant to Regulation S under the Securities Act or into the United States pursuant to Section 4(1) of the Securities Act

119

	Shares eligible
Days after date of this prospectus	for sale		Comment
		224,555	common shares not subject to the 180-day lock-up currently held by our existing shareholders, who are “U.S. persons” (as such term is defined in Regulation S under the Securities Act), which were acquired in transactions exempt from registration but are “restricted securities” as defined in Rule 144 and that become tradable only upon registration or pursuant to an exemption from registration, such as Rule 144 or Rule 144(k)
180 days		2,834,342	common shares subject to the 180-day lock-up currently held by our existing shareholders (except for common shares beneficially owned by our “affiliates” (as such term is defined in Rule 144 under the Securities Act)), which were acquired in an “offshore transaction” meeting the requirements of Regulation S under the Securities Act and thus are not “restricted securities” (as such term is defined in Rule 144 under the Securities Act) and are freely tradable outside the United States pursuant to Regulation S under the Securities Act or into the United States pursuant to Section 4(1) of the Securities Act after the expiration of the 180-day lock-up
Thereafter		11,679,439	common shares (i) owned by our existing shareholders who are “affiliates” as such term is defined in Rule 144 under the Securities Act, such as SK Telecom and Mr. Tae Won Chey, our directors and executive officers listed under “Management”, and Nokia Venture Partners II and its affiliates or (ii) owned by certain other existing shareholders, including i-Hatch Ventures, its affiliates and other holders of our Series B preferred shares, who are “U.S. persons” (as such term is defined in Regulation S under the Securities Act); all of which were acquired in transactions exempt from registration but are “restricted securities” as defined in Rule 144 and that become tradable only upon registration or pursuant to an exemption from registration, such as Rule 144 or Rule 144(k), after the expiration of the 180-day lock-up

120

	Shares eligible
Days after date of this prospectus	for sale		Comment
		225,500	common shares to be acquired by our employees who are not “U.S. persons” as such term is defined in Regulation S under the Securities Act and are not our “affiliates” as such term is defined in Rule 144 under the Securities Act, pursuant to the exercise by such employees of their vested employee stock options, which exercise we believe would qualify as an “offshore transaction” meeting the requirements of Regulation S under the Securities Act and thus common shares so acquired would not be “restricted securities” (as such term is defined in Rule 144 under the Securities Act) and are freely tradable outside the United States pursuant to Regulation S under the Securities Act or into the United States pursuant to Section 4(1) of the Securities Act, after the expiration of the 180-day lock-up
		1,227,126	common shares to be acquired by our employees who are “U.S. persons” (as such term is defined in Regulation S under the Securities Act) or who are our “affiliates” (as such term is defined in Rule 144 under the Securities Act), pursuant to the exercise by such employees of their vested employee stock options, and that become tradable only upon registration or pursuant to an exemption from registration, such as Rule 144 or Rule 144(k), after the expiration of the 180-day lock-up

Lock-up agreements

      In connection with this offering, we, all of our directors and officers, all of our selling shareholders and other shareholders and option holders, holding in the aggregate 97.4% of our outstanding common shares immediately after the offering (assuming no exercise of the underwriters’ over-allotment option), and our directors and executive officers have agreed, subject to specified exceptions, not to sell any of our common shares, ADSs or similar securities for 180 days after the date of this prospectus without the written consent of the underwriters. See “Underwriting”. However, the underwriters may release these securities from these restrictions at any time. We cannot predict what effect, if any, market sales of securities held by these shareholders or the availability of these securities for future sale will have on the market price of our ADS.

Rule 144

      The 11,903,994 common shares outstanding and owned by our “affiliates” as such term is defined in Rule 144 under the Securities Act, such as SK Telecom and Mr. Tae Won Chey, our directors and executive officers listed under “Management”, Nokia Venture Partners II and its affiliates and i-Hatch Ventures and its affiliates, or other shareholders who are “U.S. persons” (as such term is defined in Regulation S under the Securities Act), such as substantially all holders of our Series B preferred shares (all of which will be converted into our common shares upon completion of this offering), immediately after this offering are “restricted securities” as that term is defined in Rule 144 under the Securities Act. Restricted securities may be sold in the public market in the United States only if registered or if they qualify for an exemption from registration under Rules 144, 144(k) or 701 promulgated under the Securities Act, which rules are summarized below. In addition, restricted shares may be sold outside the United States pursuant to Regulation S.

121

      In general, under Rule 144 as currently in effect, beginning 90 days after the date of this prospectus, a person (or persons whose shares are aggregated) who has beneficially owned restricted common shares for at least one year, including a person who may be deemed our affiliate, would be entitled to sell within any three-month period a number of the common shares that does not exceed the greater of 1% of the number of the common shares then outstanding (which will equal approximately 189,072 common shares immediately after this offering, assuming no exercise by the underwriters of their over-allotment option) or the average weekly trading volume of the common shares, as represented by the ADSs on NASDAQ during the four calendar weeks preceding the filing of a Form 144 with respect to such sale. Sales under Rule 144 are also subject to certain manner of sale provisions and notice requirements and to the availability of current public information about us.

      Under 144(k), a person who:

•  is not deemed to have been our affiliate at any time during the three months preceding a sale,

•  beneficially owned the shares proposed to be sold for at least two years (including the holding period of any prior owner except an affiliate), and

•  is not an affiliate at the time of the sale,

is entitled to sell such shares without complying with the manner of sale, public information, volume limitation or notice provisions of Rule 144 under the Securities Act.

      In general, under Rule 701 of the Securities Act, any of our employees, directors, officers or consultants who purchase shares from us in connection with a compensatory stock or option plan or other written agreement before the effective date of this offering is entitled to sell these shares 90 days after the effective date of this offering in reliance on Rule 144 under the Securities Act. Rule 701 provides that affiliates may sell their Rule 701 shares under Rule 144 under the Securities Act without having to comply with the holding period requirements of Rule 144 under the Securities Act, and that non-affiliates may sell those shares in reliance on Rule 144 under the Securities Act without having to comply with the holding period, public information, volume limitation or notice filing requirements under Rule 144 under the Securities Act.

Stock option plans

      As of the date of this prospectus, options to purchase 1,452,626 shares of our common shares were outstanding. All of these common shares will be eligible for sale in the public market from time to time, subject to vesting provisions, in reliance upon Regulation S under the Securities Act in the case of stock options held by unaffiliated employees who are not “U.S. persons” as such term is defined in Regulation S under the Securities Act, or Rule 144 volume limitations applicable to our affiliates in the case of stock options held by affiliated employees or employees who are U.S. persons.

      In addition, our shareholders have authorized the issuance of 89,509 stock options as soon as practicable after the closing of this offering with an exercise price equal to the fair market value of our common shares.

122

KOREAN FOREIGN EXCHANGE CONTROLS AND SECURITIES REGULATIONS

General

      The Foreign Exchange Transaction Law and the Presidential Decree and regulations under such Law and Decree, or the Foreign Exchange Transaction Laws, regulate investment in Korean securities by non-residents and issuance of securities outside Korea by Korean companies. Under the Foreign Exchange Transaction Laws, non-residents may invest in Korean securities only to the extent specifically allowed by such laws or otherwise permitted by the Minister of Finance and Economy, or the MOFE. The Financial Supervisory Commission, or FSC, has also adopted, pursuant to its authority under the Korean Securities and Exchange Act, regulations that restrict investment by foreigners in Korean securities and regulate issuance of securities outside Korea by Korean companies.

      Under the Foreign Exchange Transaction Laws, (i) if the Korean government deems that it is inevitable due to the outbreak of natural calamities, wars, conflict of arms or grave and sudden changes in domestic or foreign economic circumstances or other situations equivalent thereto, the MOFE may temporarily suspend payment, receipt or the whole or part of transactions to which the Foreign Exchange Transaction Laws apply, or impose an obligation to safe-keep, deposit or sell means of payment in or to certain Korean governmental agencies or financial institutions; and (ii) if the Korean government deems that the international balance of payments and international finance are confronted or are likely to be confronted with serious difficulty or the movement of capital between Korea and abroad brings or is likely to bring on serious obstacles in carrying out currency policies, exchange rate policies and other macroeconomic policies, the MOFE may take measures to require any person who intends to perform capital transactions to obtain permission or to require any person who performs capital transactions to deposit part of the means of payment acquired in such transactions in certain Korean governmental agencies or financial institutions, in each case subject to certain limitations thereunder.

Filing with the Korean government in connection with the issuance of ADSs

      In order for us to issue common shares represented by ADSs in an amount exceeding $30 million, we are required to file a prior report of the issuance with the MOFE. No further Korean governmental approval is necessary for the initial offering and issuance of the ADSs.

      Under current Korean law and regulations, the depositary is required to obtain our prior consent for the number of common shares to be deposited in any given proposed deposit which exceeds the difference between (i) the aggregate number of common shares deposited by us for the issuance of ADSs (including deposits in connection with the initial and all subsequent offerings of ADSs and stock dividends or other distributions related to these ADSs), and (ii) the number of common shares on deposit with the depositary at the time of such proposed deposit. Upon expiry of the lock-up period described in “Underwriting”, we intend to provide consent to the depositary to enable deposits into the ADS facility of additional common shares provided that such deposit(s) will not violate our articles of incorporation or applicable Korean law.

      Furthermore, prior to making an investment of not less than W50,000,000 and 10% or more of the outstanding shares of a Korean company, foreign investors are generally required under the Foreign Investment Promotion Law to submit a report to a Korean bank (including a Korean branch of a foreign bank). Subsequent sales of such shares by foreign investors will also require a prior report to such Korean bank.

Certificates of the shares must be kept in custody with an eligible custodian

      Under Korean law, certificates evidencing shares of Korean companies must be kept in custody with an eligible custodian in Korea, which certificates may in turn be required to be deposited with the Korea Securities Depository, or KSD, if they are designated as being eligible for deposit with the KSD. Only the KSD, foreign exchange banks (including domestic branches of foreign banks), securities companies (including domestic branches of foreign securities companies), investment trust companies, futures trading

123

companies and internationally recognized foreign custodians are eligible to act as a custodian of shares for a non-resident or foreign investor. However, a foreign investor may be exempted from complying with this deposit requirement with the approval of the Governor of the Financial Supervisory Service in circumstances where such compliance is made impracticable, including cases where such compliance would contravene the laws of the home country of such foreign investor.

      A foreign investor may appoint one or more standing proxies from among the Korea Securities Depository, foreign exchange banks (including domestic branches of foreign banks), securities companies (including domestic branches of foreign securities companies), investment trust companies, futures trading companies and internationally recognized foreign custodians, which have obtained a license to act as a standing proxy to exercise shareholders’ rights or perform any matters related thereto if the foreign investor does not perform these activities himself. However, a foreign investor may be exempted from complying with these standing proxy rules with the approval of the Governor of the Financial Supervisory Service in circumstances where such compliance is made impracticable, including cases where such compliance would contravene the laws of the home country of such foreign investor.

Restrictions on ADSs and shares

      Once the report to the MOFE is filed in connection with the issuance of ADSs, no Korean governmental approval is necessary for the sale and purchase of ADSs in the secondary market outside Korea or for the withdrawal of shares underlying ADSs and the delivery inside Korea of shares in connection with such withdrawal. In addition, persons who have acquired shares as a result of the withdrawal of shares underlying the ADSs may exercise their preemptive rights for new shares, participate in free distributions and receive dividends on shares without any further governmental approval.

      A foreign investor may receive dividends on the shares and remit the proceeds of the sale of the shares through a foreign currency account and a Won account exclusively for stock investments by the foreign investor which are opened at a foreign exchange bank designated by the foreign investor without being subject to any procedural restrictions under the Foreign Exchange Transaction Laws. No approval is required for remittance into Korea and deposit of foreign currency funds in the foreign currency account. Foreign currency funds may be transferred from the foreign currency account at the time required to place a deposit for, or settle the purchase price of, a stock purchase transaction to a Won account opened at a securities company. Funds in the foreign currency account may be remitted abroad without any governmental approval.

      Dividends on shares are paid in Won. No Korean governmental approval is required for foreign investors to receive dividends on, or the Won proceeds of the sale of, any such shares to be paid, received and retained in Korea. Dividends paid on, and the Won proceeds of the sale of, any such shares held by a non-resident of Korea must be deposited either in a Won account with the investor’s securities company or his Won account. Funds in the investor’s Won account may be transferred to his foreign currency account or withdrawn for local living expenses up to certain limitations. Funds in the investor’s Won account may also be used for future investment in shares or for payment of the subscription price of new shares obtained through the exercise of preemptive right. See “Description of American Depositary Shares — Share dividends and other distributions”.

      Securities companies are allowed to open foreign currency accounts with foreign exchange banks exclusively for accommodating foreign investors’ securities investments in Korea. Through such accounts, these securities companies may enter into foreign exchange transactions on a limited basis, such as conversion of foreign currency funds and Won funds, either as a counterparty to or on behalf of foreign investors, without such investors having to open their own Won and foreign currency accounts with foreign exchange banks.

124

TAXATION

Korean taxation

      The following is a discussion of material Korean tax consequences to owners of our ADSs and common shares that are non-resident individuals of Korea or non-Korean corporations without a permanent establishment in Korea to which the relevant income is attributable or with which the relevant income is effectively connected. Such non-resident individuals or non-Korean corporations will be referred to as non-resident holders below. The statements regarding Korean tax laws set forth below are based on the laws in force and as interpreted by the Korean taxation authorities as of the date hereof. This discussion is not exhaustive of all possible tax considerations which may apply to a particular investor, and prospective investors are advised to satisfy themselves as to the overall tax consequences of the acquisition, ownership and disposition of our ADS and common shares, including specifically the tax consequences under Korean law, the laws of the jurisdiction of which they are resident, and any tax treaty between Korea and their country of residence, by consulting their own tax advisors.

Dividends on the shares or ADSs

      We will deduct Korean withholding tax from dividends paid to you (whether in cash or in shares) at a rate of 27.5% (including resident surtax). If you are a resident of a country that has entered into a tax treaty with Korea, you may qualify for a reduced rate of Korean withholding tax. If we distribute to you free distributions of shares representing a capitalization of certain capital surplus reserves or asset revaluation reserves, such distribution may be subject to Korean withholding taxes.

      In order to obtain a reduced rate of withholding tax pursuant to an applicable tax treaty, you must submit to us, prior to the dividend payment date, such evidence of tax residence as the Korean tax authorities may require in order to establish your entitlement to the benefits of the applicable tax treaty. See “Description of American Depositary Shares — Payment of taxes”. If you hold ADSs, evidence of tax residence may be submitted to us through the depositary. Please see the discussion under “— Tax treaties” below for discussion on treaty benefits.

Taxation of capital gains

      In general, capital gains earned by you upon the transfer of our common shares or ADSs are subject to Korean withholding tax at the lower of (i) 11% (including resident surtax) of the gross proceeds realized and (ii) 27.5% (including resident surtax) of the net realized gains (subject to the production of satisfactory evidence of the acquisition costs and certain direct transaction costs), unless you are exempt from Korean income taxation under an applicable Korean tax treaty entered into with your country of tax residence. Please see “— Tax treaties” below for a discussion on treaty benefits. Even if you do not qualify for any exemption under a tax treaty, you will not be subject to the foregoing withholding tax on capital gains if you qualify for the relevant Korean tax law exemptions discussed in the following paragraphs.

      With respect to our common shares, you will not be subject to Korean income taxation on capital gains realized upon the transfer of such common shares, (i) if our common shares are listed on either the Stock Market Division of the Korea Exchange or the KOSDAQ Market Division of the Korea Exchange and transfer is made through either the Stock Market Division of the Korea Exchange or the KOSDAQ Market Division of the Korea Exchange, (ii) if you have no permanent establishment in Korea and (iii) if you did not own or have not owned (together with any shares owned by any entity which you have a certain special relationship with and possibly including the shares represented by the ADSs) 25% or more of our total issued and outstanding shares at any time during the calendar year in which the sale occurs and during the five calendar years prior to the calendar year in which the sale occurs.

      With respect to ADSs, there are uncertainties as to whether they should be viewed as securities separate from our common shares underlying such ADSs or as the underlying shares themselves for capital gains tax purposes, as discussed in more detail in the following paragraph. However, in either case, you will be eligible for exemptions from capital gains available under Korean tax law (in addition to the

125

exemption afforded under income tax treaties) if certain conditions discussed below are satisfied. Under a tax ruling issued by the Korean tax authority in 1995 (the “1995 tax ruling”), ADSs are treated as securities separate from the underlying shares represented by such ADSs and, based on such ruling (i) capital gains earned by you from the transfer of ADSs to another non-resident (other than to such transferees’ permanent establishment in Korea) have not been subject to Korean income taxation and (ii) capital gains earned by you (regardless whether you have a permanent establishment in Korea) from the transfer of ADSs outside Korea have been exempt from Korean income taxation by virtue of the Special Tax Treatment Control Law of Korea, or the STTCL, provided that the issuance of the ADSs is deemed to be an overseas issuance under the STTCL, which should be the case for the issuance of our ADSs.

      However, according to a recent tax ruling issued in 2004 by the Korean tax authorities regarding the securities transaction tax (the “2004 tax ruling”), depositary receipts constitute share certificates the transfer of which is subject to the securities transaction tax. Even though the 2004 tax ruling addresses the securities transaction tax and not the income tax on capital gains, it gives rise to a question as to whether depositary shares (such as ADSs) should be viewed as the underlying shares for capital gains tax purposes. In that case, exemptions afforded under Korean tax law to capital gains from transfers of ADSs based on the treatment of ADSs as securities separate from the underlying shares would no longer apply (including those referred to in the 1995 tax ruling), but, instead, exemptions for capital gains from transfers of underlying shares would apply. Under such an exemption relevant to this case, capital gains from transfers of ADSs should be exempt from Korean income tax under the STTCL if (i) the ADSs are listed on an overseas securities market that is similar to the Stock Market Division of the Korea Exchange or KOSDAQ Market Division of the Korea Exchange and (ii) the transfer of ADSs is made through such securities market. We believe that NASDAQ would satisfy the condition described in (i) above.

      If you are subject to tax on capital gains with respect to the sale of ADSs, or of our common shares which you acquired as a result of a withdrawal, the purchaser or, in the case of the sale of common shares on the Stock Market Division of the Korea Exchange or through a licensed securities company in Korea, the licensed securities company, is required to withhold Korean tax from the sales price in an amount equal to 11% (including resident surtax) of the gross realization proceeds and to make payment of these amounts to the Korean tax authority, unless you establish your entitlement to an exemption under an applicable tax treaty or domestic tax law or produce satisfactory evidence of your acquisition cost and transaction costs for the common shares or the ADSs. To obtain the benefit of an exemption from tax pursuant to a tax treaty, you must submit to the purchaser or the securities company, or through the ADS depositary, as the case may be, prior to or at the time of payment, such evidence of your tax residence as the Korean tax authorities may require in support of your claim for treaty benefits. Please see the discussion under “— Tax treaties” below for an additional explanation on claiming treaty benefits.

Tax treaties

      Korea has entered into a number of income tax treaties with other countries (including the United States), which would reduce or exempt Korean withholding tax on dividends on, and capital gains on transfer of, our common shares or ADSs. For example, under the Korea-United States income tax treaty, reduced rates of Korean withholding tax of 16.5% or 11.0% (respectively, including resident surtax, depending on your shareholding ratio) on dividends and an exemption from Korean withholding tax on capital gains are available to residents of the United States that are beneficial owners of the relevant dividend income or capital gains. However, under Article 17 (Investment of Holding Companies) of the Korea-United States income tax treaty, such reduced rates and exemption do not apply if (i) you are a United States corporation, (ii) by reason of any special measures, the tax imposed on you by the United States with respect to such dividends or capital gains is substantially less than the tax generally imposed by the United States on corporate profits, and (iii) 25% or more of your capital is held of record or is otherwise determined, after consultation between competent authorities of the United States and Korea, to be owned directly or indirectly by one or more persons who are not individual residents of the United States. Also, under Article 16 (Capital Gains) of the Korea-United States income tax treaty, the

126

exemption from capital gains does not apply if you are an individual, and (a) you maintain a fixed base in Korea for a period or periods aggregating 183 days or more during the taxable year and your ADSs or common shares giving rise to capital gains are effectively connected with such fixed base or (b) you are present in Korea for a period or periods of 183 days or more during the taxable year.

      You should inquire for yourself whether you are entitled to the benefit of an income tax treaty with Korea. It is the responsibility of the party claiming the benefits of an income tax treaty in respect of dividend payments or capital gains to submit to us, the purchaser or the securities company, as applicable, a certificate as to its tax residence. In the absence of sufficient proof, we, the purchaser or the securities company, as applicable, must withhold tax at the normal rates. Further, effective from July 1, 2002, in order for you to obtain the benefit of a tax exemption on certain Korean source income (e.g., dividends and capital gains) under an applicable tax treaty, Korean tax law requires you (or your agent) to submit the application for tax exemption along with a certificate of your tax residency issued by a competent authority of your country of tax residence. Such application should be submitted to the relevant district tax office by the ninth day of the month following the date of the first payment of such income.

Inheritance tax and gift tax

      Korean inheritance tax is imposed upon (i) all assets (wherever located) of the deceased if he or she was domiciled in Korea at the time of his or her death and (ii) all property located in Korea which passes on death (irrespective of the domicile of the deceased). Gift tax is imposed in similar circumstances to the above (based on the donee’s place of domicile in the case of (i) above). The taxes are imposed at the rate of 10% to 50% depending on the value of the relevant property and the identity of the parties involved.

      Under the Korean inheritance and gift tax laws, shares issued by Korean corporations are deemed located in Korea irrespective of where the share certificates are physically located or by whom they are owned. If the tax authority’s interpretation of treating depositary receipts as the underlying share certificates under the 2004 tax ruling applies in the context of inheritance and gift taxes as well, you may be treated as the owner of the common shares underlying the ADSs.

      At present, Korea has not entered into any tax treaty relating to inheritance or gift taxes.

Securities transaction tax

      If you transfer the common shares and the common shares are listed on neither the Stock Market Division of the Korea Exchange nor the KOSDAQ Market Division of the Korea Exchange, you will be subject to a securities transaction tax at the rate of 0.5% (or 0.3%, including agricultural and fishery special surtax, if you transfer the common shares through the Stock Market Division of the Korean Exchange or the KOSDAQ Market Division of the Korea Exchange).

      With respect to transfers of ADSs, depositary receipts (such as the ADSs) constitute share certificates subject to the securities transaction tax according to the 2004 tax ruling; provided that, under the Securities Transaction Tax Law, the transfer of depositary receipts listed on the New York Stock Exchange or NASDAQ is exempt from the securities transaction tax.

      According to tax rulings issued by the Korean tax authorities in 2000 and 2002, foreign stockholders are not subject to securities transaction tax upon the deposit of underlying shares and receipt of depositary securities or upon the surrender of depositary securities and withdrawal of the originally deposited underlying shares, but there remain uncertainties as to whether holders of ADSs other than initial holders will not be subject to securities transaction tax when they withdraw common shares upon surrendering the ADSs. However, the holding of the 2004 tax ruling referred to above seems to view the ADSs as the underlying shares at least for the purpose of the securities transaction tax and, though not specifically stated, could be read to imply that the securities transaction tax should not apply to deposits of common shares in exchange for ADSs or withdrawals of common shares upon surrender of the ADSs regardless of whether the holder is the initial holder because the transfer of ADSs by the initial holder to a subsequent holder would have already been subject to securities transaction tax under such tax ruling.

127

      In principle, the securities transaction tax, if applicable, must be paid by the transferor of the shares or the rights to subscribe to such shares. When the transfer is effected through a securities settlement company, such settlement company is generally required to withhold and pay the tax to the tax authorities. When such transfer is made through a securities company only, such securities company is required to withhold and pay the tax. Where the transfer is effected by a non-resident without a permanent establishment in Korea, other than through a securities settlement company or a securities company, the transferee is required to withhold the securities transaction tax.

U.S. federal income tax considerations

      The following summary describes the material United States federal income tax consequences of the ownership of our shares and ADSs as of the date hereof. The discussion set forth below is applicable to United States Holders (as defined below) (i) who are residents of the United States for purposes of the current United States/ Korea Income Tax Treaty, or the Treaty, (ii) whose shares or ADSs are not, for purposes of the Treaty, effectively connected with a permanent establishment in Korea and (iii) who otherwise qualify for the full benefits of the Treaty. Except where noted, it deals only with shares and ADSs held as capital assets and does not deal with special situations, such as those of:

•  dealers in securities or currencies;

•  financial institutions;

•  regulated investment companies;

•  real estate investment trusts;

•  tax-exempt entities;

•  insurance companies;

•  traders in securities that elect to use the mark-to-market method of accounting for their securities;

•  persons holding shares or ADSs as part of a hedging, integrated, conversion or constructive sale transaction or a straddle;

•  persons owning 10% or more of our voting stock;

•  persons liable for alternative minimum tax;

•  investors in pass-through entities; or

•  persons whose “functional currency” is not the U.S. dollar.

      Furthermore, the discussion below is based upon the provisions of the Internal Revenue Code of 1986, as amended, or the Code, and regulations, rulings and judicial decisions thereunder, and the Treaty, all as of the date hereof, and such authorities may be repealed, revoked or modified so as to result in United States federal income tax consequences different from those discussed below. In addition, this summary is based, in part, upon representations made by the depositary to us and assumes that the deposit agreement, and all other related agreements, will be performed in accordance with their terms. This discussion, to the extent that it states matters of U.S. federal income tax law or legal conclusions and subject to the qualifications herein, represents the opinion of Simpson Thacher & Bartlett LLP, our U.S. counsel.

      Persons considering the purchase, ownership or disposition of shares or ADSs should consult their own tax advisors concerning the United States federal income tax consequences in light of their particular situation as well as any consequences arising under the laws of any other taxing jurisdiction.

128

      As used herein, the term “United States Holder” means a beneficial owner of a share or ADS that is:

•  an individual citizen or resident of the United States;

•  a corporation (or other entity treated as a corporation for United States federal income tax purposes) created or organized in or under the laws of the United States, any state thereof or the District of Columbia;

•  an estate the income of which is subject to United States federal income taxation regardless of its source; or

•  a trust:

— that is subject to the supervision of a court within the United States and the control of one or more United States persons as described in section 7701(a)(30) of the Code, or

 — that has a valid election in effect under applicable United States Treasury regulations to be treated as a United States person.

      If a partnership holds shares or ADSs, the tax treatment of a partner will generally depend upon the status of the partner and the activities of the partnership. If you are a partner of a partnership holding our shares or ADSs, you should consult your tax advisors.

      The United States Treasury Department has expressed concerns that parties to whom ADSs are pre-released may be taking actions that are inconsistent with the claiming of foreign tax credits for United States Holders of ADSs. Such actions could also be inconsistent with the claiming of the reduced rate of tax, applicable to dividends received by certain non-corporate United States Holders. Accordingly, the analysis of the creditability of Korean taxes and the availability of the reduced tax rate for dividends received by certain non-corporate United States Holders, each described below, could be affected by actions taken by parties to whom the ADSs are pre-released.

ADSs

      If you hold ADSs, for United States federal income tax purposes, you generally will be treated as the owner of the underlying shares that are represented by such ADSs. Accordingly, deposits or withdrawals of shares for ADSs will not be subject to United States federal income tax.

Taxation of dividends

      Subject to the PFIC rules described below, the gross amount of distributions on the ADSs or shares (including amounts withheld for Korean withholding taxes) will be taxable as dividends, to the extent paid out of our current or accumulated earnings and profits, as determined under United States federal income tax principles. Such income will be includable in your gross income as ordinary income on the day actually or constructively received by you, in the case of the shares, or by the depositary, in the case of ADSs. Such dividends will not be eligible for the dividends-received deduction allowed to corporations under the Code. With respect to non-corporate United States Holders, certain dividends received in taxable years beginning prior to January 1, 2009 from a qualified foreign corporation may be subject to reduced rates of taxation. A qualified foreign corporation includes a foreign corporation that is eligible for the benefits of a comprehensive income tax treaty with the United States which the United States Treasury Department determines to be satisfactory for these purposes and which includes an exchange of information provision. The United States Treasury Department has determined that the Treaty meets these requirements. A foreign corporation is also treated as a qualified foreign corporation with respect to dividends paid by that corporation on shares (or ADSs backed by such shares) that are readily tradable on an established securities market in the United States. Our shares will generally not be considered readily tradable for these purposes. United States Treasury Department guidance indicates that our ADSs, which will be listed on NASDAQ, are readily tradable on an established securities market in the United States. There can be no assurance that our ADSs will be considered readily tradable on an established securities market in later years. Non-corporate United States Holders that do not meet a minimum holding period requirement

129

during which they are not protected from the risk of loss or that elect to treat the dividend income as “investment income” pursuant to section 163(d)(4) of the Code will not be eligible for the reduced rates of taxation regardless of our status as a qualified foreign corporation. In addition, the rate reduction will not apply to dividends if the recipient of a dividend is obligated to make related payments with respect to positions in substantially similar or related property. This disallowance applies even if the minimum holding period has been met.

      The amount of any dividend paid in Won will equal the U.S. dollar value of the Won received calculated by reference to the exchange rate in effect on the date the dividend is received by you, in the case of shares, or by the depositary, in the case of ADSs, regardless of whether the Won are converted into U.S. dollars. If the Won received as a dividend are not converted into U.S. dollars on the date of receipt, you will have a basis in the Won equal to their U.S. dollar value on the date of receipt. Any gain or loss realized on a subsequent conversion or other disposition of the Won will be treated as ordinary income or loss.

      The maximum rate of withholding tax on dividends paid to you pursuant to the Treaty is 16.5%. You may be required to properly demonstrate to the Korean tax authorities and to us your entitlement to the reduced rate of withholding under the Treaty. Subject to certain conditions and limitations, Korean withholding taxes on dividends may be treated as foreign taxes eligible for credit against your United States federal income tax liability. Instead of claiming a credit, you may, at your election, deduct such otherwise creditable Korean taxes in computing your taxable income, subject to generally applicable limitations under United States law. For purposes of calculating the foreign tax credit, dividends paid on the ADSs or shares will be treated as income from sources outside the United States and will generally constitute “passive income”. Further, in certain circumstances, if you:

•  have held ADSs or shares for less than a specified minimum period during which you are not protected from risk of loss; or

•  are obligated to make payments related to the dividends,

you will not be allowed a foreign tax credit for foreign taxes imposed on dividends paid on ADSs or shares. The rules governing the foreign tax credit are complex. You are urged to consult your tax advisors regarding the availability of the foreign tax credit under your particular circumstances.

      To the extent that the amount of any distribution exceeds our current and accumulated earnings and profits for a taxable year, the distribution will first be treated as a tax-free return of capital, causing a reduction in the adjusted basis of the ADSs or shares (thereby increasing the amount of gain, or decreasing the amount of loss, to be recognized by you on a subsequent disposition of the ADSs or shares), and the balance in excess of adjusted basis will be taxed as capital gain recognized on a sale or exchange. Consequently, such distributions in excess of our current and accumulated earnings and profits would generally not give rise to foreign source income and you would generally not be able to use the foreign tax credit arising from any Korean withholding tax imposed on such distribution unless such credit can be applied (subject to applicable limitations) against United States tax due on other foreign source income in the appropriate category for foreign tax credit purposes. However, we do not intend to keep earnings and profits books in accordance with U.S. federal income tax principles. Therefore, a United States Holder should expect that a distribution will generally be treated as dividend (as discussed above).

Passive foreign investment companies

      Based on the composition of our income and valuation of our assets, including goodwill, we do not believe that we are currently (or that we were in 2004) a PFIC, and we do not expect to become one in the future, although there can be no assurance in this regard. Our U.S. counsel expresses no opinion with respect to our statements of belief and expectation contained in this paragraph.

130

      In general, we will be a PFIC for any taxable year in which:

•  at least 75% of our gross income is passive income, or

•  at least 50% of the value (determined on a quarterly basis) of our assets is attributable to assets that produce or are held for the production of passive income.

      For this purpose, passive income generally includes dividends, interest, royalties, rents (other than rents and royalties derived in the active conduct of a trade or business and not derived from a related person). If we own at least 25% by value of the stock of another corporation, we will be treated, for purposes of the PFIC tests, as owning our proportionate share of the assets and receiving our proportionate share of the other corporation’s income.

      The determination of whether we are a PFIC is made annually. Accordingly, it is possible that we may become a PFIC in the current or any future taxable year due to changes in our asset or income composition. Because we have valued our goodwill based on the anticipated market value of our ADSs, a decrease in the price of our ADSs may also result in our becoming a PFIC. If we are a PFIC for any taxable year during which you hold our ADSs or shares, unless you make the mark-to-market election discussed below, you will be subject to special tax rules discussed below.

      If we are a PFIC for any taxable year during which you hold our ADSs or shares, you will be subject to special tax rules with respect to any “excess distribution” received and any gain realized from a sale or other disposition, including a pledge, of ADSs or shares. Distributions received in a taxable year that are greater than 125% of the average annual distributions received during the shorter of the three preceding taxable years or your holding period for the ADSs or shares will be treated as excess distributions. Under these special tax rules:

•  the excess distribution or gain will be allocated ratably over your holding period for the ADSs or shares,

•  the amount allocated to the current taxable year, and any taxable year prior to the first taxable year in which we become a PFIC, will be treated as ordinary income, and

•  the amount allocated to each other year will be subject to tax at the highest tax rate in effect for that year and the interest charge generally applicable to underpayments of tax will be imposed on the resulting tax attributable to each such year.

      In addition, non-corporate United States Holders will not be eligible for reduced rates of taxation on any dividends received from us in taxable years beginning prior to January 1, 2009, if we are a PFIC in the taxable year in which such dividends are paid or in the preceding taxable year. You will be required to file Internal Revenue Service Form 8621 if you hold our ADSs or shares in any year in which we are classified as a PFIC.

      In certain circumstances, in lieu of being subject to the excess distribution rules discussed above, you may make an election to include gain on the stock of a PFIC as ordinary income under a mark-to-market method provided that such stock is regularly traded on a qualified exchange. Under current law, the mark-to-market election may be available for holders of the ADSs because the ADSs will be listed on NASDAQ which constitutes a qualified exchange as designated in the Code, although there can be no assurance that the ADSs will be “regularly traded”. The mark-to-market election generally will not be available for holders of our shares, provided they are not regularly traded on a qualified exchange, which is currently the case.

      If you make an effective mark-to-market election, you will include in each year as ordinary income the excess of the fair market value of the ADSs at the end of the year over your adjusted tax basis in the ADSs. You will be entitled to deduct as an ordinary loss each year the excess of your adjusted tax basis in the ADSs over their fair market value at the end of the year, but only to the extent of the net amount previously included in income as a result of the mark-to-market election.

131

      Your adjusted tax basis in the ADSs will be increased by the amount of any income inclusion and decreased by the amount of any deductions under the mark-to-market rules. If you make a mark-to-market election it will be effective for the taxable year for which the election is made and all subsequent taxable years unless the ADSs are no longer regularly traded on a qualified exchange or the Internal Revenue Service consents to the revocation of the election. You are urged to consult your tax advisor about the availability of the mark-to-market election, and whether making the election would be advisable in your particular circumstances.

      Alternatively, you can sometimes avoid the rules described above by electing to treat us as a “qualified electing fund” under section 1295 of the Code. This option is not available to you because we do not intend to comply with the requirements necessary to permit you to make this election.

      You are urged to consult your tax advisors concerning the United States federal income tax consequences of holding ADSs or shares if we are considered a PFIC in any taxable year.

Taxation of capital gains

      Subject to the PFIC rules described above, for United States federal income tax purposes, you will recognize taxable gain or loss on any sale or other disposition of ADSs or shares in an amount equal to the difference between the amount realized for the ADSs or shares and your tax basis in the ADSs or shares. Such gain or loss will be capital gain or loss. Capital gains of individuals derived with respect to capital assets held for more than one year are eligible for reduced rates of taxation. The deductibility of capital losses is subject to limitations. Any gain or loss recognized by you will generally be treated as United States source gain or loss. Consequently, you may not be able to use the foreign tax credit arising from any Korean tax imposed on the disposition of an ADS or share unless such credit can be applied (subject to applicable limitations) against tax due on other income treated as derived from foreign sources.

      Any Korean securities transaction tax imposed on the sale or other disposition of shares or ADSs will not be treated as a creditable foreign tax for United States federal income tax purposes, although you may be entitled to deduct such taxes, subject to applicable limitations under the Code.

Information reporting and backup withholding

      In general, information reporting will apply to dividends in respect of our ADSs or shares and the proceeds from the sale, exchange or redemption of our ADSs or shares that are paid to you within the United States (and in certain cases, outside the United States), unless you are an exempt recipient such as a corporation. A backup withholding tax may apply to such payments if you fail to provide a taxpayer identification number or certification of other exempt status or fail to report in full dividend and interest income.

      Any amounts withheld under the backup withholding rules will be allowed as a refund or a credit against your United States federal income tax liability provided the required information is furnished to the Internal Revenue Service.

132

UNDERWRITING

      We and the selling shareholders intend to offer the ADSs through the underwriters named below. J.P. Morgan Securities Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated, are the representatives of the underwriters. Subject to the terms and conditions of the underwriting agreement, the underwriters named below, through their representative, have severally agreed to purchase from us and the selling shareholders, and we and the selling shareholders, severally, have agreed to sell to them, the respective number of ADSs indicated in the following table.

U.S. underwriters

Name	Number of ADSs
J.P. Morgan Securities Inc.
Merrill Lynch, Pierce, Fenner & Smith  Incorporated
Lehman Brothers Inc.
Total

International underwriters

Name	Number of ADSs
J.P. Morgan Securities Ltd.
Merrill Lynch International
Lehman Brothers International (Europe)
Total

      J.P. Morgan Securities Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated are acting as the joint global coordinators and book runners for the offering.

      The underwriting agreement provides that the obligations of the underwriters to pay for and accept delivery of the ADSs offered by this prospectus are subject to certain conditions precedent, including the absence of any material adverse change in our business and the receipt of certain certificates, opinions and letters from us, our counsel and the independent accountants. The underwriters are committed to take and pay for all of the ADSs offered by us if any ADSs are taken.

      We have granted to the underwriters an option to purchase up to 900,000 additional ADSs within 30 days from the date of this prospectus, at the initial public offering price less the underwriting discount set forth on the cover page of this prospectus. To the extent that the underwriters exercise these options, each of the underwriters will become obligated, subject to certain conditions, to purchase about the same percentage of the additional ADSs as the number listed next to the underwriter’s name in the table above bears to the total number of ADSs listed next to the names of all underwriters in the table above. If the underwriters’ option is exercised in full, the total price to the public would be US$                    , the total underwriters’ discounts and commissions would be US$                     and total proceeds to us, before the deduction of expenses, would be US$                    .

      The total underwriting discounts and commissions that we and the selling shareholders will pay to the underwriters will be 7% of the total offering price of the ADSs. The following table shows the public offering price, underwriting discount and proceeds before expenses to us and the selling shareholders. Such

133

amounts are shown assuming either no exercise or full exercise of the underwriters’ over-allotment option to purchase the additional ADSs.

	Per Share	Without Option	With Option
Public offering price	$	$	$
Underwriting discount	$	$	$
Proceeds, before expenses, to us	$	$	$
Proceeds, before expenses, to the selling shareholders	$	$	$

      We estimate that the total expenses of this offering, excluding underwriting discounts and commissions, will be approximately US$4 million, all of which will be borne by us except that the underwriters have agreed to pay our printing cost and roadshow related expenses incurred in connection with this offering.

      The underwriters propose to offer the ADSs directly to the public at the initial public offering price set forth on the cover page of this prospectus and to certain dealers at that price less a concession not in excess of US$                     per ADS. The underwriters may allow, and such dealers may reallow, a concession not in excess of US$                     per ADS to certain other dealers. After the initial public offering of the ADSs, the offering price and other selling terms may be changed by the underwriters. The representatives of the underwriters have advised us that the underwriters do not intend to confirm discretionary sales in excess of           % of the ADSs offered in this offering.

      We have agreed that we will not for a period of 180 days after the date of this prospectus, without the prior written consent of the representatives, (i) offer, sell, contract to sell, announce the intention to sell, issue, pledge, lend, grant any option, right or warrant for the sale of, or otherwise dispose of or transfer, any of our ADSs or common shares or any securities that are convertible into or exercisable or exchangeable for our ADSs or common shares; (ii) file with the SEC a registration statement under the Securities Act relating to, any of our ADSs or common shares; or (iii) enter into any swap or other agreement or transaction that transfers, in whole or in part, the economic consequences of ownership of our ADSs or common shares, except for the (1) sale and transfer of ADSs and the underlying common shares in the current offering; (2) issuance of stock options to our directors, officers and employees; (3) issuance of common shares upon the exercise of employee stock options existing on the date of this prospectus; (4) issuance of common shares upon the conversion of our preferred shares outstanding as of the date of this prospectus; (5) exchange of our ADSs or common shares for the shares or assets the target company in connection with any acquisition; and (6) sale or transfer to any strategic or financial investor in our capital stock.

      Our officers and directors, the selling shareholders and certain existing shareholders, who collectively hold approximately 97.4% of our outstanding shares immediately before this offering, have also agreed with the underwriters on lock-up restrictions which restrict them for a period of 180 days after the date of this prospectus from (i) offering, selling, contracting to sell, announcing the intention to sell, issuing, pledging, transferring or otherwise disposing of, directly or indirectly, any ADSs or common shares or securities convertible into or exchangeable or exercisable for any ADSs or common shares; (ii) filing or causing to be filed with the SEC any registration statement under the Securities Act relating to, any of our ADSs or common shares; or (iii) entering into any swap or other agreement or transaction that transfers, in whole or in part, the economic consequences of ownership of our ADSs or common shares, except for the (1) sale and transfer of ADSs and the underlying common shares in the current offering; (2) conversion of our preferred shares outstanding as of the date of this prospectus into common shares; (3) exercise of stock options existing on the date of this prospectus; (4) sale or transfer of our ADSs or common shares to the partners of a partnership shareholder that entered into this lock-up agreement; and (5) sale or transfer of Series C preferred shares by and among Melody Share Corporation and other entities related to the VSO exchange transaction.

134

      The 180-day lock-up period for us as well as for our officers, directors, the selling shareholders and certain existing shareholders will be extended if (A) during the last 17 days of the 180-day lock-up period, we issue earnings release or material news or a material event relating to us occurs or (B) prior to the expiration of the 180-day lock-up period, we announce that we will release earnings results or become aware that material news or a material event will occur during the 16-day period beginning on the last day of the 180-day lock-up period. In either case the expiration of the lock-up period will be extended until the expiration of the 18-day period beginning on the date of the release of the earnings results or the occurrence of the material news or event, as applicable, unless the representative waive, in writing, such an extension.

      Prior to the offering, there has been no public market for the ADSs. There can be no assurance that an active trading market for our ADSs will develop. It is also possible that after the offering, our ADSs will not trade in the public market at or above the initial public offering price.

      Application has been made for the ADSs to be approved for quotation on the NASDAQ under the symbol “WTHN”.

Over-allotment option

      The representatives may engage in over-allotment, stabilizing transactions, syndicate covering transactions, and penalty bids or purchases for the purpose of pegging, fixing or maintaining the price of the ADSs, in accordance with Regulation M under the Securities Exchange Act of 1934, as amended:

•  Over-allotment involves sales by the underwriters of ADSs in excess of the number of ADSs the underwriters are obligated to purchase, which creates a syndicate short position. The short position may be either a covered short position or a naked short position. In a covered short position, the number of ADSs over-allotted by the underwriters is not greater than the number of ADSs that they may purchase in the over-allotment option. In a naked short position, the number of ADSs involved is greater than the number of ADSs in the over-allotment option. The underwriters may close out any short position by either exercising their over-allotment option and/or purchasing ADSs in the open market.

•  Stabilizing transactions permit bids to purchase the underlying security so long as the stabilizing bids do not exceed a specified maximum.

•  Syndicate covering transactions involve purchases of the ADSs in the open market after the distribution has been completed in order to cover syndicate short positions. In determining the source of ADSs to close out the short position, the underwrites will consider, among other things, the price of ADSs available for purchase in the open market as compared to the price at which they may purchase ADSs through the over-allotment option. If the underwriters sell more ADSs than could be covered by the over-allotment option, a naked short position, the position can only be closed out by buying ADSs in the open market. A naked short position is more likely to be created if the underwriters are concerned that there could be downward pressure on the price of the ADSs in the open market after pricing that could adversely affect investors who purchase in the offering.

•  Penalty bids permit the representative to reclaim a selling concession from a syndicate member when the ADSs originally sold by the syndicate member are purchased in a stabilizing or syndicate covering transaction to cover syndicate short positions.

      These stabilizing transactions, syndicate covering transactions and penalty bids may have the effect of raising or maintaining the market price of our ADSs or preventing or retarding a decline in the market price of the ADSs. As a result, the price of the ADSs may be higher than the price that might otherwise exist in the open market. These transactions may be effected on the NASDAQ or otherwise and, if commenced, may be discontinued at any time.

      Neither we, the selling shareholders, nor any of our underwriters make any representation or prediction as to the direction or magnitude of any effect that the transactions described above may have on

135

the price of the ADSs. In addition, neither we nor any of the underwriters make any representation that the representative will engage in these stabilizing transactions or that any transaction, once commenced, will not be discontinued without notice.

      We and the selling shareholders have agreed to indemnify the several underwriters against certain liabilities, including liabilities under the Securities Act of 1933, as amended, and the applicable securities laws, and to contribute to payments the underwriters may be required to make in respect of these liabilities, losses and expenses.

Other relationships

      Certain of the underwriters or their affiliates are providing or may in the future provide investment banking and other financial services to us and our affiliates in the ordinary course of business and will receive customary compensation in connection therewith. The address of J.P. Morgan Securities Inc. is at 277 Park Avenue, New York, New York 10172. The address of Merrill Lynch, Pierce, Fenner & Smith Incorporated is 4 World Financial Center, 250 Vesey Street, New York, New York 10080.

Selling restrictions

General

      No action has been or will be taken by us or by any underwriter in any jurisdiction except in the United States that would permit a public offering of our ADSs, or the possession, circulation or distribution of a prospectus or any other material relating to us and our ADSs in any country or jurisdiction where action for that purpose is required. Accordingly, our ADSs may not be offered or sold, directly or indirectly, and neither this prospectus nor any other material or advertisements in connection with this offering may be distributed or published, in or from any country or jurisdiction except in compliance with any applicable rules and regulations of any such country or jurisdiction.

European Economic Area

      In relation to each Member State of the European Economic Area which has implemented the Prospectus Directive, each of the underwriters has represented that with effect from and including the date on which the Prospectus Directive is implemented in that Member State it has not made and will not make an offer of ADSs to the public in that Member State, except that it may, with effect from and including such date, make an offer of ADSs to the public in that Member State:

•  at any time to legal entities which are authorised or regulated to operate in the financial markets or, if not so authorised or regulated, whose corporate purpose is solely to invest in securities;

•  at any time to any legal entity which has two or more of (1) an average of at least 250 employees during the last financial year; (2) a total balance sheet of more than €43,000,000 and (3) an annual net turnover of more than €50,000,000, as shown in its last annual or consolidated accounts; or

•  at any time in any other circumstances which do not require the publication by us of a prospectus pursuant to Article 3 of the Prospectus Directive.

      For the purposes of the above, the expression an “offer of ADSs to the public” in relation to any ADSs in any Member State means the communication in any form and by any means of sufficient information on the terms of the offer and the ADSs to be offered so as to enable an investor to decide to purchase or subscribe the ADSs, as the same may be varied in that Member State by any measure implementing the Prospectus Directive in that Member State and the expression Prospectus Directive means Directive 2003/71/ EC and includes any relevant implementing measure in that Member State.

136

United Kingdom

      Each of the underwriters has represented that it has only communicated or caused to be communicated and will only communicate or cause to be communicated an invitation or inducement to engage in investment activity (within the meaning of Section 21 of the Financial Services and Markets Act 2000) in connection with the issue or sale of the ADSs in circumstances in which Section 21(1) of such Act does not apply to us and it has complied and will comply with all applicable provisions of such Act with respect to anything done by it in relation to any ADSs in, from or otherwise involving the United Kingdom.

Singapore

      Each of the underwriters has acknowledged that the prospectus has not been registered with the Monetary Authority of Singapore. Accordingly, each of the underwriter has represented that it has not offered or sold any ADSs or caused the ADSs to be made the subject of an invitation for subscription or purchase and will not offer or sell any ADSs or cause the ADSs to be made the subject of an invitation for subscription or purchase, and has not circulated or distributed, nor will it circulate or distribute, the prospectus or any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of the ADSs, whether directly or indirectly, to persons in Singapore other than (i) to an institutional investor under Section 274 of the SFA, (ii) to a relevant person, or any person pursuant to Section 257(1A), and in accordance with the conditions, specified in Section 275 of the SFA or (iii) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA.

      Each of the underwriters has further represented to notify (whether through the distribution of the prospectus or otherwise) each of the following relevant persons specified in Section 275 of the SFA which has subscribed or purchased ADSs from or through that underwriter, namely a person which is:

(a)	a corporation (which is not an accredited investor) the sole business of which is to hold investments and the entire share capital of which is owned by one or more individuals, each of whom is an accredited investor; or
(b)	a trust (where the trustee is not an accredited investor) whose sole purpose is to hold investments and each beneficiary is an accredited investor,

that shares, debentures and units of shares and debentures of that corporation or the beneficiaries’ rights and interest in that trust shall not be transferable for 6 months after that corporation or that trust has acquired the ADSs under Section 275 except:

(1)	to an institutional investor under Section 274 of the SFA or to a relevant person, or any person pursuant to Section 275(1A), and in accordance with the conditions, specified in Section 275 of the SFA;
(2)	where no consideration is given for the transfer; or
(3)	by operation of law.

Korea

      Each of the underwriters has represented that it has not and will not, directly or indirectly, offer, sell or deliver any ADSs in Korea or to, or for the account or benefit of, any resident of Korea, or to others for reoffering or resale, directly or indirectly, in Korea or to, or for the account or benefit of, any resident of Korea, except as otherwise permitted by applicable Korean laws and regulations.

Hong Kong

      Each of the underwriters has represented that the ADSs have not been offered or sold and will not be offered or sold in Hong Kong, by means of any document, other than (i) to “professional investors” as defined in the Securities and Futures Ordinance (Cap. 571) of Hong Kong and any rules made under that

137

Ordinance; or (ii) in other circumstances which do not result in the document being a “prospectus” as defined in the Companies Ordinance (Cap. 32) of Hong Kong or which do not constitute an offer to the public within the meaning of that Ordinance; and the underwriter has not issued or had in its possession for the purposes of issue an will not issue or have in its possession for the purposes of issue any advertisement, invitation or document relating to the ADSs, whether in Hong Kong or elsewhere, which is directed at, or the contents of which are likely to be accessed or read by, the public in Hong Kong (except if permitted to do so under the securities laws of Hong Kong) other than with respect to ADSs which are or are intended to be disposed of only to persons outside Hong Kong or only to “professional investors” as defined in the Securities and Futures Ordinance (Cap. 571) and any rules made thereunder.

Japan

      Each underwriter has acknowledged that the ADSs have not been and will not be registered under the Securities and Exchange Law of Japan. Each underwriter has represented that it has not offered or sold, and it will not offer or sell, directly or indirectly, any ADSs in Japan or to, or for the account or benefit of, any resident of Japan or to, or for the account or benefit of, any resident for reoffering or resale, directly or indirectly, in Japan or to, or for the account or benefit of, any resident of Japan except:

•  pursuant to an exemption from the registration requirements of, or otherwise in compliance with, the Securities and Exchange Law of Japan; and

•  in compliance with the other relevant laws and regulations of Japan.

138

EXPENSES RELATING TO THIS OFFERING

      Set forth below is an itemization of the total expenses, excluding underwriting discounts and commissions, that are expected to be incurred in connection with the offer and sale of the ADSs by us. With the exception of the Securities and Exchange Commission registration fee, the National Association of Securities Dealers, Inc. filing fee and the NASDAQ listing fee, all amounts are estimates.

Type of expenses		Amount
Securities and Exchange Commission registration fee		$	12,994
NASDAQ listing fee			100,000
National Association of Securities Dealers, Inc. filing fee			11,540
Printing and engraving expenses			380,000
Legal fees and expenses			1,800,000
Accounting fees and expenses			1,500,000
Depositary expense			—
Miscellaneous			195,466
	Total	$	4,000,000

      All of the foregoing expenses will be borne by us, except that the underwriters have agreed to pay a portion of the expenses incurred in connection with the offering. See “Underwriting”.

139

LEGAL MATTERS

      Certain legal matters in connection with the offered ADSs will be passed upon for us by Simpson Thacher & Bartlett LLP, our United States counsel, and by Shin & Kim, our Korean counsel. Certain legal matters with respect to the offered ADSs will be passed upon for the underwriters by Davis Polk & Wardwell, United States counsel for the underwriters, and by Kim & Chang, Korean counsel for the underwriters. Simpson Thacher & Bartlett LLP may rely as to all matters of Korean law on the opinion of Shin & Kim. Shin & Kim may rely as to all matters of New York and United States federal law on the opinion of Simpson Thacher & Bartlett LLP. Davis Polk & Wardwell may rely as to all matters of Korean law on the opinion of Kim & Chang. Kim & Chang may rely as to all matters of New York and United States federal law on the opinion of Davis Polk & Wardwell.

EXPERTS

      Our consolidated financial statements as of December 31, 2003 and 2004, and for each of the three years ended December 31, 2004, included in this Registration Statement, have been so included in reliance on the reports of Samil PricewaterhouseCoopers, an independent registered public accounting firm, given on the authority of said firm as experts in accounting and auditing. The address of Samil PricewaterhouseCoopers is Kukje Center Building, 191 Hangangro 2ga, Yongsan-gu, Seoul 140-702, Korea. Samil PricewaterhouseCoopers is a member of the Korean Institute of Certified Public Accountants, and the Korean member firm of PricewaterhouseCoopers. PricewaterhouseCoopers refers to the network of member firms of PricewaterhouseCoopers International Limited, each of which is a separate and independent legal entity.

      The financial statements of Ztango, Inc. as of October 8, 2004, and for the period from January 1, 2004 to October 8, 2004, included in this Registration Statement, have been so included in reliance on the reports of PricewaterhouseCoopers LLP, independent auditors, given on the authority of said firm as experts in accounting and auditing.

      The consolidated financial statements of Ztango, Inc. and subsidiaries as of and for the year ended December 31, 2003, included in this Registration Statement, have been audited by Deloitte & Touche LLP, independent auditors, as stated in their report appearing herein (which report expresses an unqualified opinion and includes an explanatory paragraph concerning substantial doubt about the entity’s ability to continue as a going concern), and are included in reliance upon the report of such firm given upon their authority as experts in accounting and auditing.

140

ENFORCEABILITY OF CIVIL LIABILITIES

      We are organized under the laws of Korea, and a majority of our directors and officers and the experts named herein reside in Korea. A significant portion of our assets and the assets of such persons are located outside of the United States. As a result, it may not be possible for you to effect service of process within the United States upon these persons or to enforce against them or us court judgments obtained in the United States that are predicated upon the civil liability provisions of the federal securities laws of the United States or of the securities laws of any state of the United States. We have been advised by our Korean counsel, Shin & Kim, that in their opinion, there is doubt as to the enforceability in Korea, either in original actions or in actions for enforcement of judgments of United States courts, of civil liabilities predicated on the federal securities laws of the United States or the securities laws of any state of the United States.

WHERE YOU CAN FIND MORE INFORMATION

      We have filed a registration statement on Form F-1 with the SEC under the Securities Act covering the common shares represented by the ADSs offered by this prospectus. A related registration statement on Form F-6 will be filed with the SEC to register the ADSs. You should refer to our registration statements and the related exhibits and schedules if you would like to find out more about us and about the ADSs and the common shares represented by the ADSs. This prospectus summarizes material provisions of contracts and other documents that we refer to. Since this prospectus may not contain all the information that you may find important, you should review a full text of these documents. We have included copies of these documents as exhibits to our registration statements.

      You may review copies of the registration statements at the SEC’s public reference room at 100 F Street, N.E., Washington, D.C. 20549. You may also get copies of all or any portion of the registration statements from the public reference room, the regional offices or by calling the SEC at 1-800-SEC-0330 or by writing the SEC, upon payment of a prescribed fee. Our SEC filings, including the registration statement, are also available to you on the SEC’s web site http://www.sec.gov.

      Upon completion of the offering, we will be subject to the information requirements of the Exchange Act, and, in accordance therewith, we will file with the SEC annual reports on Form 20-F within six months of our fiscal year-end, and provide to the SEC other material information on current reports on Form 6-K. These reports and other information can be inspected at the public reference room at the SEC and at the SEC regional offices referred to above. You can also obtain copies of the material from the public reference room, the regional offices or by calling or writing the SEC upon payment of a prescribed fee. As a foreign private issuer, we are exempt from the rules under the Exchange Act prescribing the furnishing and content of proxy statements to shareholders and our executive officers, directors and principal shareholders are exempt from the reporting and short-swing profit recovery provisions contained in Section 16 of the Exchange Act.

      We will furnish to JP Morgan Chase Bank, N.A., as depositary for the ADSs, our annual reports, which will include a review of operations and annual audited financial statements prepared in accordance with U.S. GAAP and all notices of shareholders’ meetings and other reports and communications that are made generally available to our shareholders. The depositary will make these notices, reports and communications available to holders of ADSs and will upon our request, arrange for the mailing of these documents to all holders of record of ADSs.

141

INDEX TO FINANCIAL STATEMENTS

	Page
WIDERTHAN CO., LTD.
Unaudited Consolidated Financial Statements
Unaudited Consolidated Balance Sheet of WiderThan Co., Ltd. as of December 31, 2004 and September 30, 2005		F-2
Unaudited Consolidated Statements of Operations of WiderThan Co., Ltd. for the nine months ended September 30, 2004 and 2005		F-3
Unaudited Consolidated Statements of Changes in Stockholders’ Equity of WiderThan Co., Ltd. for the nine months ended September 30, 2004 and 2005		F-4
Unaudited Consolidated Statements of Cash Flows of WiderThan Co., Ltd. for the nine months ended September 30, 2004 and 2005		F-5
Notes to Unaudited Consolidated Financial Statements of WiderThan Co., Ltd.		F-6
Report of Independent Registered Public Accounting Firm		F-23
Consolidated Financial Statements
Consolidated Balance Sheets of WiderThan Co., Ltd. as of December 31, 2003 and 2004		F-24
Consolidated Statements of Operations of WiderThan Co., Ltd. for the years ended December 31, 2002, 2003 and 2004		F-25
Consolidated Statements of Changes in Stockholders’ Equity of WiderThan Co., Ltd. for the years ended December 31, 2002, 2003 and 2004		F-26
Consolidated Statements of Cash Flows of WiderThan Co., Ltd. for the years ended December 31, 2002, 2003 and 2004		F-27
Notes to Consolidated Financial Statements of WiderThan Co., Ltd.		F-28
ZTANGO, INC.
Report of Independent Auditors		F-48
Financial Statements
Balance Sheet of Ztango, Inc. as of October 8, 2004		F-49
Statement of Operations of Ztango, Inc. for the period from January 1, 2004 to October 8, 2004		F-50
Statement of Changes in Stockholders’ Equity of Ztango, Inc. for the period from January 1, 2004 to October 8, 2004		F-51
Statement of Cash Flows of Ztango, Inc. for the period from January 1, 2004 to October 8, 2004		F-52
Notes to Financial Statements		F-53
Report of Independent Auditors		F-62
Consolidated Financial Statements
Consolidated Balance Sheet of Ztango, Inc. as of December 31, 2003		F-63
Consolidated Statement of Operations of Ztango, Inc. for the year ended December 31, 2003		F-64
Consolidated Statement of Changes in Stockholders’ Equity of Ztango, Inc. for the year ended December 31, 2003		F-65
Consolidated Statement of Cash Flows of Ztango, Inc. for the year ended December 31, 2003		F-66
Notes to Consolidated Financial Statements		F-67

F-1

WIDERTHAN CO., LTD.

UNAUDITED CONSOLIDATED BALANCE SHEETS

As of December 31, 2004 and September 30, 2005

							September 30, 2005
							Pro forma
			December 31, 2004		September 30, 2005		(Note 11)
			(in thousands of US dollars, except share data)
Assets
Current assets
	Cash and cash equivalents		$	17,817	$	18,853	$	18,853
	Restricted cash			—		8,069		8,069
	Accounts receivable, net (from related parties of $13,050 and $14,218)			18,763		24,797		24,797
	Deferred costs			1,116		11,986		11,986
	Other current assets			2,961		1,555		1,555
		Total current assets		40,657		65,260		65,260
Property, plant and equipment, net				8,119		9,280		9,280
Goodwill				18,399		18,092		18,092
Other non-current assets				6,189		6,002		6,002
		Total assets	$	73,364	$	98,634	$	98,634
Liabilities and Stockholders’ Equity
Current liabilities
	Accounts payable (to related parties of $462 and $3,773)		$	11,348	$	15,957	$	15,957
	Deferred income			1,345		4,618		4,618
	Accrued expenses			4,093		3,714		3,714
	Taxes payable			3,060		1,814		1,814
	Short-term debt			—		9,209		9,209
	Cash rights liability			—		1,314		1,314
	Other current liabilities			1,921		1,772		1,772
		Total current liabilities		21,767		38,398		38,398
Other non-current liabilities				2,561		3,230		3,230
		Total liabilities	$	24,328	$	41,628	$	41,628
Commitments and contingencies
	Minority interest			—		900		900
Convertible redeemable preferred stock: W500 par value
	Series A authorized 5 million shares, issued and outstanding 1,428,570, liquidation preference $4.39, no shares issued and outstanding on a pro forma basis		$	6,089	$	6,233	$	—
	Series B authorized 5 million shares, issued and outstanding 2,052,479, liquidation preference $13.51, no shares issued and outstanding on a pro forma basis			19,571		20,293		—
	Series C authorized 2 million shares, issued and outstanding 50,000, no shares issued and outstanding on a pro forma basis			—		493		—
		Total preferred stock	$	25,660	$	27,019	$	—
Stockholders’ equity
	Common stock: W500 par value;
		authorized 30 million shares, issued and outstanding 10.5 million, 10.5 million and 14.0 million shares in 2004, 2005 and 2005 pro forma, respectively	$	4,537	$	4,537	$	6,231
	Additional paid-in capital			3,050		4,619		29,944
	Retained earnings			10,582		15,582		15,582
	Accumulated other comprehensive income			5,207		4,349		4,349
		Total stockholders’ equity		23,376		29,087		56,106
		Total liabilities and stockholders’ equity	$	73,364	$	98,634	$	98,634

The accompanying notes are an integral part of these consolidated financial statements.

F-2

WIDERTHAN CO., LTD.

UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS

For the nine months ended September 30, 2004 and September 30, 2005

			September 30, 2004			September 30, 2005
			(in thousands of US dollars, except share
			and per share data)
Revenues
	Service revenues (includes revenues from related parties of $32,634 and $44,415)
		Carrier application services	$	15,601		$	43,540
		Content services		11,446			13,872
		Professional and other services		7,231			6,415
	Total service revenues			34,278			63,827
	System sales (includes revenues from related parties of $946 and $3,617)			5,907			6,248
Total revenues				40,185			70,075
Costs and expenses
	Cost of service revenues (exclusive of depreciation and amortization, as shown below) (includes costs from related parties of $522 and $1,046)			15,586			23,292
	Cost of system sales (exclusive of depreciation and amortization, as shown below) (includes costs from related parties of $4 and $79)			4,919			4,049
	Depreciation and amortization			1,622			3,104
	Selling and marketing			1,236			3,538
	General and administrative			9,830			16,668
	Research and development			1,738			8,805
	Stock compensation (Note A)			2,777			2,576
Total costs and expenses				37,708			62,032
Operating income				2,477			8,043
Other income
	Interest income			284			292
	Foreign exchange gain, net			7			122
Total other income				291			414
Income before taxes, minority interest and earnings from equity method investment				2,768			8,457
Income taxes				939			2,552
Income before minority interest and earnings from equity method investment				1,829			5,905
Minority interest				—			100
Gain (loss) from equity method investment				33			(134	)
Net income			$	1,862		$	5,871
Accretion of preferred shares			$	(227	)	$	(871	)
Amounts allocated to participating preferred shareholders				(336	)		(1,537	)
Net income attributable to common shares			$	1,299		$	3,463
Earning per share — basic			$	0.13		$	0.33
Earning per share — diluted			$	0.13		$	0.28
Weighted average number of shares — basic				10,221,612			10,500,000
Weighted average number of shares — diluted				10,237,719			10,580,229

Note A:  The following stock compensation expenses resulting from the Company’s stock options, ESOA, VSOs, VSO Replacement Cash Rights and KSO Cancellee Cash Rights are not included in the following categories:

		September 30, 2004		September 30, 2005
Cost of service revenues		$	994	$	202
Cost of system sales			310		18
General and administrative			969		1,913
Research and development			504		443
	Total	$	2,777	$	2,576

The accompanying notes are an integral part of these consolidated financial statements.

F-3

WIDERTHAN CO., LTD.

UNAUDITED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

For the nine months ended September 30, 2004 and 2005

												Accumulated
			Common Stock				Additional					Other
							Paid-in		Retained			Comprehensive
			Shares		Amount		Capital		Earnings			Income			Total
			(in thousands of US dollars)
Balance as of January 1, 2004				10,000,000	$	4,322	$	—	$	7,138		$	197		$	11,657
Accretion of preferred shares				—		—		—		(227	)		—			(227	)
Issuance of common shares(ESOA)				500,000		215		2,837		—			—			3,052
Stock options				—		—		154		—			—			154
Comprehensive income:				—		—		—		—			—			—
	Cumulative translation adjustment			—		—		—		—			684			684
	Net income			—		—		—		1,862			—			1,862
		Total comprehensive income		—		—		—		—			—			2,546
Balance as of September 30, 2004				10,500,000	$	4,537	$	2,991	$	8,773		$	881		$	17,182
Balance as of January 1, 2005				10,500,000	$	4,537	$	3,050	$	10,582		$	5,207		$	23,376
Accretion of preferred shares				—		—		—		(871	)		—			(871	)
Issuance of KSO Cancellee Cash Rights				—		—		85		—			—			85
Stock options				—		—		1,484		—			—			1,484
Comprehensive income:				—		—		—		—			—			—
	Cumulative translation adjustment			—		—		—		—			(858	)		(858	)
	Net income			—		—		—		5,871			—			5,871
		Total comprehensive income		—		—		—		—			—			5,013
Balance as of September 30, 2005				10,500,000	$	4,537	$	4,619	$	15,582		$	4,349		$	29,087

The accompanying notes are an integral part of these consolidated financial statements.

F-4

WIDERTHAN CO., LTD.

UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS

For the nine months ended September 30, 2004 and 2005

				September 30, 2004			September 30, 2005
				(in thousands of US dollars)
Cash flows from operating activities:
Net income				$	1,862		$	5,871
Adjustments to reconcile net income to net cash provided by operating activities:
		Depreciation and amortization			1,622			3,104
		Stock compensation expenses			2,777			2,576
		Minority interest			—			(100	)
		Foreign exchange translation gain, net			(7	)		(122	)
		Equity in (gain) loss of related equity investment			(33	)		134
		Provision for severance benefits			678			842
Change in operating assets and liabilities:
		Increase in restricted cash			—			(8,069	)
		Increase in accounts receivable			(3,673	)		(6,171	)
		Increase in deferred costs			(1,597	)		(11,761	)
		Decrease in other assets			2,750			2,088
		Increase (decrease) in trade accounts payable			(451	)		4,786
		Increase in deferred income			471			3,314
		Decrease in accrued expenses			(843	)		(376	)
		Decrease in taxes payable			(1,000	)		(1,253	)
		Payment of severance benefits			(17	)		(202	)
		Increase (decrease) in other liabilities			(267	)		335
			Net cash provided by (used in) operating activities		2,272			(5,004	)
Cash flows from investing activities:
		Purchase of property, plant and equipment			(3,663	)		(4,399	)
		Proceeds from sales of property, plant and equipment			10			54
		Refund of purchase consideration			—			190
			Net cash used in investing activities		(3,653	)		(4,155	)
Cash flows from financing activities:
		Issuance of common, net			430			—
		Issuance of short-term debt			—			9,209
		Issuance of preferred stock			—			469
		Issuance of common shares by WT Investor Corp. to minority interest holders			—			1,000
			Net cash provided by financing activities		430			10,678
Effect of exchange rate changes on cash and cash equivalents					(719	)		(483	)
	Net decrease in cash and cash equivalents				(1,670	)		1,036
Cash and cash equivalents:
	Beginning of year				10,826			17,817
	End of period			$	9,156		$	18,853

The accompanying notes are an integral part of these consolidated financial statements.

F-5

WIDERTHAN CO., LTD.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

As of and for the nine months ended September 30, 2004 and 2005

(In thousands of US dollars, except share data)

1. Basis of Presentation

      The accompanying unaudited interim consolidated financial statements of WiderThan Co., Ltd. and its subsidiaries (collectively referred to as the “Company”) have been prepared in accordance with Accounting Principles Board (“APB”) No. 28, Interim Financial Reporting regarding interim financial information and, accordingly, do not include all of the information and note disclosures required by accounting principles generally accepted in the United States of America for complete financial statements. WiderThan Co., Ltd, the parent company, consolidates WiderThan Americas, Inc. (“WiderThan Americas”), WiderThan UK Ltd. and PT WiderThan Indonesia, as it controls these entities through its ownership of 100% of their outstanding common shares. WiderThan Co., Ltd. also consolidates WT Investor Corp. (“WTIC”) and Melody Share Corporation under Financial Accounting Standards Board (“FASB”) Interpretation No. 46(R) Consolidation of Variable Interest Entities (“FIN 46(R)”), as it has a variable interest in WTIC and is its primary beneficiary. WTIC also consolidates Melody Share Corporation under FIN 46(R) as it has a variable interest in Melody Share Corporation and is its primary beneficiary.

      These financial statements should be read in conjunction with the consolidated financial statements and notes thereto for the years ended December 31, 2002, 2003 and 2004, included in this registration statement. The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America and reflect all adjustments (consisting solely of normal, recurring adjustments) which are, in the opinion of management, necessary for a fair presentation of results for this interim period. The results of operations for the nine months ended September 30, 2005 are not necessarily indicative of the results that may be expected for the year ending December 31, 2005.

2. Acquisition of WiderThan Americas

      In accordance with the purchase method of accounting, the operating results of WiderThan Americas have been included in the Company’s consolidated operating results since the date of acquisition, October 8, 2004 and therefore included in the consolidated statement of operations for the nine months ended September 30, 2005, but not for the nine months ended September 30, 2004. The following unaudited pro forma financial information for the nine months ended September 30, 2004 combines the results of operation of WiderThan Americas as if the acquisition had taken place on January 1, 2004, after giving effects to certain adjustments including: amortization of acquired intangibles, adjustment to depreciation to conform useful lives of property and equipment, elimination of costs incurred by

F-6

WIDERTHAN CO., LTD.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

As of and for the nine months ended September 30, 2004 and 2005

(In thousands of US dollars, except share data)

WiderThan Americas relating to the acquisition, nine months of accretion of the Series B convertible redeemable preferred stock and a normal charge for income taxes:

	2004
Revenue	$	48,678
Net income		1,596
Accretion of preferred shares		(624	)
Net income attributable to common shares	$	348
Earnings per share — basic	$	0.03
Earnings per share — diluted	$	0.02
Weighted average number of shares — basic		10,221,612
Weighted average number of shares — diluted		13,714,112

3. VSO Exchange

      In August 2005, all of the virtual stock options granted by WiderThan Americas in connection with the Company’s acquisition of WiderThan Americas in October 2004 (the “VSOs”) were cancelled. In exchange, holders of these VSOs were awarded cash rights (“VSO Replacement Cash Rights”) by Melody Share Corporation and, if eligible, stock options to purchase common shares of the Company (the cancellation and exchange to be referred to as the “VSO Exchange”). A VSO Replacement Cash Right entitles the holder to receive from Melody Share Corporation the excess of the price per ADS in the Company’s initial public offering (less underwriting commission) over $9.37. Payments to VSO Replacement Cash Right holders are due by Melody Share Corporation on June 30, 2006. Melody Share Corporation is a special purpose company organized under the laws of the Cayman Islands, which the Company is required to consolidate under FIN 46(R).

      As part of the VSO Exchange, Melody Share Corporation purchased 876,167 shares of Series C convertible, redeemable preferred stock of WiderThan Co., Ltd. (the “Series C Preferred”) at a purchase price of $9.37 per share (an aggregate purchase price of $8,207). Under certain agreements entered into in the VSO Exchange, Melody Share Corporation is required to convert such Series C Preferred into common shares and sell such common shares in the Company’s initial public offering. Melody Share Corporation will use the cash received in such sale to fund the VSO Replacement Cash Rights.

      In connection with the VSO Exchange, two shareholders of WiderThan Co., Ltd., i-Hatch Ventures, L.P. and Nokia Venture Partners II, L.P., formed WTIC solely for the purpose of providing credit support to the loan obtained by Melody Share Corporation. The Company consolidated WTIC in accordance with FIN 46(R), and the Company has allocated the ownership by i-Hatch Ventures, L.P. and Nokia Venture Partners II, L.P. as minority interest in the Company’s consolidated financial statements. This loan is repayable on December 15, 2005. If the closing of the offering does not occur before December 15, 2005, the two WTIC shareholders will negotiate an extension of the lending arrangement to accommodate the closing of the offering occurring after December 15, 2005. In such case, the VSO Replacement Cash Right Agreements will also be extended accordingly, thereby resulting in no additional obligation on the part of WiderThan Co., Ltd. or WiderThan Americas.

      If the loan to Melody Share Corporation is not extended, then the VSO Replacement Cash Rights Agreements will be terminated, and WiderThan Americas will be required to either reinstate the VSOs or

F-7

WIDERTHAN CO., LTD.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

As of and for the nine months ended September 30, 2004 and 2005

(In thousands of US dollars, except share data)

provide for an alternative compensation program that preserves the economic benefit of the previously granted VSOs. In addition, WiderThan Co., Ltd. will most likely redeem the Series C Preferred at the request of Melody Share Corporation for a redemption price equal to the original issue price plus a premium representing 10% per annum on such issue price. In this case, however, the Company will not be able to proceed with its contemplated initial public offering.

4. Restricted Cash

      As of September 30, 2005, the Company had on deposit cash in the amount of $8,069, which was classified as restricted cash. The Company is required to hold this cash in escrow until the Series C Preferred held by Melody Share Corporation are either converted into common stock or redeemed.

5. Allowance for Accounts Receivable

      Changes in the allowance for accounts receivable for the nine months ended September 30, 2004 and 2005, are as follows:

	2004		2005
Balance at beginning of year	$	22	$	58
Additional provision		—		169
Write-offs		—		(6	)
Effect of foreign currency translation		1		(1	)
Balance at end of period	$	23	$	220

6. Deferred Costs

      Deferred costs as of December 31, 2004 and September 30, 2005 consist of the following:

		2004			2005
Deferred costs on carrier projects:
	Costs deferred on contracts prior to contracts being signed	$	296		$	1,472
	Costs being amortized over the life of the contract		1,487			1,614
	Costs deferred on contracts until the project has been accepted by the customer		291			2,689
Deferred music copyright costs			—			3,800
IPO related costs			—			3,009
Others			56			440
Total deferred costs		$	2,130		$	13,024
Less current portion			(1,116	)		(11,986	)
		$	1,014		$	1,038

      The Company defers costs on carrier projects for service revenues and system sales. Deferred costs consist primarily of costs to acquire hardware and software from third parties; outsourcing, payroll and related travel and lodging costs for our employees and other third parties to customize, install and operate the system, as defined in each contract. These costs are deferred when work has been completed prior to

F-8

WIDERTHAN CO., LTD.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

As of and for the nine months ended September 30, 2004 and 2005

(In thousands of US dollars, except share data)

contracts being signed, or when revenue and costs are amortized over the life of the contract or when revenue and costs are deferred until the project has been accepted by the customer.

      The Company recognizes costs on its carrier projects in accordance with its revenue recognition policy for each contract. For revenue recognized under the completed contract method, costs are deferred until the products are delivered, or upon completion of services or, where applicable, customer acceptance. For revenue recognized under the percentage of completion method, costs are recognized as the products are delivered, or the services provided in accordance with the percentage of completion calculation. For revenue recognized ratably over the term of the contract, costs are also recognized ratably over the term of the contract, commencing on the date revenue recognition commences. At each balance sheet date, the Company reviews its deferred costs on each contract, to ensure they are ultimately recoverable. In situations where the Company has not yet received a signed contract, the Company defers costs when the Company considers it probable that a contract will be executed. Any anticipated losses on uncompleted contracts are recognized when evidence indicates the estimated total cost of a contract exceeds its estimated total revenue or if actual costs deferred exceed contractual revenue.

      The Company pays music labels and production companies in advance for the use of copyrighted music content identified by one of its wireless carrier customers. The Company is reimbursed by this carrier customer for such advance payment amounts.

7. Property, Plant and Equipment

      Property, plant and equipment as of December 31, 2004 and September 30, 2005 consist of the following:

	2004			2005
Furniture and equipment	$	9,116		$	12,466
Software externally-purchased		3,166			3,349
Leasehold improvements		785			789
		13,067			16,604
Less: accumulated depreciation		(4,948	)		(7,324	)
	$	8,119		$	9,280

      Depreciation expense for the nine months ended September 30, 2004 and 2005 were $1,620 and $2,896, respectively.

8. Short-term debt

      In connection with the VSO Exchange, in August 2005, Melody Share Corporation obtained a non-revolving line of credit from a bank at an annual interest rate equal to the greater of (i) 0.50% above the prime rate and (ii) 6.50%. If the Company’s initial public offering does not occur on or before December 15, 2005, the loan and accrued and unpaid interest is repayable on or before December 31, 2005.

      Melody Share Corporation is consolidated into the Company’s financial statements as required by FIN 46(R). Notwithstanding the loan appearing on the accompanying consolidated financial statements, this loan is the obligation of Melody Share Corporation and, other than the obligation of WiderThan Co., Ltd. to reimburse WTIC for up to US$170,000 in expenses, WiderThan Co., Ltd. does not bear any liability in connection with it.

F-9

WIDERTHAN CO., LTD.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

As of and for the nine months ended September 30, 2004 and 2005

(In thousands of US dollars, except share data)

9. Accrued Severance Benefits

      Changes in accrued severance benefits for the nine months ended September 30, 2004 and 2005 are as follows:

	2004			2005
Balance at beginning of year	$	226		$	399
Provisions for severance benefits		678			842
Severance payments		(17	)		(202	)
Effect of foreign currency translation		15			(17	)
	$	902		$	1,022
Less: amounts placed on deposit at insurance company		(54	)		(92	)
Balance at the end of period	$	848		$	930

      The Company expects to pay the following severance benefits to its employees annually as follows:

2005	$	1,123
2006		1,123
2007		1,123
2008		1,123
2009		1,123
2010-2014		5,615

      The expected benefits to be paid annually to its employees were determined based on the current employee salary rates and the number of service years that will be accumulated upon retirement. These amounts do not include amounts that might be paid to employees that will cease working for the Company before their normal retirement age. These assumptions are different from those utilized in computing the amounts presented in the change in accrued severance benefits table illustrated above.

10. Commitments and Contingencies

      In June 2005, an association representing music producers in Korea sent the Company a notice demanding payment of fees for the Company’s use in its carrier application services since July 2004 of songs over which the association claims it holds certain rights. The Company used, and paid fees for, these songs under licensing agreements with independent music label companies which agreements contain representations that these music label companies are the rightful, legal owner of the songs. Nevertheless, the association is claiming that it is the rightful owner.

      The Company is currently investigating the merit of the association’s claims and the scope of any potential liability. Under the Company’s licensing agreements, the independent music label companies are required to indemnify the Company for any losses resulting from their breach of representations. Should the Company become liable to the association in this matter, the Company intends to exercise its indemnity rights under its licensing agreements with the independent music label companies.

11. Convertible Redeemable Preferred Stock

      In June 2005, WiderThan Co., Ltd. authorized 2 million shares of a new class of Series C Preferred and in August 2005, in connection with the VSO Exchange, WiderThan Co., Ltd. issued 876,167 shares of

F-10

WIDERTHAN CO., LTD.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

As of and for the nine months ended September 30, 2004 and 2005

(In thousands of US dollars, except share data)

Series C Preferred to Melody Share Corporation for a purchase price of $9.37 per share for an aggregate purchase price of $8,207. However, as the Company is required to consolidate Melody Share Corporation under FIN 46(R), these 876,167 shares are not considered issued and outstanding in the accompanying consolidated financial statements. According to the Articles of Incorporation of WiderThan Co., Ltd. and the contractual obligations of Melody Share Corporation, the Series C Preferred will be converted into common shares at a conversion ratio of 1:1 and sold in conjunction with the Company’s initial public offering. Additionally, in August 2005, WiderThan Co., Ltd. issued an additional 50,000 shares of Series C Preferred to two of its shareholders at the same purchase price of $9.37 per share for an aggregate purchase price of $469. In connection with the issuance of 50,000 shares of Series C Preferred, the Company recorded $18 of compensation expense representing the difference between the cash received for the Series C Preferred ($9.37 per share) and the fair value of the Series C Preferred as determined by a third party valuation expert ($9.75 per share).

      The Preferred Stock outstanding for the nine months ended September 30, 2004 and 2005 were as follows:

	Series A Preferred				Series B Preferred				Series C Preferred
	Shares		Amount		Shares		Amount		Shares		Amount		Total
January 1, 2004		1,428,570	$	5,780		—	$	—		—	$	—	$	5,780
Accretion of redemption		—		227		—		—		—		—		227
September 30, 2004		1,428,570	$	6,007		—	$	—		—	$	—	$	6,007
January 1, 2005		1,428,570	$	6,089		2,052,479	$	19,571		—	$	—	$	25,660
Issuance of Series C Preferred		—		—		—		—		50,000		487		487
Accretion of redemption		—		144		—		464		—		6		614
Accretion of implied
Dividends		—		—		—		258		—		—		258
September 30, 2005		1,428,570	$	6,233		2,052,479	$	20,293		50,000	$	493	$	27,019

      The above table excludes the 876,167 shares of Series C Preferred purchased by Melody Share Corporation as Melody Share Corporation is consolidated into the accompanying consolidated financial statements and the issuance of 876,167 shares is eliminated.

      The characteristics of the Series C Preferred are as follows:

          Voting

      The Series C Preferred have no voting rights.

          Liquidation Preference

      After the payment of all preferential amounts required to be paid to the holders of the Series A and B Preferred upon liquidation or dissolution of WiderThan Co., Ltd., any remaining distributable assets shall be distributed ratably among the holders of common stock and the Series C Preferred of WiderThan Co., Ltd.

F-11

WIDERTHAN CO., LTD.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

As of and for the nine months ended September 30, 2004 and 2005

(In thousands of US dollars, except share data)

          Conversion

      Each share of Series C Preferred is convertible, at the option of each holder, into one share of common stock of WiderThan Co., Ltd. at any time after the date of issuance of such share. All remaining shares of Series C Preferred shall be automatically converted into common shares of WiderThan Co., Ltd. on December 1, 2007 at the conversion rate prevailing at that time.

          Redemption

      The Series C Preferred may be redeemed at the election of each holder, any time from September 1, 2005 to December 1, 2007. If the Series C Preferred is redeemed on or prior to December 31, 2006, the shares will be redeemed at the issuance price per share plus an amount determined based on an annual rate of 10% of the issuance price of the Series C Preferred. If the Series C Preferred are redeemed after December 31, 2006, the Series C Preferred would be redeemed at 115% of their issuance price.

          Accretion of Redemption

      Because the Series C Preferred are redeemable for an amount in excess of their issuance price, the difference between their redemption value and their issuance price increases their carrying value and is charged to retained earnings using the effective interest rate method from the date of issuance to the earliest date of redemption. The redemption accretion for the Series C Preferred was $0 and $6 for the nine months ended September 30, 2004 and 2005, respectively.

     Unaudited Pro Forma Consolidated Balance Sheet

      The unaudited pro forma consolidated balance sheet presented in the accompanying consolidated financial statements reflects the automatic conversion of the Series A and Series B Preferred into 3,481,049 shares of common stock of WiderThan Co., Ltd. upon an initial public offering and the conversion of the Series C Preferred, which are contractually required to be converted into common shares and sold in the initial public offering, into 50,000 shares of common stock of WiderThan Co., Ltd.

12.     Stock Option Grants

      The following table summarizes the stock option activity for the nine months ended September 30, 2004 and 2005:

					Weighted-Average		Weighted-Average
		Number of			Exercise Price		Fair Value at
		Stock Options			Per Share		Date of Grant
Stock options outstanding as of January 1, 2004			—			—		—
	Options granted		170,000		$	3.90	$	4.40
Stock options outstanding as of September 30, 2004			170,000		$	3.90	$	4.40
Stock options outstanding as of January 1, 2005			704,000		$	4.22	$	5.06
	Options granted		879,876			8.01		4.58
	Options forfeited		(154,000	)		4.44		5.10
Stock options outstanding as of September 30, 2005			1,429,876		$	6.49	$	5.14

F-12

WIDERTHAN CO., LTD.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

As of and for the nine months ended September 30, 2004 and 2005

(In thousands of US dollars, except share data)

      WiderThan Co., Ltd. granted 131,000 stock options in February 2005, 370,750 options in June 2005 and 52,000 options in September 2005. These options vest between two and four years from the date of grant.

      In addition, in June 2005, as part of the VSO Exchange, WiderThan Co., Ltd. issued an aggregate of 326,126 stock options at an exercise price of $8.45 per share to former VSO holders, contingent upon each holder’s cancellation of the VSOs. As the VSOs were cancelled on August 11, 2005, the contingency was resolved and the Company therefore commenced the recognition of stock compensation expense associated with these stock options. For the 326,126 options granted in June 2005, $87 was recorded as part of the additional paid-in capital during the nine months ended September 30, 2005 and at September 30, 2005, an additional $1,179 of deferred compensation remained to be expensed over the vesting period of these options. These options vest two years from the date of issuance and expire seven years from the date of issuance.

      Additionally, on August 11, 2005, one board member and one employee forfeited an aggregate of 116,000 partially vested stock options previously granted and were issued fully vested cash rights (the “KSO Cancellee Cash Rights”) by Melody Share Corporation.

      Also during 2005, an employee left the Company resulting in the forfeit of an additional 38,000 shares.

      The Company uses a Black-Scholes model to determine the fair value of equity-based awards at the date of grant, with the following weighted average assumptions for grants in 2004 and 2005.

	2004			2005
Expected dividend yield		0	%		0	%
Risk free interest rate		4.55	%		3.77	%
Expected volatility		70	%		70	%
Expected life (in years from vesting)		3 years			2.36 years
Weighted average value of stock	$	6.36		$	8.49

      Stock option compensation expense is recognized using the FIN 28 model over the vesting period.

      Future annual amortization of deferred stock option compensation expense as of September 30, 2005 is as follows:

2005	$	694
2006		2,702
2007		1,164
2008		308
2009		97
Total	$	4,965

F-13

WIDERTHAN CO., LTD.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

As of and for the nine months ended September 30, 2004 and 2005

(In thousands of US dollars, except share data)

13.     Virtual Stock Options

      The compensation expense due to the VSOs charged in the nine month period ended September 30, 2005 for the Tranche A VSOs and Tranche B VSOs totaled $411 as set forth below:

			Accrued		Compensation		Effect of		Accrued
			Compensation		Expense for the		Foreign		Compensation
	Number of		Liability as at		period ended		Currency		Liability as at
	VSOs		January 1, 2005		August 11, 2005		Translation		August 11, 2005
Tranche A		146,294	$	238	$	134	$	12	$	384
Tranche B		279,855		86		277		5		368
Total		426,149	$	324	$	411	$	17	$	752

      In August 2005, in connection with the VSO Exchange, all of the VSOs granted by WiderThan Americas were cancelled. As a result, the Company recorded the elimination of its VSO liability of US$752 with a corresponding reduction to the cash rights liability.

14. VSO Replacement Cash Rights

      On August 11, 2005, in connection with the VSO Exchange, Melody Share Corporation awarded to former holders of VSOs an aggregate of 490,955 VSO Replacement Cash Rights. The VSO Replacement Cash Rights had a value of $358 at the date of their issuance and are accounted for as stock appreciation rights in accordance with SFAS 123, and as such, any changes in their intrinsic value will be charged to compensation expense. The amount of $394, the difference between compensation already recognized of $752 and intrinsic value of the VSO Replacement Cash Rights on the date of replacement of $358, reduced the liability to $358, with a corresponding increase to additional paid-in capital instead of compensation expense. As Melody Share Corporation is consolidated in the accompanying consolidated financial statements, any compensation expense incurred by Melody Share Corporation related to these VSO Replacement Cash Rights is recorded as compensation expense in the Company’s financial statements in accordance with SFAS 123.

      As set forth in Note 13 above, the accumulated liability of the VSOs at August 11, 2005, which represents the amount of compensation expense recorded by the Company to such date, was $752. As a result, in connection with the issuance of the VSO Replacement Cash Rights, the Company recognized as a compensation expense only the amount by which the value of the VSO Replacement Cash Rights on September 30, 2005 exceeded the compensation expense already charged of $752. Since that value at September 30, 2005 was $941, the Company incurred a compensation charge and a corresponding charge to VSO Replacement Cash Right liability in the amount of $208.

      In the event that the Company does not complete its initial public offering by December 15, 2005 and Melody Share Corporation’s loan is not extended beyond December 15, 2005, WiderThan Americas will be required to either reinstate the VSOs or provide for an alternative compensation program that preserves the economic benefit of the previously granted VSOs. In the event that the VSOs are reinstated, the Company will be required to reinstate the VSO liability at its fair value on that date and to record compensation expense for the excess over the value of the VSO Replacement Cash Rights replaced. However, at September 30, 2005, the VSO Replacement Cash Rights liability is approximately equal to the fair value of the historical VSO liability.

F-14

WIDERTHAN CO., LTD.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

As of and for the nine months ended September 30, 2004 and 2005

(In thousands of US dollars, except share data)

15.     KSO Cancellee Cash Rights

      On August 11, 2005, one board member and one employee forfeited an aggregate of 116,000 partially vested stock options previously granted and were awarded an aggregate of 185,212 fully vested KSO Cancellee Cash Rights by Melody Share Corporation. Similar to a VSO Replacement Cash Right, a KSO Cancellee Cash Right entitles the holder to receive from Melody Share Corporation the excess of the price per ADS in the Company’s initial public offering (less underwriting commission) less $9.37.

      In accordance with SFAS 123, the Company has accounted for this transaction as an exchange of a non-vested award for a vested award, and, on August 11, 2005, recognized the difference between the fair value of the cancelled options, $597, and the compensation expense amount previously recognized for the partially vested stock options as of August 11, 2005, $158, or $439 of compensation expense. The value of the KSO Cancellee Cash Rights was $217 on the date of their issuance and, like the VSO Replacement Cash Rights, are accounted for as stock appreciation rights in accordance with SFAS 123. The Company recorded the KSO Cancellee Cash Rights liability on the date of issuance at $217, with corresponding charge to additional paid-in capital.

      The value of the KSO Cancellee Cash Rights at September 30, 2005 was $374. However, after recording the additional $439 of compensation expense referred to above, the Company has already recognized $597 of total compensation expense relating to the issuance of the KSO Cancellee Cash Rights. Therefore, no further compensation expense is recognized relating to the change in value of the KSO Cancellee Cash Rights at September 30, 2005. The board member and the employee gave up $597 of fair value, therefore, once expense recognition of the KSO Cancellee Cash Rights exceeds $597, the Company will begin recording additional compensation expense.

16.     Stock Compensation Expenses

      Stock compensation expenses for the nine months ended September 30, 2004 and 2005 consist of the following:

	2004		2005
Stock options	$	154	$	1,484
ESOA		2,623		—
VSOs		—		411
Change in value of VSO Replacement Cash Rights		—		208
Issuance of KSO Cancellee Cash Rights		—		439
Issuance of Series C Preferred		—		34
Balance at end of period	$	2,777	$	2,576

17.     Earnings per share

      The following tables set forth the computation of basic and diluted earnings per share for the nine months periods ended September 30, 2004 and 2005, as well as earnings per share on a pro forma basis to reflect the acquisition of WiderThan Americas on January 1, 2004, for the period ended September 30,

F-15

WIDERTHAN CO., LTD.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

As of and for the nine months ended September 30, 2004 and 2005

(In thousands of US dollars, except share data)

2004. Weighted average shares outstanding are considered outstanding from their date of issuance and are weighted accordingly.

	2004				2005
Shares and share equivalents	Basic		Diluted		Basic		Diluted
Common Shares		10,000,000		10,000,000		10,000,000		10,000,000
Employee Stock Ownership Association Shares		221,612		221,612		500,000		500,000
Outstanding Stock Options		—		16,107		—		80,229
Weighted average shares outstanding		10,221,612		10,237,719		10,500,000		10,580,229

      In 2004 and 2005, the effect of the Series A, Series B and Series C Preferred are excluded from the diluted earnings per share calculation as their effects are anti-dilutive.

	2004
Unaudited pro forma shares and share equivalents	Basic		Diluted
Common Shares		10,000,000		10,000,000
Employee Stock Ownership Association Shares		221,612		221,612
Series A Preferred		—		1,428,570
Series B Preferred		—		2,052,479
Outstanding Stock Options		—		11,451
Pro forma weighted average shares outstanding		10,221,612		13,714,112

      The Series C Preferred were not issued until August 2005 and are therefore excluded from the above calculation of pro forma weighted average number of shares outstanding in 2004.

18.     Related Party Transactions

     Melody Share Corporation

      Melody Share Corporation financed its purchase of 876,167 shares of Series C Preferred of WiderThan Co., Ltd. through a loan from a bank. Two of our shareholders formed a corporation, WTIC, to financially support Melody Share Corporation in obtaining the loan. Support was provided in the form of a put agreement pursuant to which WTIC agreed to purchase from the lender or Melody Share Corporation the Series C Preferred that Melody Share Corporation pledged as security to the lender if Melody Share Corporation is unable to repay the loan in full.

      WTIC and Melody Share Corporation are considered to be variable interest entities under FIN 46(R). As WTIC holds a variable interest in Melody Share Corporation, and is its primary beneficiary, WTIC is required to consolidate Melody Share Corporation under FIN 46(R). As WiderThan Co., Ltd. also holds a variable interest in WTIC, and is its primary beneficiary, WiderThan Co. Ltd., is also required to consolidate WTIC under FIN 46(R).

     WT Investor Corp.

      In connection with the VSO Exchange, WiderThan Co., Ltd. agreed to reimburse WTIC for up to US$170 in expenses in connection with the entire VSO Exchange transaction in the event that WTIC does not receive any portion of the facilitation fee of $400 to which it may be entitled upon completion of the Company’s initial public offering. With respect to this obligation, however, the reimbursable expenses are limited to a maximum amount of US$170, and thus the Company does not consider them to be likely and significant and therefore, the Company believes that no further disclosure is required under FIN 45, Whether FASB Interpretation No. 45, Guarantor’s Accounting and Disclosure Requirements for

F-16

WIDERTHAN CO., LTD.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

As of and for the nine months ended September 30, 2004 and 2005

(In thousands of US dollars, except share data)

Guarantees, Including Guarantees of Indebtedness of Others, Provides Support for Subsequently Accounting for a Guarantor’s Liability at Fair Value.

19. Condensed Consolidating Financial Statements

      As discussed above, in connection with the VSO Exchange, Melody Share Corporation obtained a bank loan, supported by WTIC, both of which are required to be consolidated under FIN 46(R) in the accompanying consolidated financial statements. Neither WiderThan Co., Ltd., the parent company, nor its other subsidiaries provide any guarantee on this bank loan. In addition, WiderThan Co., Ltd. does not own any equity interest in Melody Share Corporation or WT Investor Corp.

      Provided supplementally below are the condensed consolidating balance sheet as of September 30, 2005 and the condensed consolidating statement of operations and of cash flows for the nine-month period ended September 30, 2005 of the parent company together with its subsidiaries that do not guarantee the bank loan, Melody Share Corporation (the debt holder) and WTIC (the guarantor).

F-17

WIDERTHAN CO., LTD.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

As of and for the nine months ended September 30, 2004 and 2005

(In thousands of US dollars, except share data)

Condensed Consolidating Balance Sheet

As of September 30, 2005

			WiderThan Co.,
			Ltd. and other
			subsidiaries
			(Parent and
			other
			subsidiaries)
					WT Investor)		Melody Share)		Eliminations			Consolidated
					Corp.		Corporation
					(Guarantor		(Debt holder
ASSETS
Current assets
	Cash and cash equivalents		$	17,242	$	1,000	$	611	$	—		$	18,853
	Restricted cash			8,069		—		—		—			8,069
	Accounts receivable, net			24,797		—		—		—			24,797
	Deferred costs			11,399		—		587		—			11,986
	Other current assets			1,555		—		—		—			1,555
		Total current assets		63,062		1,000		1,198		—			65,260
Property, plant and equipment, net				9,280		—		—		—			9,280
Goodwill				18,092		—		—		—			18,092
Other non-current assets				6,002		—		8,207		(8,207	)		6,002
		Total assets	$	96,436	$	1,000	$	9,405	$	(8,207	)	$	98,634
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities
	Accounts payable		$	15,957	$	—	$	—	$	—		$	15,957
	Deferred income			4,618		—		—		—			4,618
	Accrued expenses			3,714		—		—		—			3,714
	Taxes payable			1,814		—		—		—			1,814
	Short-term debt			—		—		9,209		—			9,209
	Cash rights liability			—		—		1,314		—			1,314
	Other current liabilities			1,476		—		296		—			1,772
		Total current liabilities		27,579		—		10,819		—			38,398
Other non-current liabilities				3,230		—		—		—			3,230
		Total liabilities	$	30,809	$	—	$	10,819	$	—		$	41,628

F-18

WIDERTHAN CO., LTD.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

As of and for the nine months ended September 30, 2004 and 2005

(In thousands of US dollars, except share data)

			WiderThan Co.,
			Ltd. and other
			subsidiaries
			(Parent and
			other
			subsidiaries)
					WT Investor)		Melody Share)			Eliminations			Consolidated
					Corp.		Corporation
					(Guarantor		(Debt holder
Commitments and contingencies
Minority interest			$	—	$	—	$	—		$	900		$	900
Convertible redeemable preferred stock: W500 par value
	Series A authorized 5 million shares, issued and outstanding 1,428,570, liquidation preference $4.39		$	6,233	$	—	$	—		$	—		$	6,233
	Series B authorized 5 million shares, issued and outstanding 2,052,479, liquidation preference $13.51			20,293		—		—			—			20,293
	Series C authorized 2 million shares, issued and outstanding 926,167 WiderThan Co., Ltd. and other subsidiaries, 0 WT Investor Corp., 876,167 Melody Share Corporation, 50,000 consolidated			9,148		—		—			(8,655	)		493
		Total preferred stock	$	35,674	$	—	$	—		$	(8,655	)	$	27,019
Stockholders’ equity
	Common stock: W500 par value; authorized 30 million shares, issued and outstanding 10.5 million		$	4,537	$	—	$	—		$	—		$	4,537
	Additional paid-in capital			5,933		1,000		—			(2,314	)		4,619
	Retained earnings			15,154		—		(1,414	)		1,842			15,582
	Accumulated other comprehensive income			4,329		—		—			20			4,349
		Total stockholders’ equity		29,953		1,000		(1,414	)		(452	)		29,087
		Total liabilities and stockholders’ equity	$	96,436	$	1,000	$	9,405		$	(8,207	)	$	98,634

F-19

WIDERTHAN CO., LTD.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

As of and for the nine months ended September 30, 2004 and 2005

(In thousands of US dollars, except share data)

Condensed Consolidating Statement Of Operations

For the nine months ended September 30, 2005

			WiderThan Co.,
			Ltd. and other
			subsidiaries		WT Investor		Melody Share
			(Parent and other		Corp.		Corporation
			subsidiaries)		(Guarantor)		(Debt holder)			Eliminations			Consolidated
Revenues
	Service revenues (includes revenues from related parties of $32,634 and $44,415) Carrier application services		$	43,540	$	—	$	—		$	—		$	43,540
		Content services		13,872		—		—			—			13,872
		Professional and other services		6,415		—		—			—			6,415
	Total service revenues			63,827		—		—			—			63,827
	System sales (includes revenues from related parties of $946 and $3,617)			6,248		—		—			—			6,248
Total revenues				70,075		—		—			—			70,075
Costs and expenses
	Cost of service revenues (exclusive of depreciation and amortization, as shown below) (includes costs from related parties of $522 and $1,046)			23,292		—		—			—			23,292
	Cost of system sales (exclusive of depreciation and amortization, as shown below) (includes costs from related parties of $4 and $79)			4,049		—		—			—			4,049
	Depreciation and amortization			3,104		—		—			—			3,104
	Selling and marketing			3,538		—		—			—			3,538
	General and administrative			16,668		—		—			—			16,668
	Research and development			8,805		—		—			—			8,805
	Stock compensation (Note A)			2,893		—		1,314			(1,631	)		2,576
Total costs and expenses				62,349		—		1,314			(1,631	)		62,032
Operating income				7,726		—		(1,314	)		1,631			8,043
Other income
	Interest income			392		—		(100	)		—			292
	Foreign exchange gain, net			122		—		—			—			122
Total other income				514		—		(100	)		—			414

F-20

WIDERTHAN CO., LTD.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

As of and for the nine months ended September 30, 2004 and 2005

(In thousands of US dollars, except share data)

			WiderThan Co.,
			Ltd. and other
			subsidiaries			WT Investor		Melody Share
			(Parent and other			Corp.		Corporation
			subsidiaries)			(Guarantor)		(Debt holder)			Eliminations			Consolidated
Income before taxes, earnings from equity method investment and minority interest				8,240			—		(1,414	)		1,631			8,457
Income taxes				2,552			—		—			—			2,552
Income before earnings from equity method investment and minority interest				5,688			—		(1,414	)		1,631			5,905
Minority Interest				—			—		—			100			100
Gain (loss) from equity method investment				(134	)		—		—			—			(134	)
Net income			$	5,554		$	—	$	(1,414	)	$	1,731		$	5,871
Accretion of preferred shares			$	(982	)	$	—	$	—		$	111		$	(871	)
Amounts allocated to participating preferred shareholders				(1,293	)		—		—			(244	)		(1,537	)
Net income attributable to common shares			$	3,279		$	—	$	(1,414	)	$	1,598		$	3,463
Earning per share — basic			$	0.30		$	—	$	(28.28	)				$	0.33
Earning per share — diluted			$	0.28		$	—	$	(28.28	)				$	0.28
Weighted average number of shares — basic				10,500,000			1,000,000		50,000						10,500,000
Weighted average number of shares — diluted				10,580,229			1,000,000		50,000						10,580,229
Note A: The following stock compensation expenses resulting from the Company’s stock options, ESOA, VSOs, VSO Replacement Cash Rights and KSO Cancellee Cash Rights are not included in the following categories:
	Cost of service revenues		$	216		$	—	$	56		$	(70	)	$	202
	Cost of system sales			23			—		20			(25	)		18
	General and administrative			2,062			—		627			(776	)		1,913
	Research and development			592			—		611			(760	)		443
		Total	$	2,893		$	—	$	1,314		$	(1,631	)	$	2,576

F-21

WIDERTHAN CO., LTD.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

As of and for the nine months ended September 30, 2004 and 2005

(In thousands of US dollars, except share data)

Condensed Consolidating Statement Of Cash Flows

For the nine months ended September 30, 2005

			WiderThan Co.,
			Ltd. and other					Melody
			subsidiaries			WT		Share
			(Parent and			Investor		Corporation
			other			Corp.		(Debt
			subsidiaries)			(Guarantor)		holder)			Eliminations			Consolidated
Cash flows from operating activities:
Net income			$	5,554		$	—	$	(1,414	)	$	1,731		$	5,871
Adjustments to reconcile net income to net cash provided by operating activities:
	Depreciation and amortization			3,104			—		—			—			3,104
	Stock compensation expenses			2,893			—		1,314			(1,631	)		2,576
	Loss assigned to minority interest			—			—		—			(100	)		(100	)
	Foreign exchange translation gain, net			(122	)		—		—			—			(122	)
	Equity in gain(loss) of related equity investment			134			—		—			—			134
	Provision for severance benefits			842			—		—			—			842
Change in operating assets and liabilities:
	Increase in restricted cash			(8,069	)		—		—			—			(8,069	)
	Increase in accounts receivable			(6,171	)		—		—			—			(6,171	)
	Increase in deferred costs			(11,174	)		—		(587	)		—			(11,761	)
	Decrease in other assets			2,088			—		—			—			2,088
	Increase (decrease) in trade accounts payable			4,786			—		—			—			4,786
	Increase in deferred income			3,314			—		—			—			3,314
	Decrease in accrued expenses			(376	)		—		—			—			(376	)
	Decrease in taxes payable			(1,253	)		—		—			—			(1,253	)
	Payment of severance benefits			(202	)		—		—			—			(202	)
	Increase (decrease) in other liabilities			39			—		296			—			335
		Net cash provided by operating activities		(4,613	)		—		(391	)		—			(5,004	)
Cash flows from investing activities:
	Purchase of property, plant and equipment			(4,399	)		—		—			—			(4,399	)
	Investment in Preferred C			—			—		(8,207	)		8,207			—
	Proceeds from sales of property, plant and equipment			54			—		—			—			54
	Refund of purchase consideration			190			—		—			—			190
		Net cash used in investing activities		(4,155	)		0		(8,207	)		8,207			(4,155	)
Cash flows from financing activities:
	Issuance of common,net			—			1,000		—			(1,000	)		—
	Issuance of short-term debt			—			—		9,209			—			9,209
	Issuance of Preferred C			8,669			—		—			(8,200	)		469
	Increase in minority interest			—			—		—			1,000			1,000
		Net cash provided by financing activities		8,669			1,000		9,209			(8,200	)		10,678
Effect of exchange rate changes on cash and cash equivalents				(476	)		—		—			(7	)		(483	)
	Net increase (decrease) in cash and cash equivalents			(575	)		1,000		611			—			1,036
Cash and cash equivalents:
	Beginning of year			17,817			—		—			—			17,817
	End of period		$	17,242		$	1,000	$	611		$	—		$	18,853

F-22

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and the Shareholders of WiderThan Co., Ltd.

      In our opinion, the accompanying consolidated balance sheets and the related consolidated statements of operations, of changes in shareholders’ equity and of cash flows present fairly, in all material respects, the financial position of WiderThan Co., Ltd. and its subsidiary (the “Company”) as of December 31, 2003 and 2004 and the results of their operations and their cash flows for the years ended December 31, 2002, 2003 and 2004 in conformity with accounting principles generally accepted in the United States of America. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

Samil PricewaterhouseCoopers

Seoul, Korea

May 4, 2005

F-23

WIDERTHAN CO., LTD.

CONSOLIDATED BALANCE SHEETS

December 31, 2003 and 2004

							2004
							Pro Forma
			2003		2004		Note 9
							(Unaudited)
			(In thousands of US dollars,
			except share data)
ASSETS
Current assets
	Cash and cash equivalents		$	10,826	$	17,817	$	17,817
	Short-term financial instruments			1,674		1,931		1,931
	Accounts receivable, net (from related parties of $12,180 and $13,050
		in 2003 and 2004, respectively)		12,771		18,763		18,763
	Other current assets			767		2,146		2,146
		Total current assets		26,038		40,657		40,657
Property, plant and equipment, net				4,646		8,119		8,119
Leasehold and other deposits				775		1,209		1,209
Goodwill				—		18,399		18,399
Intangible assets, net				7		2,802		2,802
Other non-current assets				814		2,178		2,178
		Total assets	$	32,280	$	73,364	$	73,364
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities
	Accounts payable (to related parties of $724 and $462
		in 2003 and 2004, respectively)	$	7,916	$	11,348	$	11,348
	Deferred income			471		1,345		1,345
	Accrued expenses			2,445		4,093		5,120
	Taxes payable			2,810		3,060		3,060
	Other current liabilities			620		1,921		894
		Total current liabilities		14,262		21,767		21,767
Other non-current liabilities				581		2,561		2,561
		Total liabilities	$	14,843	$	24,328	$	24,328
Commitments and contingencies
Convertible redeemable preferred stock: W500 par value
	Series A authorized 5 million shares, issued and outstanding 1,428,570, liquidation preference $4.39		$	5,780	$	6,089	$	—
	Series B authorized 5 million shares, issued and outstanding 0, 2,052,479 and 0 in 2003, 2004 and 2004 pro forma, respectively, liquidation preference $13.51			—		19,571		—
		Total preferred stock	$	5,780	$	25,660	$	—
Stockholders’ equity
	Common stock: W500 par value; authorized 18 million shares, issued and outstanding 10.0 million, 10.5 million and 14.0 million shares in 2003, 2004 and 2004 pro forma, respectively		$	4,322	$	4,537	$	6,217
	Additional paid-in capital			—		3,050		27,030
	Retained earnings			7,138		10,582		10,582
	Accumulated other comprehensive income (loss)			197		5,207		5,207
		Total stockholders’ equity		11,657		23,376		49,036
		Total liabilities and stockholders’ equity	$	32,280	$	73,364	$	73,364

The accompanying notes are an integral part of these consolidated financial statements.

F-24

WIDERTHAN CO., LTD.

CONSOLIDATED STATEMENTS OF OPERATIONS

Years ended December 31, 2002, 2003 and 2004

			2002			2003			2004
			(In thousands of US dollars,
			except share and per share data)
Revenues
	Service revenues (includes revenues from related parties of $18,681, $34,273 and $46,646)
		Carrier application services	$	4,682		$	12,756		$	24,670
		Content services		4,580			11,448			18,176
		Professional and other services		10,892			10,370			9,423
	Total service revenues			20,154			34,574			52,269
	System sales (includes revenues from related parties of $11,580, $23,601 and $4,436)			23,212			24,470			10,563
Total revenues				43,366			59,044			62,832
Costs and expenses
	Cost of service revenues (exclusive of depreciation and amortization, as shown below) (includes costs from related parties of $10, $940 and $1,464)			12,591			17,766			22,585
	Cost of system sales (exclusive of depreciation and amortization, as shown below)			21,260			20,311			7,813
	(includes costs from related parties of $6,631, $1,018 and $9)
	Depreciation and amortization			543			1,244			2,490
	Selling and marketing			1,454			2,841			2,601
	General and administrative			3,511			7,300			14,355
	Research and development			1,020			1,374			3,760
	Stock compensation (Note A)			—			—			3,029
Total costs and expenses				40,379			50,836			56,633
Operating income				2,987			8,208			6,199
Other income (loss)
	Interest income, net			110			303			367
	Foreign exchange gain (loss), net			(10	)		5			(574	)
	Investment loss			—			(145	)		—
Total other income (loss)				100			163			(207	)
Income before taxes, earnings from equity method investment				3,087			8,371			5,992
Income taxes				1,153			2,583			2,156
Income before earnings from equity method investment				1,934			5,788			3,836
Earnings from equity method investment				1			201			113
Net income			$	1,935		$	5,989		$	3,949
Accretion of preferred shares			$	(371	)	$	(283	)	$	(505	)
Amounts allocated to participating preferred shareholders				(253	)		(871	)		(770	)
Net income attributable to common shareholders			$	1,311		$	4,835		$	2,674
Earning per share — basic			$	0.13		$	0.48		$	0.26
Earning per share — diluted			$	0.13		$	0.48		$	0.26
Weighted average number of shares — basic				10,000,000			10,000,000			10,293,151
Weighted average number of shares — diluted				10,000,000			10,000,000			10,326,993

Note A:  The following stock compensation expenses resulting from the Company’s stock options, employee stock ownership association (“ESOA”) and our virtual stock options (“VSOs”) are not included in the following expense categories:

	2002		2003		2004
Cost of services revenue		—		—		1,024
Cost of system sales		—		—		326
Selling and marketing		—		—
General and administrative		—		—		1,041
Research and development		—		—		638
		—		—		3,029

The accompanying notes are an integral part of these consolidated financial statements.

F-25

WIDERTHAN CO., LTD.

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

Years ended December 31, 2002, 2003 and 2004

												Accumulated
									Retained			Other
			Common Stock				Additional		Earnings			Comprehensive
							Paid-in		(Accumulated			Income
			Shares		Amount		Capital		Deficit)			(Loss)			Total
			(In thousands of US dollars, except share data)
Balance as of December 31, 2001				10,000,000	$	4,322	$	—	$	(132	)	$	(491	)	$	3,699
Accretion of preferred shares				—		—		—		(371	)		—			(371	)
Comprehensive income:				—		—		—		—			—			—
	Cumulative translation adjustment			—		—		—		—			763			763
	Net income			—		—		—		1,935			—			1,935
		Total comprehensive income		—		—		—		—			—			2,698
Balance as of December 31, 2002				10,000,000	$	4,322	$	—	$	1,432		$	272		$	6,026
Accretion of preferred shares				—		—		—		(283	)		—			(283	)
Comprehensive income:				—		—		—		—			—			—
	Cumulative translation adjustment			—		—		—		—			(75	)		(75	)
	Net income			—		—		—		5,989			—			5,989
		Total comprehensive income		—		—		—		—			—			5,914
Balance as of December 31, 2003				10,000,000	$	4,322	$	—	$	7,138		$	197		$	11,657
Issuance of common shares (ESOA)				500,000		215		2,879		—			—			3,094
Accretion of preferred shares				—		—		—		(505	)		—			(505	)
Stock options				—		—		171		—			—			171
Comprehensive income (loss):				—		—		—		—			—			—
	Cumulative translation adjustment			—		—		—		—			5,010			5,010
	Net income			—		—		—		3,949			—			3,949
		Total comprehensive income (loss)		—		—		—		—			—			8,959
Balance as of December 31, 2004				10,500,000	$	4,537	$	3,050	$	10,582		$	5,207		$	23,376

The accompanying notes are an integral part of these consolidated financial statements.

F-26

WIDERTHAN CO., LTD.

CONSOLIDATED STATEMENTS OF CASH FLOWS

Years ended December 31, 2002, 2003 and 2004

				2002			2003			2004
				(In thousands of US dollars)
Cash flows from operating activities:
Net income (loss)				$	1,935		$	5,989		$	3,949
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
		Depreciation and amortization			543			1,244			2,490
		Stock compensation expenses			—			—			3,029
		Foreign exchange translation loss (gain), net			1			(15	)		188
		Equity in loss (earnings) of related equity investment			(1	)		(201	)		(113	)
		Provision for severance			466			658			929
		Others, net			(39	)		320			41
Change in operating assets and liabilities:
		Decrease (increase) in accounts receivable			(11,670	)		5,904			(1,748	)
		Decrease (increase) in other assets			353			423			(844	)
		Increase (decrease) in accounts payable			7,790			(5,053	)		1,228
		Increase (decrease) in deferred income			(535	)		(832	)		1,312
		Increase in accrued expenses			916			1,308			495
		Increase (decrease) in taxes payable			1,241			1,086			(164	)
		Payment of severance benefits			(58	)		(1,187	)		(804	)
		Increase (decrease) in other liabilities			(182	)		325			60
			Net cash provided by operating activities		760			9,969			10,048
Cash flows from investing activities:
		Increase in short-term financial instruments, net			—			(1,678	)		—
		Purchase of property, plant and equipment			(2,084	)		(3,472	)		(4,871	)
		Proceeds from sales of property, plant and equipment			100			1			26
		Disposal of equity and other investment			120			—			—
		Business acquisition, net			—			—			(668	)
		Acquisition of intangible assets			(2	)		(5	)		(16	)
		Payment of leasehold deposit			(3,775	)		—			(285	)
		Proceeds from leasehold deposit			—			3,205			—
		Others, net			—			44			(117	)
			Net cash used in investing activities		(5,641	)		(1,905	)		(5,931	)
Cash flows from financing activities:
		Issuance of common stock			—			—			429
		Issuance of preferred stock, net			5,126			—			—
		Proceeds from short-term borrowings			—			—			291
			Net cash provided by financing activities		5,126			—			720
Effect of exchange rate changes on cash and cash equivalents					230			(31	)		2,154
	Net increase in cash and cash equivalents				475			8,033			6,991
Cash and cash equivalents:
	Beginning of year				2,318			2,793			10,826
	End of year			$	2,793		$	10,826		$	17,817
Supplemental cash flow information:
	Interest paid			$	47		$	—		$	12
	Income taxes paid			$	50		$	1,317		$	2,714
Non-cash financing activities:
The Company issued 2,052,479 Series B convertible redeemable preferred stock in exchange for outstanding shares of Ztango, Inc.				$	—		$	—		$	19,375

The accompanying notes are an integral part of these consolidated financial statements.

F-27

WIDERTHAN CO., LTD.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2003 and 2004

(In thousands of US dollars, except share data)

1. Description of Business

      Incorporated on June 16, 2000, WiderThan Co., Ltd. (together with WiderThan Americas, its wholly-owned subsidiary, the “Company”) is a provider of integrated mobile entertainment solutions for wireless carriers principally in the Republic of Korea, United States and other countries in Asia and Europe. Through our systems, applications, content and other services, our carrier customers are able to offer their subscribers a broad range of mobile entertainment services such as ringback tones, music-on-demand, games, ringtones, messaging and informational services.

      On October 8, 2004, the Company acquired 100% of the outstanding capital stock of Ztango, Inc. (“Ztango”), which subsequently changed its name to WiderThan Americas, Inc. (“WiderThan Americas”).

      The Company conducts its business within one industry segment — the business of developing and implementing integrated mobile entertainment solutions.

2. Significant Accounting Policies

Basis of Presentation

      The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”). Significant accounting policies followed by the Company in the preparation of the accompanying consolidated financial statements are summarized below.

Principles of Consolidation

      The accompanying consolidated financial statements include the accounts of the Company’s wholly-owned subsidiary, WiderThan Americas. All significant intercompany transactions and balances have been eliminated during consolidation.

      Investments in entities in which the Company can exercise significant influence, but which are less than majority-owned and not otherwise controlled by the Company, are accounted for under the equity method. The Company uses the equity method of accounting for its 43% ownership interest in the common shares of AirCross Co., Ltd. (“AirCross”).

Stock Split

      On July 28, 2003, the Company approved a 10-for-1 stock split, which became effective on August 30, 2003. The accompanying consolidated financial statements, including all share and per share data, have been restated as if the stock split had occurred as of the earliest period presented.

Use of Estimates

      The preparation of consolidated financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the amounts reported in the accompanying consolidated financial statements and related disclosures. The most significant estimates include the Company’s valuation of doubtful accounts receivable, stock options and other stock-related financial compensation, intangibles acquired and deferred taxes. Although estimates are based on management’s best knowledge of current events and actions that the Company may undertake in the future, actual results may differ from these estimates.

F-28

WIDERTHAN CO., LTD.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

December 31, 2003 and 2004

(In thousands of US dollars, except share data)

Revenue Recognition

      The Company’s revenue is derived from carrier application services, content services, professional and other services, and system sales. A significant amount of revenue is transaction or subscription based, and is derived from contractual agreements with our wireless carrier customers with terms generally lasting from one to three years.

      Under the Company’s carrier application services and content services contracts, the Company receives either a percentage of revenue generated by our wireless carrier customers, or a per unit usage charge.

      Below is a description of revenue recognition policies for each revenue category:

      Carrier application services revenues — A significant portion of revenue is earned from carrier application services integrated into the networks of the Company’s wireless carrier customers. The Company’s carrier customers charge wireless subscribers a monthly subscription fee, a transaction fee or both. The Company’s contracts then provide for payment to the Company of either a percentage of revenue earned by the carrier or a per unit usage charge. Revenue is then recognized on that basis. The Company recognizes only the amounts due from its carrier customers, i.e. on a net basis, in accordance with EITF 99-19, Reporting Revenue Gross as a Principal versus Net as an Agent. As the Company does not enter into a contractual relationship with the end-users, the carrier customer is the primary obligor in the relationship with the end-user, takes responsibility to manage the end-user’s comments and complaints, indemnifies the end-users for any loss caused by the Company, sets prices with the end-user and can select alternative service provider if the Company fails to deliver services. In addition, for those carrier application services which involve the download or use of content, the carrier customer has the non-exclusive rights to use the content and transmits the content to end-users over its network.

      Revenue is recognized when services are provided and when the Company has reasonable estimates of ultimate revenue, or when the carrier collects from wireless subscribers, depending upon the contract terms. These estimates are based on the Company’s historical experience and summary billing statements provided to it by the Company’s carrier customers.

      Carrier application services revenues also include amounts derived from system sales when such system sales are part of a multiple element contract for which objective and reliable evidence of fair values for all of the multiple elements are not available and the majority of contracted revenue is related to a carrier application service.

      Costs relating to the purchase of hardware and development of software are capitalized and depreciated as operating expenses over the expected life of the contract beginning when service implementation is completed and the service is being used in a revenue-generating capacity. These costs are included within Other current and non-current assets in the Company’s consolidated balance sheet.

      Content services revenues — Content services revenue is derived from the delivery of mobile content to wireless carrier’s subscribers, such as ringback tones, ringtones, games, graphics and other content. Carrier customers charge wireless subscribers a transaction fee for content downloaded. The Company’s contracts with its carrier customers then provide for payment to the Company of either a percentage of revenue earned by the carrier or a per unit usage charge. The Company does not recognize as revenue amounts paid by wireless subscribers to the carrier because the carrier is the primary obligor of the services to the wireless subscribers and is responsible for billing and collection

F-29

WIDERTHAN CO., LTD.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

December 31, 2003 and 2004

(In thousands of US dollars, except share data)

of amounts due from such subscribers and for resolving billing disputes. In addition, the carriers set the price charged to the wireless subscribers for the services.

      In addition, in providing its content services, the Company also has a relationship with the original content provider. In the majority of its content services, the Company directly licenses content through agreements with music label companies, game developers and other content providers. In such mobile content arrangements, the Company acts as a principal and, as a result, the Company recognizes the entire amount paid to the Company by the carrier of which a portion is then paid to the original content provider. In certain other content service arrangements, however, the carrier holds the license with the original content providers, but the Company handles settlement of payments to the license holders. In such cases, the Company recognizes as revenue only the amounts net of payments to the content license holders.

      Revenue is recognized upon content delivery and when the Company has reasonable estimates of ultimate revenue, or when the carrier collects from wireless subscribers, depending upon the contract terms. These estimates are based on the Company’s historical experience and summary billing statements provided to it by the Company’s carrier customers.

      Professional and other services revenue — Professional and other services revenue consists primarily of fees for designing, developing, and maintaining our wireless carrier customers’ websites and other consulting and customization services. Revenue is recognized as the services are completed or upon customer acceptance in accordance with underlying contract terms.

      System sales revenue — System sales revenue is derived from the sale of a combination of application software, computer hardware, system integration services and maintenance to wireless carrier customers or other vendors. Revenue is recognized following the percentage of completion method, as permitted under American Institute of Certified Public Accountants (“AICPA”) Statement of Position (“SoP”) No. 81-1, where reasonably dependable estimates of completion, revenue, and associated costs can be made and when the Company has enforceable rights regarding goods and services already provided. Where these conditions are not present, the Company recognizes revenue using the completed-contract method upon product delivery or upon completion of services. Typically, these system sales contracts for developed and integrated applications have relatively long contract periods and are considered complete when the remaining related maintenance costs and other obligations are considered insignificant.

      Customer contracts with multiple deliverables where the Company does not have sufficient objective and reliable evidence of fair value for each element are treated as single element contracts for revenue recognition purposes. Resulting revenue from each contract is allocated to the most significant revenue category in the accompanying statement of operations, with revenue recognition deferred until product delivery or acceptance by the customer. Revenue is then recognized over the remaining term of the contract on a straight-line basis.

Concentration of Credit Risk

      Financial instruments that potentially expose the Company to concentrations of credit risk consist primarily of cash and accounts receivable. The Company maintains its cash balances with major financial institutions or invests in money market mutual funds.

      While the end users of the Company’s services and systems are mainly wireless telephone subscribers, the Company’s receivables are from wireless carriers serving such subscribers.

F-30

WIDERTHAN CO., LTD.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

December 31, 2003 and 2004

(In thousands of US dollars, except share data)

Cash and Cash Equivalents

      Cash equivalents consist of highly liquid investments with an original maturity date of three months or less. Cash equivalents include investments in money market mutual funds, short term certificates of deposit and are denominated in Korean Won and United States Dollars.

Short-term Financial Instruments

      Short-term financial instruments include time deposits, with maturities greater than three months but less than a year.

Allowance for Doubtful Accounts

      The Company provides specific provisions for bad debts when facts and circumstances indicate that the receivable is unlikely to be collected.

Property and Equipment

      Property and equipment, including leasehold improvements, are stated at historical cost less accumulated depreciation and amortization. Depreciation is computed using the straight-line method over the estimated useful lives of 4 years for furniture and equipment, vehicles, and software. Leasehold improvements are amortized on a straight-line basis over the estimated useful life of the assets or the lease term, whichever is shorter.

      Significant renewals and additions are capitalized at cost. Maintenance and repairs are charged to income as incurred.

Goodwill and Other Intangible Assets

      Goodwill represents the excess of the purchase price over the fair value of the identifiable net assets acquired in the acquisition of WiderThan Americas completed in October 2004.

      The Company evaluates goodwill and indefinite-lived intangibles on an annual basis for possible impairment, under Statement of Financial Accounting Standards (“SFAS”) No. 142. Goodwill and Intangible Assets using fair value techniques and market comparables. If the carrying amount exceeds the implied fair value, an impairment loss is recognized in an amount equal to that excess. Implied fair value of the goodwill is generally established using discounted cash flows. When available and as appropriate, comparative market multiples are used to corroborate results of the discounted cash flow analysis.

      Other intangible assets with finite useful lives consist of customer relationships, existing technology acquired in the WiderThan Americas acquisition and other software, patents, and trade name, all of which are generally amortized over periods ranging from five to eight years. Intangible assets are stated at cost, less accumulated amortization, and reported in other non-current assets in the accompanying consolidated balance sheet.

Accounting for the Impairment of Long-Lived Assets

      The Company reviews property and equipment and other long-lived assets for impairment whenever events or changes in circumstance indicate the carrying amount may not be recoverable. Recoverability is measured by comparison of its carrying amount to future net cash flow the assets are expected to generate. If such assets are considered to be impaired, the impaired amount is measured as the amount by which

F-31

WIDERTHAN CO., LTD.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

December 31, 2003 and 2004

(In thousands of US dollars, except share data)

are carrying amount of the asset exceeds the present value of the future net cash flows generated by the respective long-lived assets.

Research and Development Expenses

      Research and development costs consist of personnel costs for employees and independent contractors, and are expensed as incurred. The Company does not allocate administrative, real estate related or other corporate costs to research and development.

Software Development Costs

      Software development costs incurred in the research and development of software products are expensed as incurred because the length of time between establishing technological feasibility and making the software available for general release is relatively short.

Advertising Expense

      Advertising expense is included in selling and marketing expense in the accompanying statement of operations. Advertising expense totaled $1,351, $2,551 and $2,219 for the years ended December 31, 2002, 2003 and 2004, respectively.

Accrued Severance Benefits

      Korean employees with one year or more of service are entitled to receive a payment annually or upon termination of employment based on their length of service and rate of pay during the year or at the time of termination. Accrued severance benefits are estimated assuming eligible employees were to terminate their employment at the balance sheet date. Annual severance benefits expense is charged to operations based upon the change in the accrued severance benefits payable at the balance sheet date.

      The Company pays accrued severance benefits to Korean employees annually, except amounts payable to certain executives that are deposited with an insurance company or accrued as a liability payable upon departure or termination.

      Accrued severance benefits not paid to employees during the year are funded through a group insurance plan. Amounts funded under this insurance plan are classified as a deduction to the accrued severance benefits.

Accounting for Stock-Based Compensation

      Stock Options — The Company accounts for stock-based employee compensation arrangements in accordance with the provisions of SFAS No. 123, Accounting for Stock Based Compensation, using the fair value method. Under this method, compensation cost for stock option grants are measured at the grant date based on the fair value of the award and recognized over the service period, which is usually the vesting period, using the method promulgated by Financial Accounting Standards Board (“FASB”) Interpretations No. 28 (“FIN 28”).

      The Company has the option to settle the exercise of option grants in cash or stock. Although the Company has this option, the Company’s management has not and does not intend to settle grant exercises in cash. There were no option grants prior to January 1, 2004.

F-32

WIDERTHAN CO., LTD.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

December 31, 2003 and 2004

(In thousands of US dollars, except share data)

      The Company uses a Black-Scholes model to determine the fair value of equity-based awards at the date of grant. The Company used an independent third party valuation specialist to determine the fair value of the common shares on the dates of stock option grants.

      Virtual Stock Options — Virtual stock options, which are treated as stock appreciation rights, are settled in cash. Compensation expense for virtual stock options is measured at the grant date and adjusted for increases and decreases in value at each balance sheet date, with any change in value charged to compensation expense. Compensation cost associated with the virtual stock options is also recognized over the vesting period, as applicable for each Tranche, using the method promulgated by FIN 28. There were no virtual stock option grants prior to January 1, 2004.

      The Company used an independent third party valuation specialist to determine the fair value of the virtual stock options on the date of grant and at each reporting date.

          Employee Stock Ownership Association

      For issuances of common stock to the Employee Stock Ownership Association, compensation expense is measured as the excess of the fair market value over the issuance cost at the date of issuance. Since no additional employee service was required as a result of the stock purchase, compensation expense was immediately recognized. The Company used an independent third party valuation specialist to determine the fair value of the employee stock ownership shares on the date of purchase of such shares.

Earnings per Share

      Basic earnings per share is computed by dividing net income attributable to common shareholders by the weighted average number of common shares outstanding for all periods. Diluted earnings per share is computed by dividing net income by the weighted average number of common shares outstanding, increased by common stock equivalents. Common stock equivalents are calculated using the treasury stock method and represent incremental shares issuable upon exercise of the Company’s outstanding stock options. However, potential common shares are not included in the denominator of the diluted earnings per share calculation when inclusion of such shares would be anti-dilutive, such as in a period in which a net loss is recorded.

      As our preferred shares participate in earnings with common shares equally after allocation of preferred dividends and accretion, the remaining earnings available is allocated to preferred and common in proportion to their weighted average number of shares outstanding during the period.

Foreign Currency Translation

      WiderThan Co., Ltd., the parent company, and WiderThan Americas use their local currencies as their functional currencies. The Company has selected the US dollar as its reporting currency and follows the methodology prescribed in SFAS No. 52, Foreign Currency Translation. The Company used the prevailing exchange rate at December 31, 2004 and 2003 to translate assets and liabilities and the average exchange rate for the years ended December 31, 2002, 2003, and 2004 for revenues, expenses and cash flows. Capital accounts of a permanent nature, including sales of common and preferred stock, are translated using historical exchange rates. The resulting translation adjustments are recorded as other comprehensive income or expenses included in shareholders’ equity.

      Net gains and losses resulting from foreign exchange transactions are included in foreign currency gains (losses) in the statement of operations.

F-33

WIDERTHAN CO., LTD.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

December 31, 2003 and 2004

(In thousands of US dollars, except share data)

Income taxes

      The Company accounts for income taxes under the provisions of SFAS No. 109, Accounting for Income Taxes. Under SFAS No. 109, income taxes are accounted for under the asset and liability method. Deferred taxes are determined based upon differences between the financial reporting and tax bases of assets and liabilities at currently enacted statutory tax rates for the years in which the differences are expected to reverse. A valuation allowance is provided on deferred tax assets to the extent that it is more likely than not that such deferred tax assets will not be realized. The total income tax provision includes current tax expenses under applicable tax regulations and the change in the balance of deferred tax assets and liabilities. Benefits from tax credits are reflected currently in earnings.

Fair Value of Financial Instruments

      The Company’s financial instruments, including cash and cash equivalents, short-term financial instruments, accounts receivable, accounts payable and amounts due under debt obligation approximates their fair value because of the short-term maturity of these instruments and the relatively stable interest rate environment.

Risks and Uncertainties

      The Company depends on one type of service, ringback tones, for a significant portion of its revenue. A decrease in the popularity of ringback tones among mobile phone users, or the failure of the Company to maintain, improve, update or enhance the ringback tone service in a timely manner, enter into new markets, or successfully diversify its services could materially and adversely affect the Company’s business, financial condition and results of operations.

Recent Accounting Pronouncements

      In December 2004, the FASB issued SFAS No. 123 (R), Share-Based Payment which requires that the cost resulting from equity-based compensation transactions be recognized in the financial statements using a fair-value-based method. The Statement replaces SFAS No. 123, supersedes Accounting Principles Board Opinion No. 25, Accounting for Stock Issued to Employees, and amends SFAS No. 95, Statement of Cash Flows. The new statement will be effective for public entities in periods beginning after June 15, 2005. While the fair value method under SFAS No. 123(R) is very similar to the fair value method under SFAS No. 123 with regards to measurement and recognition of stock-based compensation, the Company has not yet completed an analysis of the impact of adopting SFAS No. 123(R), however, the Company does not expect a significant impact on its results of operations and disclosures.

      In December 2004, the FASB issued SFAS No. 153, Exchanges of Nonmonetary Assets, an amendment of APB Opinion No. 29. This Statement amends Opinion 29 to eliminate the exception for non-monetary exchanges of similar productive assets and replaces it with a general exception for exchanges of non-monetary assets that do not have commercial substance. The Statement is effective for non-monetary asset exchanges occurring in fiscal periods beginning after June 15, 2005. The Company does not expect a significant impact on its results of operations and disclosures.

3. Acquisition of WiderThan Americas

      On October 8, 2004, the Company acquired all of the outstanding capital stock of WiderThan Americas (previously named Ztango, Inc.), a provider of wireless messaging and multimedia solutions, headquartered in Reston, Virginia, United States. The primary reason for the acquisition was to facilitate

F-34

WIDERTHAN CO., LTD.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

December 31, 2003 and 2004

(In thousands of US dollars, except share data)

and expedite the sale of the Company’s advanced mobile entertainment services to Ztango’s top-tier wireless carrier customers in the United States.

      The aggregate consideration paid for the acquisition was as follows:

Series B convertible redeemable preferred stock issued	$	19,375
Stock options exchanged for WiderThan Americas virtual stock options		132
Cash consideration		265
Transaction costs		1,302
	$	21,074

      The fair value of the Series B convertible redeemable preferred stock, virtual stock options and acquired intangible assets were determined by an independent third party valuation specialist.

      The estimated fair value of assets acquired and liabilities assumed on the acquisition date were:

Current assets (including $899 in cash)	$	2,976
Property and equipment		680
Intangible asset — technology		350
Intangible asset — customer relationships		2,520
Other assets		230
Assets acquired	$	6,756
Current liabilities		(2,189	)
Long term debt		(63	)
Net assets acquired	$	4,504

      The excess of the purchase price over the fair of assets acquired and liabilities assumed was allocated to residual goodwill. The residual goodwill of $16,570 generated on October 8, 2004 is recorded in the accompanying consolidated balance sheet at a value of $18,399, which reflects a value increase due to changes in foreign exchange rates.

      The acquired intangible assets are amortized, on a straight-line basis, over their expected useful lives. Technology is amortized over five years, and customer relationships is amortized over eight years.

      In accordance with the purchase method of accounting, the operating results of WiderThan Americas have been included in the Company’s consolidated operating results since the acquisition date of October 8, 2004. The following unaudited pro forma financial information combines the results of operation of WiderThan Americas as if the acquisition had taken place on January 1, 2003, after giving effect to certain adjustments including: amortization of acquired intangibles, adjustment to depreciation to conform useful lives of property and equipment, elimination of costs incurred by WiderThan Americas

F-35

WIDERTHAN CO., LTD.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

December 31, 2003 and 2004

(In thousands of US dollars, except share data)

relating to the acquisition, a full year of accretion of the Series B convertible redeemable preferred stock and a normal charge for income taxes:

	2003			2004
Revenue	$	64,391		$	71,624
Net income		4,093			3,847
Accretion of preferred shares		(1,141	)		(1,141	)
Amounts attributable to participating preferred shareholders		(1,087	)		(1,061	)
Net income attributable to common shares	$	1,865		$	1,645
Earnings per share — basic and diluted	$	0.19		$	0.16
Weighted average number of shares — basic		10,000,000			10,293,151
Weighted average number of shares — diluted		10,000,000			10,326,993

      The effects of the Series A and Series B Preferred are excluded from the unaudited pro forma diluted earnings per share calculation in 2003 and 2004 as their effects are anti-dilutive.

4. Allowance for Accounts Receivable

      Changes in the allowance for accounts receivable for the years ended December 31, 2002, 2003 and 2004, are as follows:

	2002		2003		2004
Balance at beginning of year	$	—	$	4	$	22
Provision for allowances		4		18		29
Write-offs		—		—		(28	)
Effect of foreign currency translation		—		—		4
Balance at end of year	$	4	$	22	$	27

5. Property, Plant and Equipment

      Property, plant and equipment as of December 31, 2003 and 2004 consist of the following:

	2003			2004
Furniture and equipment	$	5,144		$	9,115
Software externally-purchased		903			3,166
Leasehold improvements		568			786
		6,615			13,067
Less: accumulated depreciation		(1,969	)		(4,948	)
	$	4,646		$	8,119

      Depreciation expense for the years ended December 31, 2002, 2003 and 2004 were $543, $1,243 and $2,401, respectively.

F-36

WIDERTHAN CO., LTD.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

December 31, 2003 and 2004

(In thousands of US dollars, except share data)

6. Intangible Assets

      As of December 31, 2003 and 2004, intangible assets subject to amortization, were as follows:

	Gross		Accumulated		Carrying
	Amount		Amortization		Amount
Customer relationships		2,520		71		2,449
Technology and others		376		23		353
Balance at December 31, 2004	$	2,896	$	94	$	2,802
Balance at December 31, 2003	$	8	$	1	$	7

      Amortization expense for intangible assets was $89 for the year ended December 31, 2004. The aggregate amortization expense for the remaining useful life is as follows:

2005	$	400
2006		384
2007		384
2008		384
2009 and thereafter		1,250
	$	2,802

7. Accrued Severance Benefits

      Changes in accrued severance benefits for the years ended December 31, 2003 and 2004 are as follows:

	2003			2004
Balance at beginning of year	$	758		$	226
Provisions for severance benefits		658			929
Severance payments		(1,187	)		(804	)
Effect of foreign currency translation		(3	)		48
		226			399
Less: amounts placed on deposit at insurance company		(52	)		(190	)
Balance at end of year	$	174		$	209

      The Company expects to pay the following severance benefits to its employees annually as follows:

2005	$	929
2006		929
2007		929
2008		929
2009		929
2010-2014		4,645

      The expected benefits to be paid annually to its employees were determined based on the current employee salary rates and the number of service years that will be accumulated upon retirement. These

F-37

WIDERTHAN CO., LTD.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

December 31, 2003 and 2004

(In thousands of US dollars, except share data)

amounts do not include amounts that might be paid to employees that will cease working for the Company before their normal retirement age. These assumptions are different from those utilized in computing the amounts presented in the change in accrued severance benefits table illustrated above.

8. Commitments and Contingencies

      The Company is obligated under several non-cancelable operating leases for its office premises. Rental expense incurred under these operating leases was approximately $219, $412 and $1,827 for the years ended December 31, 2002, 2003 and 2004, respectively.

      Future minimum operating lease payments with initial terms of one or more years as of December 31, 2004, are as follows:

	Minimum
	Lease
	Payments
2005	$	1,847
2006		1,161
2007		30
Total	$	3,038

      In March 2004, the Company’s subsidiary, WiderThan Americas, entered into a $1,250 financing facility (the “Facility”) with a bank that allowed WiderThan Americas to borrow funds secured by specific accounts receivable. The Facility had a one-year term, incurred interest on outstanding balances at 1.25% per month, was collateralized by all of WiderThan Americas’ assets, and was cancelable by the either party at any time. As at December 31, 2004, the outstanding balance of the facility was $306, which was recorded in other current liabilities in the accompanying consolidated balance sheet. The financing facility was terminated in March 2005.

      The Company has entered into a series of lines of credit with several Korean domestic banks during the year ended December 31, 2004, with an aggregate maximum available lines of credit limit of approximately $8.7 million. During the year ended December 31, 2004, the Company did not draw on these lines of credit and there were no outstanding balances on these lines of credit at December 31, 2004.

      A standby letter of credit was issued in 2004 by a Korean domestic bank for an amount up to $5,000, for any breach of obligation under the contractual terms with a customer. The Company is committed under the standby letter of credit to reimburse the bank for any utilization of the facility. As of December 31, 2004, the Company did not have any breach related to the contract.

      In connection with certain of the Company’s ringback tone carrier application service deployments, the Company has licensed certain intellectual property rights from SK Telecom pursuant to a non-exclusive license agreement. The term of this license agreement is co-terminous with the terms of the Company’s carrier application service contracts for ringback tones. For this license, the Company pays SK Telecom either a percentage of the Company’s revenue based on the number of users (in a ringback tone carrier application service sale) or based on the sales price of certain ringback tone servers (in a ringback tone system sale).

9. Convertible Redeemable Preferred Stock

      In May 2002, the Company issued 1,428,570 shares of Series A convertible redeemable preferred stock (the “Series A Preferred”) at approximately $3.65 per share for total cash proceeds of $5,126 net of issuance costs.

F-38

WIDERTHAN CO., LTD.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

December 31, 2003 and 2004

(In thousands of US dollars, except share data)

      In October 2004, the Company issued 2,052,479 shares of Series B convertible redeemable preferred stock (the “Series B Preferred”) valued at approximately $9.44 per share to the former shareholders of WiderThan Americas, Inc.

      Each share of Series A Preferred and Series B Preferred (collectively, the “Preferred Stock”) is convertible, at the option of each holder, into one share of common stock. Conversion is automatic upon a public offering.

      The Preferred Stock outstanding for the three years ended December 31, 2004 was as follows:

		Series A Preferred				Series B Preferred
		Shares		Amount		Shares		Amount		Total
December 31, 2001			—		—		—		—		—
	Issuance of Series A Preferred		1,428,570	$	5,126		—	$	—	$	5,126
Accretion of beneficial conversion feature			—		216		—		—		216
Accretion of redemption			—		155		—		—		155
December 31, 2002			1,428,570	$	5,497		—	$	—	$	5,497
Accretion of redemption			—		283		—		—		283
December 31, 2003			1,428,570	$	5,780		—	$	—	$	5,780
	Issuance of Series B Preferred		—		—		2,052,479		19,375		19,375
Accretion of redemption			—		309		—		125		434
Accretion of implied dividends			—		—		—		71		71
December 31, 2004			1,428,570	$	6,089		2,052,479	$	19,571	$	25,660

      Characteristics of the Preferred Stock are described below:

Voting

      Holders of the Preferred Stock are currently entitled to one vote per share of Preferred Stock and vote together with the holders of common stock on all matters.

Dividends

      Holders of the Preferred Stock are entitled to receive non-cumulative dividends when declared, and such dividends are payable in preference to any dividend declared for holders of common stock. No dividends have been declared or paid through December 31, 2004. The holders of the Preferred Stock participate equally in earnings with the holders of the common shares after the allocation of preferred dividends and accretion.

Liquidation preference

      In the event of any liquidation or dissolution of the Company, holders of Series the A Preferred are entitled to $4.39 per share, plus unpaid dividends, and holders of the Series B Preferred are entitled to $13.51 per share, plus unpaid dividends.

Voluntary redemption

      Holders of Series A Preferred may redeem shares from May 8, 2005 until May 8, 2015 at $5.00 per share. Holders of Series B Preferred may redeem shares on a pro rata basis upon any

F-39

WIDERTHAN CO., LTD.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

December 31, 2003 and 2004

(In thousands of US dollars, except share data)

Series A Preferred redemption or during the period from October 8, 2007 until October 8, 2017 at $5.00 per share prior to October 8, 2007 or $11.38 per share after October 8, 2007, subject to a maximum of one-third of their holdings during each twelve-month period.

Redemption upon sale

      In the event of a sale of the Company, holders of Series A Preferred may redeem shares at a price of $4.39 per share plus 4.42% per annum beginning from May 24, 2002 and holders of Series B Preferred may cause the Company to redeem their shares at a price of $9.99 plus 4.42% per annum beginning from October 8, 2004.

Accretion of Beneficial Conversion Feature (“BCF”)

      A beneficial conversion feature (“BCF”) exists when, at the date of issuance, a share of preferred stock is convertible into common stock and the fair market value of the underlying common stock is in excess of the preferred share purchase price. At the date of issuance of the Series A Preferred in May 2002, the Company recognized $216 in charges related to the accretion of a BCF because the Series A Preferred was immediately convertible into common shares of a higher value. As the shares were convertible at the option of the holder at that time, the entire BCF was recognized on the issuance date.

Accretion of Redemption

      Each of the Series A Preferred and Series B Preferred is redeemable for an amount in excess of their issuance price. As a result, the difference between the redemption value and the issuance price of the Preferred Stock increases the carrying value of the Preferred Stock and is being charged to retained earnings using the effective interest method from the date of issuance to the earliest date of redemption. The Series A Preferred redemption accretion was $155, $283 and $309 for the years ended 2002, 2003 and 2004, respectively. The Series B Preferred redemption accretion was $125 for the year ended 2004. Voluntary redemption characteristics for the Preferred Stock are described in detail above.

Accretion of Implied Dividends

      If not redeemed by the holders of Series B Preferred on or after October 8, 2007, holders are entitled to dividends payable at a rate of 4.42% per annum on two-thirds of the amount redeemable for the first twelve months and one-third of the amount redeemable for months thirteen through twenty-four, even if not declared. The implied dividends increase the carrying value of the Preferred Stock and are charged to retained earnings using the effective interest method. This method is applied to determine the accretion charge from the date of issuance until the earliest final payment date. The charge to retained earnings and increase in Series B Preferred was $71 in 2004.

Unaudited Pro Forma Consolidated Balance Sheet

      The unaudited pro forma consolidated balance sheet presented in the accompanying consolidated financial statements reflects the automatic conversion of the Series A and Series B, preferred shares into 3,481,049 shares of common stock upon an initial public offering.

10. Common Stock

      Each share of common stock is entitled to one vote. The holders of common stock are entitled to receive dividends subject to the rights of holders of Preferred Stock outstanding.

F-40

WIDERTHAN CO., LTD.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

December 31, 2003 and 2004

(In thousands of US dollars, except share data)

      The Company is required to reserve and keep available out of its authorized but unissued shares of common stock sufficient shares to effect conversion of outstanding shares of Preferred Stock and exercise of stock options granted.

      The amount of such shares of common stock reserved for these purposes at December 31, 2003 and 2004 was as follows:

	2003		2004
Conversion of Preferred Stock		1,428,570		3,481,049
Outstanding common stock options		—		704,000
		1,428,570		4,185,049

11. Stock Option Grants

      On March 30, 2004 and December 21, 2004, the Company granted employees stock options to purchase 170,000 shares and 624,000 shares of common stock, respectively. The per share exercise price for each grant was $3.90 and $4.26 at March 30, 2004 and December 21, 2004, respectively. 50% of the stock options vest after two years from grant date and 50% vest after three years from grant date, subject to continued employment with the Company. Upon vesting, options are exercisable for up to seven years from the date of the grant.

      The following table summarizes the stock option activity for the year ended December 31, 2004:

					Weighted-Average		Weighted-Average
		Number of			Exercise Price		Fair Value at
		Stock Options			Per Share		Date of Grant
Stock options outstanding as of December 31, 2003			—			—		—
	Options granted		794,000		$	4.22	$	5.06
	Options exercised		—			—		—
	Options forfeited		(90,000	)		4.22		5.06
Stock options outstanding as of December 31, 2004			704,000		$	4.22	$	5.06

      The Company uses a Black-Scholes model to determine the fair value of equity-based awards at the date of grant, with the following weighted average assumptions for grants in 2004.

Expected dividend yield		0	%
Risk free interest rate		3.42	%
Expected volatility		70	%
Expected life (in years from vesting)		2.11 years
Weighted average value of stock	$	8.21

      Stock option compensation expense is recognized using the FIN 28 model over the vesting period. For the year ended December 31, 2004, the Company recognized $171 in compensation expense for stock options granted.

F-41

WIDERTHAN CO., LTD.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

December 31, 2003 and 2004

(In thousands of US dollars, except share data)

      Future annual amortization of deferred stock option compensation expense as of December 31, 2004 is as follows:

2005	$	1,507
2006		1,423
2007		547
Total	$	3,477

12. Employee Stock Ownership Association

      To recognize past performance, on June 2, 2004 the Company sold 500,000 shares of common stock at a price of approximately $0.86 per share through an Employee Stock Ownership Association (“ESOA”) in accordance with Korean Employee Welfare Law. All employees other than the Chief Executive Officer were eligible to participate in the ESOA. No future service is required from participating employees, and the entire compensation expense of $2,666 (including effect of foreign currency translation) was recognized in 2004 based upon the excess of the fair market value over the purchase price. The fair value per share of $6.10 was determined by an independent third party valuation specialist.

13. Virtual Stock Options

      On October 8, 2004, WiderThan Americas granted Virtual Stock Options (“VSOs”) to employees of WiderThan Americas in exchange for pre-existing, vested options and in order to provide equity-based incentive compensation to employees of WiderThan Americas. Each VSO consists of (i) a stock appreciation right settled in cash at the earlier of a public listing or sale of the Company in an amount equal to the public listing price or sale price per share less the grant price, and (ii) a stock appreciation right issuable upon a public listing that is settled in cash for the difference between the public listing price per share and the fair market value at the date of exercise. The VSOs were designed to simulate a stock option grant of the Company’s common stock, which under Korean commercial law, cannot be issued to employees of a non-Korean subsidiary unless the Company is listed on a Korean stock exchange. In the event of an initial public offering on a Korean stock exchange, instead of the stock appreciation right described in (ii) above, VSO holders will receive a stock option with an exercise price equal to the public listing price. Compensation expense is recognized for changes in VSO value at each balance sheet date based upon a valuation by an independent third party valuation specialist.

      The Company issued two tranches of VSOs that differ only in terms of grant price and vesting provisions. Tranche A VSOs were issued to former WiderThan Americas option holders in exchange for pre-existing WiderThan Americas options. The value of the 50% of the Tranche A VSOs that were vested at the time of grant is included as part of purchase consideration. Tranche B VSOs were issued to former WiderThan Americas employees as additional incentive compensation.

F-42

WIDERTHAN CO., LTD.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

December 31, 2003 and 2004

(In thousands of US dollars, except share data)

      VSOs granted in 2004 resulted in the following compensation expense and allocation to purchase accounting. Compensation expense charged in 2004 for the Tranche A VSOs and all Tranche B VSOs totaled $192.

							Accrued
							Compensation				Included in
	Fair Value at						Liability as at		Compensation		Purchase
	December 31,		Exercise		Number		December 31,		Expense for		Accounting
	2004		Price		of VSOs		2004		2004		Consideration
Tranche A	$	5.16	$	3.00		146,294	$	238	$	106	$	132
Tranche B	$	6.26	$	4.26		279,855		86		86		—
Total						426,149	$	324	$	192	$	132

      The Tranche A VSO stock appreciation rights vest 50% at the date of grant and 50% at April 8, 2005, subject to continuous employment. Tranche B VSO stock appreciation rights vest 33.3% per year starting on the first anniversary date from October 8, 2004. Tranche B VSO stock appreciation rights unvested at the public listing date are exercisable three times per year on specific dates until the fifth anniversary of the public listing.

      Contingently issuable stock appreciation rights issued upon a public listing vest 50% upon each of the first and second anniversaries of the public listing date. Vested Tranche A VSO and Tranche B VSO stock appreciation rights remain outstanding upon termination of employment.

14. Income Taxes

      Income tax expense for the years ended December 31, 2002, 2003 and 2004 consists of the following:

		2002		2003			2004
Income before income taxes
	Domestic	$	3,087	$	8,371		$	6,103
	Foreign		—		—			(111	)
			3,087		8,371			5,992
Current income taxes
	Domestic		917		2,685			1,833
	Foreign		—		16			218
			917		2,701			2,051
Deferred income taxes
	Domestic		235		(119	)		113
	Foreign		—		—			—
			235		(119	)		113
Effect of foreign currency translation			1		1			(8	)
Total income tax expense		$	1,153	$	2,583		$	2,156

      The preceding table does not reflect the tax effects of earnings in the Company’s equity method investments. These earnings are presented net of tax effects of $0, $60 and $27 for the years ending

F-43

WIDERTHAN CO., LTD.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

December 31, 2003 and 2004

(In thousands of US dollars, except share data)

December 31, 2002, 2003 and 2004, respectively, in the accompanying consolidated statement of operations.

      The tax effects of temporary differences that give rise to deferred income tax assets and liabilities as of December 31, 2003 and 2004 are as follows:

	2003			2004
Current deferred income tax assets (liabilities)
Deferred income	$	112		$	207
Accrued expenses		520			909
Net operating loss carryforwards		—			4,221
Other		(401	)		(40	)
		231			5,297
Less: Valuation allowance		—			(3,580	)
	$	231		$	1,717

	2003			2004
Non-current deferred income tax assets (liabilities)
Depreciation and amortization	$	(29	)	$	(324	)
Reserve for research and manpower development		(335	)		(496	)
Intangible assets		—			(1,084	)
Other		153			94
		(211	)		(1,810	)
Less: Valuation allowance		—			—
	$	(211	)	$	(1,810	)

      Deferred income tax assets are recognized only to the extent that realization of the related tax benefit is more likely than not. Realization of the future tax benefits related to the deferred tax assets is dependent on many factors, including the Company’s ability to generate taxable income within the period during which the temporary differences reverse, the outlook for the economic environment in which the Company operates, and the overall future industry outlook. Based upon an analysis of these factors, the Company has determined that it is more likely than not that it will realize its net deferred tax assets arising from the operations of the parent company. However, the Company’s subsidiary, WiderThan Americas, has had operating losses since the acquisition of it by the Company, and has had cumulative losses in recent years prior to the acquisition. Based upon this evidence and the Company’s current projections for its US operations within the foreseeable future, the Company believes that it is more likely than not that the Company will be unable to utilize the net operating losses acquired from WiderThan Americas and has recorded a full valuation allowance of $3,580 on the net deferred tax assets of WiderThan Americas. The Company’s net operating loss carryforwards are also subject to Section 382 limitations by virtue of their acquisition from WiderThan Americas. However, because these net operating loss carryforwards do not begin to expire until 2021, the Company believes that there is a reasonable chance that it will be able to utilize such losses over the long term before they expire.

      The statutory income tax rate, including tax surcharges, applicable to the Company was approximately 29.7% in 2002, 2003 and 2004. The statutory income tax rate was amended to 27.5%, effective for fiscal

F-44

WIDERTHAN CO., LTD.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

December 31, 2003 and 2004

(In thousands of US dollars, except share data)

years beginning January 1, 2005 in accordance with the Corporate Income Tax Law, amended on December 30, 2003.

      A reconciliation of income tax expense at the Korean statutory income tax rate to actual income tax expense is as follows:

	2002			2003			2004
Tax expense (benefit) at Korean statutory tax rate	$	917		$	2,485		$	1,780
Tax credit		(102	)		(308	)		(639	)
Stock compensation expenses		—			—			923
Provision for tax contingency		379			434			—
Change in valuation allowances		—			—			102
Others		(41	)		(28	)		(10	)
Total income tax expense	$	1,153		$	2,583		$	2,156

      The change in valuation allowance presented above excludes the valuation allowance included in the opening balance sheet of WiderThan Americas acquired upon acquisition of $3,478.

15. Operations by Geographic Area

      Geographic information for the years ended December 31, 2002, 2003 and 2004 is based on the location of the distribution entity. Revenues by geographic region are as follows:

	2002		2003		2004
Korea	$	42,670	$	55,630	$	51,833
Asia (excluding Korea)		239		2,799		1,847
Americas		150		—		8,651
Europe, Middle East Asia		307		615		501
	$	43,366	$	59,044	$	62,832

      Over 87% of the Company’s property plant and equipment is located in Korea at December 31, 2004

16. Earnings per share

      The following tables set forth the computation of basic and diluted earnings per share, as well as earnings per share on a pro forma basis to reflect the acquisition of WiderThan Americas on January 1, 2003, for the years ended December 31, 2002, 2003 and 2004. Weighted average shares outstanding are considered outstanding from their date of issuance and are weighted accordingly.

	2002				2003				2004
Shares and Share Equivalents	Basic		Diluted		Basic		Diluted		Basic		Diluted
Common Shares		10,000,000		10,000,000		10,000,000		10,000,000		10,000,000		10,000,000
Employee Stock Ownership Association Shares										293,151		293,151
Outstanding Stock options												33,842
Weighted average shares outstanding		10,000,000		10,000,000		10,000,000		10,000,000		10,293,151		10,326,993

      The effect of the Series A and Series B Preferred are excluded from all periods diluted earnings per share calculation as their effects are anti-dilutive.

F-45

WIDERTHAN CO., LTD.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

December 31, 2003 and 2004

(In thousands of US dollars, except share data)

	2003				2004
Unaudited pro forma shares and share equivalents	Basic		Diluted		Basic		Diluted
Common Shares		10,000,000		10,000,000		10,000,000		10,000,000
Employee Stock Ownership Association Shares						293,151		293,151
Outstanding Stock options								33,842
Pro forma weighted average shares outstanding		10,000,000		10,000,000		10,293,151		10,326,993

      The 2003 and 2004 pro forma net income attributable to common shareholders are calculated on the basis that the WiderThan Americas acquisition had taken place on January 1, 2003 and as a result a full year of accretion of the Series B convertible redeemable preferred stocks are realized in each year.

      The effects of the Series A and Series B Preferred are excluded from the unaudited diluted pro forma earnings per share calculation in 2003 and 2004 as their effects are anti-dilutive.

      The Company has various securities which are dilutive to the basic earning per share calculations. The ESOA consists of common shares issued from the Company to the association and are considered outstanding shares in the denominator of the basic and diluted EPS calculation as of the date of issue. Employee stock options granted are also considered as part of the shares outstanding in the denominator of the diluted EPS calculation from the date of grant. Each stock option entitles the holder to obtain one common share. Both the Series A and Series B Preferred are convertible at a rate of one preferred share to one common share. The Series A and Series B Preferred are anti dilutive and not included in the diluted EPS calculation.

17. Related Party Transactions

      As of December 31, 2004, the Company provided a promissory note to SK Telecom to ensure performance of certain contractual obligations. The maximum exposure under the note was $1,026. On March 17, 2005, the note was cancelled and no further obligation remains.

      At December 31, 2004, SK Telecom is a related party by virtue of 14.3% ownership of the Company. During 2002, 2003, and 2004, the Company generated 66.8%, 97.7% and 80.0%, respectively, of its revenue from SK Telecom. At December 31, 2003 and 2004, accounts receivable from SK Telecom amounted to 95.4% and 69.1%, respectively, of total accounts receivable.

      Under the amended and restated divestiture agreement, dated December 22, 2004, entered into by certain of our shareholders, SK Telecom possesses a right of first refusal to acquire the Company within a reasonable time in the event of a proposed sale of assets or stock, a merger or transfer of a substantial portion of the Company’s business. This right of first refusal is for a period of three years from the date of the agreement.

F-46

WIDERTHAN CO., LTD.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

December 31, 2003 and 2004

(In thousands of US dollars, except share data)

      Transactions for the years ended December 31, 2002, 2003 and 2004 between the Company and its related parties are as follows:

	2002				2003				2004
	Service		System		Service		System		Service		System
	Revenues		Sales		Revenues		Sales		Revenues		Sales
SK Telecom, Co., Ltd.	$	18,463	$	10,485	$	34,273	$	23,413	$	45,846	$	4,407
SK Networks		—		—		—		—		—		—
Other SK Group affiliates		218		1,095		—		188		800		29
	$	18,681	$	11,580	$	34,273	$	23,601	$	46,646	$	4,436

	2002				2003				2004
	Cost of		Cost of		Cost of		Cost of		Cost of		Cost of
	Service		System		Service		System		Service		System
	Revenues		Sales		Revenues		Sales		Revenues		Sales
SK Telecom, Co., Ltd.	$	7	$	—	$	61	$	50	$	1,039	$	9
SK Networks		—		6,180		319		482		164		—
Other SK Group affiliates		3		451		560		486		261		—
	$	10	$	6,631	$	940	$	1,018	$	1,464	$	9

      Accounts balances as of December 31, 2003 and 2004 between the Company and its related parties are as follows:

	2003				2004
	Receivables		Payables		Receivables		Payables
SK Telecom, Co., Ltd	$	12,180	$	25	$	12,971	$	330
SK Networks		—		630		—		—
Other SK Group affiliates		—		69		79		132
	$	12,180	$	724	$	13,050	$	462

F-47

Report of Independent Auditors

To the Board of Directors and Shareholders of Ztango, Inc.:

      In our opinion, the accompanying balance sheet and the related statement of operations, of shareholders’ equity and of cash flows present fairly, in all material respects, the financial position of Ztango, Inc. at October 8, 2004 and the results of its operations and its cash flows for the period ended October 8, 2004 in conformity with accounting principles generally accepted in the United States of America. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit of these statements in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

PricewaterhouseCoopers LLP

McLean, Virginia

May 13, 2005

F-48

ZTANGO, INC.

BALANCE SHEET

			October 8, 2004
ASSETS
CURRENT ASSETS:
	Cash		$	899,068
	Accounts receivable, net of $51,998 in allowance for doubtful accounts			1,688,053
	Note receivable — related party, current portion			161,888
	Prepaid expenses and other current assets			227,112
		Total current assets		2,976,121
FIXED ASSETS, net				679,903
GOODWILL				4,339,615
INTANGIBLE ASSETS, net				932,456
OTHER LONG TERM ASSETS (including Note receivable — related party of $199,670)				229,532
TOTAL ASSETS			$	9,157,627
LIABILITIES AND SHAREHOLDERS’ EQUITY
CURRENT LIABILITIES:
	Accounts payable		$	453,261
	Accrued liabilities			493,193
	Accrued compensation			510,878
	Accrued content licensing fees			574,662
	Long-term debt, current portion			89,448
		Total current liabilities		2,121,442
LONG-TERM DEBT				130,465
COMMITMENTS AND CONTINGENCIES
SHAREHOLDERS’ EQUITY:
	Series A1 convertible preferred stock; $0.001 par value; 1,500,000 shares authorized as of October 8, 2004; 978,000 shares issued and outstanding as of October 8, 2004; liquidation preference of $5,397,783 as of October 8, 2004			2,154,426
	Series A2 convertible preferred stock; $0.001 par value; 7,500,000 shares authorized as of October 8, 2004; 5,091,928 issued and outstanding as of October 8, 2004; liquidation preference of $3,736,927 as of October 8, 2004			2,647,499
	Series A3 convertible preferred stock; $0.001 par value; 6,500,000 shares authorized as of October 8, 2004; 4,519,451 shares issued and outstanding as of October 8, 2004; liquidation preference of $7,473,853 as of October 8, 2004			6,630,300
	Common stock:
		$0.001 par value; 25,000,000 shares authorized; 426,682 shares issued and outstanding as of October 8, 2004		427
	Additional paid-in capital — common stock			58,254,409
	Accumulated deficit			(62,781,341	)
		Total shareholders’ equity		6,905,720
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY			$	9,157,627

The accompanying notes are an integral part of these financial statements.

F-49

ZTANGO, INC.

STATEMENT OF OPERATIONS

FOR THE PERIOD FROM JANUARY 1, 2004 TO OCTOBER 8, 2004

NET SALES			$	8,791,797
	Cost of sales(A)			1,929,788
	Research and development(A)			3,935,595
	Sales and marketing(A)			734,275
	General and administrative(A)			2,256,133
	Depreciation and amortization			512,919
		Total operating expenses		9,368,710
OPERATING LOSS				(576,913	)
OTHER INCOME (EXPENSE):
	Interest income — related party			23,941
	Interest expense			(50,445	)
		Total other income (expense)		(26,504	)
LOSS BEFORE INCOME TAXES				(603,417	)
INCOME TAX				(5,203	)
NET LOSS			$	(608,620	)

(A)  Exclusive of depreciation and amortization shown separately below.

The accompanying notes are an integral part of these financial statements.

F-50

ZTANGO, INC.

STATEMENT OF SHAREHOLDERS’ EQUITY

FOR THE PERIOD FROM JANUARY 1, 2004 TO OCTOBER 8, 2004

		Shares Outstanding
																		Additional
		Series A1		Series A2		Series A3				Series A1		Series A2		Series A3				Paid-in
		Preferred		Preferred		Preferred		Common		Preferred		Preferred		Preferred		Common		Capital —		Accumulated
		Stock		Stock		Stock		Stock		Stock		Stock		Stock		Stock		Common Stock		Deficit			Total
BALANCE AS OF JANUARY 1, 2004			978,000		5,091,928		4,519,451		426,682	$	2,154,426	$	2,647,499	$	6,630,300	$	427	$	58,254,409	$	(62,172,721	)	$	7,514,340
	Net loss																				(608,620	)		(608,620	)
BALANCE AS OF OCTOBER 8, 2004			978,000		5,091,928		4,519,451		426,682	$	2,154,426	$	2,647,499	$	6,630,300	$	427	$	58,254,409	$	(62,781,341	)	$	6,905,720

The accompanying notes are an integral part of these financial statements.

F-51

ZTANGO, INC.

STATEMENT OF CASH FLOWS

FOR THE PERIOD FROM JANUARY 1, 2004 TO OCTOBER 8, 2004

CASH FLOWS FROM OPERATING ACTIVITIES:
	Net loss				$	(608,620	)
	Adjustments to reconcile net loss to net cash used for operating activities:
		Depreciation and amortization				512,919
		Changes in operating assets and liabilities:
			Accounts receivable			(175,322	)
			Prepaid expenses and other current assets, and other long-term assets			(7,375	)
			Accounts payable			254,036
			Accrued liabilities			522,766
				Net cash provided by operating activities		498,404
CASH FLOWS FROM INVESTING ACTIVITIES:
	Purchases of property and equipment					(604,651	)
	Payments received note receivable					54,060
				Net cash used in investing activities		(550,591	)
CASH FLOWS FROM FINANCING ACTIVITIES:
	Increase in long term debt					219,913
				Net cash provided by financing activities		219,913
NET INCREASE IN CASH						167,726
CASH, BEGINNING OF PERIOD						731,342
CASH, END OF PERIOD					$	899,068
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
			Cash paid for interest		$	50,445
	NON-CASH FINANCING & INVESTING ACTIVITIES:
			Purchase of property and equipment utilizing vendor financing		$	264,150

The accompanying notes are an integral part of these financial statements.

F-52

ZTANGO, INC.

NOTES TO FINANCIAL STATEMENTS

1. NATURE OF THE BUSINESS

      Nature of the Business — Ztango, Inc. (the “Company”), is a provider of wireless messaging and multimedia solutions. The U.S. subscribers of wireless network carriers utilize Ztango’s products and services, including inter-carrier short message service (“SMS”) messaging, ringtones, graphics and premium content services.

2. SIGNIFICANT ACCOUNTING POLICIES

      Accounting Estimates — The preparation of financial statements in accordance with accounting principles generally accepted in the United States of America (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

      Accounts Receivable — Accounts receivable are stated at estimated realizable values. Allowances are recorded, when necessary, in an amount considered by management to be sufficient to meet probable losses related to uncollectible accounts.

      Fixed Assets — Fixed assets are recorded at cost less accumulated depreciation. Depreciation is calculated using the straight-line method over the estimated useful lives of the respective assets. Useful lives of fixed assets are:

Category	Years
Computers and equipment		3
Furniture and fixtures		3

      Intangible Assets — Intangible assets are amortized on a straight-line basis over a five year period. The Company evaluates recoverability of an intangible asset if a triggering event occurs. As of October 8, 2004, the Company was not aware of an impairment triggering event.

      Goodwill — Goodwill represents the excess purchase price over the fair value of the identifiable assets and liabilities obtained through the merger with Mobilespring Inc. On an annual basis, the Company evaluates goodwill for possible impairment, under SFAS 142. The Company concluded that the fair value of the reporting unit exceeded the carrying amount of its net assets. Tests for impairment between annual tests may be required if events occur or circumstances change that would more likely than not reduce the fair value of the net carrying amount. As of October 8, 2004, the Company was not aware of such events or circumstances that could indicate potential impairment.

      Concentration of Credit Risk — Financial instruments which potentially subject the Company to concentrations of credit risk consist primarily of cash deposits at financial institutions. At times, balances in the Company’s cash accounts may exceed the Federal Deposit Insurance Corporation limit.

      As of October 8, 2004, accounts receivable from three major customers amounted to 31%, 25% and 24%, respectively, of total accounts receivable.

      Fair Value of Financial Instruments — The carrying value of certain of the Company’s financial instruments, including cash, accounts receivable, notes receivable, accounts payable, and long-term debt approximate fair value due to their short-term maturities.

      Stock-Based Compensation — The Company accounts for stock-based compensation for employees in accordance with Accounting Principles Board (“APB”) Opinion No. 25, Accounting for Stock Issued to Employees, and complies with the disclosure provisions of SFAS No. 123, Accounting for Stock Based Compensation. Under APB Opinion No. 25, compensation expense is based on the intrinsic value on the

F-53

ZTANGO, INC.

NOTES TO FINANCIAL STATEMENTS — (Continued)

measurement date, calculated as the difference between the fair value of the common stock and the relevant exercise price.

      Pro forma information regarding the Company’s net loss is required by SFAS No. 123 and has been determined as if the Company had accounted for its employee stock options under the fair value method of SFAS No. 123. Under the fair value method, compensation is measured at the grant date based on the fair value of the award and is recognized straight-line over the vesting period. The fair value is determined by using the minimum value option-pricing model with the following assumptions:

	2004
Assumptions:
Risk free interest rate		4.07	%
Dividend yield		0	%
Volatility		0	%
Expected life of option (years)		10

      Had the Company recorded compensation expense in accordance with SFAS No. 123, the Company’s net loss for the period from January 1, 2004 to October 8, 2004 would have been as follows:

		2004
Net loss, as reported		$	(608,620	)
Stock-based compensation expense			(35,237	)
	Pro forma net loss	$	(643,857	)

      Revenue Recognition — The Company revenues are derived from long-term contracts with wireless network carriers or other distributors. The terms of the contracts are typically two to three years. The Company revenues are from two primary sources of activity:

•  Messaging services based on a volume of intercarrier SMS messages routed;

•  Multimedia services from the download of content from a library of ringtones, graphics and other premium content.

      The service revenue is recognized, provided that the fee is fixed and determinable; the Company has no significant obligations remaining and the collection of the related receivable is reasonably assured. In accordance with the customer agreements, the wireless carriers and other distributors are responsible for billing, collecting and remitting to the Company its fees.

      The Company has limited revenues from providing consulting services to carriers or for developing applications for their networks. In the event that the Company receives upfront payments for these activities, revenues are generally recognized upon delivery or over the contractual term depending on the underlying contractual obligations. Revenues under these types of arrangements are not anticipated to be significant in the future.

      Internally Developed Software Costs — In accordance with SFAS No. 86, Accounting for the Costs of Computer Software to Be Sold, Leased, or Otherwise Marketed, capitalization of software development costs begins upon the establishment of technological feasibility of a product. The establishment of technological feasibility and the ongoing assessment of the recoverability of costs require considerable judgment by management with respect to certain external factors, including, but not limited to, anticipated future gross product revenues, estimated economic life and changes in software and hardware technology. Since inception, the Company has not capitalized any costs related to internal software development.

F-54

ZTANGO, INC.

NOTES TO FINANCIAL STATEMENTS — (Continued)

      Income Taxes — The Company accounts for income taxes under the liability method pursuant to SFAS No. 109, Accounting for Income Taxes. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases as well as operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Valuation allowances are established when it is more likely than not that some or all of the deferred tax assets will not be realized. The Company has provided a full valuation allowance against its net deferred tax asset at October 8, 2004.

      Impairment of Long-lived Assets — The Company reviews long-lived assets in accordance with SFAS No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets,” which addresses the financial accounting and reporting for the impairment or disposal of long-lived assets. The Company reviews its recorded long-lived assets for the impairment whenever events change or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The Company has determined that as of October 8, 2004, there has been no impairment in the carrying values of long-lived assets for impairment in accordance with SFAS No. 144.

      Recent Accounting Pronouncements — In May 2003, the FASB issued SFAS No. 150, Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity (“SFAS No. 150”). SFAS No. 150 establishes standards for how an issuer classifies and measures certain financial instruments with characteristics of both liabilities and equity. It requires that an issuer classify a financial instrument that is within its scope as a liability (or an asset in some circumstances). Many of those instruments were previously classified as equity. Some of the provisions of SFAS No. 150 are consistent with the current definition of liabilities in FASB Concepts Statement No. 6, Elements of Financial Statements. The remaining provision of this statement is consistent with the FASB’s proposal to revise that definition to encompass certain obligations that a reporting entity can or must settle by issuing its own equity shares, depending on the nature of the relationship established between the holder and the issuer. SFAS No. 150 is effective for financial instruments entered into or modified after May 31, 2003, and otherwise is effective at the beginning of the first interim period beginning after June 15, 2003, except for mandatory redeemable financial instruments of nonpublic entities. For mandatory redeemable financial instruments of nonpublic entities that are redeemable at fixed dates and at fixed rates, the classification, measurement and disclosure provisions of SFAS No. 150 are effective for fiscal periods beginning after December 15, 2004. For other mandatory redeemable financial instruments of a nonpublic entity, the classification, measurement, and disclosure provisions of SFAS No. 150 are deferred indefinitely, pending further FASB action. The impacts of the adoption of SFAS No. 150 are not expected to have a material impact on our financial position, results of operations, or cash flows.

      On December 15, 2004, the Financial Accounting Standards Board (FASB or the “Board”) released its final revised standard entitled FASB Statement No. 123R, Share-Based Payment (SFAS No. 123R), and subsequently amended it on April 21, 2005, which will significantly change accounting practice with respect to employee stock options for both public and non-public companies. The Company will be required to measure the cost of equity based service awards based on the grant-date fair value of those instruments, except in certain circumstances. Specifically, if it is not possible to reasonably estimate the fair value of equity share options and similar instruments because it is not practicable to estimate the expected volatility of the entity’s share price, a nonpublic entity is required to measure its awards of equity share options and similar instruments based on a value calculated using the historical volatility of an appropriate industry sector index instead of the expected volatility of its share price. A nonpublic entity may elect to measure its liability awards at their intrinsic value through the date of settlement. SFAS No. 123R is effective as of the beginning of the first annual reporting period that begins after

F-55

ZTANGO, INC.

NOTES TO FINANCIAL STATEMENTS — (Continued)

June 15, 2005. The adoption of SFAS No. 123R will have a material impact on our financial position, results of operations and cash flows.

3. INTANGIBLE ASSETS

      Intangible assets, derived from the March 14, 2003 merger with MobileSpring, Inc. are as follows:

	October 8,
	2004
Software technologies		1,359,000
Accumulated amortization		(426,544	)
	$	932,456

      The Company’s intangible assets have an estimated useful life of five years. The estimated aggregate amortization expense to the assets for the remaining useful life is as follows:

Twelve months ending October 8:
2005		272,000
2006		272,000
2007		272,000
2008		116,456
	$	932,456

4. NOTE RECEIVABLE — RELATED PARTY

      The note receivable is collateralized by the rights to certain intellectual property and is payable quarterly through 2006. Interest accrued at 8% per annum during the period from January 1, 2004 to October 8, 2004. In the period from January 1, 2004 to October 8, 2004, the Company collected $54,060 against the note receivable and the remaining balance is $361,559, of which $161,889 is current, at October 8, 2004 (including interest due of $11,889).

5. FIXED ASSETS

      Fixed assets consist of the following:

		October 8,
		2004
Computers and equipment		$	1,365,333
Office furniture and fixtures			36,905
			1,402,238
Accumulated depreciation			(722,335	)
	Total	$	679,903

      Depreciation expense recorded was $303,069 for the period from January 1, 2004 to October 8, 2004.

F-56

ZTANGO, INC.

NOTES TO FINANCIAL STATEMENTS — (Continued)

6. DEBT OBLIGATIONS

      Long-term debt consists of the following:

		October 8,
		2004
Vendor payment plan agreement		$	219,913
Less current portion			(89,448	)
	Total	$	130,465

      On May 12, 2004, the Company entered into an agreement with a vendor which allowed for the payment of $264,160 of software and services on an installment basis. The agreement is supported by a Letter of Credit from a bank and is backed by certificates of deposit which are included in other current assets on the Company’s balance sheet. The agreement provides for twelve, equal, consecutive, quarterly payments of $23,186 beginning on July 1, 2004 and ending on April 1, 2007. Imputed interest on the payment plan agreement is approximately 3%.

      In March 2004, the Company obtained a $1.25 million financing facility (the “Facility”) with a bank that allowed the Company to draw funds against specific accounts receivable. The financing facility had a one-year term and incurred interest on outstanding balances at 1.25% per month. As of October 8, 2004, there was no outstanding balance under this facility. This facility was terminated as of March 3, 2005.

7. SERIES A CONVERTIBLE PREFERRED STOCK

      The Company has the following Series A Convertible Preferred Stock, which is divided into three subseries: Series A1 convertible preferred stock, Series A2 convertible preferred stock and Series A3 convertible preferred stock.

•  978,000 shares of Series A1 convertible preferred stock. The Series A1 convertible preferred stock has a liquidation preference of 2.296 times the accreted value, plus any accrued dividends. At October 8, 2004, the Series A1 convertible preferred stock liquidation preference was $5,397,783;

•  5,091,928 shares of Series A2 convertible preferred stock. The Series A2 convertible preferred stock has a liquidation preference of 0.305 times the accreted value, plus any accrued dividends. At October 8, 2004, the Series A2 convertible preferred stock liquidation preference was $3,736,927;

•  4,519,451 shares of Series A3 convertible preferred stock. The Series A3 convertible preferred stock has a liquidation preference of 0.688 times the accreted value, plus any accrued dividends. At October 8, 2004, the Series A3 convertible preferred stock liquidation preference was $7,473,853.

      The Series A subseries convertible preferred stock is convertible into shares of nonassessable shares of common stock at the option of the holder, based upon a conversion formula specified in the agreement. Also, these shares automatically convert into nonassessable common stock, based upon a conversion formula specified in the agreement, upon the closing of an Initial Public Offering.

      The Series A subseries shares are entitled to dividends at an annual rate equal to 8% of the Series A liquidation preference. Accrued and unpaid dividends are cumulative and shall compound on a quarterly basis, whether or not declared and be added to the accreted value on a quarterly basis. The liquidation preference will be paid to the holders of the Series A subseries shares before any payments to holders of common stock. As disclosed in Note 12, the company entered into a definitive agreement with WiderThan.Com Co., Ltd. The definitive agreement includes a provision to suspend accretion of the liquidation preference on July 1, 2004.

F-57

ZTANGO, INC.

NOTES TO FINANCIAL STATEMENTS — (Continued)

8. STOCK-BASED COMPENSATION

2002 Plan

      The Company’s Stock Incentive Plan (the “2002 Plan”) was adopted by the Company’s Board of Directors and approved by the Company’s stockholders in January 2002 for the purpose of providing an incentive to the officers, employees, consultants and directors. No stock options or restricted stock may be granted under the 2002 Plan after December 31, 2011.

      Options expire on the date determined by the Company, which date may not exceed ten years from the date the option is granted. Generally, options vest as follows: 8.33% each calendar quarter subsequent to the date of the grant, in each case assuming that the recipient has been continuously employed by the Company during that time. In addition, certain of the options granted to date provide for the accelerated vesting on issuance. Options granted to certain key personnel also provide for partial accelerated vesting of unvested options upon certain corporate “changes in control.”

	Options Available			Total Options			Weighted-average		Weighted-average
	for Future Grant			Outstanding			Exercise Price		Fair Value
Balance, December 31, 2003		427,010			1,590,067		$	0.19	$	0.06
Change in authorized shares
Granted		(249,500	)		249,500			0.21		0.06
Forfeited		47,065			(47,065	)		0.20
Exercised
Balance, October 8, 2004		224,575			1,792,502
Vested Options Balance
October 8, 2004					1,427,735

      The Company uses the intrinsic value method prescribed in APB No. 25 in accounting for the 2002 Plan. Accordingly, no compensation cost has been recognized for any of its options granted during the period ended October 8, 2004, because the exercise price of each option equaled or exceed the fair value of the underlying common stock as of the grant date. The weighted average life of the options outstanding at October 8, 2004, was 8.4 years. As of October 8, 2004, there were no expired options.

F-58

ZTANGO, INC.

NOTES TO FINANCIAL STATEMENTS — (Continued)

9. INCOME TAXES

      The Company recorded a provision for income taxes from continuing operations as follows for the period from January 1, 2004 to October 8, 2004:

		Period from
		January 1, 2004 to
		October 8, 2004
Current:
	Federal	$	5,203
	State		—
			5,203
Deferred:
	Federal		—
	State		—
			—
Total provision before valuation allowance			5,203
Less valuation allowance			—
Total provision for income taxes		$	5,203

      Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes.

      The components of deferred income tax assets and liabilities are as follows:

		October 8, 2004
Deferred tax assets:
	Operating loss carryforwards	$	26,873,077
	Allowance for bad debt		8,665
	Accrued compensation		188,752
	Accrued liabilities and other		89,518
			27,160,012
Valuation allowance			(27,160,012	)
Net deferred tax asset			—

      The valuation allowance of $27.2 million was determined in accordance with the provisions of FAS 109 which places primary importance on the Company’s operating results in the most recent three-year period when assessing the need for a valuation allowance. The Company’s cumulative loss in the most recent three-year period, including the current year, represented negative evidence sufficient to require a full valuation allowance under the provisions of FAS 109. The Company intends to maintain a full valuation allowance for its net deferred tax assets and net operating loss carryforwards until sufficient positive evidence exists to support its reversal.

      At October 8, 2004, the Company had approximately $26.9 million of federal and state net operating loss carryforwards that will begin to expire in 2021. A portion of these net operating losses were obtained in the 2003 merger with MobileSpring, Inc. and are subject to the annual limitations under IRS Section 382.

F-59

ZTANGO, INC.

NOTES TO FINANCIAL STATEMENTS — (Continued)

      A reconciliation of the Federal statutory tax rate to the effective tax rate is as follows:

	Period from
	January 1, 2004 to
	October 8, 2004
Federal statutory rates		35.0	%
State taxes, net of Federal benefits		(0.2	%)
Goodwill		(12.2	%)
Non-deductible merger costs		(24.7	%)
Valuation allowance		3.6	%
Other		(2.4	%)
		(0.9	%)

10. EMPLOYEE 401(k) PLAN

      The Company sponsors a defined contribution plan (“Plan”) that qualifies for tax treatment under Section 401 (a) of the Internal Revenue Code. Participation in the Plan is available to employees who are at least twenty-one years of age. The Company has not contributed to the Plan in the period ended October 8, 2004. The Company pays for administrative expenses incurred by the Plan.

11. COMMITMENTS AND CONTINGENCIES

      Lease Commitments — The Company is obligated under noncancelable operating leases for the rental of office space. Future minimum lease payments with initial terms of one or more years as of October 8, 2004 are as follows:

	Minimum
	Lease Payments
Period Ending October 8,
2005	$	420,467
2006		167,457
2007		16,688
Total	$	604,612

      Rental expense for the period from January 1, 2004 to October 8, 2004 was $235,055.

      Litigation and Other Matters — The Company is subject to legal proceedings, claims and litigation arising in the ordinary course of business. Management does not expect that the ultimate costs to resolve these matters will have a material adverse affect on the Company’s financial position, results of operations, or cash flows.

12. SUBSEQUENT EVENTS

      On June 28, 2004, the Company entered into a definitive agreement with WiderThan.com Co, Ltd., a Korean corporation (“WiderThan”), providing for the acquisition of all of the capital stock of Ztango by WiderThan for 2,052,479 shares of WiderThan Series B preferred stock and approximately $264,000 in cash. This acquisition closed on October 8, 2004.

F-60

ZTANGO, INC.

NOTES TO FINANCIAL STATEMENTS — (Continued)

13. OPERATING SEGMENTS

      SFAS No. 131, “Disclosure about Segments of an Enterprise and Related Information” establishes standards for reporting information regarding operating segments in annual financial statements and requires selected information for those segments to be presented in interim financial reports issued to stockholders. SFAS No. 131 also establishes standards for related disclosures about products and services and geographic areas. Operating segments are identified as components of an enterprise about which separate discrete financial information is available for evaluation by the chief operating decision maker, or decision-making group, in making decisions how to allocate resources and assess performance. The Company’s chief decision maker, as defined under SFAS No. 131, is the Chief Executive Officer. To date, the Company has viewed its operations as principally one segment, provider of wireless messaging and multimedia solutions.

F-61

INDEPENDENT AUDITORS’ REPORT

Board of Directors of Ztango, Inc.

Reston, Virginia

We have audited the accompanying consolidated balance sheets of Ztango, Inc. and subsidiaries as of December 31, 2003, and the related consolidated statements of operations, stockholders’ equity, and cash flows for the year then ended. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the auditing standards generally accepted in the United States of America. Those standards require that we plan and perform our audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, such consolidated financial statements present fairly, in all material respects, the financial position of Ztango, Inc. and subsidiaries, at December 31, 2003 and the results of its operations and cash flows for the year then ended, in conformity with accounting principles generally accepted in the United States of America.

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the consolidated financial statements, the Company’s recurring operating losses and negative cash flows from operations raise substantial doubt regarding its ability to continue as a going concern. Management’s plans concerning these matters are discussed in Note 2 to the consolidated financial statements. The consolidated financial statements do not include any adjustment that might result from the outcome of this uncertainty.

Deloitte & Touche LLP

McLean, Virginia

September 1, 2004, except as to Note 15, as to which the date is October 8, 2004

F-62

ZTANGO, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEET

DECEMBER 31, 2003

ASSETS
CURRENT ASSETS:
	Cash and cash equivalents		$	731,342
	Accounts receivable, less allowance for doubtful accounts of $128,034			1,512,732
	Note receivable — related party, current			75,000
	Prepaid expenses and other current assets			261,487
		Total current assets		2,580,561
PROPERTY AND EQUIPMENT, net				378,321
GOODWILL				4,339,615
INTANGIBLE ASSETS, net				1,142,305
NOTE RECEIVABLE — related party				328,730
TOTAL ASSETS			$	8,769,532
LIABILITIES AND SHAREHOLDERS’ EQUITY
CURRENT LIABILITIES:
	Accounts payable		$	199,225
	Accrued and other current liabilities			312,559
	Accrued compensation			375,238
	Accrued content licensing fees			368,170
		Total current liabilities		1,255,192
LONG-TERM DEBT				—
COMMITMENTS AND CONTINGENCIES — See Note 13
SHAREHOLDERS’ EQUITY:
	Series A1 convertible preferred stock;
		$0.001 par value; 1,500,000 shares authorized; 978,000 shares issued and outstanding; and liquidation value of $5,189,831 as of December 31, 2003		2,154,426
	Series A2 convertible preferred stock;
		$0.001 par value; 7,500,000 authorized; 5,091,928 shares issued and outstanding; and liquidation value of $3,592,961 as of December 31, 2003		2,647,499
	Series A3 convertible preferred stock;
		$0.001 par value; 6,500,000 authorized; 4,519,451 shares issued and outstanding; and liquidation value of $7,185,920 as of December 31, 2003,		6,630,300
	Common stock,
		$0.001 par value; 25,000,000 shares authorized; 426,682 shares issued and outstanding as of December 31, 2003		427
		Additional paid-in capital — common stock		58,254,409
		Accumulated deficit		(62,172,721	)
		Total shareholders’ equity		7,514,340
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY			$	8,769,532

The accompanying notes are an integral part of these consolidated financial statements.

F-63

ZTANGO, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF OPERATIONS

YEAR ENDED DECEMBER 31, 2003

NET SALES			$	5,346,279
	Cost of sales(A)			1,277,868
	Research and development(A)			3,593,436
	Sales and marketing(A)			623,480
	General and administrative(A)			1,575,573
	Depreciation and amortization			482,650
		Total operating expenses		7,553,007
OPERATING LOSS				(2,206,728	)
OTHER INCOME (EXPENSE):
	Interest income			26,807
	Interest expense			(25,421	)
		Total other income		1,386
NET LOSS			$	(2,205,342	)

(A)  Exclusive of depreciation and amortization shown separately below.

The accompanying notes are an integral part of these consolidated financial statements.

F-64

ZTANGO, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF SHAREHOLDERS’ EQUITY

YEAR ENDED DECEMBER 31, 2003

		Shares Outstanding
																																	Additional
		Series B			Series C			Series A1		Series A2		Series A3				Series B			Series C			Series A1		Series A2		Series A3							Paid-in
		Preferred			Preferred			Preferred		Preferred		Preferred		Common		Preferred			Preferred			Preferred		Preferred		Preferred		Common		Shareholder			Capital—			Accumulated
		Stock			Stock			Stock		Stock		Stock		Stock		Stock			Stock			Stock		Stock		Stock		Stock		Receivable			Common Stock			Deficit			Total
BALANCE AS OF DECEMBER 31, 2002			129,587			1,400			—		—		—		23,000	$	1,399,601		$	2,154,426			—		—		—	$	23	$	(1,339,409	)	$	58,200,372		$	(59,967,379	)	$	447,634
	Collection of shareholder receivable																														1,339,409									1,339,409
	Recapitalization and issuance of preferred stock		(129,587	)		(1,400	)		978,000		5,091,928		4,519,451		403,682		(1,421,809	)		(2,154,426	)		2,154,426		2,647,499		6,630,300		404					76,245						7,932,639
	Issuance of preferred shares for accrued interest																22,208										—		—		—			(22,208	)					—
	Net loss																																				(2,205,342	)		(2,205,342	)
BALANCE AS OF DECEMBER 31, 2003			—			—			978,000		5,091,928		4,519,451		426,682	$	—		$	—		$	2,154,426	$	2,647,499	$	6,630,300	$	427	$	—		$	58,254,409		$	(62,172,721	)	$	7,514,340

The accompanying notes are an integral part of these consolidated financial statements.

F-65

ZTANGO, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF CASH FLOWS

YEAR ENDED DECEMBER 31, 2003

CASH FLOWS FROM OPERATING ACTIVITIES:
	Net loss			$	(2,205,342	)
	Adjustments to reconcile net loss to net cash used for operating activities:
		Depreciation and amortization			482,650
		Equity issued for interest on note payable and dividends			9,568
		Changes in operating assets and liabilities:
			Accounts receivable		(945,801	)
			Prepaid expenses and other current assets		(69,945	)
			Accounts payable		27,861
			Accrued and other current liabilities		(135,122	)
			Accrued compensation		375,238
			Accrued content licensing fees		368,170
			Net cash used for operating activities		(2,092,723	)
CASH FLOWS FROM INVESTING ACTIVITIES:
	Purchases of property and equipment				(240,076	)
	Cash received from acquisition of Mobilespring, Inc.				1,165,713
	Cash paid in connection with note payable assumed from acquisition of
			Mobilespring, Inc.		(426,694	)
			Net cash used in investing activities		498,943
CASH FLOWS FROM FINANCING ACTIVITIES:
	Net proceeds from issuance of preferred stock				1,339,409
			Net cash provided by financing activities		1,339,409
NET DECREASE IN CASH AND CASH EQUIVALENTS					(254,371	)
CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR					985,713
CASH AND CASH EQUIVALENTS, END OF YEAR				$	731,342
SUPPLEMENTAL DISCLOSURES OF
	CASH FLOW INFORMATION:
		Cash paid for interest		$	6,219
	NON-CASH FINANCING & INVESTING ACTIVITIES:
		The Company issued 978,000 shares of Series A1 Preferred Stock in exchange for 1,400 shares of Series C Preferred Stock		$	2,154,426
		The Company issued 5,091,928 shares of Series A2 Preferred Stock in exchange for 129,587 of Series B Preferred Stock and $1,232,071 of principal and interest of the 8% Secured Notes		$	2,647,499
		The Company issued 4,519,451 shares of Series A3 Preferred Stock and 403,682 shares of Common Stock in exchange for the outstanding shares of MobileSpring, Inc.		$	6,706,949
		Issuance of preferred shares for interest and dividends		$	22,208

The accompanying notes are an integral part of these consolidated financial statements.

F-66

ZTANGO, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

YEAR ENDED DECEMBER 31, 2003

1.     NATURE OF THE BUSINESS

      Nature of the Business — Ztango, Inc. (the “Company”), is a provider of wireless messaging and multimedia solutions. Wireless networks of U.S. wireless subscribers utilize Ztango’s products, including Inter-carrier short message service (“SMS”) messaging, ringtones, graphics and premium content services.

2.     GOING CONCERN

      The accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. As disclosed in the financial statements, during the year ended December 31, 2003, the Company incurred net losses of $2,205,342, and, for this period, the Company’s net cash used in operations was $2,092,723. These factors, among others, may indicate that the Company will be unable to continue as a going concern for a reasonable period of time.

      The consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. The Company’s continuation as a going concern is dependent upon its ability to generate sufficient cash flows to meets its obligations on a timely basis, to obtain additional financing or refinancing as may be required, and ultimately to attain successful operations. Management is continuing its efforts to obtain additional funds so that the Company can meet its obligations and sustain operations from services. The Company is in the process of finalizing the sale of the Company to Widerthan.com. Should this transaction not be completed and if the Company is unable to obtain additional financing, the Company will be required to further reduce its expenditures for operations or seek additional funding through other means that may include the sale of assets, the sale of equity securities or additional borrowings. There can be no assurance that additional capital will be available, or available on terms that are reasonable or acceptable to the Company. If the Company is unable to generate additional cash, the business and financial condition would be materially and adversely affected such that the Company may be unable to continue its operations.

3.     SIGNIFICANT ACCOUNTING POLICIES

      Accounting Estimates — The preparation of financial statements in accordance with accounting principles generally accepted in the United States of America (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

      Principles of Consolidation — All significant intercompany transactions and balances have been eliminated during consolidation.

      Cash and Cash Equivalents — The Company considers all highly liquid investments with an original contractual maturity of 90 days or less to be cash equivalents.

      Accounts Receivable — Accounts receivable are stated at estimated realizable values. Allowances are recorded, when necessary, in an amount considered by management to be sufficient to meet probable losses related to uncollectible accounts. As of December 31, 2003, the allowance for doubtful accounts was $128,035.

      Property and Equipment — Property and equipment are recorded at cost less accumulated depreciation. Depreciation is calculated using the straight-line method over the shorter of the estimated useful lives of the respective assets or, in the case of leasehold improvements and capital leases, the

F-67

ZTANGO, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

YEAR ENDED DECEMBER 31, 2003 — (Continued)

shorter of the useful life or the life of the lease. Depreciation periods relating to property and equipment range from three to five years.

      Intangible Assets — In June 2001, the Financial Accounting Standards Board (“FASB”) issued Statement of Financial Accounting Standards (“SFAS”) No. 141, Business Combinations (“SFAS 141”), and SFAS No. 142, Goodwill and Other Intangible Assets (“SFAS 142”). SFAS 141 requires business combinations initiated after June 30, 2001 to be accounted for using the purchase method of accounting, and broadens the criteria for recording intangible assets separate from goodwill. SFAS 142 requires goodwill and certain intangibles not to be amortized into results of operations, but instead reviewed for impairment and written down as a charge to results of operations only in the period in which the recorded value is determined to be impaired. The provisions of SFAS 142 were adopted by the Company on January 1, 2002.

      Concentration of Credit Risk — Financial instruments which potentially subject the Company to concentrations of credit risk consist primarily of cash deposits at financial institutions in excess of accounts receivable. At times, balances in the Company’s cash accounts may exceed the Federal Deposit Insurance Corporation limit.

      As of December 31, 2003, accounts receivable from two major customers amounted to 40% and 39%, respectively, of total accounts receivable.

      Fair Value of Financial Instruments — The carrying value of certain of the Company’s financial instruments, including cash and cash equivalents, accounts receivable, accounts payable, and short-term debt approximate fair value due to their short-term maturities. The Company’s long-term debt as of December 31, 2003 approximates its fair value.

      Stock-Based Compensation — The Company accounts for stock-based compensation for employees in accordance with Accounting Principles Board (“APB”) Opinion No. 25, Accounting for Stock Issued to Employees, and complies with the disclosure provisions of SFAS No. 123, Accounting for Stock Based Compensation. Under APB Opinion No. 25, compensation expense is based on the intrinsic value on the measurement date, calculated as the difference between the fair value of the common stock and the relevant exercise price. Stock-based compensation for non-employees is accounted for at fair value using a Black-Scholes option-pricing model in accordance with the provisions of SFAS No. 123.

      Pro forma information regarding the Company’s net loss is required by SFAS No. 123 and has been determined as if the Company had accounted for its employee stock options under the fair value method of SFAS No. 123. Under the fair value method, compensation is measured at the grant date based on the fair value of the award and is recognized straight-line over the service period. The fair value is determined by using the minimum value option-pricing model with the following assumptions:

Assumptions:
Risk free interest rate	4.10	%
Dividend yield	0	%
Volatility	0	%
Expected life of option (years)	10

F-68

ZTANGO, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

YEAR ENDED DECEMBER 31, 2003 — (Continued)

      Had the Company recorded compensation expense in accordance with SFAS No. 123, the Company’s net loss for the period ended December 31, 2003 would have been as follows:

Net loss, as reported		$	(2,205,342	)
Total stock-based employee compensation expense determined under fair-value based method for all awards, net of related tax expense			(29,563	)
	Pro forma net loss	$	(2,234,905	)

      Revenue Recognition — For wireless device transactions, the Company recognizes revenue on a transaction basis upon the delivery of the ringtone, graphic or text message to a consumer’s wireless device. Fees for such transactions are fixed and determinable in the contractual arrangement with the customers. The service is deemed rendered at the time of successful delivery of the ringtone, graphic or text message, and the Company does not have any further obligation to the customer to collect revenue related to that transaction.

      Service revenues are generally recognized ratably over the period of the related contract as such services are performed. Revenue for fixed-price contracts are recorded on the basis of the estimated percentage of completion, based on costs incurred as compared to estimated costs at completion of services rendered. Losses, if any, are recognized as soon as they become known.

      Internally Developed Software Costs — In accordance with SFAS No. 86, Accounting for the Costs of Computer Software to Be Sold, Leased, or Otherwise Marketed, capitalization of software development costs begins upon the establishment of technological feasibility of a product. The establishment of technological feasibility and the ongoing assessment of the recoverability of costs require considerable judgment by management with respect to certain external factors, including, but not limited to, anticipated future gross product revenues, estimated economic life and changes in software and hardware technology. Since inception, the Company has not capitalized any costs related to internal software development.

      Income Taxes — The Company accounts for income taxes under the liability method pursuant to SFAS No. 109, Accounting for Income Taxes. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases as well as operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Valuation allowances are established when it is more likely than not that some or all of the deferred tax assets will not be realized. The Company has provided a full valuation allowance against its net deferred tax asset at December 31, 2003.

      Stock Split — All common stock shares reflect a 1-for-1,000 stock split approved by the Board of Directors on March 14, 2003. The effect of the stock split has been given retroactive presentation in the accompanying consolidated financial statements for all periods presented.

      Impairment of Long-lived Assets — The Company reviews long-lived assets in accordance with SFAS No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets,” which addresses the financial accounting and reporting for the impairment or disposal of long-lived assets (e.g. equipment). The Company reviews its recorded long-lived assets for the impairment whenever events change or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The Company has determined that as of December 31, 2003, there has been no impairment in the carrying values of long-lived assets for impairment in accordance with SFAS No. 144.

F-69

ZTANGO, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

YEAR ENDED DECEMBER 31, 2003 — (Continued)

      Recent Accounting Pronouncements — In May 2003, the FASB issued SFAS No. 150, Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity (“SFAS No. 150”). SFAS No. 150 establishes standards for how an issuer classifies and measures certain financial instruments with characteristics of both liabilities and equity. It requires that an issuer classify a financial instrument that is within its scope as a liability (or an asset in some circumstances). Many of those instruments were previously classified as equity. Some of the provisions of SFAS No. 150 are consistent with the current definition of liabilities in FASB Concepts Statement No. 6, Elements of Financial Statements. The remaining provision of this statement is consistent with the FASB’s proposal to revise that definition to encompass certain obligations that a reporting entity can or must settle by issuing its own equity shares, depending on the nature of the relationship established between the holder and the issuer. SFAS No. 150 is effective for financial instruments entered into or modified after May 31, 2003, and otherwise is effective at the beginning of the first interim period beginning after June 15, 2003, except for mandatory redeemable financial instruments of nonpublic entities. For mandatory redeemable financial instruments of nonpublic entities that are redeemable at fixed dates and at fixed rates, the classification, measurement and disclosure provisions of SFAS No. 150 are effective for fiscal periods beginning after December 15, 2004. The impacts of the adoption of SFAS No. 150 on the Company’s financial statements have not been determined.

      In May 2003, the FASB issued SFAS No. 149, Amendment of Statement 133 on Derivative Instruments and Hedging Activities (“SFAS 149”), which amends and clarifies financial accounting and reporting for derivative instruments, including certain derivative instruments embedded in other contracts (collectively referred to as derivatives) and for hedging activities under SFAS No. 133, Accounting for Derivative Instruments and Hedging Activities. SFAS 149 is effective for contracts entered into or modified after June 30, 2003, and for hedging relationships designated after June 30, 2003. The adoption of SFAS 149 did not have a material impact on our financial position, results of operations, or cash flows.

      In December 2002, the FASB issued SFAS No. 148, Accounting for Stock-Based Compensation — Transition and Disclosure an Amendment of FASB Statement No. 123, effective for fiscal years ending after December 15, 2002, for transition guidance and annual disclosure provisions. SFAS No. 148 amends SFAS No. 123, Accounting for Stock-Based Compensation, to provide alternative methods of transition for a voluntary change to the fair value based method of accounting for stock-based employee compensation. In addition, SFAS No. 148 amends the disclosure requirements of SFAS No. 123 to require prominent disclosures in both annual and interim financial statements about the method of accounting for stock-based employee compensation and the effect of the method used on reported results. The adoption of SFAS No. 148 does not have a material effect on the financial position, results of operation or cash flows.

4.     RECAPITALIZATION AND ACQUISITION OF MOBILESPRING INC.

Recapitalization

      In March 2003, the Company established a new Series A Preferred Stock. The Series A Preferred Stock is divided into three subseries: A1, A2, and A3. The Series A subseries shares are entitled to dividends at an annual rate equal to 8% of the Series A liquidation preference. Accrued and unpaid dividends shall compound on a quarterly basis, whether or not declared and be added to the accreted value on a quarterly basis. The liquidation preference will be paid to the holders of the Series A subseries shares before any payments to holders of common stock.

      On March 14, 2003, 978,000 shares of Series A1 Preferred Stock were issued in exchange for 1,400 shares of Series C Preferred Stock. The Series A1 Preferred Stock has a liquidation preference of 2.296 times the accreted value, plus any accrued dividends. At December 31, 2003, the Series A1 Preferred Stock liquidation preference was $5,189,831.

F-70

ZTANGO, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

YEAR ENDED DECEMBER 31, 2003 — (Continued)

      On March 14, 2003, 5,091,928 shares of Series A2 Preferred Stock were issued in exchange for 129,587 shares of Series B Preferred Stock and $1,232,071 of principal and interest of the 8% Secured Notes. The Series A2 Preferred Stock has a liquidation preference of 0.305 times the accreted value, plus any accrued dividends. At December 31, 2003, the Series A2 Preferred Stock liquidation preference was $3,592,961.

      On March 14, 2003, 4,519,451 shares of Series A3 Preferred Stock and 403,682 shares of Common Stock were issued in exchange for all the outstanding shares of Mobilespring Inc. The Series A3 Preferred Stock has a liquidation preference of 0.688 times the accreted value, plus any accrued dividends. At December 31, 2003, the Series A3 Preferred Stock liquidation preference was $7,185,920.

Acquisition of Mobilespring Inc.

      On March 14, 2003, the Company acquired Mobilespring Inc. (“Mobilespring”). Pursuant to the merger agreement, the Company purchased Mobilespring in exchange for 4,519,451 shares of Series A3 Preferred Stock and 403,682 shares of Common Stock. The purchase price, valued at $7,000,615, was the result of an arm’s-length negotiation between the Company and Mobilespring, based on the Company’s evaluation of the fair market value of Mobilespring’s business, including its revenues.

      The purchase consideration was allocated to the fair values of the assets and liabilities acquired as follows:

Current assets, including cash and cash equivalents of $1,165,713	$	1,782,000
Fixed assets		105,000
Intangibles		1,359,000
Goodwill, including transaction costs		4,339,615
Current liabilities		(585,000	)
Net assets acquired	$	7,000,615

      Summary pro forma financial information (unaudited) for the combined company, assuming a combination occurred on January 1, 2003, is as follows for the year ended December 31, 2003:

Revenue	$	5,697,872
Operating loss	$	(2,498,489	)
Net loss	$	(2,605,165	)

5.     SOFTWARE TECHNOLOGIES AND GOODWILL

      Other intangible assets at December 31, 2003 consist of the following components:

Software technologies		1,359,000
Accumulated amortization		(216,695	)
	$	1,142,305

      The Company’s software technologies have an estimated useful life of five years. The fair value of these intangibles was determined based on the history of low attrition, the high cost of switching providers,

F-71

ZTANGO, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

YEAR ENDED DECEMBER 31, 2003 — (Continued)

market prices, forecasted revenues, evaluation of competitors, and other factors. The estimated aggregate amortization expense to the assets for each of the next five years is as follows:

Year ending December 31:
2004	$	272,000
2005		272,000
2006		272,000
2007		272,000
2008		54,305
	$	1,142,305

      The Company has recorded goodwill of $4,339,615, which is not subject to amortization. Instead, the Company is required to perform reviews for impairment in future periods, at least annually, that may result in future periodic write-downs. During 2003, the Company assessed the fair value of its only reporting unit by considering its projected cash flows, comparable company valuations, and recent purchase prices paid, as of the acquisition date, for entities within the industry and concluded that the fair value of the reporting unit exceeded the carrying amount of its net assets. Tests for impairment between annual tests may be required if events occur or circumstances change that would more likely than not reduce the fair value of the net carrying amount. As of December 31, 2003, the Company is not aware of such events or circumstances that could indicate potential impairment.

6.     BUSINESS DIVESTITURE

      On August 23, 2001, the Company sold 75% of the shares held by it in its subsidiary, Ztango Oy, to certain managers of Ztango Oy and purchased all of the shares of the Company’s common stock held by those certain managers. In connection with such sale and purchase, the Company (1) transferred certain of its intellectual property rights to Ztango Oy, which includes a license back to the Company of the intellectual property at no cost for a term of 10 years; (2) received a $600,000 convertible promissory note payable quarterly beginning August 2002; (3) canceled certain intercompany loans between the Company and Ztango Oy; (4) received certain liquidation preferences with respect to the shares in Ztango Oy in which it continues to hold; (5) made a $600,000 capital contribution to Ztango Oy; and (6) entered into a development services and software maintenance agreement with Ztango Oy for the purposes of establishing certain technical consulting services to be performed by Ztango Oy. As a result of the transaction, the Company wrote off $6,366,065 of intangible assets related to prior acquisitions and generation of the licenses and intellectual property. The note receivable is collateralized by the rights to the intellectual property. The remaining balance is $421,070 at December 31, 2003 (including interest due of $17,350).

7.     PROPERTY AND EQUIPMENT

      Property and equipment at December 31, 2003 consist of the following:

Computers and equipment		$	764,973
Office furniture and fixtures			32,614
			797,587
Accumulated depreciation			(419,266	)
	Total	$	378,321

      Depreciation was $265,954 for the year ended December 31, 2003.

F-72

ZTANGO, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

YEAR ENDED DECEMBER 31, 2003 — (Continued)

8.     DEBT OBLIGATIONS

      On October 31, 2001, the Company issued $1,200,070 of 8% Senior Secured Notes which, were due in full on October 31, 2006. As a result of the recapitalization discussed in Note 4, the 8% Senior Secured Notes were converted into Preferred shares — Series A2. There were no financial covenants required under the loan agreement. The Company recorded $12,500 as deferred financing fees, which were amortized over the loan period.

      The Company recorded interest expense on these notes of $19,201 in the year ended December 31, 2003.

9.     SHAREHOLDERS’ EQUITY

      Series B Convertible Preferred Stock — On October 31, 2001, the Company’s Board of Directors authorized 175,000 shares of par value $0.001 Convertible Preferred Series B Stock (Series B) and issued 119,993 shares for $1,187,430, net of issuance costs. Series B were entitled to dividends at an annual rate equal to 8% of the Series B liquidation preference and accrued and unpaid dividends had compounded on a quarterly basis, whether or not declared.

      The Series B has a liquidation preference of $30 per share plus accrued and unpaid dividends. The liquidation preference were payable to the holders of Series B before any payments to holders of common stock. Series B was convertible from time to time as determined in the agreement at the holder’s option into common stock equal to number of shares converted multiplied by the quotient of (i) the Series B liquidation preference divided by (ii) the conversion price of $0.2847 per share, subject to certain adjustments. Automatic conversion would be completed immediately prior to the earlier to occur of (i) the closing of an IPO and (ii) the written consent of the holders of a majority of the shares of Series B.

      Holders of Series B are entitled to vote on all matters entitled to be voted on by holders of shares of common stock voting together as a single class with the common stock and the Series A preferred stock holders. Each holder would be entitled to cast the number of votes as is equal to the number of votes that such holder would be entitled to cast had such holder converted its shares of Series B into shares of common stock. Additionally, Series B holders shall be entitled to elect three directors of the Corporation.

      Upon a sale of the Company, the holders of Series B shall be entitled to be paid for each share of Series B held thereby an amount equal to the sum of (a) the greater of (i) the product obtained by multiplying three times the liquidation preference of Series B or (ii) the aggregate consideration payable in such sale transaction on the closing date thereof to the holder of the number of shares of common stock into which such shares of series B is convertible into upon the closing, plus (b) all accrued and unpaid dividends.

      As disclosed further in Note 4, in March 2003, the Company issued a new series of Preferred Stock with three subseries: A1, A2, and A3. The new Preferred shares replaced all the outstanding Series B shares.

      Series C Convertible Preferred Stock — On December 16, 2002, the Company amended and restated its certificate of incorporation to include the authorization of 1,400 shares of par value $0.001 Convertible Preferred Series C Stock (Series C) and issued 978 shares for approximately $2,100,000, net of issuance costs. Series C were entitled to dividends at an annual rate equal to 8% of the Series C liquidation preference and accrued and unpaid dividends were compounded on a quarterly basis, whether or not declared.

      The Series B and C shares rank equally and are senior to the common and Preferred Series A shares. The Series C had a liquidation preference to each other of three times the issuance price or $2,202

F-73

ZTANGO, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

YEAR ENDED DECEMBER 31, 2003 — (Continued)

(subject to appropriate adjustment for any dividends, subdivisions, combinations or reclassifications of the Series C Preferred Stock) plus accrued and unpaid dividends. Upon liquidation, if the assets of the Company were not sufficient to distribute to all Series B and Series C shareholders, distributions to the Series B and C shareholders will be ratably in proportion to the amounts that would be payable to such holders if such assets were sufficient to permit payment in full.

      Series C was convertible from time to time as determined in the agreement at the holder’s option into common stock equal to number of shares converted multiplied by the quotient of (i) the Series C liquidation preference divided by (ii) the conversion price of $2,202 per share, subject to certain adjustments. Automatic conversion would be completed immediately prior to the earlier to occur of (i) the closing of an IPO and (ii) the written consent of the holders of a majority of the shares of Series B.

      Under the certificate of incorporation, neither shares of Series B or C were to be redeemed or subject to redemption, whether at the option of the Company or any holder.

      Holders of Series C were entitled to vote on all matters entitled to be voted on by holders of shares of common stock voting together as a single class with the common stock and the Series A and B Preferred stock holders. Each holder was entitled to cast the number of votes as is equal to the number of votes that such holder would be entitled to cast had such holder converted its shares of Series C to shares of common stock.

      Upon a sale of the Company, the holders of Series C were entitled to be paid for each share of Series C held thereby an amount equal to the sum of (a) the greater of (i) the product obtained by multiplying three times the liquidation preference of Series C or (ii) the aggregate consideration payable in such sale transaction on the closing date thereof to the holder of he number of shares of common stock into which such shares of series C is convertible into upon the closing, plus (b) all accrued and unpaid dividends.

      As disclosed further in Note 4, in March 2003, the Company issued a new series of Preferred Stock with three subseries: A1, A2, and A3. The new Preferred shares replaced all the outstanding Series C shares.

      Common Stock — The Company’s Board of Directors authorized and approved a 1 for 1,000 split of the issued and outstanding shares of common stock. The par value was maintained at the presplit amount of $0.001 per share, and all share amounts have been restated for the effects of such split.

10.     STOCK-BASED COMPENSATION

     2002 Plan

      The Company’s Stock Incentive Plan (the “2002 Plan”) was adopted by the Company’s Board of Directors and approved by the Company’s stockholders in January 2002 for the purpose of providing an incentive to the officers, employees, consultants and directors who are expected to contribute materially to the Company’s future growth and success through the grant of stock options and restricted stock. No stock options or restricted stock may be granted under the 2002 Plan after December 31, 2011.

      Options expire on the date determined by the Company, which date may not exceed ten years from the date the option is granted. Generally, options vest as follows: 8.33% each calendar quarter subsequent to the date of the grant, in each case assuming that the recipient has been continuously employed by the Company during that time. In addition, certain of the options granted to date provide for the accelerated vesting on issuance. Options granted to certain key personnel also provide for partial accelerated vesting of unvested options upon certain corporate “changes in control.”

F-74

ZTANGO, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

YEAR ENDED DECEMBER 31, 2003 — (Continued)

	Options Available			Total Options			Weighted-average		Weighted-average
	for Future Grant			Outstanding			Exercise Price		Fair Value
Balance, December 31, 2002		68,000			351,000		$	0.19
Change in authorized shares		1,598,077
Granted		(1,268,067	)		1,268,067		$	0.19	$	0.06
Forfeited		29,000			(29,000	)	$	0.19
Balance, December 31, 2003		427,010			1,590,067
Vested option balance at December 31, 2003					1,096,287

      The Company uses the intrinsic value method prescribed in ABP No. 25 in accounting for the 2002 Plan. Accordingly, no compensation cost has been recognized for any of its options granted during the year ended December 31, 2003, because the exercise price of each option equaled or exceed the fair value of the underlying common stock as of the grant date. The weighted average life of the options outstanding at December 31, 2003 was 9.01 years and all options outstanding have a $0.19 exercise price.

1999 Plan

      The Company’s Stock Incentive Plan (the “1999 Plan”) was adopted by the Company’s Board of Directors and approved by the Company’s stockholders in April 1999 for the purpose of providing an incentive to the officers, employees, consultants and directors who are expected to contribute materially to the Company’s future growth and success through the grant of stock options and restricted stock. No stock options or restricted stock may be granted under the 1999 Plan after April 19, 2009.

      Options expire on the date determined by the Company, which date may not exceed ten years from the date the option is granted. Generally, options vest as follows: 25% one year after the date of grant, and thereafter at the rate of 6.25% each succeeding calendar quarter, in each case assuming that the recipient has been continuously employed by the Company during that time. In addition, certain of the options granted to date provide for the accelerated vesting of 25% of an option grant upon an IPO, and for commencement of vesting of the remaining shares from the IPO date. Options granted to certain key personnel also provide for partial accelerated vesting of unvested options upon certain corporate changes in control.

      The Company uses the intrinsic value method prescribed in APB Opinion No. 25 in accounting for the 1999 Plan. Accordingly, no compensation cost has been recognized for any of its options granted during the year ended December 31, 2003 because the exercise price of each option equaled or exceeded the fair value of the underlying common stock as of the grant date.

      On January 1, 2001, the Board of Directors granted options to employees which provided for 25% vesting on the date of grant, with equal quarterly vesting for the subsequent three years. The 1999 Plan provides that no fractional shares of common stock (or cash in lieu thereof) shall be issued upon exercise of an option. As a result of the Company’s reverse stock splits during 2001, all option holders hold options for fractional shares, which are not exercisable under the 1999 Plan.

11.     INCOME TAXES

      The Company made no provision for income taxes in 2003 due to operating losses.

      At December 31, 2003, the Company had approximately $69 million of NOL carryforwards for U.S. federal income tax purposes that expire in 2019 and 2022, respectively, which are subject to limitation

F-75

ZTANGO, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

YEAR ENDED DECEMBER 31, 2003 — (Continued)

under IRS Section 382. An ownership change as defined in Section 382 of the Internal Revenue Code, restricts the Company’s ability to use future United States taxable income against the Company’s United States net operating loss carry-forward. Section 382 may also limit the utilization of other United States carry-over tax attributes upon the occurrence of an ownership change. Such an ownership change occurred in 2003 as a result of the purchase of Mobilespring Inc. Management believes that this limitation restricts our ability to offset any future United States taxable income against its net operating loss carry-forwards.

      Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes.

      Significant components of the Company’s net deferred tax position at December 31, 2003 are as follows:

Deferred tax assets:
	Operating loss carryforwards	$	26,998,689
	Allowance for bad debt		49,934
	Accrued compensation		107,650
	Accrued liabilities		38,693
			27,194,966
Valuation allowance			(27,194,966	)
Net deferred tax asset		$	—

      The Company has provided valuation allowances against its deferred tax assets as it has determine that it is more likely than not that such deferred tax assets will not be utilized. At December 31, 2003, the Company recorded a valuation allowance of $27,194,966 against the net deferred tax asset, an increase of $785,176 from December 31, 2002.

      The effective income tax rate for the year ended December 31, 2003 differed from the statutory federal income tax rate as follows:

Federal statutory rates	35.0%
State taxes, net of Federal benefits	4.0%
Goodwill and other intangibles	(3.4%	)
Valuation allowance and others	(35.6%	)
	—%

12.     EMPLOYEE 401(k) PLAN

      The Company sponsors a defined contribution plan (“Plan”) that qualifies for tax treatment under Section 401 (a) of the Internal Revenue Code. Participation in the Plan is available to employees who are at least twenty-one years of age. The Company has not contributed to the Plan in the year ended December 31, 2003. The Company pays for administrative expenses incurred by the Plan.

F-76

ZTANGO, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

YEAR ENDED DECEMBER 31, 2003 — (Continued)

13.     COMMITMENTS AND CONTINGENCIES

      Lease Commitments — The Company is obligated under noncancelable operating leases for the rental of office space. Future minimum lease payments with initial terms of one or more years as of December 31, 2003 are as follows:

Year Ending December 31,
2004	$	303,669
2005		359,089
2006		13,438
Total	$	676,196

      Rental expense for the year ended December 31, 2003 was $325,840.

      Litigation and Other Matters — The Company is subject to legal proceedings, claims and litigation arising in the ordinary course of business. Management does not expect that the ultimate costs to resolve these matters will have a material adverse affect on the Company’s consolidated financial position, results of operations, or cash flows.

14.     OPERATING SEGMENTS

      SFAS No. 131, Disclosure about Segments of an Enterprise and Related Information, establishes standards for reporting information regarding operating segments in annual financial statements. SFAS No. 131 also establishes standards for related disclosures about products and services and geographic areas. Operating segments are identified as components of an enterprise about which separate discrete financial information is available for evaluation by the chief operating decision maker, or decision-making group, in making decisions how to allocate resources and assess performance. The Company’s chief decision maker, as defined under SFAS No. 131, is the Chief Executive Officer. To date, the Company has viewed its operations as principally one segment, provider of wireless messaging and multimedia solutions. As a result, the financial information disclosed herein, materially represents all of the financial information related to the Company’s principal operating segment.

15.     SUBSEQUENT EVENTS

      Financing — In March 2004, the Company secured a $1.25 million financing facility (the “Facility”) with a bank that allows the Company to draw funds against specific accounts receivable. The financing facility has a one-year term, and incurs interest on outstanding balances at 1.25% per month. The financing facility is secured by the Company’s assets. As of July 28, 2004, the Company was not in compliance with the Facility’s requirement to deliver audited consolidated financial statements within 180 days of the Company’s year end. The Company has obtained a waiver from the Bank extending the period to on or before October 15, 2004.

      Merger — On June 28, 2004, the Company entered into a definitive agreement with WiderThan.com Co., Ltd, a Korean corporation (“WiderThan”), to merge the Company as a wholly owned subsidiary of WiderThan. On October 8, 2004, the transaction was completed and Ztango became a wholly owned subsidiary of WiderThan.

F-77

INDEX TO UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL INFORMATION

	Page
Unaudited Pro Forma Consolidated Financial Information
Introduction to Unaudited Pro Forma Consolidated Financial Information		P-2
Unaudited Pro Forma Consolidated Balance Sheet as of September 30, 2005		P-3
Unaudited Pro Forma Consolidated Statement of Operations for the nine months ended September 30, 2005		P-4
Unaudited Pro Forma Consolidated Statement of Operations for the twelve months ended December 31, 2004		P-5
Unaudited Pro Forma Consolidated Statement of Operations for the nine months ended September 30, 2004		P-6
Notes to Unaudited Pro Forma Consolidated Financial Information		P-7

P-1

WIDERTHAN CO., LTD.

UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL INFORMATION

      The following tables set forth our unaudited actual and pro forma consolidated balance sheet as of September 30, 2005 and our unaudited actual and pro forma consolidated statements of operations for the twelve-month period ended December 31, 2004 and for each of the nine-month periods ended September 30, 2004 and 2005.

      We have derived the actual balance sheet as of September 30, 2005 from our unaudited consolidated financial statements included elsewhere in this registration statement.

      The accompanying consolidated balance sheet as of September 30, 2005, is presented:

•  on an actual basis;

•  on a pro forma basis, to give effect to the automatic conversion of the Series A and Series B convertible redeemable preferred stock into 3,481,049 shares of common stock as if the conversion occurred on September 30, 2005, to give effect to the conversion of 50,000 shares of Series C convertible redeemable preferred stock into 50,000 shares of common stock, as if the conversion occurred on September 30, 2005, to give effect to the conversion of 876,167 shares of our convertible redeemable Series C preferred stock, currently held by Melody Share Corporation, into 876,167 shares of our common stock and their sale in the form of ADSs at an assumed initial public offering price of US$15.00 per ADS as if the conversion and sale occurred on September 30, 2005, and to give effect to the use of these proceeds from the sale of the 876,167 ADSs to repay Melody Share Corporation’s short-term debt as if the repayment had occurred on September 30, 2005.

      We have derived the actual statement of operations data for the year ended December 31, 2004 from our audited consolidated financial statements and the actual statement of operations data for the nine months ended September 30, 2004 and 2005 from our unaudited consolidated financial statements, all included elsewhere in this registration statement.

      The accompanying consolidated statements of operations for the year ended December 31, 2004 and for each of the nine-month periods ended September 30, 2004 and 2005:

•  on an actual basis;

•  on a pro forma basis, to give effect to the automatic conversion of the Series A and Series B convertible redeemable preferred stock on January 1, 2004, to give effect to the conversion of 50,000 shares of Series C convertible redeemable preferred stock into 50,000 shares of common stock, to give effect to the cancellation of the VSOs issued by WiderThan Americas, to give effect to the issuance of 326,126 options and certain cash rights in replacement of the VSOs and issued in replacement of 116,000 stock options forfeited, to give effect to our acquisition (the “Acquisition”) of WiderThan Americas, Inc. (formerly, Ztango, Inc.), to give effect to the conversion of 876,167 shares of our convertible redeemable Series C preferred stock, currently held by Melody Share Corporation, into 876,167 shares of our common stock and their sale in the form of ADSs at an assumed initial public offering price of US$15.00 per ADS, and to give effect to the use of these proceeds from the sale of the 876,167 ADSs to repay Melody Share Corporation’s short-term debt as if such events had occurred on January 1, 2004.

      These unaudited pro forma consolidated financial statements should be read with the other information contained under the captions “Capitalization”, “Selected Consolidated Financial Information and Other Data”, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and with the audited and unaudited consolidated financial statements, all included elsewhere in this registration statement.

P-2

WIDERTHAN CO., LTD.

UNAUDITED PRO FORMA CONSOLIDATED BALANCE SHEET

AS OF SEPTEMBER 30, 2005

			Actual		Adjustments			Pro forma
			(In thousands of US dollars,
			except per share data)
Assets
Current assets
	Cash and cash equivalents		$	18,853		3,933	(a)	$	22,786
	Restricted cash			8,069					8,069
	Accounts receivable, net			24,797					24,797
	Deferred costs			11,986					11,986
	Other current assets			1,555					1,555
		Total current assets		65,260		3,933			69,193
Property, plant and equipment, net				9,280					9,280
Goodwill				18,092					18,092
Other non-current assets				6,002					6,002
		Total assets	$	98,634		3,933		$	102,567
Liabilities and Stockholders’ Equity
Current liabilities
	Accounts payable		$	15,957				$	15,957
	Deferred income			4,618					4,618
	Accrued expenses			3,714					3,714
	Taxes payable			1,814					1,814
	Short-term debt			9,209		(9,209	)(a)		—
	Cash rights liability			1,314					1,314
	Other current liabilities			1,772					1,772
		Total current liabilities		38,398		(9,209	)		29,189
Other non-current liabilities				3,230					3,230
		Total liabilities	$	41,628		(9,209	)	$	32,419
Commitments and contingencies
Minority interest			$	900				$	900
Convertible redeemable preferred stock; W500 par value
	Series A authorized 5.0 million shares, issued and outstanding 1,428,570, liquidation preference $4.39		$	6,233	$	(6,233	)(a)	$	—
	Series B authorized 5.0 million shares, issued and outstanding 2,052,479, liquidation preference $13.51			20,293		(20,293	)(a)		—
	Series C authorized 2.0 million shares, issued and outstanding 50,000			493		(493	)(a)		—
		Total preferred stock	$	27,019	$	(27,019	)	$	—
Stockholders’ equity
	Common stock: W500 par value; authorized 30 million shares, issued and outstanding 10.5 million and 14.9 million shares actual and pro forma, respectively		$	4,537	$	2,114	(a)	$	6,651
	Additional paid-in capital			4,619		38,047	(a)		42,666
	Retained earnings			15,582					15,582
	Accumulated other comprehensive income			4,349					4,349
		Total stockholders’ equity		29,087		40,161			69,248
		Total liabilities and stockholders’ equity	$	98,634	$	3,933		$	102,567

P-3

WIDERTHAN CO., LTD.

UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2005

			Actual			Adjustments			Pro Forma
			(amounts in thousands of US dollars,
			except share and per share data)
Revenue
	Service revenues
		Carrier application services	$	43,540					$	43,540
		Content services		13,872						13,872
		Professional and other services		6,415						6,415
	Total service revenues			63,827						63,827
	System sales			6,248						6,248
Total revenues				70,075						70,075
Costs and expenses
	Cost of service revenues (exclusive of depreciation and amortization, as shown below)			23,292						23,292
	Cost of system sales (exclusive of depreciation and amortization, as shown below)			4,049						4,049
	Depreciation and amortization			3,104						3,104
	Selling and marketing			3,538						3,538
	General and administrative			16,668						16,668
	Research and development			8,805						8,805
	Stock compensation (Note A)			2,576			606	(j)		3,182
Total costs and expenses				62,032			606			62,638
Operating income				8,043						7,437
Other income
	Interest income, net			292						292
	Foreign exchange gain, net			122						122
Total other income				414						414
Income before taxes, minority interest and earnings from equity method investment				8,457						7,851
Income taxes				2,552			—	(g)		2,552
Income before minority interest and earnings from equity method investment				5,905			(606	)		5,299
Minority interest				100						100
Loss from equity method investment				(134	)					(134	)
Net income			$	5,871		$	(606	)	$	5,265
Accretion of preferred shares			$	(871	)	$	871	(h)	$	—
Amounts allocated to participating preferred shareholders				(1,537	)		1,537	(h)		—
Net income attributable to common shareholders			$	3,463		$	1,802		$	5,265
Earnings per share — basic			$	0.33				(i)	$	0.35
Earnings per share — diluted			$	0.28				(i)	$	0.35
Weighted average number of shares — basic				10,500,000				(i)		14,907,216
Weighted average number of shares — diluted				10,580,229				(i)		14,972,742

Note A:  The following stock compensation expenses resulting from the Company’s stock options, ESOA and VSOs and the VSO Cash Rights and KSO Cancellee Cash Rights are not included in the following expense categories:

		Actual		Adjustments		Pro Forma
		(amounts in thousands of US dollars)
Cost of service revenues		$	202	$	43	$	245
Cost of system sales			18		6		24
General and administrating			1,913		430		2,343
Research and development			443		127		570
	Total	$	2,576	$	606	$	3,182

P-4

WIDERTHAN CO., LTD.

UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS

FOR THE TWELVE MONTHS ENDED DECEMBER 31, 2004

			Actual			Adjustments			Pro forma
			(amounts in thousands of US dollars,
			except share and per share data)
Revenues
	Service revenues
		Carrier application services	$	24,670		$	4,384	(b)	$	29,054
		Content services		18,176			4,047	(b)		22,223
		Professional and other services		9,423			361	(b)		9,784
	Total service revenues			52,269			8,792			61,061
	System sales			10,563			—			10,563
Total revenues				62,832			8,792			71,624
Costs and expenses
	Cost of service revenues (exclusive of depreciation and amortization, as shown below)			22,585			1,930	(b)		24,515
	Cost of system sales (exclusive of depreciation and amortization, as shown below)			7,813			—			7,813
	Depreciation and amortization			2,490			513	(b)		3,264
							309	(c)
							(48	)(d)
	Selling and marketing			2,601			734	(b)		3,335
	General and administrative			14,355			2,257	(b)		16,186
							(426	)(e)
	Research and development			3,760			3,936	(b)		7,696
	Stock compensation (Note A)			3,029			576	(f)		4,531
							926	(j)
Total costs and expenses				56,633			10,707			67,340
Operating income				6,199			(1,915	)		4,284
Other income (loss)
	Interest income, net			367			(26	)(b)		341
	Foreign exchange loss, net			(574	)		—	(b)		(574	)
Total other loss				(207	)		(26	)		(233	)
Income before taxes, earnings from equity method investment				5,992			(1,941	)		4,051
Income taxes				2,156			(130	)(g)		2,026
Income before earnings from equity method investment				3,836			(1,811	)		2,025
Earnings from equity method investment				113			—			113
Net income			$	3,949		$	(1,811	)	$	2,138
Accretion of preferred shares			$	(505	)	$	505	(h)	$	—
Amounts allocated to participating preferred shareholders				(770	)		770	(h)		—
Net income attributable to common shareholders			$	2,674		$	(536)		$	2,138
Earnings per share — basic			$	0.26				(i)	$	0.15
Earnings per share — diluted			$	0.26				(i)	$	0.15
Weighted average number of shares — basic				10,293,151				(i)		14,698,883
Weighted average number of shares — diluted				10,326,993				(i)		14,714,346

Note A:  The following stock compensation expenses resulting from the Company’s stock options, ESOA and VSOs are not included in the following expense categories:

	Actual		Adjustments		Pro forma
	(amounts in thousands of US dollars)
Cost of services revenues	$	1,024	$	91	$	1,115
Cost of system sales		326		30		356
General and administrative		1,041		405		1,446
Research and development		638		976		1,614
	$	3,029	$	1,502	$	4,531

P-5

WIDERTHAN CO., LTD.

UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2004

			Actual			Adjustments			Pro Forma
			(amounts in thousands of US dollars,
			except share and per share data)
Revenue
	Service revenues
		Carrier application services	$	15,601		$	4,245	(b)	$	19,846
		Content services		11,446			3,905			15,351
		Professional and other services		7,231			343	(b)		7,574
	Total service revenues			34,278			8,493			42,771
	System sales			5,907			—			5,907
Total revenues				40,185			8,493			48,678
Costs and expenses
	Cost of service revenues (exclusive of depreciation and amortization, as shown below)			15,586			1,868	(b)		17,454
	Cost of system sales (exclusive of depreciation and amortization, as shown below)			4,919			—			4,919
	Depreciation and amortization			1,622			494	(b)		2,369
							301	(c)
							(48	)(d)
	Selling and marketing			1,236			709	(b)		1,945
	General and administrative			9,830			1,445	(b)		10,849
							(426	)(e)
	Research and development			1,738			3,815	(b)		5,553
	Stock compensation (Note A)			2,777			576	(f)		4,047
							694	(j)
Total costs and expenses				37,708			9,428			47,136
Operating loss				2,477			(935	)		1,542
Other income
	Interest income, net			284			(17	)(b)		267
	Foreign exchange gain, net			7			—	(b)		7
Total other income				291			(17	)		274
Income before taxes, earnings from equity method investment				2,768			(952	)		1,816
Income taxes				939			94	(g)		1,033
Income before earnings from equity method investment				1,829			(1,047	)		782
Earnings from equity method investment				33			—			33
Net income			$	1,862		$	(1,047	)	$	815
Accretion of preferred shares			$	(227	)	$	227	(h)	$	—
Amounts allocated to participating preferred shareholders				(336	)		336	(h)		—
Net loss attributable to common shareholders			$	1,299		$	(484	)	$	815
Earnings per share — basic			$	0.13				(i)	$	0.06
Earnings per share — diluted			$	0.13				(i)	$	0.06
Weighted average number of shares — basic				10,221,612				(i)		14,628,828
Weighted average number of shares — diluted				10,237,719				(i)		14,640,279

Note A:  The following stock compensation expenses resulting from the Company’s stock options, ESOA and VSOs and the VSO Cash Rights and the KSO Cancellee Cash Rights are not included in the following expense categories:

		Actual		Adjustments		Pro Forma
		(amounts in thousands of US dollars)
Cost of service revenues		$	994	$	457	$	1,451
Cost of system sales			310		140		450
General and administrating			969		445		1,414
Research and development			504		228		732
	Total	$	2,777	$	1,270	$	4,047

P-6

WIDERTHAN CO., LTD.

NOTES TO UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL INFORMATION

(In thousands of US dollars, except share data)

Notes:

(a)

To record the automatic conversion of the Series A and Series B convertible redeemable preferred stock into 3,481,049 of common stock on September 30, 2005. In addition to give effect to the conversion of 50,000 shares of Series C convertible preferred stock into 50,000 shares of common stock at September 30, 2005. To record the issuance and conversion of 876,167 shares of our convertible redeemable Series C preferred stock into 876,167 shares of our common stock and their sale at an assumed initial public offering price of US$15.00 per share and to record the use of these proceeds from the sale of the 876,167 shares of our common stock to repay our short-term debt of $9,156 at September 30, 2005. The common stock is issued at par value of W500, resulting in an additional $2,114 of common stock, and $38,047 of additional paid-in capital at September 30, 2005.

(b)

Adjustment to include the results of operations for WiderThan Americas prior to acquisition on October 8, 2004. WiderThan Americas’s income for the period from January 1, 2004 through October 8, 2004, and for the six-month period ended September 30, 2004:

			For the period from			For the period from
			January 1, 2004			January 1, 2004
			through			through
			October 8, 2004			September 30, 2004
Revenues
	Service revenues
		Carrier application services	$	4,384			4,245
		Content services		4,047			3,905
		Professional and other services		361			343
	Total service revenues			8,792			8,493
	System sales			—			—
Total revenues				8,792			8,493
	Costs and expenses
		Cost of service revenues (exclusive of depreciation and amortization, as shown below)		1,930			1,868
		Cost of system sales(exclusive of depreciation and amortization, as shown below)		—			—
		Depreciation and amortization		513			494
		Selling and marketing		734			709
		General and administrative		2,256			1,445
		Research and development		3,936			3,815
		Stock compensation		—			—
	Total costs and expenses			9,369			8,331
Operating income (loss)				(577	)		162
	Other income (loss)
		Interest income (expense), net:		(26	)		(17	)
	Total other income (loss)			(26	)		(17	)
Income (loss) before taxes, earnings from equity method investments			$	(603	)		145

P-7

WIDERTHAN CO., LTD.

NOTES TO UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL INFORMATION — (Continued)

(In thousands of US dollars, except share data)

(c) To record additional amortization of the finite-lived intangible assets recorded upon acquisition of WiderThan Americas, as follows:

			For the period
	For the period		from January 1,
	from January 1,		2004 through
	2004 through		September 30,
	October 8, 2004		2004
Technology	$	66		64
Customer relationship		243		237
	$	309		301

(d)	To reduce depreciation expenses of US$48 and US$48 for the period from January 1, 2004 through October 8, 2004 and for the nine-month period ended September 30, 2004, respectively, to conform the useful lives of property and equipment assigned by WiderThan after the Acquisition.
(e)	To remove costs incurred by WiderThan Americas totaling US$426 and US$426, for the period from January 1, 2004 through October 8, 2004 and for the nine-month period ended September 30, 2004, respectively, relating to the Acquisition.
(f)	To record an increase in compensation expense of US$576 and US$576 for the period from January 1, 2004 through October 8, 2004 and for the nine-month period ended September 30, 2004, respectively, due to the virtual stock options, which were issued to employees of WiderThan Americas, in connection with the Acquisition. The actual compensation expense for the year ended December 31, 2004, if the Acquisition had occurred on January 1, 2004, would represent the difference between the liability at January 1, 2004 and December 31, 2004, however, for the purposes of these pro forma financial statements, the incremental expense is calculated based upon a pro rata allocation of the actual compensation expense recorded in the period from October 8, 2004 through December 31, 2004. A similar pro rata allocation was made to calculate the pro forma expense in the nine month period ended September 30, 2004.
(g)	To record the tax effect of the pro forma adjustments of $94 additional expense, $130 benefit and $0, at prevailing statutory rates of 29.7%, 29.7% and 27.5% during the year ended December 31, 2004, and during the nine months ended September 30, 2004 and 2005, respectively. The Company’s stock compensation expenses are not deductible for tax purposes, and therefore, the stock compensation adjustments have been excluded from the computation of the pro forma tax adjustments.
(h)	To record the automatic conversion of the Series A and Series B convertible redeemable preferred stock into 3,481,049 shares of common stock on January 1, 2004, thereby eliminating accretion of preferred shares of US$505, US$227 and US$871 and amounts allocated to participating preferred shareholders of US$770, US$336 and US$1,537 for the year ended December 31, 2004 and for the nine-month periods ended September 30, 2004 and 2005, respectively.
(i)	Pro forma earnings per share calculations for the year ended December 31, 2004 and for the nine-month periods ended September 30, 2004 and 2005 are based on the assumption that shares and share equivalents outstanding as of September 30, 2005 were outstanding for the year and do not give

P-8

WIDERTHAN CO., LTD.

NOTES TO UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL INFORMATION — (Continued)

(In thousands of US dollars, except share data)

effect to the offering. The Pro forma weighted average shares outstanding, basic and diluted, were calculated based on:

	Year ended				Nine months ended				Nine months ended
	December 31, 2004				September 30, 2004				September 30, 2005
	Basic		Diluted		Basic		Diluted		Basic		Diluted
Common share and common share equivalents
Common shares		10,000,000		10,000,000		10,000,000		10,000,000		10,000,000		10,000,000
Employee stock ownership association shares		291,667		291,667		221,612		221,612		500,000		500,000
Stock options		—		15,463		—		11,451		—		65,526
Series A convertible redeemable preferred stock		1,428,570		1,428,570		1,428,570		1,428,570		1,428,570		1,428,570
Series B convertible redeemable preferred stock		2,052,479		2,052,479		2,052,479		2,052,479		2,052,479		2,052,479
Series C convertible redeemable preferred stock		926,167		926,167		926,167		926,167		926,167		926,167
Weighted average shares outstanding		14,698,883		14,714,346		14,628,828		14,640,279		14,907,216		14,972,742

			Nine months		Nine months
			ended		ended
	Year ended		September 30,		September 30,
	December 31, 2004		2004		2005
Basic earnings per share
Net income (loss) available to common shareholders	$	2,138	$	815	$	5,265
Weighted average shares outstanding		14,698,883		14,628,828		14,907,216
Basic earnings per share	$	0.15	$	0.06	$	0.35

			Nine months		Nine months
			ended		ended
	Year ended		September 30,		September 30,
	December 31, 2004		2004		2005
Diluted earnings per share
Net income (loss)	$	2,138	$	815	$	5,265
Weighted average shares outstanding		14,714,346		14,640,279		14,972,742
Diluted earnings per share	$	0.15	$	0.06	$	0.35

For the nine months ended September 30, 2004, the basic and the diluted share amounts are the same as there is a loss. In a loss situation dilutive securities are not permitted as this would be anti-dilutive. As such stock options are excluded from the diluted calculation.

(j) To record an increase in compensation expense associated with the cash rights awarded and the stock options issued in replacement of the VSOs, and for the cash rights issued to replace 116,000 stock options forfeited of US$926, US$694, US$606, for the year ended December 31, 2004, for each of the nine month periods ended September 30, 2004, and 2005, respectively, as if the VSO Cash Rights and KSO Cancellee Cash Rights were awarded and the stock options were issued on January 1, 2004. The 326,126 stock options vest after two years and the Company has estimated pro forma compensation expense using the FIN 28 model, using the fair value on the date of grant of US$1,269. Any change in the fair value of the cash rights obligation is recognized as compensation expense by the Company and as a change in the cash rights liability. As the calculation of the cash rights obligation is similar to the historical VSO liability, for the purposes of the pro forma consolidated statements of operations, the Company has used the historical VSO compensation cost to estimate the pro forma compensation expense relating to the cash rights.

P-9

Until               , 2005 (the 25th day after the commencement of this offering), all dealers that buy, sell or trade in our ADSs, whether or not participating in this offering, may be required to deliver a prospectus. This delivery requirement is in addition to the dealers’ obligation to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.

6,000,000 American Depositary Shares

Representing 6,000,000 Common Shares

WiderThan Co., Ltd.

PROSPECTUS

JPMorgan Merrill Lynch & Co.

Lehman Brothers

              , 2005

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 6. Indemnification of Directors and Officers

      Prior to completion of this offering, the Registrant expects to obtain policies of insurance under which, subject to the limitations of such policies, coverage will be provided to the Registrant’s directors and officers against loss arising from claims made by reason of breach of fiduciary duty or other wrongful acts as a director or officer, including claims relating to public securities matters, and to the Registrant with respect to payments which may be made by the Registrant to these officers and directors pursuant to our indemnification obligations or otherwise as a matter of law.

      Prior to completion of this offering, the Registrant will enter into indemnification agreements with each of the Registrant’s directors under which it agrees to indemnify each of them to the fullest extent permitted by applicable Korean law and other applicable law, from and against all expenses and liabilities arising from any proceeding, to which the indemnitee is or was a party, witness or other participant. In addition, prior to completion of this offering, WiderThan Americas will also enter into indemnification agreements with each of the Registrant’s directors, all of whom will be directors of WiderThan Americas prior to completion of this offering, under which it agrees to indemnify each of them to the fullest extent permitted by Delaware General Corporation Law and other applicable law, from and against all expenses and liabilities arising from any proceeding, to which the indemnitee is or was a party, witness or other participant. Pursuant to the terms of these indemnification agreements, upon the written request by a director or officer, each of the Registrant and WiderThan Americas will, within 10 days after receipt of the request, advance funds for the payment of expenses, unless there has been a final determination that the director or officer is not entitled to indemnification for these expenses. At present, the Registrant is not aware of any pending litigation or proceeding involving any person who is or was a director, officer, employee or other agent of the Registrant or is or was serving at the Registrant’s request as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, for which indemnification is sought, and the Registrant is not aware of any threatened litigation that may result in claims for indemnification. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable.

      Reference is made to the form of underwriting agreement for the ADSs included as an exhibit to this Registration Statement, which contains certain provisions for the indemnification by the underwriters of the Registrant and the Registrant’s officers, directors and controlling persons against certain civil liabilities, including liabilities that arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in this Registration Statement 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.

Item 7. Recent Sales of Unregistered Securities

      The following table sets forth the date of sale, title and amount of securities of the Registrant sold by the Registrant within the last three years and not registered under the Securities Act. All such securities were offered and sold (i) outside the United States in offshore transactions pursuant to Regulation S under the Securities Act, (ii) to the Registrant’s directors, officers or employees who are U.S. persons under Rule 701 of the Securities Act, or (iii) in private placement transactions to U.S. persons exempt from registration pursuant to Section 4(2) of the Securities Act, each of which is separately indicated in the table below. Accordingly, such sales were not subject to the registration requirements of the Securities Act.

II-1

								Purchase
								Discount
								and
							Principal Underwriters and	Underwriting
Date of Issuance	Securities			Exemption from registration	Consideration paid		Purchasers	Commissions
					(In thousands of $)
May 8, 2002	Series A preferred shares	142,857 (1	)	Section 4(2)	$	5,126	Nokia Venture Partners II, L.P.(2)		None
March 31, 2004	Stock options	80,000	(3)	Regulation S		—	Employees		None
June 2, 2004	Common shares	500,000		Regulation S		3,094	Employee Stock Ownership Association		None
October 8, 2004	Series B preferred shares	2,052,479		Section 4(2)		19,375	Ztango existing shareholders and employees		None
October 8, 2004	Virtual stock options	426,149		Rule 701		—	Ztango employees		None
December 21, 2004	Stock options	486,000	(4)	Regulation S for non-U.S. directors and employees and Rule 701 for U.S. directors and employees		—	Directors and employees		None
February 15, 2005	Stock options	115,000	(5)	Regulation S for non-U.S. employees and Rule 701 for U.S. directors and employees		—	Directors and employees		None
June 28, 2005	Stock options	692,626	(6)	Regulation S for non-U.S. employees and Rule 701 for U.S. directors and employees		—	Directors and employees		None
August 12, 2005	Series C preferred shares	926,167		Regulation S for Melody Share Corporation and Section 4(2) for Nokia Venture Partners II, L.P. and i-Hatch Ventures, L.P.		8,703	Melody Share Corporation, Nokia Venture Partners II, L.P. and i-Hatch Ventures, L.P.		None
September 2, 2005	Stock options	47,000	(7)	Regulation S for non-U.S. employees and Rule 701 for U.S. employees		—	Employees		None
October 5, 2005	Stock options	32,000	(8)	Regulation S for non-U.S. employees and Rule 701 for U.S. directors and employees		—	Directors and employees		None

(1)	On August 30, 2003, these shares underwent a 10-for-1 stock split, resulting in 1,428,570 shares.
(2)	Includes 15,750 shares of series A preferred options owned by its affiliate, NVP II Affiliates Fund, L.P.
(3)	170,000 options were granted but 90,000 options were forfeited in December 2004.
(4)	624,000 options were granted but 38,000 options were forfeited in January 2005 and 100,000 options were forfeited in August 2005.
(5)	131,000 options were granted but 16,000 options were forfeited in August 2005.
(6)	4,250 options were forfeited in November 2005.
(7)	52,000 options were granted but 5,000 options were forfeited in November 2005.
(8)	34,500 options were granted but 2,500 options were forfeited in November 2005.

Item 8. Exhibits and Financial Statement Schedules

(a)  Exhibits

      Reference is made to the Exhibit Index included herewith which is incorporated herein by reference.

(b)  Financial Statement Schedules

      None

Item 9. Undertakings

      Insofar as indemnification for liabilities arising under the Securities Act of 1933, as amended, may be permitted to directors, officers and controlling persons of the Registrant pursuant to the provisions described under Item 6 above, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the

II-2

Securities Act of 1933, as amended, and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933, as amended, and will be governed by the final adjudication of such issue.

      The undersigned Registrant hereby undertakes that:

      (1) For purposes of determining any liability under the Securities Act of 1933, as amended, the information omitted from the form of prospectus filed as part of this Registration Statement in reliance upon Rule 430A and contained in a form of prospectus filed by the Registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act of 1933, as amended, shall be deemed to be part of this Registration Statement as of the time it was declared effective.

      (2) For the purpose of determining any liability under the Securities Act of 1933, as amended, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

II-3

SIGNATURES OF WIDERTHAN CO., LTD.

      Pursuant to the requirements of the Securities Act, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-1 and has duly caused this registration statement or amendment thereto to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Seoul, Republic of Korea, on November 18, 2005.

WIDERTHAN CO., LTD.

By:  /s/ Sang Jun Park

Name: Sang Jun Park

Title: Chief Executive Officer

POWER OF ATTORNEY

      Each person whose signature appears below constitutes and appoints and hereby authorizes Sang Jun Park as such person’s true and lawful attorney-in-fact, with full power of substitution or resubstitution, for such person and in such person’s name, place and stead, in any and all capacities, to sign on such person’s behalf, individually and in each capacity stated below, any and all amendments, including post-effective amendments to this registration statement and to sign any and all additional registration statements relating to the same offering of securities as this registration statement that are filed pursuant to Rule 462(b) of the Securities Act, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact, full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that said attorney-in-fact, or his or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

      Pursuant to the requirements of the Securities Act of 1933, this registration statement or amendment thereto has been signed by the following persons in the capacities indicated on November 18, 2005.

Name	Title	Signature
Sang Jun Park	Representative Director and Chief Executive Officer (Principal Executive Officer)	/s/ Sang Jun Park
Hoseok Kim	Chief Financial Officer (Principal Financial and Accounting Officer)	/s/ Hoseok Kim
Jin Woo So	Director	/s/ Jin Woo So
Dong Hyun Jang	Director	/s/ Dong Hyun Jang
Randolph Lee Austin, Jr.	Director	/s/ Randolph Lee Austin, Jr.
Antti Kokkinen	Director	/s/ Antti Kokkinen

II-4

Name	Title	Signature
Jung Woo Sung	Director	/s/ Jung Woo Sung
Neeraj Bharadwaj	Director	/s/ Neeraj Bharadwaj
Lori Holland	Director	/s/ Lori Holland
Dongjin Lee	Director	/s/ Dongjin Lee

II-5

SIGNATURE OF AUTHORIZED REPRESENTATIVE OF

WIDERTHAN CO., LTD. IN THE UNITED STATES

      Pursuant to the Securities Act of 1933, as amended, this registration statement or amendment thereto has been signed by the undersigned in his capacity as the duly authorized representative of the registrant in the United States, on November 18, 2005.

WiderThan Americas Inc.

By:  /s/ Vernon C. Poyner

Name: Vernon C. Poyner

Title: Chief Executive Officer

II-6

EXHIBIT INDEX

Number			Description
	1	.1	Form of Underwriting Agreement among Registrant, the selling shareholders and the underwriters
	3	.1	Articles of Incorporation of Registrant (translation in English)
	4	.1	Form of Stock Certificate of Registrant’s common stock, par value W500 per share (translation in English)
	4	.2	Form of Deposit Agreement among Registrant, JPMorgan Chase Bank, N.A., as depositary, and all holders and beneficial owners of American depositary shares evidenced by American depositary receipts, including the form of American depositary receipt (incorporated by reference to the Registrant’s Registration Statement on Form F-6 (file number 333-          )
	5	.1	Opinion of Shin & Kim regarding the legality of common stock being registered
	8	.1	Opinion of Shin & Kim as to matters of Korean tax law (included as part of its opinion filed as Exhibit 5.1 and incorporated herein by reference)
	8	.2	Opinion of Simpson Thacher & Bartlett LLP as to U.S. tax matters
	10	.1	First Amended and Restated Investor Rights Agreement, dated December 28, 2004, by and among certain investors named therein, as further amended as of August 10, 2005
	10	.2	Second Amendment and Restatement of Divestiture Agreement, dated as of August 24, 2005, by and among Tae Won Chey and certain investors named therein
	10	.3*	Agreement on COLORing ASP and Business Cooperation, dated May 31, 2002, between SK Telecom Co., Ltd. and Registrant (English translation)
	10	.4	Agreement, dated as of June 28, 2004, by and among Registrant, WiderThan.com USA Inc., Ztango, Inc., Sang Jun Park, as agent, and the participating Ztango stockholders
	10	.5	Lease Agreement, dated October 2005, between K1 Corporate Restructuring Real Estate Investment Co., Ltd. and Registrant
	10	.6	Amendment to Lease Agreement, dated April 21, 2004, between K1 Corporate Restructuring Real Estate Investment Co., Ltd. and Registrant
	10	.7	Form of Share Purchase Agreement
	10	.8	Form of Agreement on Share Transfer Restrictions
	10	.9	Form of Agreement of the Right of First Refusal
	10	.10	Form of VSO Cash Right Agreement, dated August 11, 2005, by and among Registrant, Melody Share Corporation and the VSO Holder
	10	.11	Form of Korean Stock Option Agreement, dated June 28, 2005, by and between Registrant and the Grantee
	10	.12	Form of KSO Cash Right Agreement, dated August 11, 2005, by and among Registrant, Melody Share Corporation and KSO cancellees
	21	.1	List of subsidiaries of Registrant
	23	.1	Consent of Shin & Kim (included as part of its opinion filed as Exhibit 5.1 and incorporated herein by reference)
	23	.2	Consent of Simpson Thacher & Bartlett LLP (included as part of its opinion filed as Exhibit 8.2 and incorporated herein by reference)
	23	.3	Consent of Samil PricewaterhouseCoopers
	23	.4	Consent of PricewaterhouseCoopers LLP
	23	.5	Consent of Deloitte & Touche LLP
	24	.1	Power of Attorney (reference is made to the signature page on page II-4 of this registration statement)
	99	.1	Consent of Juniper Research
	99	.2	Consent of Thomas E. Wheeler

*  Confidential treatment has been requested for certain portions of this agreement.

EX-1.1

                                                                     Exhibit 1.1

                               WIDERTHAN CO., LTD.




                      6,000,000 AMERICAN DEPOSITARY SHARES



                  REPRESENTING 6,000,000 SHARES OF COMMON STOCK



                          (PAR VALUE WON 500 PER SHARE)







                             UNDERWRITING AGREEMENT









                             DATED ___________, 2005






                               WiderThan Co., Ltd.



                      6,000,000 American Depositary Shares
          representing an aggregate of 6,000,000 shares of Common Stock



                             Underwriting Agreement

                                                                    ______, 2005

J.P. Morgan Securities Inc.
277 Park Avenue
New York, New York  10172

Merrill Lynch, Pierce, Fenner & Smith Incorporated
4 World Financial Center
250 Vesey Street
New York, New York 10080

As Representatives of the
several Underwriters listed
in Schedule I hereto

Ladies and Gentlemen:


         WiderThan Co., Ltd. (the "COMPANY"), a company incorporated with
limited liability in The Republic of Korea ("KOREA"), proposes to issue and sell
to the several Underwriters listed in Schedule I hereto (the "UNDERWRITERS"),
for whom you are acting as representatives (the "REPRESENTATIVES"), an aggregate
of 4,000,000 American Depositary Shares (the "INITIAL ADSs"), representing the
right to receive an aggregate of 4,000,000 shares (the "INITIAL SHARES") of the
Company's common shares, par value Won 500 per share ("COMMON STOCK") and, each
of the Selling Shareholders named in Schedule II hereto (the "SELLING
SHAREHOLDERS"), severally and not jointly, proposes to sell to the several
Underwriters an aggregate of 2,000,000 Initial ADSs, representing the right to
receive an aggregate of 2,000,000 Initial Shares. In addition, the Company also
propose to grant to the Underwriters, an option to purchase up to an additional

                                       1


900,000 American Depositary Shares (the "OPTION ADSs") representing the right to
receive an aggregate of 900,000 shares of Common Stock (the "OPTION SHARES").
The Initial ADSs and the Option ADSs are herein referred to as the "ADSs" and
the Initial Shares and the Option Shares are herein referred to as the "SHARES".
The ADSs are to be issued pursuant to a deposit agreement (the "DEPOSIT
AGREEMENT") to be dated as of ________, 2005 among the Company, JPMorgan Chase
Bank, N.A., as Depositary (the "DEPOSITARY"), and the holders from time to time
of the American Depositary Receipts (the "ADRs") issued by the Depositary and
evidencing the ADSs. Each ADS will initially represent the right to receive one
share of Common Stock deposited pursuant to the Deposit Agreement. The Shares in
respect of the ADSs to be delivered on the Initial Closing Date or the
Additional Closing Date (each as hereinafter defined) are to be deposited with
the Korea Securities Depository for the account and benefit of the Depositary
prior to the Initial Closing Date or the Additional Closing Date, as the case
may be, against issuance of ADRs evidencing such ADSs.

         The Company, the Selling Shareholders and the several Underwriters
hereby confirm their agreement concerning the purchase and sale of the ADSs, as
follows:

         1. Registration Statement. The Company has prepared and filed with the
Securities and Exchange Commission (the "COMMISSION") under the Securities Act
of 1933, as amended, and the rules and regulations of the Commission thereunder
(collectively, the "SECURITIES ACT"), a registration statement on Form F-1 (File
No.___________) including a prospectus, relating to the Shares. Such
registration statement, as amended at the time it becomes effective, including
the information, if any, deemed pursuant to Rule 430A under the Securities Act
to be part of the registration statement at the time of its effectiveness ("RULE
430A INFORMATION"), is referred to herein as the "REGISTRATION STATEMENT"; and
as used herein, the term "PRELIMINARY PROSPECTUS" means each prospectus included
in such registration statement (and any amendments thereto) before it becomes
effective, any prospectus filed with the Commission pursuant to Rule 424(a)
under the Securities Act and the prospectus included in the Registration
Statement at the time of its effectiveness that omits Rule 430A Information, and
the term "Prospectus" means the prospectus in the form first used to confirm
sales of the Shares. If the Company has filed an abbreviated registration
statement pursuant to Rule 462(b) under the Securities Act (the "RULE 462
REGISTRATION STATEMENT"), then any reference herein to the term "REGISTRATION
STATEMENT" shall be deemed to include such Rule 462 Registration Statement.
Capitalized terms used but not defined herein shall have the meanings given to
such terms in the Registration Statement and the Prospectus. For purposes of
this Agreement, all references to the Registration Statement, any Preliminary
Prospectus, or any amendment or supplement to any of the foregoing shall be
deemed to include the copy filed with the Commission pursuant to its Electronic
Data Gathering, Analysis and Retrieval system ("EDGAR").

         2. Purchase of the ADSs by the Underwriters.

                  (a) The Company agrees to issue the Shares and sell Initial
         ADSs to the several Underwriters as provided in this Agreement, and
         each Underwriter, on the basis of the representations, warranties and
         agreements set forth herein and subject to the conditions set forth
         herein, agrees, severally and not jointly, to purchase from the Company
         the number of Initial ADSs set forth opposite such Underwriter's name
         in

                                       2


         Schedule I hereto at an initial public offering price of US$ _____ per
         ADS (the "OFFERING PRICE").

                  Each Selling Shareholder agrees, severally and not jointly, to
         sell Initial ADSs to the several Underwriters as provided in this
         Agreement, and each Underwriter, on the basis of the representations,
         warranties and agreements set forth herein and subject to the
         conditions set forth herein, agrees, severally and not jointly, to
         purchase from each such Selling Shareholder, the number of Initial ADSs
         set forth opposite the name of such Underwriter in Schedule I hereto,
         at a purchase price of US$____ per ADS (constituting the Offering Price
         less Underwriting Commission (as defined below))(the "PURCHASE PRICE").

                  As compensation to the Underwriters for their commitments
         hereunder, the Company will pay, or cause to be paid, to the
         Underwriters, at each Closing Date (as hereinafter defined), an
         underwriting commission of _______ per ADS (the "Underwriting
         Commission") for each of the ADSs to be purchased, at such Closing
         Date, as provided in this Agreement.

                  In addition, the Company agrees to issue the Option Shares and
         sell the Option ADSs to the several Underwriters as provided in this
         Agreement, and the Underwriters, on the basis of the representations,
         warranties and agreements set forth herein and subject to the
         conditions set forth herein, shall have the option to purchase,
         severally and not jointly, from the Company, the Option ADSs at the
         Offering Price.

                  If any Option ADSs are to be purchased, the number of Option
         ADSs to be purchased by each Underwriter shall be the number of Option
         ADSs which bears the same ratio to the aggregate number of Option ADSs
         being purchased as the number of Initial ADSs set forth opposite the
         name of such Underwriter in Schedule I hereto (or such number increased
         as set forth in Section 11 hereof) bears to the aggregate number of
         Initial ADSs being purchased from the Company and the Selling
         Shareholders by the several Underwriters, subject, however, to such
         adjustments to eliminate any fractional ADSs as the Representatives in
         their sole discretion shall make.

                  The Underwriters may exercise the option to purchase the
         Option ADSs at any time in whole or in part from time to time on or
         before the thirtieth day following the date of this Agreement, by
         written notice from the Representatives to the Company. Such notice
         shall set forth the aggregate number of Option ADSs as to which the
         option is being exercised and the date and time when the Option ADSs
         are to be delivered and paid for which may be the same date and time as
         the Closing Date (as hereinafter defined) but shall not be earlier than
         the Closing Date nor later than the seventh full Business Day (as
         hereinafter defined) after the date of such notice (unless such time
         and date are postponed in accordance with the provisions of Section 11
         hereof). Any such notice shall be given at least two Business Days (as
         hereinafter defined) prior to the date and time of delivery specified
         therein.


                                       3


                  (b) The Company and the Selling Shareholders understand that
         the Underwriters intend to make a public offering of the ADSs as soon
         after the effectiveness of this Agreement as in the judgment of the
         Representatives is advisable, and initially to offer the ADSs on the
         terms set forth in the Prospectus. The Company and the Selling
         Shareholders acknowledge and agree that the Underwriters may offer and
         sell ADSs to or through any affiliate of an Underwriter and that any
         such affiliate may offer and sell ADSs purchased by it to or through
         any Underwriter.

                  (c) The time and date of (i) payment shall be immediately
         prior to 11:00 a.m., New York City time, on ______________, 2005 (which
         shall be on __________, 2005, Seoul time) and (ii) delivery shall be
         immediately after 11:00 a.m., New York City time, on _______________,
         2005 (which shall be on __________, 2005, Seoul time) or, in each case
         of (i) and (ii), at the same time on the same or such other date, not
         later than the fifth Business Day thereafter, as the Representative,
         Company and the Selling Shareholders may agree upon in writing (or, in
         the case of the Option ADSs, on the date and at the time specified by
         the Representatives in the written notice of the Underwriters' election
         to purchase such Option ADSs). The time and date of such delivery of
         the Initial ADSs is referred to herein as the "INITIAL CLOSING DATE"
         and the time and date for such delivery of the Option ADSs, if other
         than the Closing Date, is herein referred to as the "ADDITIONAL CLOSING
         DATE", and each such time and date of delivery is herein referred to as
         the "CLOSING DATE".

                  (d) The Initial ADSs and the Option ADSs to be purchased by
         each Underwriter, in such form and denominations and registered in such
         names as the Representatives shall request in writing not later than
         forty-eight hours prior to the Initial Closing Date or the Additional
         Closing Date, as the case may be, shall be delivered by or on behalf of
         the Company to the Representatives for the respective accounts of such
         Underwriters, immediately following or upon payment by such
         Underwriters pursuant to Section 2(c) hereof.

                  (e) Each of the Company and the Selling Shareholders
         acknowledges and agrees that the Underwriters are acting solely in the
         capacity of an arm's length contractual counterparty to the Company and
         the Selling Shareholders with respect to the offering of Shares
         contemplated hereby (including in connection with determining the terms
         of the offering) and not as a financial advisor or a fiduciary to, or
         an agent of, the Company, the Selling Shareholders, creditors,
         employees or any other person. Additionally, neither the Representative
         nor any other Underwriter is advising the Company, the Selling
         Shareholders or any other person as to any legal, tax, investment,
         accounting or regulatory matters in any jurisdiction. The Company and
         the Selling Shareholders shall consult with their own advisors
         concerning such matters and shall be responsible for making their own
         independent investigation and appraisal of the transactions
         contemplated hereby, and the Underwriters shall have no responsibility
         or liability to the Company or the Selling Shareholders with respect
         thereto. Any review by the Underwriters of the Company, the
         transactions contemplated hereby or other matters


                                       4


         relating to such transactions will be performed solely for the benefit
         of the Underwriters and shall not be on behalf of the Company or the
         Selling Shareholders.

         3. Representations and Warranties.

                  (a) Representations and Warranties by the Company. The Company
         represents and warrants to each Underwriter and each Selling
         Shareholder as of the date hereof and as of each Closing Date, as
         applicable, and agrees with each Underwriter and each Selling
         Shareholder, as follows:

                           (i) Preliminary Prospectus. No order preventing or
                  suspending the use of any Preliminary Prospectus has been
                  issued by the Commission, and each Preliminary Prospectus, at
                  the time of filing thereof, complied in all material respects
                  with the Securities Act and did not contain any untrue
                  statement of a material fact or omit to state a material fact
                  required to be stated therein or necessary in order to make
                  the statements therein, in the light of the circumstances
                  under which they were made, not misleading; provided that the
                  Company makes no representation and warranty with respect to
                  any statements or omissions made in reliance upon and in
                  conformity with information relating to any Underwriter
                  furnished to the Company in writing by such Underwriter
                  through the Representatives expressly for use in any
                  Preliminary Prospectus.

                           (ii) Registration Statement and Prospectus. The
                  Registration Statement and any post-effective amendment
                  thereto has become effective under the Securities Act and no
                  order suspending the effectiveness of the Registration
                  Statement or any post-effective amendment thereto has been
                  issued by the Commission and no proceeding for that purpose
                  has been initiated or is pending or threatened by the
                  Commission and any request on the part of the Commission for
                  additional information has been complied with.

                           At the respective times the Registration Statement
                  and any post-effective amendments thereto became effective and
                  at the Closing Date (and, if any Option Shares are purchased,
                  at the Additional Closing Date), the Registration Statement
                  and any amendments and supplements thereto complied and will
                  comply in all material respects with the requirements of the
                  Securities Act and the Securities Act Regulations and did not
                  and will not contain an untrue statement of a material fact or
                  omit to state a material fact required to be stated therein or
                  necessary to make the statements therein not misleading.
                  Neither the Prospectus nor any amendments or supplements
                  thereto, at the time the Prospectus or any amendments or
                  supplements thereto were issued and at the Closing Date (and,
                  if any Option Shares are purchased, at the Additional Closing
                  Date), included or will include an untrue statement of a
                  material fact or omitted or will omit to state a material fact
                  necessary in order to make the statements therein, in the
                  light of the circumstances under which they were made, not
                  misleading; provided that the Company makes no representation
                  and warranty with respect to any statements or omissions made
                  in reliance upon and in conformity with information relating
                  to any Underwriter

                                       5


                  furnished to the Company in writing by such Underwriter
                  through the Representatives expressly for use in the
                  Registration Statement and the Prospectus and any amendment or
                  supplement thereto.

                           Each Preliminary Prospectus and the Prospectus filed
                  as part of the Registration Statement as originally filed or
                  as part of any amendment thereto complied when so filed in all
                  material respects with the Securities Act Regulations and each
                  Preliminary Prospectus and the Prospectus delivered to the
                  Underwriters for use in connection with this offering was
                  identical in substance to the electronically transmitted
                  copies thereof filed with the Commission pursuant to EDGAR,
                  except to the extent permitted by Regulation S-T.

                           (iii) ADS Registration Statement. A registration
                  statement on Form F-6 (File No._____________) has been filed
                  with the Commission; such registration statement has been
                  declared effective by the Commission (such registration
                  statement, as amended at the time it became effective, being
                  hereinafter called the "ADS REGISTRATION STATEMENT"; no stop
                  order suspending the effectiveness of the ADS Registration
                  Statement has been issued by the Commission and no proceeding
                  for that purpose has been initiated or threatened by the
                  Commission; as of the applicable effective date of the ADS
                  Registration Statement and any amendment thereto, if
                  applicable, the ADS Registration Statement complied or will
                  comply in all material respects with the Securities Act, and
                  did not and will not contain any untrue statement of a
                  material fact or omit to state a material fact required to be
                  stated therein and or necessary in order to make the
                  statements therein not misleading.

                           (iv) Financial Statements of the Company. The audited
                  consolidated annual financial statements, the unaudited
                  consolidated interim financial statements, and the related
                  notes thereto with respect to the Company and, to the extent
                  applicable, its subsidiaries included in the Registration
                  Statement and the Prospectus comply in all material respects
                  with the applicable requirements of the Securities Act and the
                  Securities Exchange Act of 1934, as amended, and the rules and
                  regulations of the Commission thereunder (collectively, the
                  "EXCHANGE ACT"), as applicable, and present fairly the
                  financial position of the Company and, to the extent
                  applicable, its subsidiaries as of the dates indicated and the
                  results of their operations, stockholders' equity and the
                  changes in their cash flows of the Company and its
                  consolidated subsidiaries for the periods specified; such
                  financial statements have been prepared in conformity with
                  generally accepted accounting principles ("GAAP") in the
                  United States applied on a consistent basis throughout the
                  periods covered thereby; the other financial information
                  included in the Registration Statement and the Prospectus
                  presents fairly the information shown thereby. The selected
                  financial data and the summary financial information included
                  in the Prospectus present fairly the information shown therein
                  and have been compiled on a basis consistent with that of the
                  financial statements included in the Registration Statement.
                  The pro forma financial statements and the related

                                       6


                  notes thereto included in the Registration Statement and the
                  Prospectuses present fairly the information shown therein,
                  have been prepared in accordance with the Commission's rules
                  and guidelines with respect to pro forma financial statements
                  and have been properly compiled on the bases described
                  therein, and the assumptions used in the preparation thereof
                  are reasonable and the adjustments used therein are
                  appropriate to give effect to the transactions and
                  circumstances referred to therein.

                           (v) Financial Statements of WiderThan Americas Inc.
                  The audited consolidated annual financial statements, the
                  unaudited consolidated interim financial statements, and the
                  related notes thereto with respect to WiderThan Americas Inc.
                  ("WIDERTHAN AMERICAS", formerly known as Ztango, Inc.),
                  included in the Registration Statement and the Prospectus
                  comply in all material respects with the applicable
                  requirements of the Securities Act and the Exchange Act, as
                  applicable, and present fairly the financial position of
                  WiderThan Americas and, to the extent applicable, its
                  subsidiaries as of the dates indicated and the results of
                  their operations, stockholders' equity and the changes in
                  their cash flows of WiderThan Americas and its consolidated
                  subsidiaries for the periods specified; such financial
                  statements have been prepared in conformity with GAAP in the
                  United States applied on a consistent basis throughout the
                  periods covered thereby.

                           (vi) No Material Adverse Change. Except as set forth
                  in the Prospectus, since the date of the most recent audited
                  financial statements of the Company included in the
                  Prospectus, (i) there has not been any change in the capital
                  stock or long-term debt of the Company or any of its
                  subsidiaries, or any dividend or distribution of any kind
                  declared, set aside for payment, paid or made by the Company
                  on any class of capital stock, or any change, or any
                  development involving a prospective change, in or affecting
                  the business, properties, management, financial position,
                  stockholders' equity, results of operations or prospects of
                  the Company and its subsidiaries taken as a whole; (ii)
                  neither the Company nor any of its subsidiaries has entered
                  into any transaction or agreement that is material to the
                  Company and its subsidiaries taken as a whole or incurred any
                  liability or obligation, direct or contingent, that is
                  material to the Company and its subsidiaries taken as a whole;
                  and (iii) neither the Company nor any of its subsidiaries has
                  sustained any loss or interference with its business from
                  fire, explosion, flood or other calamity, whether or not
                  covered by insurance, or from any labor disturbance or dispute
                  or any action, order or decree of any court or arbitrator or
                  governmental or regulatory authority, except in each case,
                  where such change, transaction, agreement, liability,
                  obligation, loss or interference would not, individually or in
                  the aggregate, have a material adverse effect on the
                  condition, financial or otherwise, or in the earnings,
                  business affairs or business prospects of the Company and its
                  subsidiaries taken as a whole whether or not arising in the
                  ordinary course of business (a "MATERIAL ADVERSE EFFECT").


                                       7


                           (vii) Organization of the Company. The Company has
                  been duly organized and is validly existing under the laws of
                  the Republic of Korea and has corporate power and authority to
                  own, lease and operate its properties and to conduct its
                  business as described in the Prospectus and to enter into and
                  perform its obligations under this Agreement; and the Company
                  is duly qualified as a foreign corporation to transact
                  business and is in good standing in each other jurisdiction in
                  which such qualification is required, whether by reason of the
                  ownership or leasing of property or the conduct of business,
                  except where the failure so to qualify or to be in good
                  standing would not result in a Material Adverse Effect.

                           (viii) Organization of Subsidiaries. Each subsidiary
                  of the Company (each a "SUBSIDIARY" and, collectively, the
                  "SUBSIDIARIES") has been duly organized and is validly
                  existing as a corporation in good standing under the laws of
                  the jurisdiction of its incorporation, has corporate power and
                  authority to own, lease and operate its properties and to
                  conduct its business as described in the Prospectus and is
                  duly qualified as a foreign corporation to transact business
                  and is in good standing in each jurisdiction in which such
                  qualification is required, whether by reason of the ownership
                  or leasing of property or the conduct of business, except
                  where the failure so to qualify or to be in good standing
                  would not result in a Material Adverse Effect; except as
                  otherwise disclosed in the Prospectus, all of the issued and
                  outstanding capital stock of each such Subsidiary has been
                  duly authorized and validly issued, is fully paid and
                  non-assessable and is owned by the Company, directly or
                  through subsidiaries, free and clear of any security interest,
                  mortgage, pledge, lien, encumbrance, claim or equity; none of
                  the outstanding shares of capital stock of any Subsidiary are
                  subject to the preemptive or similar rights of any
                  securityholder of such Subsidiary. The only subsidiaries of
                  the Company are the subsidiaries listed in Schedule III of
                  this Agreement. Other than WiderThan Americas (the "PRINCIPAL
                  SUBSIDIARY"), no subsidiary listed in Schedule III of this
                  Agreement is a subsidiary whose consolidated assets exceed 5%
                  of the assets of the Company and its consolidated subsidiaries
                  as set forth in the most recent financial statements of the
                  Company included in the Prospectus.

                           (ix) Capitalization. The Company has an authorized
                  capitalization as set forth in the Prospectus under the
                  heading "Capitalization" all the outstanding shares of capital
                  stock of the Company have been duly authorized and validly
                  issued and are fully paid and non-assessable and are not
                  subject to any pre-emptive or similar rights; there are no
                  outstanding rights (including, without limitation, pre-emptive
                  rights), warrants or options to acquire, or instruments
                  convertible into or exchangeable for, any shares of capital
                  stock or other equity interest in the Company or the Principal
                  Subsidiary, or any contract, commitment, agreement,
                  understanding or arrangement of any kind relating to the
                  issuance of any capital stock of the Company or the Principal
                  Subsidiary, any such convertible or exchangeable securities or
                  any such rights, warrants or options, except, in each case, as
                  set forth in the Prospectus; the capital stock of the Company
                  conforms in all material respects to the description thereof
                  contained in the Prospectus; and the

                                       8


                  Company owns the percentage of the capital stock of each such
                  subsidiary set out in Schedule III, free and clear of any
                  lien, charge, encumbrance, security interest, restriction on
                  voting or transfer or any other claim of any third party.

                           (x) Due Authorization. The Company has full right,
                  power and authority to execute and deliver this Agreement and
                  the Deposit Agreement (collectively, the "TRANSACTION
                  DOCUMENTS" and to perform its obligations hereunder and
                  thereunder; all action required to be taken for the due and
                  proper authorization, execution and delivery by it of each of
                  the Transaction Documents and the consummation by it of the
                  transactions contemplated thereby has been duly and validly
                  taken.

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

                           (xii) Deposit Agreement. 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 agreement of the Company, enforceable in
                  accordance with its terms, except as enforceability may be
                  limited by (a) applicable bankruptcy, insolvency or similar
                  laws affecting the enforcement of creditors' rights generally
                  or by equitable principles relating to enforceability; and (b)
                  the effect of judicial application of foreign laws or foreign
                  governmental actions affecting creditors' rights. The Deposit
                  Agreement and the ADRs conform in all material respects to the
                  descriptions thereof contained in the Prospectus.

                           (xiii) The Shares. The Shares to be issued and sold
                  by the Company hereunder have been duly authorized by the
                  Company and, when issued and delivered against payment
                  therefor as provided herein, such Shares will be duly and
                  validly issued and will be fully paid and non-assessable and
                  will conform to the descriptions thereof in the Prospectus; no
                  holder of the Shares will be subject to personal liability by
                  reason of being such a holder and the issuance of the Shares
                  is not subject to any preemptive or similar rights.

                           (xiv) The ADSs. The Shares may be freely deposited by
                  the Company with the custodian pursuant to the Deposit
                  Agreement. Upon the due issuance by the Depositary of ADRs
                  evidencing ADSs, such ADRs will be duly and validly issued
                  under the Deposit Agreement and persons in whose names such
                  ADRs are registered will be entitled to the rights of
                  registered holders of ADRs specified therein and in the
                  Deposit Agreement; and the Deposit Agreement and ADSs will
                  conform in all material respects to the description thereof
                  contained in the Prospectus.

                           (xv) Absence of Transfer Restrictions. The Shares and
                  ADSs, when issued, are freely transferable by the Company to
                  or for the account of the several

                                       9


                  Underwriters and are freely transferable by the several
                  Underwriters to the initial purchasers thereof under the laws
                  of Korea except as described in the Prospectus.

                           (xvi) No Violation or Default. Neither the Company
                  nor its Principal Subsidiary is (i) in violation of its
                  articles of incorporation or other organizational documents;
                  (ii) in default, and no event has occurred that, with notice
                  or lapse of time or both, would constitute such a default, in
                  the due performance or observance of any term, covenant or
                  condition contained in any indenture, mortgage, deed of trust,
                  loan or credit agreement, note, lease or other agreement or
                  instrument to which the Company or its Principal Subsidiary is
                  a party or by which the Company or its subsidiaries is bound
                  or to which any of the property or assets of the Company or
                  any of its Principal Subsidiary is subject; or (iii) in
                  violation of any law or statute or any judgment, order, rule
                  or regulation of any court or arbitrator or governmental or
                  regulatory authority having jurisdiction over the Company or
                  its Principal Subsidiary, except, in the case of clauses
                  (ii) and (iii) above, for any such default or violation that
                  would not, individually or in the aggregate, have a Material
                  Adverse Effect.

                           (xvii) No Conflicts. The execution, delivery and
                  performance by the Company of each of the Transaction
                  Documents, the issuance of the Shares, the deposit of the
                  Shares with the Depositary against issuance of the ADRs
                  evidencing the ADSs, the sale by the Company of the ADSs and
                  the consummation of the transactions contemplated by the
                  Transaction Documents do not and will not, (i) conflict with
                  or result in a breach or violation of any of the terms or
                  provisions of, or constitute a default under, or result in the
                  creation or imposition of any tax, lien, charge or encumbrance
                  upon the Shares or ADSs to be sold by the Company or any
                  property or assets of the Company or its Principal Subsidiary
                  pursuant to, any indenture, mortgage, deed of trust, loan
                  agreement or other agreement or instrument to which the
                  Company or its Principal Subsidiary is a party or by which the
                  Company or its Principal Subsidiary is bound or to which any
                  of the property or assets of the Company or its Principal
                  Subsidiary is subject, (ii) result in any violation of the
                  provisions of the articles of incorporation or other
                  organizational documents of the Company or its Principal
                  Subsidiary or (iii) result in the violation of any law or
                  statute or any judgment, order, rule or regulation of any
                  court or arbitrator or governmental or regulatory authority
                  having jurisdiction over the Company or its Principal
                  Subsidiary or any of their properties or assets, except, in
                  the case of clauses (i) and (iii) above, for any such
                  conflict, breach or violation that would not, individually or
                  in the aggregate, have a Material Adverse Effect.

                           (xviii) No Consents Required. Except as described in
                  the Prospectus, no consent, approval, authorization, order,
                  registration or qualification of or with any court or
                  arbitrator or governmental or regulatory authority is required
                  for the execution, delivery and performance by the Company of
                  each of the Transaction Documents, the issuance of the Shares,
                  the deposit of the Shares with the Depositary against issuance
                  of the ADRs evidencing the ADSs, the sale by the

                                       10


                  Company of the ADSs and the consummation of the transactions
                  contemplated by the Transaction Documents, except for (i) the
                  registration of the Shares and the ADSs under the Securities
                  Act, (ii) such consents, approvals, authorizations, orders and
                  registrations or qualifications as may be required under
                  applicable state securities laws in connection with the
                  purchase and distribution of the Shares and the ADSs by the
                  Underwriters, (iii) the filing of a report with the Ministry
                  of Finance and Economy of Korea ("MOFE") in connection with
                  the issuance of the ADSs, which has been made and is in full
                  force and effect and (iv) the registration of the issuance of
                  the 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 Shares.

                           (xix) Legal Proceedings. Except as described in the
                  Prospectus, there are no legal, governmental or regulatory
                  investigations, actions, suits or proceedings pending to which
                  the Company or the Principal Subsidiary is or may be a party
                  or to which any property of the Company or the Principal
                  Subsidiary is or may be the subject that, individually or in
                  the aggregate, if determined adversely to the Company or the
                  Principal Subsidiary, could reasonably be expected to have a
                  Material Adverse Effect or materially and adversely affect the
                  ability of the Company to perform its obligations under the
                  Transaction Documents; no such investigations, actions, suits
                  or proceedings are threatened or, to the best knowledge of the
                  Company, contemplated by any governmental or regulatory
                  authority or threatened by others.

                           (xx) Accuracy of Exhibits. There are no contracts or
                  other documents that are required under the Securities Act to
                  be filed as exhibits to the Registration Statement or
                  described in the Registration Statement or the Prospectus that
                  are not so filed or described.

                           (xxi) Independent Accountants with respect to the
                  Company. Samil PricewaterhouseCoopers, the Korean member firm
                  of PricewaterhouseCoopers, who audited certain financial
                  statements of the Company and its subsidiaries and provided a
                  "comfort letter" with respect to the financial data of the
                  Company and its subsidiaries, are independent public
                  accountants with respect to the Company and its consolidated
                  subsidiaries as required by the Securities Act.

                           (xxii) Independent Accountants with respect to
                  WiderThan Americas. PricewaterhouseCoopers LLP, who audited
                  certain financial statements of WiderThan Americas, are
                  independent public accountants with respect to WiderThan
                  Americas as required by the Securities Act. Deloitte & Touche
                  LLC, who audited certain financial statements of WiderThan
                  Americas and its consolidated subsidiaries, are independent
                  public accountants with respect to WiderThan Americas as
                  required by the Securities Act.

                           (xxiii) Title to Real and Personal Property. Except
                  as described in the Prospectus, each of the Company and its
                  Principal Subsidiary have good and

                                       11


                  marketable title to, or have valid rights to lease or
                  otherwise use, all items of real and personal property that
                  are material to the respective businesses of the Company and
                  the Principal Subsidiary, in each case free and clear of all
                  liens, encumbrances, claims and defects and imperfections of
                  title except those that do not, singly or in the aggregate,
                  materially interfere with the use made and proposed to be made
                  of such property by the Company or the Principal Subsidiary;
                  and all of the leases and subleases material to the business
                  of the Company and the Principal Subsidiary, considered as one
                  enterprise, and under which the Company or the Principal
                  Subsidiary holds properties described in the Prospectus, are
                  in full force and effect, and neither the Company nor the
                  Principal Subsidiary has any notice of any material claim of
                  any sort that has been asserted by anyone adverse to the
                  rights of the Company or the Principal Subsidiary under any of
                  the leases or subleases mentioned above, or affecting or
                  questioning the rights of the Company or the Principal
                  Subsidiary to the continued possession of the leased or
                  subleased premises under any such lease or sublease.

                           (xxiv) Title to Intellectual Property. Except as
                  described in the Prospectus, the Company and its Principal
                  Subsidiary own, are licensed or possess adequate rights to use
                  all material patents, patent applications, trademarks, service
                  marks, trade names, trademark registrations, service mark
                  registrations, copyrights, licenses, know-how or other
                  intellectual property (including trade secrets and other
                  unpatented and/or unpatentable proprietary or confidential
                  information, systems or procedures) (collectively,
                  "INTELLECTUAL PROPERTY") necessary for the conduct of their
                  respective businesses; and the conduct of their respective
                  businesses will not conflict in any material respect with any
                  such rights of others, and the Company and its Principal
                  Subsidiary have not received any notice of any claim of
                  infringement or conflict with any such rights of others with
                  respect to any Intellectual Property or of any facts or
                  circumstances which would render any Intellectual Property
                  invalid or inadequate to protect the interest of the Company
                  or its Principal Subsidiary therein except those that (i) do
                  not materially interfere with the use made and proposed to be
                  made of such Intellectual Property by the Company and its
                  Principal Subsidiary or (ii) could not reasonably be expected,
                  individually or in the aggregate, to have a Material Adverse
                  Effect.

                           (xxv) No Undisclosed Relationships. Except as
                  described in the Prospectus, no relationship, direct or
                  indirect, exists between or among the Company or any of its
                  subsidiaries, on the one hand, and the directors, officers,
                  stockholders, customers or suppliers of the Company or any of
                  its subsidiaries, on the other, that is required by the
                  Securities Act to be described in the Registration Statement
                  and the Prospectus that is not so described.

                           (xxvi) Investment Company Act. The Company is not
                  and, after giving effect to the issuance of the Shares and the
                  offering and sale of the ADSs and the application of the
                  proceeds thereof as described in the Prospectus, will not be
                  an "investment company" within the meaning of the Investment
                  Company Act of

                                       12


                  1940, as amended, and the rules and regulations of the
                  Commission thereunder (collectively, "INVESTMENT COMPANY
                  ACT").

                           (xxvii) Taxes. The Company has paid all taxes and
                  filed all tax returns required to be paid or filed through the
                  date hereof or has duly requested extensions; provided, with
                  respect to payment of taxes, except for such taxes, if any,
                  that are being contested in good faith and as to which
                  adequate reserves have been provided and, with respect to the
                  filings of returns, except insofar as the failure to file such
                  returns would not have a Material Adverse Effect.

                           (xxviii) Passive Foreign Investment Company. Based on
                  the composition of its income and valuation of its assets,
                  including goodwill, the Company does not believe it currently
                  is, or that it was in 2004, a Passive Foreign Investment
                  Company ("PFIC") within the meaning of Section 1297 of the
                  U.S. Internal Revenue Code of 1986, as amended, and does not
                  expect to become a PFIC in 2005 and in the near future.

                           (xxix) Licenses and Permits. The Company and the
                  Principal Subsidiary possess all licenses, certificates,
                  permits and other authorizations (collectively, "Governmental
                  Licenses") issued by, and have made all declarations and
                  filings with, the appropriate governmental or regulatory
                  authorities that are necessary for the ownership or lease of
                  their respective properties or the conduct of their respective
                  businesses as described in the Prospectus, except where the
                  failure to possess or make the same would not, individually or
                  in the aggregate, have a Material Adverse Effect; the Company
                  and the Principal Subsidiary are in compliance with the terms
                  and conditions of all such Governmental Licenses, except where
                  the failure so to comply would not, singly or in the
                  aggregate, result in a Material Adverse Effect; and except as
                  described in the Prospectus, neither the Company nor the
                  Principal Subsidiary has received notice of any revocation or
                  modification of any such Governmental Licenses or has any
                  reason to believe that any such license, certificate, permit
                  or authorization will not be renewed in the ordinary course.

                           (xxx) No Labor Disputes. No labor dispute with the
                  employees of the Company or its Principal Subsidiary exists
                  or, to the knowledge of the Company, is imminent, which, in
                  either case, would result in a Material Adverse Effect.

                           (xxxi) Accounting Controls. The Company and its
                  subsidiaries maintain systems of internal accounting controls
                  sufficient to 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 preparation of financial
                  statements in conformity with generally accepted accounting
                  principles in the United States and to maintain asset
                  accountability; (iii) access to assets is permitted only in
                  accordance with management's general or specific
                  authorization; and (iv) the recorded accountability for assets
                  is compared

                                       13


                  with the existing assets at reasonable intervals and
                  appropriate action is taken with respect to any differences.

                           (xxxii) Material Weaknesses. Except as described in
                  the Prospectus, since the end of the Company's most recent
                  audited fiscal year, there has been (i) no material weakness
                  in the Company's internal control over financial reporting
                  (whether or not remediated) and (ii) no change in the
                  Company's internal control over financial reporting that has
                  materially and adversely affected, or is reasonably likely to
                  materially and adversely affect, the Company's internal
                  control over financial reporting.

                           (xxxiii) No Broker's Fees. Neither the Company nor
                  any of its subsidiaries is a party to any contract, agreement
                  or understanding with any person (other than this Agreement)
                  that would give rise to a valid claim against the Company or
                  any Underwriter for a brokerage commission, finder's fee or
                  like payment in connection with the offering and sale of the
                  ADSs.

                           (xxxiv) No Registration Rights. Except as described
                  in the Prospectus, no person has the right to require the
                  Company to register any securities for sale under the
                  Securities Act by reason of the filing of the Registration
                  Statement with the Commission or the issuance of the Shares or
                  the sale of the ADSs.

                           (xxxv) Absence of Manipulation. The Company has not
                  taken, and will not take, directly or indirectly, any action
                  which is designed to or which has constituted or which would
                  be expected to cause or result in any stabilization or
                  manipulation of the price of the Shares or the ADSs in
                  violation of the Exchange Act or the applicable Korean laws.

                           (xxxvi) Statistical and Market Data. Nothing has come
                  to the attention of the Company that has caused the Company to
                  believe that the statistical and market-related data included
                  in the Prospectus is not based on or derived from sources that
                  are reliable and accurate in all material respects.

                           (xxxvii) Arm's-Length Transactions. Except as
                  described in the Prospectus, none of the Company or any of its
                  subsidiaries is engaged in any material transactions with its
                  directors, officers, management, shareholders, or any other
                  person, including persons formerly holding such positions, on
                  terms that are not available from other parties on an
                  arm's-length basis.

                           (xxxviii) No Unlawful Payments. None of the Company,
                  any of the Company's subsidiaries or, to the best of the
                  Company's knowledge, any director, officer, agent, employee or
                  other person associated with, or acting on behalf of, the
                  Company or any of the Company's subsidiaries has (A) used any
                  corporate funds for any unlawful contribution, gift,
                  entertainment of unlawful expense relating to political
                  activity, (B) made any direct or indirect unlawful payment to
                  any foreign or domestic government official or employee from
                  corporate funds, (C) violated

                                       14


                  any provision of the U.S. Foreign Corrupt Practices Act or any
                  similar law or regulation of any other jurisdiction, or (D)
                  paid any bribe, rebate, pay-off, influence payment, kick-back
                  or other unlawful payment.

                           (xxxix) Critical Accounting Policies. 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 (i)
                  accounting policies that the Company believes to be the most
                  important in the portrayal of the Company's financial
                  condition and results of operations and which require
                  management's most difficult, subjective or complex judgments
                  (henceforth referred to as "CRITICAL ACCOUNTING POLICIES");
                  (ii) uncertainties affecting the application of Critical
                  Accounting Policies; and (iii) an explanation of the
                  likelihood that materially different amounts would be reported
                  under different conditions or using different assumptions.

                           (xl) Liquidity and Capital Resources. The section
                  entitled "Management's Discussion and Analysis of Financial
                  Condition and Results of Operations - Liquidity and Capital
                  Resources" in the Prospectus accurately and fully describes:
                  (i) all material trends, demands, commitments, events,
                  uncertainties and risks, and the potential effects thereof,
                  that the Company believes would materially affect liquidity
                  and are reasonably likely to occur, and (ii) neither the
                  Company nor any of its subsidiaries is engaged in any
                  transactions with, or have any obligations to, 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.

                           (xli) Trends in Financial Condition. The description
                  set forth in the section of the Prospectus titled
                  "Management's Discussion and Analysis of Financial Condition
                  and Results of Operations" presents fairly and accurately the
                  factors management of the Company believe have in the past and
                  will in the future affect the financial condition and results
                  of operations of the Company and its subsidiaries.

                  (b) Representations and Warranties by the Selling
         Shareholders. Each Selling Shareholder severally and not jointly
         represents and warrants to each Underwriter and the Company as of the
         date hereof and as of each Closing Date, and agrees with each
         Underwriter, as follows:

                           (i) Accurate Disclosure. Such Selling Shareholder has
                  provided for inclusion in the Prospectus (A) the name and
                  address of such Selling Shareholder, (B) the number of Shares
                  underlying ADSs that such Selling Shareholder is selling, and
                  (C) other information relating to such Selling Shareholder
                  included in

                                       15


                  the section entitled "Principal and Selling Shareholders" in
                  the Prospectus as furnished in writing to the Company
                  (collectively, the "SELLING SHAREHOLDER INFORMATION") and
                  represents that such Selling Shareholder Information does not
                  include any untrue statement of a material fact or omits to
                  state a material fact necessary in order to make the
                  statements therein, in the light of the circumstances under
                  which they were made, not misleading.

                           (ii) Authorization of this Agreement. This Agreement
                  has been duly authorized, executed and delivered by or on
                  behalf of such Selling Shareholder.

                           (iii) Authorization of Power of Attorney and Custody
                  Agreement. The Power of Attorney and Custody Agreement, in the
                  form heretofore furnished to the Representatives (the "POWER
                  OF ATTORNEY AND CUSTODY AGREEMENT", has been duly authorized,
                  executed and delivered by such Selling Shareholder and is the
                  valid and binding agreement of such Selling Shareholder.

                           (iv) Non-contravention. The execution and delivery of
                  this Agreement and the Power of Attorney and Custody Agreement
                  and the sale and delivery of the ADSs to be sold by such
                  Selling Shareholder and the consummation of the transactions
                  contemplated herein and compliance by such Selling Shareholder
                  with its obligations hereunder do not and will not, whether
                  with or without the giving of notice or passage of time or
                  both, (i) conflict with or result in a breach or violation of
                  any of the terms or provisions of, or constitute a default
                  under, or result in the creation or imposition of any tax,
                  lien, charge or encumbrance upon the Shares or ADSs to be sold
                  by such Selling Shareholder or any property or assets of such
                  Selling Shareholder pursuant to, any indenture, mortgage, deed
                  of trust, loan agreement or other 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 property
                  or assets of such Selling Shareholder is subject, (ii) result
                  in any violation of the provisions of the articles of
                  incorporation or other organizational documents of such
                  Selling Shareholder or (iii) result in the violation of any
                  law or statute or any judgment, order, rule or regulation of
                  any court or arbitrator or governmental or regulatory
                  authority having jurisdiction over such Selling Shareholder or
                  any of their properties or assets, except in the case of
                  clauses (i) and (iii) above, for any such conflict, breach,
                  violation, default, tax, lien, charge or encumbrance that
                  would not, individually or in the aggregate, have a material
                  adverse effect on the condition, financial or otherwise, or in
                  the earnings, business affairs or business prospects of such
                  Selling Shareholder.

                           (v) Valid Title. Such Selling Shareholder is the sole
                  owner of the Shares to be sold by it and has the full right,
                  power and authority to sell, assign, transfer and deliver such
                  Shares in the form of ADSs pursuant to this Agreement; such
                  Selling Shareholder has, and immediately prior to each Closing
                  Date, as applicable, will have, good and valid title to such
                  Shares, free and clear of all liens, encumbrances, equities or
                  claims; and upon the sale and delivery to the Underwriters of
                  such ADSs and payment therefor, pursuant to this Agreement,


                                       16


                  good and valid title to such ADSs, free and clear of all
                  liens, encumbrances, equities or claims, will be freely
                  transferable by the Selling Shareholder to the Underwriters.

                           (vi) Absence of Manipulation. Such Selling
                  Shareholder has not taken, and will not take, directly or
                  indirectly, any action which is designed to or which has
                  constituted or which would be expected to cause or result in
                  stabilization or manipulation of the price of the Shares or
                  the ADSs in violation of the Exchange Act or the applicable
                  Korean laws.

                           (vii) No Consents Required. 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 execution and delivery by such Selling
                  Shareholder of this Agreement, the Power of Attorney and
                  Custody Agreement, the performance by such Selling Shareholder
                  of its obligations hereunder or in the Power of Attorney and
                  Custody Agreement, or in connection with the sale and delivery
                  of the ADSs by such Selling Shareholder hereunder or the
                  consummation of the transactions contemplated by this
                  Agreement, except for (i) the report to the MOFE, which has
                  been filed, and (ii) such consents, approvals, authorizations,
                  orders and registrations or qualifications as may be required
                  under the Securities Act, applicable state securities laws or
                  applicable Korean laws in connection with the purchase and
                  distribution of the Shares and the ADSs by the Underwriters.

                           (viii) No Association with NASD. Neither such Selling
                  Shareholder nor any of its affiliates directly, or indirectly
                  through one or more intermediaries, controls, or is controlled
                  by, or is under common control with, or is a person associated
                  with (within the meaning of Article I (dd) of the By-laws of
                  the National Association of Securities Dealers, Inc.), any
                  member firm of the National Association of Securities Dealers,
                  Inc., except in the case of General Atlantic Partners 64, L.P.
                  and GAP Coinvestment Partners II, L.P.

                  (c) Officer's Certificates. Any certificate signed by any
         officer of the Company or any of its subsidiaries delivered to the
         Representatives or the Selling Shareholders or to their respective
         counsel shall be deemed a representation and warranty by the Company to
         each Underwriter and each Selling Shareholder as to the matters covered
         thereby; and any certificate signed by or on behalf of the Selling
         Shareholders as such and delivered to the Representatives or to counsel
         for the Underwriters pursuant to the terms of this Agreement shall be
         deemed a representation and warranty by such Selling Shareholder to
         each Underwriter as to the matters covered thereby.

4. Further Agreements.

         (a) The Company covenants and agrees with each Underwriter that:


                                       17


                  (i) Effectiveness of the Registration Statement. The Company
         will use its reasonable best efforts to cause the Registration
         Statement and the ADS Registration Statement to become effective at the
         earliest possible time and, if required, will file the final Prospectus
         with the Commission within the time periods specified by Rule 424(b)
         and Rule 430A under the Securities Act and the Company will furnish
         copies of the Prospectus to the Underwriters in New York City prior to
         10:00 A.M., New York City time, on the business day next succeeding the
         date of this Agreement in such quantities as the Representatives may
         reasonably request.

                  (ii) Delivery of Copies. The Company will deliver, without
         charge, (i) to the Representatives copies of each of the Registration
         Statement and the ADS Registration Statement as originally filed and
         each amendment thereto, in each case including all exhibits and
         consents filed therewith, and copies of all consents and certificates
         of experts and (ii) to each Underwriter (A) a conformed copy of each of
         the Registration Statement and the ADS Registration Statement as
         originally filed and each amendment thereto (without exhibits) and (B)
         during the Prospectus Delivery Period (as defined below), as many
         copies of the Prospectus (including all amendments and supplements
         thereto) as the Representatives may reasonably request. As used herein,
         the term "Prospectus Delivery Period" means such period of time after
         the first date of the public offering of the ADSs as in the opinion of
         counsel for the Underwriters a prospectus is required by law to be
         delivered in connection with sales of the ADSs by any Underwriter or
         dealer. The copies of the Registration Statement and the Prospectus and
         each amendment and supplement thereto furnished to the Underwriters
         will be identical in substance to the electronically transmitted copies
         thereof filed with the Commission pursuant to EDGAR, except to the
         extent permitted by Regulation S-T.

                  (iii) Amendments or Supplements. Before filing any amendment
         or supplement to the Registration Statement, the ADS Registration
         Statement or the Prospectus, the Company will furnish to the
         Representatives and counsel for the Underwriters a copy of the proposed
         amendment or supplement for review and will not file any such proposed
         amendment or supplement to which the Representatives reasonably
         objects.

                  (iv) Notice to the Representatives. The Company will advise
         the Representatives promptly, and confirm such advice in writing, (i)
         when the Registration Statement and the ADS Registration Statement has
         become effective; (ii) when any amendment to the Registration Statement
         or the ADS Registration Statement has been filed or becomes effective;
         (iii) when any supplement to the Prospectus or any amendment to the
         Prospectus has been filed; (iv) of any request by the Commission for
         any amendment to the Registration Statement or the ADS Registration
         Statement or any amendment or supplement to the Prospectus or the
         receipt of any comments from the Commission relating to the
         Registration Statement or the ADS Registration Statement or any other
         request by the

                                       18


         Commission for any additional information; (v) of the issuance by the
         Commission of any order suspending the effectiveness of the
         Registration Statement or the ADS Registration Statement or preventing
         or suspending the use of any Preliminary Prospectus or the Prospectus
         or the initiation or threatening of any proceeding for that purpose;
         (vi) of the occurrence of any event within the Prospectus Delivery
         Period as a result of which the Prospectus as then amended or
         supplemented would include any untrue statement of a material fact or
         omit to state a material fact necessary in order to make the statements
         therein, in the light of the circumstances existing when the Prospectus
         is delivered to a purchaser, not misleading; and (vii) of the receipt
         by the Company of any notice with respect to any suspension of the
         qualification of the Shares or the ADSs for offer and sale in any
         jurisdiction or the initiation or threatening of any proceeding for
         such purpose; and the Company will use its best efforts to prevent the
         issuance of any such order suspending the effectiveness of the
         Registration Statement or the ADS Registration Statement, preventing or
         suspending the use of any Preliminary Prospectus or the Prospectus or
         suspending any such qualification of the Shares or the ADSs and, if any
         such order is issued, will obtain as soon as possible the withdrawal
         thereof.

                  (v) Ongoing Compliance of the Prospectus. If during the
         Prospectus Delivery Period (i) any event shall occur or condition shall
         exist 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 a material fact required to be stated therein or
         necessary in order to make the statements therein, in the light of the
         circumstances existing when the Prospectus is delivered to a purchaser,
         not misleading or (ii) it is necessary to amend or supplement the
         Prospectus to comply with law, the Company will immediately notify the
         Underwriters thereof and forthwith prepare and, subject to paragraph
         (iii) above, file with the Commission and furnish to the Underwriters
         in such quantities as the Representatives may reasonably request and to
         such dealers as the Representatives may designate, such amendments or
         supplements to the Prospectus as may be necessary so that the
         statements in the Prospectus as so amended or supplemented will not, in
         the light of the circumstances existing when the Prospectus is
         delivered to a purchaser, be misleading or so that the Prospectus will
         comply with law.

                  (vi) Blue Sky Compliance. The Company will use its best
         efforts to qualify the Shares and the ADSs for offer and sale under the
         securities of such jurisdictions as the Representatives shall
         reasonably request and will continue such qualifications in effect so
         long as required for distribution of the ADSs.

                  (vii) Earning Statement. The Company will make generally
         available to its security holders and the Representatives as soon as
         practicable an earning statement that satisfies the provisions of
         Section 11(a) of the Securities Act and Rule 158 of the Commission
         promulgated thereunder covering a period of at least

                                       19


         twelve months beginning with the first fiscal quarter of the Company
         occurring after the "effective date" (as defined in Rule 158) of the
         Registration Statement.

                  (viii) Restriction on Sale of Securities. During a period of
         180 days from the date of the Prospectus, the Company will not, without
         the prior written consent of the Representatives, (i) directly or
         indirectly, offer, sell, contract to sell, announce the intention to
         sell, issue, pledge, lend, grant any option, right or warrant for the
         sale of, or otherwise dispose of or transfer (each, collectively, a
         "SALE"), any shares of the Company's Common Stock, or any depositary
         shares representing such Common Stock, or any securities convertible
         into or exchangeable or exercisable for Common Stock, or any depositary
         shares representing such Common Stock, whether now owned or hereafter
         acquired by the Company or with respect to which the Company has or
         hereafter acquires the power of disposition, or file, or cause to be
         filed, any registration statement under the Securities Act of 1933, as
         amended, with respect to any of the foregoing (collectively, the
         "LOCK-UP SECURITIES") or (ii) enter into any swap or any other
         agreement or any transaction that transfers, in whole or in part,
         directly or indirectly, the economic consequences of ownership of the
         Lock-Up Securities, whether any such transaction described in clause
         (i) or (ii) above is to be settled by delivery of Common Stock or other
         securities, in cash or otherwise. The foregoing restriction shall not
         apply to (A) any Sale or Transfer of the Lock-Up Securities pursuant to
         this Agreement, (B) issuance of Common Stock upon the exercise of
         employee stock options existing on the date hereof, (C) issuance of
         Common Stock upon the conversion of the Company's preferred shares
         outstanding as of the date hereof, (D) in connection with any
         acquisition of a company where Lock-Up Securities so disposed of are
         transferred to one or more persons or entities in exchange for the
         shares or assets of the company being acquired, or (E) to any strategic
         or financial investor in the Company's capital stock; provided that in
         the cases of (B), (C), (D) and (E), any holder of Lock-up Securities
         who acquired such Lock-up Securities pursuant to the exceptions set
         forth under (B), (C), (D) and (E), as applicable, shall agree to be
         bound in writing by the terms of the restrictions in this Agreement
         with respect to the Lock-Up Securities during the remainder of the
         aforesaid 180-day period. The foregoing restriction is expressly agreed
         to preclude the Company from engaging in any hedging or other
         transaction which is designed to or which reasonably could be expected
         to lead to or result in a sale or disposition of the Lock-up
         Securities, even if such Lock-up Securities would be disposed of by
         someone other than the Company. Such prohibited hedging or other
         transactions would include, without limitation, any short sale or any
         purchase, sale or grant of any right (including without limitation any
         put or call option) with respect to any of the Lock-up Securities or
         with respect to any security that includes, relates to, or derives any
         significant part of its value from such securities. Notwithstanding any
         provision herein to the contrary, however, if (1) during the last 17
         days of the 180-day lock-up period, the Company issues an earnings
         release or material news or a material event relating to the Company
         occurs; or (2) prior to the expiration of the 180-day lock-up period,
         the Company

                                       20


         announces that it will release earnings results or becomes aware that
         material news or a material event will occur during the 16-day period
         beginning on the last day of the 180-day lock-up period, the
         restrictions imposed by this provision shall continue to apply until
         the expiration of the 18-day period beginning on the issuance of the
         earnings release or the occurrence of the material news or material
         event, as applicable, unless the Representatives waive, in writing,
         such extension. The Company hereby acknowledges and agrees that written
         notice of any extension of the 180-day lock-up period pursuant to the
         previous sentence will be delivered by the Representatives to the
         Company as further set forth in this Agreement and that any such notice
         properly delivered will be deemed to have been given to, and received
         by, the Company.

                  (ix) Use of Proceeds. The Company will apply the net proceeds
         from the sale of the ADSs as described in the Prospectus under the
         heading "Use of Proceeds".

                  (x) Exchange Listing. The Company will use its best efforts to
         list for quotation the ADSs on the National Association of Securities
         Dealers Automated Quotations National Market (the "NASDAQ NATIONAL
         MARKET".)

                  (xi) The Depositary. The Company will cooperate in procuring
         from the Depositary on the Initial Closing Date and the Additional
         Closing Date, if applicable, certificates satisfactory to the
         Representatives evidencing the deposit of the Shares with the custodian
         in accordance with the Deposit Agreement being so deposited against
         issuance of ADRs evidencing the ADSs to be delivered, and the
         execution, countersignature (if applicable), issuance and delivery of
         ADRs evidencing such ADSs pursuant to the Deposit Agreement.

                  (xii) Announcements. Between the date hereof and the Initial
         Closing Date (both dates inclusive), the Company will not, without the
         prior approval of the Representatives (such approval not to be
         unreasonably withheld), make any official announcement (other than any
         notices or filings required to be submitted to or filed with Korea
         Exchange (the "KRX") or the Korean authorities, including the Financial
         Supervisory Commission and the Ministry of Finance and Economy,
         pursuant to Korean laws and regulations) which would have an adverse
         effect on the marketability of the ADSs.

                  (xiii) Investment Company Act. The Company will take such
         steps as shall be necessary to ensure that, prior to the expiration of
         two years after the Closing Date, it shall not be or become an
         "investment company" as defined in the Investment Company Act.

                  (xiv) Payment of Underwriting Commissions. The Company will
         pay or cause to be paid all Underwriting Commissions to the
         Representatives no later than the second business day following the
         Initial Closing Date or the Additional Closing Date, as the case may be
         (each, a "COMMISSIONS PAYMENT DATE"). The

                                       21


         Company hereby agrees that if any Underwriting Commission is not paid
         by the end of the applicable Commissions Payment Date, any past due
         amount shall bear interest for the period beginning from and including
         the date on which such payment was due, to but excluding the date on
         which the payment is made at a rate per annum equal to 5 % plus LIBOR,
         which together with the past due amount shall be paid to the
         Representatives on the date on which the past due amount is paid,
         provided, however, that no interest shall accrue for any period in
         which a payment delay is solely caused by factors beyond the control of
         the Company, including delays caused by any governmental or other
         regulatory authorities.

                  (xv) Stamp Duty and Other Transaction Taxes. The Company will
         indemnify and hold harmless the Underwriters against any stamp duty or
         other issue, transaction, value-added (VAT) or similar tax, fund or
         duty (including court fees), including any interest and penalties
         payable in Korea which are or may be required to be paid in or in
         connection with, the creation, allotment, issuance, offer, sale and
         distribution of the Shares or the ADSs and the execution and delivery
         of the Transaction Documents.

         (b) Each of the Selling Shareholders severally and not jointly agrees
with each Underwriter that:

                  (i) Restriction on Sale of Securities. During a period of 180
         days from the date of this Agreement, such Selling Shareholder will
         not, without the prior written consent of the Representatives, directly
         or indirectly, (i) effect a Sale of any Lock-Up Securities, or (ii)
         enter into any swap or any other agreement or any transaction that
         transfers, in whole or in part, directly or indirectly, the economic
         consequences of ownership (each, collectively, a "Transfer") of the
         Lock-Up Securities, whether any such transaction described in clauses
         (i) or (ii) above is to be settled by delivery of Common Stock, or
         other securities, in cash or otherwise. The foregoing restriction shall
         not apply to (A) any Sale or Transfer of the Lock-Up Securities
         pursuant to this Agreement, (B) the conversion of the Company's
         preferred stock outstanding as of the date hereof into Common Stock,
         (C) any exercise of stock options existing on the date hereof, (D) any
         Sale or Transfer of Lock-Up Securities to the partners of a Selling
         Shareholder, if the Selling Shareholder is a partnership or to the
         members of the Selling Shareholder, if the Selling Shareholder is a
         limited liability company, and (E) any Sale or Transfer of Lock-Up
         Securities to a family member, family partnership or trust, any
         Transfer upon the death of a family member to his or her executors,
         legatees or beneficiaries or a bona fide gift, provided that, in the
         cases of (B), (C), (D), and (E) above, any such transferee shall agree
         to be bound in writing by the terms of the restrictions in this
         Agreement with respect to the Lock-Up Securities during the remainder
         of the aforesaid 180-day period. The foregoing restriction is expressly
         agreed to preclude the Selling Shareholders from engaging in any
         hedging or other transaction which is designed to or which reasonably
         could be expected to lead to or result in a sale or disposition of the
         Lock-up Securities, even if such Lock-up

                                       22


         Securities would be disposed of by someone other than the Selling
         Shareholders. Such prohibited hedging or other transactions would
         include, without limitation, any short sale or any purchase, sale or
         grant of any right (including without limitation any put or call
         option) with respect to any Lock-up Securities or with respect to any
         security that includes, relates to, or derives any significant part of
         its value from such securities. Notwithstanding the foregoing, if (1)
         during the last 17 days of the 180 day lock up period, the Company
         issues an earnings release or material news or a material event
         relating to the Company occurs; or (2) prior to the expiration of the
         180 day lock up period, the Company announces that it will release
         earnings results or becomes aware that material news or a material
         event will occur during the 16 day period beginning on the last day of
         the 180 day lock up period, the restrictions imposed by this provision
         shall continue to apply until the expiration of the 18 day period
         beginning on the issuance of the earnings release or the occurrence of
         the material news or material event, as applicable, unless the
         Representatives waive, in writing, such extension. Such Selling
         Shareholder hereby acknowledges and agrees that written notice of any
         extension of the 180 day lock up period pursuant to the previous
         sentence will be delivered by the Representatives to the Company as
         further set forth in this Agreement and that any such notice properly
         delivered will be deemed to have been given to, and received by, such
         Selling Shareholder.

                  (ii) Notification of Changes. Such Selling Shareholder will
         advise the Representatives promptly, and if requested by the
         Representatives, will confirm such advice in writing, within the
         Prospectus Delivery Period, of any new material information relating to
         the Company not disclosed in the Prospectus which comes to the
         attention of such Selling Shareholder.

                  (iii) Stamp Duty and Other Transaction Taxes. Such Selling
         Shareholder will (severally and not jointly with respect to the other
         Selling Shareholders) indemnify and hold harmless the Underwriters
         against any stamp duty or other issue, transaction, value-added (VAT)
         or similar tax, fund or duty (including court fees), including any
         interest and penalties payable in Korea which are or may be required to
         be paid in or in connection with the offer, sale and distribution of
         the ADSs to be sold by such Selling Shareholder (or the related Shares)
         and the execution and delivery of this Agreement.

      5. Conditions of Underwriters' Obligations. The obligation of each
Underwriter to purchase the Initial ADSs on the Initial Closing Date or the
Option ADSs on the Additional Closing Date, as the case may be, as provided
herein is subject to the performance by each of the Company and the Selling
Shareholders of its covenants and other obligations hereunder and to the
following additional conditions:

          (a) Registration Compliance; No Stop Order. The Registration Statement
     and the ADS Registration Statement (or if a post-effective amendment to the
     Registration Statement or the ADS Registration Statement is required to be
     filed under the Securities Act, such post-effective amendment) shall each
     have become effective, and the

                                       23


     Representatives shall have received notice thereof, not later than 5:00
     P.M., New York City time, on the date hereof; no order suspending the
     effectiveness of the Registration Statement or the ADS Registration
     Statement shall be in effect, and no proceeding for such purpose shall be
     pending before or threatened by the Commission; the Prospectus shall have
     been timely filed with the Commission under the Securities Act and in
     accordance with Section 4(a) hereof; and all requests by the Commission for
     additional information shall have been complied with to the reasonable
     satisfaction of the Representatives.

          (b) Representations and Warranties. The representations and warranties
     of the Company and the Selling Shareholders contained herein shall be true
     and correct on the date hereof and on and as of the Initial Closing Date or
     the Additional Closing Date, as the case may be; and the statements of the
     Company, the Selling Shareholders and their respective officers, made in
     any certificates delivered pursuant to this Agreement shall be true and
     correct on and as of the Initial Closing Date or the Additional Closing
     Date, as the case may be.

          (c) No Material Adverse Change. Subsequent to the execution and
     delivery of this Agreement, no event or condition of a type described in
     Section 3(a)(vi) hereof shall have occurred or shall exist, which event or
     condition is not described in the Prospectus (excluding any amendment or
     supplement thereto) and the effect of which in the sole judgment of the
     Representatives, after consultation with the Company to the extent
     practicable, makes it impracticable or inadvisable to proceed with the
     offering, sale or delivery of the ADSs on the Initial Closing Date or the
     Additional Closing Date, as the case may be, on the terms and in the manner
     contemplated by this Agreement and the Prospectus.

          (d) Officer's Certificate. The Representatives shall have received on
     and as of the Initial Closing Date or the Additional Closing Date, as the
     case may be, a certificate of the chief executive officer, chief financial
     officer or chief accounting officer of the Company (i) confirming that such
     officers have carefully reviewed the Registration Statement and the
     Prospectus and, to the best knowledge of such officers, the representation
     set forth in Section 3(a)(ii) hereof is true and correct, (ii) confirming
     that the representations and warranties of the Company, other than the
     representation set out in Section 3(a)(ii) in this Agreement, are true and
     correct and that 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 Initial Closing Date or such Additional Closing Date, as the
     case may be, and (iii) to the effect set forth in paragraphs (a) and (c)
     above.

          (e) Certificate of Selling Shareholders. The Representatives shall
     have received on and as of the Initial Closing Date or the Additional
     Closing Date, as the case may, be, a certificate of an Attorney-in-Fact on
     behalf of each Selling Shareholder, to the effect that (i) the
     representations and warranties of such Selling Shareholder contained in
     Section 3(b) hereof are true and correct in all respect with the same force
     and effect as though expressly made at and as of each Closing Date, as the
     case may be, and (ii) each Selling Shareholder has complied in all material
     respects with all agreements and all

                                       24


     conditions on its part to be performed under this Agreement at or prior to
     each Closing Date, as the case may be.

          (f) Comfort Letters. On the date of this Agreement and on the Initial
     Closing Date or the Additional Closing Date, as the case may be, Samil
     PricewaterhouseCoopers, the Korean member firm of PricewaterhouseCoopers,
     shall have furnished to the Representatives, at the request of the Company,
     letters, dated the respective dates of delivery thereof and addressed to
     the Underwriters, in form and substance reasonably satisfactory to the
     Representatives, containing statements and information of the type
     customarily included in accountants' "comfort letters" to underwriters with
     respect to the financial statements and certain financial information
     contained in the Registration Statement and the Prospectus; provided, that
     the letter delivered on the Initial Closing Date or the Additional Closing
     Date, as the case may be, shall use a "cut-off" date no more than three
     business days prior to such Initial Closing Date or such Additional Closing
     Date, as the case may be.

          (g) Opinion of U.S. Counsel for the Company. Simpson Thacher &
     Bartlett LLP, United States counsel for the Company, shall have furnished
     to the Representatives, at the request of the Company, their written
     opinion, dated the Initial Closing Date or the Additional Closing Date, as
     the case may be, and addressed to the Underwriters, in form and substance
     reasonably satisfactory to the Representatives, to the effect set forth in
     ANNEX A-1 hereto.

          (h) Opinion of Counsel for the Selling Shareholders. Counsel for each
     of the Selling Shareholders, shall have furnished to the Representatives,
     at the request of the Company, their written opinion, dated the Initial
     Closing Date or the Additional Closing Date, as the case may be, and
     addressed to the Underwriters, in form and substance reasonably
     satisfactory to the Representatives, to the effect set forth in ANNEX A-2
     hereto.

          (i) Opinion of Korean Counsel for the Company and the Selling
     Shareholders. Shin & Kim, Korean counsel for the Company and the Selling
     Shareholders, shall have furnished to the Representatives, at the request
     of the Company, their written opinion, dated the Initial Closing Date or
     the Additional Closing Date, as the case may be, and addressed to the
     Underwriters, in form and substance reasonably satisfactory to the
     Representatives, to the effect set forth in ANNEX B hereto.

          (j) Opinion of U.S. Counsel for the Underwriters. The Representatives
     shall have received on and as of the Initial Closing Date or the Additional
     Closing Date, as the case may be, an opinion of Davis Polk & Wardwell,
     United States counsel for the Underwriters, with respect to such matters as
     the Representatives may reasonably request, and such counsel shall have
     received such documents and information as they may reasonably request to
     enable them to pass upon such matters.

          (k) Opinion of Korean Counsel for the Underwriters. The
     Representatives shall have received on and as of the Closing Date or the
     Additional Closing Date, as the case may be, an opinion of Kim & Chang,
     Korean counsel for the Underwriters, with

                                       25


     respect to such matters as the Representatives may reasonably request, and
     such counsel shall have received such documents and information as they may
     reasonably request to enable them to pass upon such matters.

          (l) Opinion of Counsel for the Depositary. Ziegler, Ziegler &
     Associates, LLP, United States counsel for the Depositary, shall have
     furnished to the Representatives, at the request of the Depositary, their
     written opinion, dated the Initial Closing Date or the Additional Closing
     Date, as the case may be, and addressed to the Underwriters, in form and
     substance reasonably satisfactory to the Representatives, to the effect set
     forth in ANNEX C hereto.

          (m) Opinion of General Counsel of the Company. The Representatives
     shall have received on and as of the Closing Date or the Additional Closing
     Date, as the case may be, an opinion of Dan Nemo, General Counsel of the
     Company, addressed to the Underwriters, in form and substance reasonably
     satisfactory to the Representatives, to the effect set forth in ANNEX D
     hereto.

          (n) No Legal Impediment to Issuance. No action shall have been taken
     and no statute, rule, regulation or order shall have been enacted, adopted
     or issued by any federal, state or foreign governmental or regulatory
     authority, including the Financial Supervisory Commission and other Korean
     authorities, that would, as of the Initial Closing Date or the Additional
     Closing Date, as the case may be, prevent the issuance of the Shares, the
     deposit of such Shares with the Depositary against issuance of the ADRs
     evidencing the ADSs or the sale of such ADSs; and no injunction or order of
     any federal, state or foreign court shall have been issued that would, as
     of the Initial Closing Date or the Additional Closing Date, as the case may
     be, prevent the issuance of the Shares, the deposit of such Shares with the
     Depositary against issuance of the ADRs evidencing the ADSs or the sale of
     such ADSs.

          (o) Exchange Listing. The ADSs to be delivered on the Initial Closing
     Date or Additional Closing Date, as the case may be, shall have been
     approved for listing on the Nasdaq National Market, subject to official
     notice of issuance.

          (p) Lock-up Agreements. The "lock-up" agreements, each substantially
     in the form of EXHIBIT A hereto signed by each person listed on Schedule IV
     hereto, delivered to the Representatives on or before the date hereof,
     shall be in full force and effect on the Initial Closing Date or Additional
     Closing Date, as the case may be.

          (q) Additional Documents. On or prior to the Initial Closing Date or
     the Additional Closing Date, as the case may be, the Company shall have
     furnished to the Representatives such further certificates and documents as
     the Representatives may reasonably request.

          (r) No Objection. The NASD has confirmed that it has not raised any
     objection with respect to the fairness and reasonableness of the
     underwriting terms and arrangements.


                                       26


          (s) Deposit Agreement. The Deposit Agreement shall be in full force
     and effect.

          (t) Depositary's Certificate. The Depositary shall have furnished or
     caused to be furnished to the Underwriters a certificate, satisfactory to
     the Representatives, of one of its authorized officers with respect to the
     execution and delivery of the ADRs evidencing the ADSs pursuant to the
     Deposit Agreement and such other matters related thereto as the
     Underwriters reasonably request.

          (u) Termination of Agreement. If any condition specified in this
     Section shall not have been fulfilled when and as required to be fulfilled,
     this Agreement, or, in the case of any condition to the purchase of Option
     ADSs on the Additional Closing Date which is after the Initial Closing
     Date, the obligations of the several Underwriters to purchase the relevant
     Option ADSs, may be terminated by the Representatives by notice to the
     Company and the Selling Shareholders at any time at or prior to each such
     Closing Date, as the case may be, and such termination shall be without
     liability of any party to any other party except as provided in Section 12
     and except that Sections 3, 6, 7 and 8 shall survive any such termination
     and remain in full force and effect.

     All opinions, letters, certificates and evidence mentioned above or
elsewhere in this Agreement shall be deemed to be in compliance with the
provisions hereof only if they are in form and substance reasonably satisfactory
to counsel for the Underwriters.

     6. Indemnification.

     (a) Indemnification of Underwriters and Selling Shareholders by the
Company. The Company agrees to indemnify and hold harmless each Underwriter, its
affiliates, as such term is defined in Rule 501(b) under the Securities Act
(each, an "AFFILIATE"), its selling agents, each Selling Shareholder, their
respective affiliates, and each person, if any, who controls any Underwriter or
any Selling Shareholder within the meaning of Section 15 of the Securities Act
or Section 20 of the Exchange Act as follows:

                  (i) against any and all loss, liability, claim and damage, as
         incurred, arising out of any untrue statement or alleged untrue
         statement of a material fact contained in the Registration Statement
         (or any amendment thereto), including the Rule 430A Information, or the
         ADS Registration Statement or the omission or alleged omission
         therefrom of a material fact required to be stated therein or necessary
         to make the statements therein not misleading or arising out of any
         untrue statement or alleged untrue statement of a material fact
         included in any preliminary prospectus or the Prospectus (or any
         amendment or supplement thereto), or the omission or alleged omission
         therefrom of a material fact necessary in order to make the statements
         therein, in the light of the circumstances under which they were made,
         not misleading;

                  (ii) against any and all loss, liability, claim and damage, as
         incurred, to the extent of the aggregate amount paid in settlement of
         any litigation, or any

                                       27


         investigation or proceeding by any governmental agency or body,
         commenced or threatened, or of any claim whatsoever based upon any such
         untrue statement or omission, or any such alleged untrue statement or
         omission; provided that (subject to Section 6(d) below) any such
         settlement is effected with the written consent of the Company and the
         Selling Shareholders;

                  (iii) against any and all expense whatsoever (including the
         fees and disbursements of counsel chosen by the Representatives)
         reasonably incurred in investigating, preparing or defending against
         any litigation, or any investigation or proceeding by any governmental
         agency or body, commenced or threatened, or any claim whatsoever based
         upon any such untrue statement or omission, or any such alleged untrue
         statement or omission, to the extent that any such expense is not paid
         under (i) or (ii) above;

     provided, however, that this indemnity agreement shall not apply to any
loss, liability, claim, damage or expense to the extent arising out of any
untrue statement or omission or alleged untrue statement or omission (i)
regarding a Selling Shareholder which consists of Selling Shareholder
Information or (ii) made in reliance upon and in conformity with written
information furnished to the Company by any Underwriter through the
Representatives expressly for use in the Registration Statement (or any
amendment thereto), including the Rule 430A Information, or any preliminary
prospectus or the Prospectus (or any amendment or supplement thereto); and
provided, further, that with respect to any untrue statement or alleged untrue
statement in or omission or alleged omission from any preliminary prospectus
this indemnity agreement contained in this subsection (a) shall not inure to the
benefit of any Underwriter from whom the person asserting any such loss,
liability, claim, damage or expense purchased the ADSs concerned, to the extent
that a prospectus relating to such ADSs was required to be delivered by such
Underwriter under the Securities Act in connection with such purchase and any
such loss, liability claim, damage or expense 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 ADSs to such person, a copy of the
Prospectus if the Company had previously furnished copies thereof in sufficient
quantities to such Underwriter.

          (b) Indemnification of the Underwriters and the Company by the Selling
     Shareholders. Each Selling Shareholder hereunder agrees, severally and not
     jointly, to indemnify and hold harmless each Underwriter, its Affiliates,
     its selling agents and each person, if any, who controls such Underwriter
     within the meaning of Section 15 of the Securities Act or Section 20 of the
     Exchange Act, and the Company, its directors, each of its officers who
     signed the Registration Statement, and each person, if any, who controls
     the Company within the meaning of Section 15 of the Securities Act or
     Section 20 of the Exchange Act against any and all loss, liability, claim,
     damage and expense described in the indemnity contained in subsection (a)
     of this Section, as incurred, but only with respect to untrue statements or
     omissions, or alleged untrue statements or omissions, made in the
     Registration Statement (or any amendment thereto), including the Rule 430A
     Information, or any preliminary prospectus or the Prospectus (or any
     amendment or supplement thereto) which consists of Selling Shareholder
     Information furnished in

                                       28


     writing to the Company by such Selling Shareholder; provided, however,
     that, the liability of such Selling Shareholder pursuant to this subsection
     (b) shall not exceed the amount of total net proceeds (before deducting
     expenses but after deducting underwriting commissions and discounts)
     received by such Selling Shareholder from the sale of the ADSs pursuant to
     this Agreement; and provided, further, that with respect to any untrue
     statement or alleged untrue statement in or omission or alleged omission
     from any preliminary prospectus this indemnity agreement contained in this
     subsection (b) shall not inure to the benefit of any Underwriter from whom
     the person asserting any such loss, liability, claim, damage or expense
     purchased the ADSs concerned, to the extent that a prospectus relating to
     such ADSs was required to be delivered by such Underwriter under the
     Securities Act in connection with such purchase and any such loss,
     liability claim, damage or expense 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 ADSs to such person, a copy of the
     Prospectus if the Company had previously furnished copies thereof in
     sufficient quantities to such Underwriter.

          (c) Indemnification of Company, Directors and Officers and Selling
     Shareholders. Each Underwriter severally agrees to indemnify and hold
     harmless the Company, its directors, each of its officers who signed the
     Registration Statement, and each person, if any, who controls the Company
     within the meaning of Section 15 of the Securities Act or Section 20 of the
     Exchange Act, and each Selling Shareholder against any and all loss,
     liability, claim, damage and expense described in the indemnity contained
     in subsection (a) of this Section, as incurred, but only with respect to
     untrue statements or omissions, or alleged untrue statements or omissions,
     made in the Registration Statement (or any amendment thereto), including
     the Rule 430A Information, or any preliminary prospectus or the Prospectus
     (or any amendment or supplement thereto) in reliance upon and in conformity
     with written information furnished to the Company by such Underwriter
     through the Representatives expressly for use in the Registration Statement
     (or any amendment thereto) or such preliminary prospectus or the Prospectus
     (or any amendment or supplement thereto).

          (d) Actions against Parties; Notification. Each indemnified party
     shall give notice as promptly as reasonably practicable to each
     indemnifying party of any action commenced against it in respect of which
     indemnity may be sought hereunder, but failure to so notify an indemnifying
     party shall not relieve such indemnifying party from any liability
     hereunder to the extent it is not materially prejudiced as a result thereof
     and in any event shall not relieve it from any liability which it may have
     otherwise than on account of this indemnity agreement. If any such
     proceeding shall be brought or asserted against an indemnified party and if
     the indemnified party shall have notified the indemnifying party thereof,
     the indemnifying party shall retain counsel reasonably satisfactory to the
     indemnified party to represent the indemnified party and any others
     entitled to indemnification pursuant to this Section 6 that the
     indemnifying party may designate in such proceeding and shall pay the fees
     and expenses of such counsel related to such proceeding, as incurred. In
     any such proceeding, any indemnified party shall have the right to retain
     its own counsel, but the fees and expenses of such counsel shall be at the


                                       29


     expense of such indemnified party unless (i) the indemnifying party and the
     indemnified party shall have mutually agreed to the contrary; (ii) the
     indemnifying party has failed within a reasonable time to retain counsel
     reasonably satisfactory to the indemnified party; (iii) the indemnified
     party shall have reasonably concluded that there may be legal defenses
     available to it that are different from or in addition to those available
     to the indemnifying party; or (iv) the named parties in any such proceeding
     (including any impleaded parties) include both the indemnifying party and
     the indemnified party and representation of both parties by the same
     counsel would be inappropriate due to actual or potential differing
     interests between them. An indemnifying party may participate at its own
     expense in the defense of any such action; provided, however, that counsel
     to the indemnifying party shall not (except with the consent of the
     indemnified party) also be counsel to the indemnified party. In no event
     shall the indemnifying parties be liable for fees and expenses of more than
     one counsel (in addition to any local counsel) separate from their own
     counsel for all indemnified parties in connection with any one action or
     separate but similar or related actions in the same jurisdiction arising
     out of the same general allegations or circumstances. Any such separate
     firm for any Underwriter and its Affiliates shall be designated in writing
     by the Representatives, any such separate firm for the Company, any of its
     respective affiliates, directors or officers and any control persons of the
     Company shall be designated in writing by the Company, and any such
     separate firm for any Selling Shareholder or its respective affiliates,
     directors or officer and any control persons shall be designated in writing
     by such Selling Shareholder. No indemnifying party shall, without the prior
     written consent of the indemnified parties, settle or compromise or consent
     to the entry of any judgment with respect to any litigation, or any
     investigation or proceeding by any governmental agency or body, commenced
     or threatened, or any claim whatsoever in respect of which indemnification
     or contribution could be sought under this Section 6 or Section 7 hereof
     (whether or not the indemnified parties are actual or potential parties
     thereto), unless such settlement, compromise or consent (i) includes an
     unconditional release of each indemnified party from all liability arising
     out of such litigation, investigation, proceeding or claim 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 any indemnified party.

          (e) Settlement without Consent if Failure to Reimburse. If at any time
     an indemnified party shall have requested an indemnifying party to
     reimburse the indemnified party for fees and expenses of counsel, such
     indemnifying party agrees that it shall be liable for any settlement of the
     nature contemplated by Section 6(a) effected without its written consent if
     (i) such settlement is entered into more than 60 days after receipt by such
     indemnifying party of the aforesaid request, (ii) such indemnifying party
     shall have received notice of the terms of such settlement at least 45 days
     prior to such settlement being entered into and (iii) such indemnifying
     party shall not have reimbursed such indemnified party in accordance with
     such request prior to the date of such settlement.


                                       30


                  (f) Other Agreements with Respect to Indemnification. The
         provisions of this Section shall not affect any agreement among the
         Company and the Selling Shareholders with respect to indemnification.

         7. Contribution. If the indemnification provided for in Section 6
hereof is for any reason unavailable to or insufficient to hold harmless an
indemnified party in respect of any losses, liabilities, claims, damages or
expenses referred to therein, then each indemnifying party shall contribute to
the aggregate amount of such losses, liabilities, claims, damages and expenses
incurred by such indemnified party, as incurred, (i) in such proportion as is
appropriate to reflect the relative benefits received by the Company, each
Selling Shareholder, and the Underwriters, as the case may be, from the offering
of the ADSs pursuant to this Agreement or (ii) if the allocation provided by
clause (i) 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, each Selling Shareholder and
the Underwriters, as the case may be, in connection with the statements or
omissions which resulted in such losses, liabilities, claims, damages or
expenses, as well as any other relevant equitable considerations.

         The relative benefits received by the Company, each Selling Shareholder
and the Underwriters, as the case may be, in connection with the offering of the
ADSs pursuant to this Agreement shall be deemed to be in the same respective
proportions as the total net proceeds from the offering of the ADSs pursuant to
this Agreement (before deducting expenses but after deducting underwriting
discounts and commissions) received by the Company and such Selling Shareholder
and the total underwriting discounts and commissions received by the
Underwriters, in each case as set forth on the cover of the Prospectus bear to
the aggregate initial public offering price of the ADSs as set forth on the
cover of the Prospectus.

         The relative fault of the Company, each Selling Shareholder and the
Underwriters, as the case may be, shall be determined by reference to, among
other things, whether any such untrue or alleged untrue statement of a material
fact or omission or alleged omission to state a material fact relates to
information supplied by the Company, such Selling Shareholder or the
Underwriters and the parties' relative intent, knowledge, access to information
and opportunity to correct or prevent such statement or omission.

         The Company, the Selling Shareholders and the Underwriters agree that
it would not be just and equitable if contribution pursuant to this Section 7
were determined by pro rata allocation (even if the Underwriters or the Selling
Shareholders were respectively treated as one entity for such purpose) or by any
other method of allocation which does not take account of the equitable
considerations referred to above in this Section 7. The aggregate amount paid or
payable by such indemnified party as a result of losses, liabilities, claims,
damages and expenses referred to above in this Section 7 shall be deemed to
include, subject to the limitations set forth above, any legal or other expenses
reasonably incurred by such indemnified party in investigating, preparing or
defending against any litigation, or any investigation or proceeding by any
governmental agency or body, commenced or threatened, or any claim whatsoever
based upon any such untrue or alleged untrue statement or omission or alleged
omission.



                                       31


         Notwithstanding the provisions of this Section 7, no Underwriter shall
be required to contribute any amount in excess of the amount by which the total
underwriting discounts and commissions received by such Underwriter with respect
to the offering of the ADSs exceeds the amount of any damages which such
Underwriter has otherwise been required to pay by reason of any such untrue or
alleged untrue statement or omission or alleged omission.

         Notwithstanding the provisions of this Section 7, no Selling
Shareholder shall be required to contribute any amount in excess of the amount
by which the total net proceeds (before deducting expenses but after deducting
underwriting commissions and discounts) received by such Selling Shareholder
from the sale of the ADSs, pursuant to this Agreement exceeds the amount of any
damages which such Selling Shareholder has otherwise been required to pay by
reason of any 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 Securities Act) shall be entitled to contribution from any
person who was not guilty of such fraudulent misrepresentation.

         For purposes of this Section 7, each person, if any, who controls an
Underwriter or a Selling Shareholder within the meaning of Section 15 of the
Securities Act or Section 20 of the Exchange Act, each Underwriter's affiliates
and selling agents and each Selling Shareholder's affiliates shall have the same
rights to contribution as such Underwriter or Selling Shareholder, and each
director of the Company, each officer of the Company who signed the Registration
Statement, and each person, if any, who controls the Company within the meaning
of Section 15 of the Securities Act or Section 20 of the Exchange Act shall have
the same rights to contribution as the Company. The Underwriters' respective
obligations to contribute pursuant to this Section 7 are several in proportion
to the number of Initial ADSs set forth opposite their respective names in
Schedule I hereto and not joint.

         The provisions of this Section shall not affect any agreement among the
Company and the Selling Shareholders with respect to contribution.

         8. Representations, Warranties and Agreements to Survive. All
representations, warranties and agreements contained in this Agreement or in
certificates of officers of the Company or any of its subsidiaries or the
Selling Shareholders submitted pursuant hereto, shall remain operative and in
full force and effect regardless of (i) any investigation made by or on behalf
of any Underwriter or its Affiliates or selling agents, any person controlling
any Underwriter, its officers or directors or any person controlling the Company
or any person controlling any Selling Shareholder and (ii) delivery of and
payment for the ADSs.

         9. Effectiveness of Agreement. This Agreement shall become effective
upon the later of (i) the execution and delivery hereof by the parties hereto
and (ii) receipt by the Company and the Representatives of notice of the
effectiveness of both the Registration Statement and the ADS Registration
Statement (or, if applicable, any post-effective amendment thereto).

         10. Termination of Agreement.


                                       32


                  (a) Termination; General. The Representatives may terminate
         this Agreement, by notice to the Company and the Selling Shareholders,
         at any time at or prior to the Initial Closing Date (i) if there has
         occurred any material adverse change in the financial markets in the
         United States, United Kingdom or Korea, any outbreak of hostilities
         involving the United States, United Kingdom or Korea or material
         escalation thereof or other calamity or crisis or any change or
         development involving a prospective material adverse change in national
         or international political, financial or economic conditions, in each
         case the effect of which is such as to make it, in the sole judgment of
         the Representatives, after consultation with the Company to the extent
         practicable, impracticable or inadvisable to market the ADSs or to
         enforce contracts for the sale of the ADSs, or (ii) if trading in any
         securities issued or guaranteed by the Company has been suspended or
         materially limited by the Commission or any exchange or in any
         over-the-counter market, or if trading generally on the New York Stock
         Exchange, the Nasdaq National Market or the KRX, has been suspended or
         materially limited, or minimum or maximum prices for trading have been
         fixed, or maximum ranges for prices have been required, by any of said
         exchanges or by such system or by order of the Commission, the National
         Association of Securities Dealers, Inc. or any other governmental
         authority (other than as a result of the maximum and minimum trading
         price system of the KRX, or (iii) a material disruption has occurred in
         commercial banking in Korea or in the United States or the securities
         settlement or clearance services in the United States, or (iv) if a
         general moratorium on commercial banking has been declared by either
         Federal, New York or the Korean authorities.

                  (b) Liabilities. If this Agreement is terminated pursuant to
         this Section, such termination shall be without liability of any party
         to any other party except as provided in Section 12 hereof, and
         provided further that Sections 3, 6, 7 and 8 shall survive such
         termination and remain in full force and effect.

         11. Default by One or More of the Underwriters. If one or more of the
Underwriters shall fail at the Initial Closing Date or the Additional Closing
Date, as the case may be, to purchase the ADSs which it or they are obligated to
purchase under this Agreement (the "DEFAULTED ADSS", the Representatives shall
have the right, within 36 hours thereafter, to make arrangements for one or more
of the non defaulting Underwriters, or any other underwriters, to purchase all,
but not less than all, of the Defaulted ADSs in such amounts as may be agreed
upon and upon the terms herein set forth; if, however, the Representatives shall
not have completed such arrangements within such 36 hour period, then the
Company shall be entitled to a further period of 36 hours within which to
procure other persons satisfactory to the non-defaulting Underwriters to
purchase such ADSs on such terms. If, after giving effect to any arrangements
for the purchase of the ADSs of a defaulting Underwriter or Underwriters by the
non-defaulting Underwriters and the Company as provided herein, then:

                           (i) if the number of Defaulted ADSs does not exceed
                  10% of the number of Securities to be purchased on such date,
                  each of the non defaulting Underwriters shall be obligated,
                  severally and not jointly, to purchase the full amount thereof
                  in the proportions that their respective underwriting
                  obligations hereunder bear to the underwriting obligations



                                       33


                  of all non defaulting Underwriters, or

                           (ii) if the number of Defaulted ADSs exceeds 10% of
                  the number of Securities to be purchased on such date, this
                  Agreement or, with respect to any Additional Closing Date
                  which occurs after the Initial Closing, the obligation of the
                  Underwriters to purchase and of the Company to sell the Option
                  ADSs to be purchased and sold on such Additional Closing Date
                  shall terminate without liability on the part of any non
                  defaulting Underwriter.

         No action taken pursuant to this Section shall relieve any defaulting
Underwriter from liability in respect of its default.

         In the event of any such default which does not result in a termination
of this Agreement or, in the case of the Additional Closing Date which is after
the Initial Closing, which does not result in a termination of the obligation of
the Underwriters to purchase and the Company to sell the relevant Option ADSs,
as the case may be, either (i) the Representatives or (ii) the Company and any
Selling Shareholder shall have the right to postpone the Initial Closing Date or
the Additional Closing Date, as the case may be, for a period not exceeding
seven days in order to effect any required changes in the Registration Statement
or Prospectus or in any other documents or arrangements. As used herein, the
term "Underwriter" includes any person substituted for an Underwriter under this
Section 11.

         12. Payment of Expenses; Taxes. The Company, the Underwriters and the
Selling Shareholders shall pay such fees, expenses and taxes incurred in
connection with the transactions contemplated herein in accordance with the
provisions of a side letter agreement dated the date hereof among such parties
relating to the payment of such fees and expenses.

         13. Persons Entitled to Benefit of Agreement. This Agreement shall
inure to the benefit of and be binding upon the parties hereto and their
respective successors and the officers and directors and any controlling persons
referred to in Section 6 hereof. Nothing in this Agreement is intended or shall
be construed to give any other person any legal or equitable right, remedy or
claim under or in respect of this Agreement or any provision contained herein.
No purchaser of ADSs from any Underwriter shall be deemed to be a successor
merely by reason of such purchase.

         14. Certain Defined Terms. For purposes of this Agreement, (a) except
where otherwise expressly provided, the term "affiliate" has the meaning set
forth in Rule 405 under the Securities Act; and (b) the term "business" day
means any day other than a day on which banks are permitted or required to be
closed in New York City or Seoul, Korea; and (c) the term "LIBOR" means, for
U.S. dollar deposits for a period of six (6) months, or such other period to be
determined by the Representatives and the Company if such rate is not available,
that appears on the screen display designated as "Page 3750" on the Telerate
Service (or such other screen display or service as may replace it for the
purpose of displaying British Bankers' Association LIBOR rates for U.S. dollar
deposits in the London interbank market) at or about 11:00 a.m. London time on
the Closing Date or the Additional Closing Date, as the case may be.



                                       34


         15. Miscellaneous.


                  (a) Authority of the Representatives. Any action by the
         Underwriters hereunder may be taken by the Representatives on behalf of
         the Underwriters, and any such action taken by the Representatives
         shall be binding upon the Underwriters.

                  (b) Notices. All notices and other communications hereunder
         shall be in writing and shall be deemed to have been duly given if
         mailed or transmitted and confirmed by any standard form of
         telecommunication. Notices to the Underwriters shall be given to the
         Representatives c/o Merrill Lynch, Pierce, Fenner & Smith Incorporated
         (fax: (+1) 212 [  ]); Attention: Equity Capital Markets. Notices to the
         Company shall be given to it at:

                                 WiderThan Co., Ltd.
                                 17F K1 REIT Building
                                 463 Chungjeong-ro 3-ga
                                 Seoul, Korea 120-709
                                 Attention: Don Rim
                                 fax: 822-2014-5004

                                 with a copy to:

                                 WiderThan Americas, Inc.
                                 11 West 42nd Street, 11th Floor
                                 New York, New York 10036 U.S.A.
                                 Attention: Dan Nemo
                                 fax: 1-212-391-6668

         Notices to the Selling Shareholders shall be given to the following
persons:

                                 Nokia Venture Partners II, L.P.
                                 545 Middlefield Road
                                 Suite 210
                                 Menlo Park, CA  94025 U.S.A.
                                 Attention:  David Jaques
                                 Chief Financial Officer
                                 fax:  1-650-462-7252

                                 i-Hatch Ventures, L.P.
                                 599 Broadway
                                 8th Floor
                                 New York, New York  10021 U.S.A.
                                 Attention:  Andrew Sutton
                                 fax:  1-212-208-2505


                                       35


                                 with a copy to

                                 Holland & Knight LLP
                                 195 Broadway
                                 New York, New York  10007 U.S.A.
                                 Attention:  Neal N. Beaton
                                 fax:  1-212-341-7103


                                 General Atlantic Service Corporation
                                 3 Pickwick Plaza
                                 Greenwich, CT 06830 U.S.A.
                                 Attention: David A. Rosenstein
                                 fax: 1-203-622-8818

                                 with a copy to:

                                 Paul, Weiss, Rifkind, Wharton & Garrison LLP
                                 1285 Avenue of the Americas
                                 New York, NY 10019-6064
                                 Attention: Raphael M. Russo
                                 fax: (212) 757-3990


                                 Dan Nemo (as Attorney-in-fact of certain
                                 Selling Shareholders)
                                 WiderThan Americas, Inc.
                                 11 West 42nd Street, 11th Floor
                                 New York, New York 10036 U.S.A.
                                 fax: 1-212-391-6668


                  (c) Governing Law. This Agreement shall be governed by and
         construed in accordance with the laws of the State of New York.

                  (d) Counterparts. This Agreement may be signed in counterparts
         (which may include counterparts delivered by any standard form of
         telecommunication), each of which shall be an original and all of which
         together shall constitute one and the same instrument.

                  (e) Amendments or Waivers. No amendment or waiver of any
         provision of this Agreement, nor any consent or approval to any
         departure therefrom, shall in any event be effective unless the same
         shall be in writing and signed by the parties hereto.

                  (f) Jurisdiction and Venue; Agent for Service. To the fullest
         extent permitted by applicable law, each of the Company and the Selling
         Shareholders irrevocably (i) agrees that any legal suit, action or
         proceeding arising out of or based upon this


                                       36


         Agreement or the transactions contemplated hereby may be instituted in
         any state or federal court located in the Borough of Manhattan, The
         City of New York (each, a "New York Court"), (ii) waives, to the
         fullest extent it may effectively do so, any objection which it may now
         or hereafter have to the laying of venue of any such proceeding and
         (iii) submits to the non-exclusive jurisdiction of such courts in any
         such suit, action or proceeding. The Company and each Selling
         Shareholder that is not domiciled in the U.S.A. has irrevocably
         designated and appointed WiderThan Americas, Inc. at 11 West 42nd
         Street, 11th Floor, New York, New York 10036, as its authorized agent
         (the "Authorized Agent") upon whom process may be served in any such
         suit, action or proceeding in any New York Court and expressly consents
         to the non-exclusive jurisdiction of any such court in respect of any
         such suit, action or proceeding and waives, to the fullest extent
         permitted by applicable law, any other requirements of, or objections
         to, personal jurisdiction with respect thereto. The Company represents
         and warrants that the Authorized Agent has agreed to act as such agent
         for service of process and agrees to take any and all action, including
         the filing of any and all documents and instruments, that may be
         necessary to continue such appointment in full force and effect as
         aforesaid; provided that if for any reason the Authorized Agent named
         above ceases to act as Authorized Agent hereunder for the Company, the
         Company will appoint another person acceptable to the Representatives
         in the Borough of Manhattan, The City of New York and the State of New
         York, as Authorized Agent. Service of process upon the Authorized Agent
         and written notice of such service to the Company shall be deemed, in
         every respect, effective service of process on the Company.

                  (g) Judgment Currency. In respect of any judgment or order
         against the Company or a Selling Shareholder given or made for any
         amount due hereunder that is expressed and paid in a currency (the
         "JUDGMENT CURRENCY") other than United States dollars, to the fullest
         extent permitted by applicable law, the Company and such Selling
         Shareholder, severally and not jointly, will indemnify each Underwriter
         against any loss incurred by such Underwriter as a result of any
         variation as between (i) the rate of exchange at which the United
         States dollar amount is converted into the judgment currency for the
         purpose of such judgment or order and (ii) the rate of exchange at
         which an Underwriter is able to purchase United States dollars with the
         amount of the judgment currency actually received by such Underwriter.
         The foregoing indemnity shall constitute a separate and independent
         several obligation of the Company and any Selling Shareholder subject
         to such judgment or order and shall continue in full force and effect
         notwithstanding any judgment or order as aforesaid. The term "rate of
         exchange" shall include any premiums and costs of exchange payable in
         connection with the purchase of, or conversion into, United States
         dollars.

                  (h) Headings. The headings herein are included for convenience
         of reference only and are not intended to be part of, or to affect the
         meaning or interpretation of, this Agreement.



                                       37


         If the foregoing is in accordance with your understanding, please
indicate your acceptance of this Agreement by signing in the space provided
below.

                                       Very truly yours,

                                       WIDERTHAN CO., LTD.

                                       By:
                                           -------------------------------------
                                           Name:
                                           Title:

NOKIA VENTURE PARTNERS II, L.P.               NVP AFFILIATES FUND II, L.P.

By:                                           By:
       ---------------------------                   ---------------------------
       Name:                                         Name:
       Title:                                        Title:




I-HATCH VENTURES, L.P.                        I-HATCH ADVISORS, L.P.

By:                                           By:
       ---------------------------                   ---------------------------
       Name:                                         Name:
       Title:                                        Title:




I-HATCH WTC HOLDINGS, LLC                     ZT HOLDINGS, LLC

By:                                           By:
       ---------------------------                   ---------------------------
       Name:                                         Name:
       Title:                                        Title:




GENERAL ATLANTIC                              GAP COINVESTMENT
     PARTNERS 64, L.P.                             PARTNERS II, L.P.

By:                                           By:
       ---------------------------                   ---------------------------
       Name:                                         Name:
       Title:                                        Title:




SELLING SHAREHOLDERS

By:
       ---------------------------
       Name:
       Title: Attorney-in-fact, acting on behalf
              of the Selling Shareholders who
              executed Powers of Attorney





                                       38


                                     Accepted: _______, 2005

                                     J.P. MORGAN SECURITIES INC.

                                     By:
                                         -------------------------------------
                                         Name:
                                         Title:



                                     MERRILL LYNCH, PIERCE, FENNER
                                       & SMITH INCORPORATED

                                     By:
                                         -------------------------------------
                                         Name:
                                         Title:

                                     For themselves and on behalf of the several
                                     Underwriters listed in Schedule I hereto.







                                       39



                                                                     SCHEDULE I



                                                             NUMBER OF INITIAL ADSs     NUMBER OF INITIAL
                     U.S. UNDERWRITERS                       TO BE PURCHASED FROM     ADSs TO BE PURCHASED
                     -----------------                             THE COMPANY           FROM THE SELLING
                                                                                           SHAREHOLDERS
                                                                                 

J.P. Morgan Securities Inc. ...........................

Merrill Lynch, Pierce, Fenner & Smith
               Incorporated ...........................

Lehman Brothers Inc. ..................................


Total..................................................
                                                             ======================    ====================





                                                             NUMBER OF INITIAL ADSs     NUMBER OF INITIAL
                INTERNATIONAL UNDERWRITERS                    TO BE PURCHASED FROM     ADSs TO BE PURCHASED
                --------------------------                         THE COMPANY           FROM THE SELLING
                                                                                           SHAREHOLDERS
                                                                                 
J.P. Morgan Securities Ltd. ...........................

Merrill Lynch International ...........................

Lehman Brothers International (Europe) ................



Total..................................................
                                                             ======================    ====================






                                       40


                                                                    SCHEDULE II

                          LIST OF SELLING SHAREHOLDERS



                                                                                NUMBER OF COMMON SHARES
SELLING SHAREHOLDERS                                                        TO BE SOLD IN THE FORM OF ADSs
- ----------------------------------------------------------------- ----------------------------------------------------
                                                                         
   Melody Share Corporation                                                                      876,167
   Tae Won Chey                                                                                  171,638
   Nokia Venture Partners/Blue Run Ventures                                                      445,835
   i-Hatch                                                                                       336,326
   General Atlantic Partners                                                                     102,521
   Mark Caron                                                                                     20,401
   A. Douglas Henderson Revocable Trust                                                               48
   Dan Oakley                                                                                         22
   David Warmflash                                                                                 3,770
   Glenn Dorsey                                                                                      344
   Harto Family Partners, L.P.                                                                     1,833
   James M. Lyon                                                                                      48
   Joel-Andre Ornstein                                                                               533
   K&A Trust                                                                                       1,833
   Lyon, Stubb & Tompkins, Inc.                                                                       48
   Maureen C. Tompkins                                                                               163
   Michael Miller                                                                                  5,607
   Mount Washington Associates, L.L.C.                                                                18
   Parande, S.A.                                                                                   8,570
   Ted Nierenberg                                                                                     17
   The Washington Dinner Club, LLC                                                                23,296
   Vairam Alagappan                                                                                  337
   Dan Nemo                                                                                          625
- ----------------------------------------------------------------- ----------------------------------------------------
   TOTAL                                                                                       2,000,000
- ----------------------------------------------------------------- ----------------------------------------------------







                                       41


                                                                   SCHEDULE III

                                  SUBSIDIARIES





                                                                            Company Percentage
Name of Subsidiary                  Jurisdiction of Organization            Ownership
- -----------------------------       ----------------------------            ------------------
                                                                      

PT WiderThan Indonesia              Indonesia                               100%

WiderThan UK Ltd.                   United Kingdom                          100%

WiderThan Americas, Inc             Delaware                                100%



                                       42


                                                                    SCHEDULE IV

                   LIST OF PERSONS TO DELIVER A LOCK-UP LETTER
                    IN THE FORM SET FORTH IN EXHIBIT A HERETO


                           [TO BE PROVIDED BY COMPANY]











                                       43



                                                                      ANNEX A-I

                 Form of Opinion of U.S. Counsel for the Company


(i)      The Deposit Agreement has been duly executed and delivered by the
         Company in accordance with the laws of the State of New York and,
         assuming that the Deposit Agreement constitutes a valid and legally
         binding agreement of the Depositary, constitutes a valid and legally
         binding agreement of the Company enforceable in accordance with its
         terms.

(ii)     Assuming the due authorization, execution, issuance and delivery by the
         Depositary of ADRs evidencing the ADSs against the deposit of the
         Shares in accordance with the provisions of the Deposit Agreement and
         payment therefor in accordance with the Underwriting Agreement, such
         ADSs will be duly and validly issued and persons in whose names such
         ADRs are registered will be entitled to the benefits specified therein
         and in the Deposit Agreement.

(iii)    The Underwriting Agreement has been duly executed and delivered by the
         Company in accordance with the laws of the State of New York.

(iv)     The ADSs, the ADRs and the Deposit Agreement conform, in all material
         respect, to the description thereof contained in the Prospectus under
         the caption "Description of American Depositary Shares."

(v)      Based upon the foregoing, and subject to the qualifications,
         assumptions and limitations herein, and in the Registration Statement,
         we hereby confirm our opinion set forth in the Registration Statement
         under the caption "Taxation -- U.S. federal income tax considerations."

(vi)     [The deposit of the Shares and the issuance of the ADRs pursuant to the
         Deposit Agreement, the issuance and sale of the ADSs pursuant to the
         Underwriting Agreement, the performance by the Company of its
         obligations under the Underwriting Agreement, and the performance by
         the Company of its obligations under the Deposit Agreement will not
         result in any violation of any U.S. federal or New York state statute
         or any rule or regulation known to us and applicable to the Company, or
         any order issued pursuant to any U.S. federal or New York state statute
         by any U.S. federal or New York state governmental agency or body.]

(vii)    [No consent, approval, authorization, order, registration or
         qualification of or with any U.S. federal or New York governmental
         agency or body is required for the deposit of the Shares and the
         issuance of the ADRs pursuant to the Deposit Agreement, the issuance
         and sale of the ADSs pursuant to the Underwriting Agreement, the
         performance by the Company of its obligations under the Underwriting
         Agreement and


                                   Annex A-1-1


         the Deposit Agreement, except such as have been obtained and made under
         the Securities Act of 1933 (the "ACT") and such as may be required
         under state securities laws. ]

(viii)   The Registration Statements and the ADS Registration Statement have
         been declared effective under the Act and, to our knowledge, no stop
         order suspending the effectiveness of the Registration Statements or
         the ADS Registration Statement has been issued or threatened by the
         Commission.

(ix)     Under the laws of the State of New York relating to personal
         jurisdiction, the Company has, pursuant to Section 15 of the
         Underwriting Agreement and Section [ ] of the Deposit Agreement,
         validly and irrevocably submitted to the personal jurisdiction of any
         state or federal court located in the Borough of Manhattan, The City of
         New York, New York (each a "New York Court" in any action arising out
         of or relating to the Underwriting Agreement or the Deposit Agreement
         or the transactions contemplated hereby or thereby, has validly and
         irrevocably waived any objection to the venue of a proceeding in any
         such court, and has validly and irrevocably appointed WiderThan
         Americas Inc. at 11 42nd Street, 11th Floor, New York, New York 10036
         as its authorized agent for the purpose described in Section 15 of the
         Underwriting Agreement and Section [ ] of the Deposit Agreement; and
         service of process effected on such agent in the manner set forth in
         Section 15 of the Underwriting Agreement and Section [ ] of the Deposit
         Agreement will be effective to confer valid personal jurisdiction over
         the Company.

(x)      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 "investment company" as
         defined in the Investment Company Act of 1940.

(xi)     The Registration Statement, the ADS Registration Statement and the
         Prospectus, and each amendment or supplement thereto, as of their
         respective effective or issue dates, complied as to form in all
         material respects with the requirements of the Act and the rules and
         regulations thereunder; we have no reason to believe that any part of
         the Registration Statement and the ADS Registration Statement, and each
         amendment thereto, as of its effective date or as of the date of this
         opinion, contained any untrue statement of a material fact or omitted
         to state any material fact required to be stated therein or necessary
         to make the statements therein not misleading; or that the Prospectus
         or any amendment or supplement thereto, as of its issue date or as of
         the date of this opinion, contained any untrue statement of a material
         fact or omitted to state any material fact necessary in order to make
         the statements therein, in the light of the circumstances under which
         they were made, not misleading; the descriptions in the Registration
         Statements, the ADS Registration Statement and Prospectus of statutes,
         legal and governmental proceedings and contracts and other documents
         are accurate and fairly present the information required to be shown;
         and we do not know of any legal or governmental proceedings required to
         be described in the Registration Statement, the ADS Registration
         Statement or the Prospectus which are not described as required or of
         any contracts or documents of a character required to be described in



                                   Annex A-1-2


         the Registration Statement, the ADS Registration Statement or the
         Prospectus or to be filed as exhibits to the Registration Statement or
         the ADS Registration Statement which are not described and filed as
         required; it being understood that we express no opinion as to the
         financial statements or other financial data contained in the
         Registration Statement, the ADS Registration Statement or the
         Prospectus.





                                   Annex A-1-3



                                                                     ANNEX A-II

        Form of Opinion of International Counsel for Selling Shareholders


1.       The [Company/Partnership] is duly registered under the laws of
         [jurisdiction];

2.       The [Company/Partnership] has the power and authority to enter into,
         and to exercise its rights and perform its contemplated obligations
         under the Agreements;

3.       The Underwriting Agreement has been duly and validly authorized,
         executed and delivered by or on behalf of each of the Selling
         Shareholders;

4.       The Custody Agreement and the Power of Attorney of each Selling
         Shareholder have been duly authorized, executed and delivered by such
         Selling Shareholder and are valid and legally binding agreements of
         such Selling Shareholder;

5.       The deposit of the Shares by such Selling Shareholder with the
         Depositary against issuance of the ADRs evidencing the ADSs to be
         delivered by such Selling Shareholder, the sale of the ADSs sold by
         each of the Selling Shareholders, and the execution and delivery by
         such Selling Shareholder of, and the performance by such Selling
         Shareholder of its obligations under, the Underwriting Agreement, the
         Power of Attorney and the Custody Agreement and the consummation of the
         transaction contemplated thereby 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
         [jurisdiction] governmental agency or body or any court in
         [jurisdiction] having jurisdiction over the [Company/Partnership]or any
         of the properties or any agreement or instrument to which the
         [Company/Partnership]is a party or by which the [Company/Partnership]
         is bound or to which any of the properties of the [Company/Partnership]
         is subject or the charter, by-laws or other organizational documents of
         such Selling Shareholder;

6.       No Governmental Authorization of the [specific government] is required
         for the execution, delivery and performance of the Underwriting
         Agreement, the Custody Agreement and the Power of Attorney by each of
         the Selling Shareholders and consummation of the transactions
         contemplated thereby including the sale of the ADSs by the Selling
         Shareholders or the deposit of the Ordinary Shares with the Depositary
         against issuance of the ADSs evidencing the ADRs to be delivered at the
         Closing Date;

7.       Each of the Selling Shareholders has validly submitted to the personal
         jurisdiction of any state or federal court located in the Borough of
         Manhattan, The City of New York in any action arising out of or
         relating to the Underwriting Agreements and the transactions
         contemplated therein and has validly and effectively waived any
         objection to the venue of a proceeding in any such court as provided in
         Section 15



                                   Annex A-2-1

         of the Underwriting Agreement; each Selling Shareholder that is not
         domiciled in the U.S. has irrevocably designated and appointed
         WiderThan Americas, Inc. as its authorized agent for the purpose
         described in Section 15 of the Underwriting Agreement; and service of
         process in the manner set forth in Section 15 of the Underwriting
         Agreement is effective to confer valid personal jurisdiction over the
         Selling Shareholders;

8.       Each of the Selling Shareholder is the sole owner of the Shares to be
         sold by it and has the full right, power and authority to sell, assign,
         transfer and deliver such Shares in the form of ADSs pursuant to this
         Agreement; such Selling Shareholder has, and immediately prior to each
         Closing Date, as applicable, will have, good and valid title to such
         Shares, free and clear of all liens, encumbrances, equities or claims;
         and upon the sale and delivery to the Underwriters of such ADSs and
         payment therefor, pursuant to this Agreement, good and valid title to
         such ADSs, free and clear of all liens, encumbrances, equities or
         claims, will be freely transferable by the Selling Shareholder to the
         Underwriters;




                                   Annex A-1-2





                                                                        ANNEX B

                Form of Opinion of Korean Counsel to the Company
                          and the Selling Shareholders


(i)      The Company and each of its Korean subsidiaries have been duly
         organized and are validly existing under the laws of Korea, are duly
         qualified to do business in Korea, and have all power and authority
         necessary to own or hold their respective properties and to conduct the
         businesses in which they are engaged, except where the failure to be so
         qualified or have such power or authority would not, individually or in
         the aggregate, have a Material Adverse Effect.

(ii)     The Company has an authorized capitalization as set forth in the
         Prospectus under the heading "Capitalization" all of the issued and
         outstanding shares of capital stock of the Company have been duly and
         validly authorized and issued and are fully paid and non-assessable;
         the capital stock of the Company conforms in all material respects to
         the description thereof contained in the Prospectus; and all of the
         issued and outstanding shares of capital stock or other equity
         interests of each Korean subsidiary of the Company have been duly and
         validly authorized and issued, are fully paid and non-assessable and
         the Company directly owns approximately the percentage of the issued
         and outstanding capital stock of each Korean subsidiary set out in
         Schedule II of the Underwriting Agreement.

(iii)    The stockholders of the Company have no outstanding rights (including,
         without limitation, pre-emptive rights), warrants or options to
         acquire, or instruments convertible into or exchangeable for, any
         shares of capital stock or other equity interests of the Company, or
         any contract, commitment, agreement, understanding or arrangement of
         any kind relating to the issuance of any capital stock of the Company,
         any such convertible or exchangeable securities or any such rights,
         warrants or options (except for employee stock option plans existing on
         the date hereof for the Company). Except as set forth in the
         Registration Statement and the Prospectus, the Shares may be freely
         deposited with the Korea Securities Depository for the account and
         benefit of the Depositary against issuance of ADRs evidencing ADSs; the
         Shares and ADSs are freely transferable by the Company to or for the
         account of the several Underwriters and are freely transferable by the
         several Underwriters to the initial purchasers thereof; and there are
         no restrictions on subsequent transfers of the Shares or ADSs under the
         laws of Korea or the Deposit Agreement.

(iv)     Each of the Selling Shareholders has valid and unencumbered title to
         the Shares to be sold in the form of ADSs pursuant to the Underwriting
         Agreement.

(v)      All dividends and other distributions declared and payable on the
         shares of capital stock of the Company (including any such dividends or
         distributions to be paid to the Depositary) to a non-resident of Korea
         who legitimately holds such shares may under the current laws and
         regulations of Korea be converted into foreign currency that may



                                    Annex B-1


         be remitted out of Korea, subject to the requirement to submit relevant
         documents to the designated foreign exchange bank in Korea to verify
         (x) that the amount being remitted conforms to the amount required to
         be paid, and (y) whether or not any necessary approval or report
         requirement, if any, has been met. There is no preference in respect of
         dividends or of amounts payable in the event of any voluntary or
         involuntary liquidation or dissolution of the Company among the Common
         Shares and other outstanding shares of capital stock of the Company and
         all holders (on the record date) of such Common Shares will be
         entitled, on the same basis as such other outstanding shares of capital
         stock of the Company, to payment of full dividends, if any such
         dividends are declared.

(vi)     The Company has full right, power and authority to execute and deliver
         each of the Transaction Documents and to perform its obligations
         thereunder; and all action required to be taken for the due and proper
         authorization, execution and delivery of each of the Transaction
         Documents and the consummation of the transactions contemplated thereby
         have been duly and validly taken. The Underwriting Agreement has been
         duly authorized, executed and delivered by the Company. The Deposit
         Agreement has been duly authorized, executed and delivered by the
         Company and constitutes a valid and binding agreement of the Company,
         enforceable against the Company in accordance with its terms.

(vii)    Each of the Selling Shareholders has all necessary power and authority
         to execute and deliver the Underwriting Agreement and perform its
         obligations thereunder, and the Underwriting Agreement has been duly
         authorized, executed and delivered by each of the Selling Shareholders.

(viii)   As of [DATE], which was the most recent date on which the register of
         the Company's shareholders was closed, each of the Selling Shareholders
         (NAME OF SELLING SHAREHOLDERS) was registered as a holder of [NUMBER]
         Common Shares [and [NUMBER] Common Shares, respectively,] and there was
         no registration of any pledge, lien, encumbrance or any similar claim
         on such shares on the registry of shareholders of the Company.

(ix)     Based on the assumption that, at the time of the transfer by the
         Selling Shareholders to the Custodian for the Depositary of the Shares
         underlying the ADSs and the payment by the Underwriters therefor
         pursuant to the Underwriting Agreement, neither the Depositary nor the
         Underwriters are aware, of any adverse claims relating to the Selling
         Shareholders' ownership of such Shares, the Depositary will, upon
         transfer by the Selling Shareholder[s] to the Custodian for the
         Depository of the Shares underlying the ADSs and payment by the
         Underwriters therefor in the manner provided for in the Underwriting
         Agreement, acquire good and valid title to the Shares free and clear of
         any pledge, lien, encumbrance, equity or claim.

(x)      To ensure the validity, enforceability or admissibility into evidence
         of the Underwriting Agreement, the ADSs or the Deposit Agreement, it is
         not necessary that the Underwriting Agreement, the ADSs or the Deposit
         Agreement or any other


                                    Annex B-2


         document to be furnished thereunder be filed or recorded with any court
         or other authority in Korea or that any tax of Korea (other than stamp
         tax) or any political subdivision thereof be paid on or in respect of
         any such document, provided that in order to be admissible in a Korean
         court, the above referenced documents should be accompanied by a Korean
         language translation thereof.

(xi)     The deposit of the Shares with the Depositary against receipt of ADRs
         evidencing the ADSs, the sale of the Shares and the issue of the ADSs
         and the performance by the Company of its obligations under the
         Underwriting Agreement, any options to purchase additional Shares
         thereunder and the Deposit Agreement, the execution and delivery by the
         Company of the Underwriting Agreement and the Deposit Agreement and the
         consummation of the transactions therein contemplated, to the best of
         our knowledge, will not conflict with or result in a breach or
         violation of any of the terms or provisions of, or constitute a default
         (or an event which with notice or lapse of time, or both, would
         constitute a default) or give rise to any right to accelerate the
         maturity or require the prepayment or require consent under, or result
         in the creation or imposition of any lien, charge or encumbrance upon
         any property or assets of the Company pursuant to the terms of, any
         indenture, mortgage, deed of trust, loan agreement or other agreement
         or instrument to which the Company is a party or by which the Company
         is bound or to which any of the property or assets of the Company is
         subject; nor will such actions result in any violation of, or conflict
         with, the provisions of the articles of incorporations of the Company
         or any other statute, law, order, decree, rule or regulation having the
         force of law of any court or governmental agency or body having
         jurisdiction over the Company or any of its properties or assets.

(xii)    The sale of the Shares underlying the ADSs to be sold by each of the
         Selling Shareholders under the Underwriting Agreement and the
         performance by such Selling Shareholder of its obligations under the
         Underwriting Agreement, the execution and delivery of the Underwriting
         Agreement and the consummation of the transactions by each of the
         Selling Shareholders contemplated in the Underwriting Agreement, will
         not result in any violation of, or conflict with the provisions of the
         articles of incorporations of such Selling Shareholder or any other
         statute, law, order, decree, rule or regulation having the force of law
         of any court or governmental agency or body having jurisdiction over
         such Selling Shareholder.

(xiii)   No consent, approval, authorization or order of, or qualification with,
         any governmental body or agency of Korea is required under Korean law
         for the deposit of the Shares with the Depositary against receipt of
         ADRs evidencing the ADSs, the issue and sale of the ADSs and the
         performance by each of the Company or the Selling Shareholders of its
         obligations under the Underwriting Agreement and the Deposit Agreement,
         as the case may be, except for (i) the written report filed with the
         Ministry of Finance and Economy of Korea which has been filed and (ii)
         the registration of the issuance of the 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 Shares.


                                    Annex B-3



(xiv)    The statements of Korean law set forth in the Prospectus and the
         Registration Statement under the captions "Risk Factors", "Business",
         "Management," "Principal Shareholders", Description of Capital Stock",
         "Korean Foreign Exchange Controls and Securities Regulations" and
         "Enforceability of Civil Liability" are true and correct in all
         material respects.

(xv)     The statements set forth in the Prospectus and the Registration
         Statement under the heading "Taxation--Korean Taxation" insofar as such
         statements purport to summarize material Korean tax laws relating to
         the ADSs, provide a complete, fair and accurate summary of the material
         Korean tax consequences of an investment in the ADSs by certain
         non-residents of Korea.

(xvi)    The Registration Statement and the ADS Registration Statement and the
         filing of the Registration Statement and the ADS Registration Statement
         with the Commission have been duly authorized by and on behalf of the
         Company; and each of the Registration Statement and the ADS
         Registration Statement has been duly executed pursuant to such
         authorization by and on behalf of the Company.

(xvii)   Each Transaction Document conforms in all material respects to the
         description thereof contained in the Registration Statement and the
         Prospectus.

(xviii)  The Company and its Korean subsidiaries own, possess or have obtained
         all licenses, certificates, permits and other authorizations issued
         from, and have made all declarations and filings with, the appropriate
         governmental or regulatory authorities that are necessary for the
         ownership or lease of their properties or the conduct of their
         businesses in Korea, as described in the Registration Statement and the
         Prospectus, except where the failure to possess or make the same would
         not, individually or in the aggregate, have a Material Adverse Effect;
         and except as described in the Registration Statement and the
         Prospectus, the Company or any of its Korean subsidiaries has not
         received notice of any revocation or modification of any such license,
         certificate, permit or authorization or has any reason to believe that
         any such license, certificate, permit or authorization will not be
         renewed in the ordinary course.

(xix)    The Company and its Korean subsidiaries own, are licensed or possess
         adequate rights to use all Intellectual Property necessary for the
         conduct of their respective businesses; and the conduct of their
         respective businesses will not conflict in any material respect with
         any such rights of others, and neither the Company nor any of its
         Korean subsidiaries has received any notice of any claim of
         infringement or conflict with any such rights of others except those
         that (i) do not materially interfere with the use made and proposed to
         be made of such Intellectual Property by the Company or (ii) could not
         reasonably be expected, individually or in the aggregate, to have a
         Material Adverse Effect.

(xx)     The Company and its Korean subsidiaries have good and marketable title
         to all real property and good and marketable title to, or have a valid
         right to lease or otherwise use, all items of real and personal
         property that are material to the respective businesses


                                    Annex B-4


         of the Company and its Korean subsidiaries, in each case free and clear
         of all liens, encumbrances, claims, defects and imperfections of title,
         except those that (i) do not materially interfere with the use made and
         proposed to be made of such property by the Company or its Korean
         subsidiaries or (ii) could not reasonably be expected, individually or
         in the aggregate, to have a Material Adverse Effect.

(xxi)    Under the laws of Korea, each holder of ADRs evidencing ADSs issued
         pursuant to the Deposit Agreement shall be entitled, subject to the
         Deposit Agreement, to seek enforcement of its rights as legal owner of
         the Shares underlying the ADSs through the Depositary or its nominee
         registered as representative of the beneficial owners of the ADSs in a
         suit, action or proceeding against the Company.

(xxii)   Other than as described in the Registration Statement and the
         Prospectus, no governmental approvals are currently required in Korea
         in order for the Company to pay cash dividends or other distributions
         declared by the Company to holders of Common Stock, including the
         Depositary or its nominee, or for the conversion by the Depositary of
         any cash dividends paid in Won to U.S. dollars or the repatriation
         thereof out of Korea and no other withholding or other taxes under the
         laws and regulations of Korea will be imposed in connection with the
         declaration and payment by the Company of dividends and other
         distributions in respect of shares of its capital stock.

(xxiii)  Each of the Company and the Selling Shareholders would not, under the
         laws of Korea, be entitled to plead, or cause to be pleaded on its
         behalf, sovereign immunity with respect to any of its obligations under
         the Deposit Agreement, the Underwriting Agreement, the ADSs or the
         ADRs.

(xxiv)   Each of the Company and the Selling Shareholders has the power, under
         the laws of Korea, to submit, and has taken all necessary action
         (corporate or otherwise) to submit, including, to the extent necessary
         under the laws of Korea, a valid waiver of immunity, to the
         jurisdiction of any New York Courts, and to appoint, and has taken all
         necessary action (corporate or otherwise) to appoint, WiderThan USA as
         the authorized agent of each of the Company and the Selling
         Shareholders, respectively, for the purposes and to the extent
         described in the Underwriting Agreement and the Deposit Agreement, as
         the case may be. Under the laws of Korea, neither the Company nor the
         Selling Shareholders nor any of their respective properties or assets,
         whether in the United States or in Korea, is immune from any attachment
         in aid of execution of, or from execution upon, any judgment of any
         such court.

(xxv)    The Underwriters would be permitted to commence actions or proceedings
         in Korean courts of competent jurisdiction based on the Underwriting
         Agreement and the Deposit Agreement and the holders of the Shares or
         the ADSs would be permitted to commence proceedings in Korean courts of
         competent jurisdiction over any such action or proceeding, and such
         Korean courts would recognize the agreement to the choice of law
         provisions set forth in the Underwriting Agreement and the Deposit
         Agreement insofar as the choice of law provisions thereof are valid
         under the law so chosen and the application of relevant provisions of
         the law so chosen is not manifestly contrary to the



                                    Annex B-5


         public policy of Korea; provided that, in case any legal proceeding is
         brought in a Korean court, the Korean court would apply (i) Korean law
         bearing upon the capacity of a Korean party to enter into contracts and
         (ii) the laws of Korea which should be mandatorily applied by their
         nature irrespective of the governing law.

(xxvi)   If any judgment of a competent court outside Korea was rendered against
         the Company or the Selling Shareholders in connection with any action
         arising out of or relating to the Underwriting Agreement, the Deposit
         Agreement or the ADRs, as the case may be, the courts of Korea will
         recognize such judgment as a valid judgment and enforce such judgment
         without re-examination of the merits; provided, that (a) such judgment
         was finally and conclusively given by a court having valid jurisdiction
         in accordance with the international jurisdiction principles under
         Korean law and applicable treaties, (b) the Company or the Selling
         Shareholders was duly served with service of process (other than by
         publication or similar means) in sufficient time to enable the Company
         or the Selling Shareholders to prepare its defense in conformity with
         applicable laws (provided that service of process by mail as
         contemplated under Section [ ] of the Deposit Agreement may not be
         considered duly served) or responded to the action without being served
         with process, (c) recognition of such judgment is not contrary to the
         public policy of Korea, and (d) judgments of the courts of Korea are
         accorded reciprocal treatment under the laws of the jurisdiction which
         renders such judgment.

(xxvii)  Except as set forth in the Prospectus and the Registration Statement,
         assuming that neither the Underwriting Agreement nor the Deposit
         Agreement is executed and delivered in Korea, 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 Korea or any political subdivision or taxing authority
         thereof or therein (other than Korean tax payable by reason of the fact
         that its income generally is subject to tax in the Korea) in connection
         with (i) the deposit with the Depositary of the Common Shares against
         issuance of the ADRs evidencing the ADSs, (ii) the transfer by the
         Selling Shareholders of the Common Shares underlying the ADSs to be
         sold by the Selling Shareholders in the manner contemplated by the
         Underwriting Agreement, (iii) the sale and transfer of ADSs to the
         Underwriters (except payment of selling concessions and underwriting
         concessions payable to the Underwriters, as to which we express no
         view) or (iv) the sale and delivery outside Korea by the Underwriters
         of ADSs to the purchasers thereof in the manner contemplated in the
         Underwriting Agreement and the Prospectus and the Registration
         Statement, except that Korean stamp tax, nominal in amount, must be
         paid if certain agreements are executed in Korea.

(xxviii) It is not necessary under the laws of Korea (i) to enable the
         Underwriters, any holder of ADSs or the Depositary, or any or all of
         them, to enforce their respective rights under the Underwriting
         Agreement, Deposit Agreement, the ADSs or any other document to be
         furnished hereunder, provided that they are not otherwise engaged in
         business in Korea, or (ii) solely by reason of the execution, delivery
         or consummation of any of the Underwriting Agreement, the Deposit
         Agreement, the ADSs or any other documents to


                                    Annex B-6


         be furnished thereunder, that any Underwriters, any holder of ADSs or
         the Depositary be licensed, qualified or entitled to carry out business
         in Korea.

(xxix)   No Underwriter or holder of ADSs will be deemed resident, domiciled,
         carrying on business or subject to taxation in Korea solely by reason
         of the execution, delivery, consummation or enforcement of the
         Underwriting Agreement, the Deposit Agreement, the ADSs or any other
         document to be furnished thereunder, provided that the execution,
         delivery, consummation or enforcement of such document by the
         Underwriters and the holder of Common Shares or ADSs takes place
         outside of Korea.

(xxx)    Other than as set forth in the Prospectus and the Registration
         Statement, there are no legal, governmental or regulatory
         investigations, actions, suits or proceedings pending to which the
         Company or any of its subsidiaries is or may be a party or to which any
         property of the Company or any of its subsidiaries is or may be the
         subject that, individually or in the aggregate, could have a material
         adverse effect on the business, properties, management, financial
         position, stockholders' equity, results of operations or prospects of
         the Company or on the performance by the Company of its obligations
         under the Underwriting Agreement, the Deposit Agreement, and the ADSs;
         and to the best of our knowledge, no such investigations, actions,
         suits or proceedings are threatened or, contemplated by any
         governmental or regulatory authority or threatened by others.

(xxxi)   Neither the Company nor any of its subsidiaries is (i) in violation of
         its articles of incorporation or by-laws or similar organizational
         documents; (ii) in default, and no event has occurred that, with notice
         or lapse of time or both, would constitute such a default, in the due
         performance or observance of any term, covenant or condition contained
         in any indenture, mortgage, deed of trust, loan agreement or other
         agreement or instrument to which the Company or any of its subsidiaries
         is a party or by which the Company or any of its subsidiaries is bound
         or to which any of the property or assets of the Company or any of its
         subsidiaries is subject; or (iii) in violation of any law or statute or
         any judgment, order, rule or regulation of any court or arbitrator or
         governmental or regulatory authority.

(xxxii)  We have no reason to believe that any part of the Registration
         Statement and the ADS Registration Statement, and each amendment
         thereto, as of its effective date or as of the date of this opinion,
         contained any untrue statement of a material fact or omitted to state
         any material fact required to be stated therein or necessary to make
         the statements therein not misleading; or that the Prospectus or any
         amendment or supplement thereto, as of its issue date or as of the date
         of this opinion, contained any untrue statement of a material fact or
         omitted to state any material fact necessary in order to make the
         statements therein, in the light of the circumstances under which they
         were made, not misleading; it being understood that we express no
         opinion as to the financial statements or other financial data
         contained in the Registration Statement, the ADS Registration Statement
         or the Prospectus.



                                    Annex B-7



                                                                        ANNEX C

                  Form of Opinion of Counsel to the Depositary



(i)      the Deposit Agreement has been duly authorized, executed and delivered
         by the Depositary and constitutes a valid and legally binding
         obligation of the Depositary and is enforceable against the Depositary
         in accordance with its terms, except insofar as enforceability may be
         limited by (a) applicable bankruptcy, insolvency, fraudulent
         conveyance, reorganization, moratorium or other laws relating to or
         affecting creditors' rights generally and (b) general principles of
         equity (whether considered in an action at law or in equity); and

(ii)     when ADRs evidencing ADSs are issued in accordance with the Deposit
         Agreement against the deposit, pursuant to the terms of the Deposit
         Agreement, of duly authorized, validly issued, fully paid and
         nonassessable Shares of the Company, the preemptive rights, if any,
         with respect to which have been validly waived or exercised, such ADRs
         will be validly issued and will entitle the Holders to the rights
         specified therein and in the Deposit Agreement.




                                    Annex C-1


                                                                        ANNEX D

                Form of Opinion of General Counsel of the Company


(i)      WiderThan Americas, Inc. is a corporation duly organized, validly
         existing and in good standing under the laws of Delaware, and has all
         corporate power required to own or hold its properties and to carry on
         its business as now conducted.

(ii)     Except as described in the Prospectus, there are no contracts,
         agreements or understandings known to me 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 Statement or in any securities being
         registered pursuant to any other registration statement filed by the
         Company under the U.S. Securities Act of 1933.



                                    Annex D-1





                                                                      EXHIBIT A

                            FORM OF LOCK-UP AGREEMENT

                                                     ____________________, 2005


MERRILL LYNCH & CO.
Merrill Lynch, Pierce, Fenner & Smith
               Incorporated
J.P. MORGAN SECURITIES INC.
     as Representatives of the several
     Underwriters to be named in the
     within-mentioned Underwriting Agreement

c/o Merrill Lynch & Co.
     Merrill Lynch, Pierce, Fenner & Smith
     Incorporated
     250 Vesey Street
     4 World Financial Center
     New York, New York  10080


         Re:      Proposed Public Offering by WiderThan Co., Ltd.



Dear Sirs:

         The undersigned understands that Merrill Lynch & Co., Merrill Lynch,
Pierce, Fenner & Smith Incorporated and J.P. Morgan Securities Inc. (together,
the "Representatives") propose to enter into an Underwriting Agreement (the
"Underwriting Agreement") with WiderThan Co., Ltd., a corporation with limited
liability established under the laws of The Republic of Korea (the "Company")
and each of the Selling Shareholders named in Schedule II of the Underwriting
Agreement, providing for the public offering of shares (the "Securities") of the
Company's common stock, par value W500 per share (the "Common Stock"). In
recognition of the benefit that such an offering will confer upon the
undersigned, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the undersigned agrees with each
underwriter to be named in the Underwriting Agreement that, during a period of
180 days from the date of the Underwriting Agreement, the undersigned will not,
without the prior written consent of the Representatives, directly or
indirectly, (i) offer, sell, contract to sell, announce the intention to sell,
issue, pledge, lend, grant any option, right or warrant for the sale of, or
otherwise dispose of or transfer (each, collectively, a "Sale"), any shares of
the Company's Common Stock, or any depositary shares representing such Common
Stock, or any securities convertible into or exchangeable or exercisable for
Common Stock, or any depositary shares representing such Common Stock, whether
now owned or hereafter acquired by the undersigned or with respect to which the
undersigned has or hereafter acquires the power of disposition, or file, or
cause to be filed, any registration statement under the Securities Act of 1933,
as amended, with respect to any of the foregoing (collectively, the "Lock-Up
Securities") or (ii) enter into any swap or any other agreement or any
transaction that transfers, in whole or in part, directly or indirectly,


                                   Exhibit A-1


the economic consequences of ownership (each, collectively, a "Transfer") of the
Lock-Up Securities, whether any such transaction described in clauses (i) or
(ii) above is to be settled by delivery of Common Stock or other securities, in
cash or otherwise. The foregoing restriction shall not apply to (A) any Sale or
Transfer of the Lock-Up Securities pursuant to the Underwriting Agreement, (B)
any conversion of the Company's preferred stock outstanding as of the date
hereof into Common Stock, (C) any exercise of stock options existing on the date
hereof, (D) any Sale or Transfer of Lock-Up Securities to the partners of the
undersigned, if the undersigned is a partnership, or to the members of the
undersigned, if the undersigned is a limited liability company, and (E) any Sale
or Transfer of Lock-Up Securities to a family member, family partnership or
trust, any Transfer upon the death of a family member to his or her executors,
legatees or beneficiaries or a bona fide gift, provided that in the cases of
(B), (C), (D) and (E) above, any such transferee shall agree to be bound in
writing by the terms of the restrictions in this Agreement with respect to the
Lock-Up Securities during the remainder of the aforesaid 180-day period. The
foregoing restriction is expressly agreed to preclude the undersigned from
engaging in any hedging or other transaction which is designed to or which
reasonably could be expected to lead to or result in a sale or disposition of
the Lock-up Securities, even if such Lock-up Securities would be disposed of by
someone other than the undersigned. Such prohibited hedging or other
transactions would include, without limitation, any short sale or any purchase,
sale or grant of any right (including without limitation any put or call option)
with respect to any of the Lock-up Securities or with respect to any security
that includes, relates to, or derives any significant part of its value from
such securities.

         Notwithstanding the foregoing, if:

         (1) during the last 17 days of the 180-day lock-up period, the Company
         issues an earnings release or material news or a material event
         relating to the Company occurs; or

         (2) prior to the expiration of the 180-day lock-up period, the Company
         announces that it will release earnings results or becomes aware that
         material news or a material event will occur during the 16-day period
         beginning on the last day of the 180-day lock-up period,

the restrictions imposed by this letter shall continue to apply until the
expiration of the 18-day period beginning on the issuance of the earnings
release or the occurrence of the material news or material event, as applicable,
unless the Representatives waive, in writing, such extension.

         The undersigned hereby acknowledges and agrees that written notice of
any extension of the 180-day lock-up period pursuant to the previous paragraph
will be delivered by the Representatives to the Company as further set forth in
the Underwriting Agreement and that any such notice properly delivered will be
deemed to have been given to, and received by, the undersigned. The undersigned
further agrees that, prior to engaging in any transaction or taking any other
action that is subject to the terms of this lock-up agreement during the period
from the date of this lock-up agreement to and including the 34th day following
the expiration of the initial 180-day lock-up period, it will give notice
thereof to the Company and will not consummate such transaction or take any such
action unless it has received written confirmation from the Company that the
180-day lock-up period (as may have been extended pursuant to the previous
paragraph) has expired.



                                   Exhibit A-2



                                          Very truly yours,


                                          Signature:
                                          --------------------------------------

                                          Print Name:
                                          --------------------------------------






                                   Exhibit A-3

EX-3.1

                                                                     Exhibit 3.1

                            ARTICLES OF INCORPORATION
                                       OF
                               WIDERTHAN CO., LTD.

CHAPTER I. GENERAL PROVISIONS

ARTICLE 1. COMPANY NAME

The name of the Company shall be "WiderThan Chusik Hoesa" in Korean, which will
be expressed in the English language as "WiderThan Co., Ltd." (hereinafter
referred to as the "Company").

ARTICLE 2. OBJECTIVES

The objectives of the Company shall be to engage in the following businesses:

(1)  Business of providing internet services utilizing wire and wireless
     networks;

(2)  Business of developing, distributing and selling data and information using
     telecommunications network;

(3)  Business of electronic commerce;

(4)  Business of distributing, selling and renting electronic and
     telecommunication equipment;

(5)  Business of advertisement;

(6)  Business of providing multimedia contents;

(7)  Business of operating web hosting and data centers;

(8)  Business of distributing and developing software;

(9)  Business of publishing;

(10) Business related to import and export of the foregoing businesses;

(11) Business related to research and development and consulting of the
     foregoing businesses;

(12) Businesses utilizing broadcasting channel and business incidental to the
     foregoing businesses;


                                        1



(13) Business of producing broadcast program, leasing of facilities;

(14) Business of producing advertisement and agency

(15) Other businesses incidental to the foregoing businesses.

ARTICLE 3. LOCATION OF OFFICES

The principal office of the Company shall be in Seoul and branch and other
offices may be established at any other suitable places by resolution of the
Board of Directors ("Board").

ARTICLE 4. PUBLIC NOTICES

Public notices by the Company shall be published in the Maeil Business
Newspaper, a daily Korean language newspaper of general circulation published in
Seoul.

CHAPTER II. SHARES OF STOCK

ARTICLE 5. NUMBER OF AUTHORIZED SHARES

The total number of shares of the Company authorized for issuance shall be
30,000,000 common shares, 5,000,000 Series A Preferred Shares, 5,000,000 Series
B Preferred Shares and 2,000,000 Series C Preferred Shares (collectively, the
"Preferred Shares"). The Company shall reserve a sufficient number of common
shares for issuance upon conversion of the Preferred Shares.

ARTICLE 6. PAR VALUE OF SHARES

Par value of all shares issued by the Company shall be 500 Won per share.

ARTICLE 7. NUMBER OF SHARES ISSUED AT THE TIME OF INCORPORATION

The total number of shares to be issued at the time of incorporation of the
Company shall be 120,000.

ARTICLE 7-1 CHARACTERISTICS OF SERIES A PREFERRED SHARES

(1)  Voting Rights and Dividend Preferences

     A.   Series A Preferred Shares, among the preferred shares to be issued by
          the Company, shall have voting rights. Series A Preferred Shares shall
          be entitled to an annual per share dividend equal to 30% of the par
          value of the Series A


                                        2



          Preferred Shares, payable when and if declared by the Board and the
          shareholders at a General Meetings of Shareholders of the Company.

     B.   The dividends would be non-cumulative and would be paid prior to
          payment of any dividend with respect to the common shares and the
          Series C Preferred Shares; provided, however, that the dividend
          priority of the Series A Preferred Shares and the Series B Preferred
          Shares shall be the same. In the event that the distributable profits
          of the Company are insufficient to cover the sum of the dividend
          preference amount of the holders of both the Series A Preferred Shares
          and the Series B Preferred Shares ("Dividend Preference Amount"), then
          such distributable profits shall be allocated among the holders of the
          Series A Preferred Share and the Series B Preferred Share on a pro
          rata basis.

     C.   After payment of the preferential dividend to the holders of the
          Preferred Shares, any further dividends would be paid pari passu to
          the holders of the Preferred Shares and common shares on a pro rata
          basis. For purposes of dividends on the common shares issued upon
          conversion of the Series A Preferred Shares, it shall be deemed that
          such common shares were issued at the end of the immediately preceding
          fiscal year of the Company.

(2)  Liquidation Preferences

     A.   Upon liquidation or dissolution of the Company, the holders of Series
          A Preferred Shares shall be entitled to be preferentially paid out of
          the remaining assets of the Company available for distribution to its
          shareholders ("Distributable Assets"), an amount equal to the sum of
          (a) 4,550 Won and (b) any declared but unpaid dividends on the Series
          A Preferred Shares, for each Series A Preferred Share (the "Series A
          Liquidation Preference"); provided, however, that (i) in the event of
          stock split or bonus issuance (each, a "Downward Adjustment Event"),
          each time there is a Downward Adjustment Event, the foregoing price of
          the Series A Preferred Share shall be downwardly adjusted, taking into
          account the number of Series A Preferred Shares increased as a result
          of the Downward Adjustment Event; and (ii) in the event of reverse
          stock split or consolidation (each, an "Upward Adjustment Event"),
          each time there is an Upward Adjustment Event, the foregoing price of
          the Series A Preferred Share shall be upwardly adjusted, taking into
          account the number of Series A Preferred Shares decreased as a result
          of the Upward Adjustment Event

     B.   The liquidation priorities of the Series A Preferred Shares and the
          Series B Preferred Shares shall be the same. In the event that the
          Distributable Assets are insufficient to pay both the Series A
          Liquidation Preference and the Series B Liquidation Preference (as
          defined in Paragraph (2)A of Article 7-2 below), then


                                        3



          the Distributable Assets shall be allocated among the holders of the
          Series A Preferred Shares and the Series B Preferred Shares according
          to the following formulas:

          (a)  For each holder of the Series A Preferred Shares: Distributable
               Assets multiplied by (the Series A Liquidation Preference
               associated with such holder's Series A Preferred Share divided by
               the sum of the aggregate Series A Liquidation Preference and the
               aggregate Series B Liquidation Preference).

          (b)  For each holder of the Series B Preferred Shares: Distributable
               Assets multiplied by (the Series B Liquidation Preference
               associated with such holder's Series B Preferred Share divided by
               the sum of the aggregate Series A Liquidation Preference and the
               aggregate Series B Liquidation Preference).

     C.   After the payment of all preferential amounts required to be paid to
          the holders of the Series A Preferred Shares and the Series B
          Preferred Shares upon the liquidation or dissolution of the Company,
          all of the remaining Distributable Assets shall be distributed ratably
          among the holders of the Company's common stock and the Series C
          Preferred Shares.

(3)  Conversion

     A.   Series A Preferred Shares issued by the Company may be converted into
          the common shares at any time at the conversion rate of one Series A
          Preferred Share to one (1) common share, upon request by each of
          holders of such Series A Preferred Share. Request for such conversion
          may be made at any time from the date of issuance of such Series A
          Preferred Shares. If, however, any reasons for adjustment of the
          conversion rate set forth in Paragraph (3)C below or the conversion
          price, a basis for the calculation of such conversion rate (the
          "Conversion Price"), occurs, such conversion rate or Conversion Price
          shall be adjusted in accordance with the provisions of Paragraph (3)C
          below.

     B.   Notwithstanding the provisions of Paragraph (3)A above, in the event
          of (i) a bona fide, underwritten public offering of shares of common
          stock listed on the KOSDAQ or KSE is made pursuant to a registration
          statement filed with the Financial Supervisory Commission in
          accordance with the Securities and Exchange Act of Korea resulting in
          proceeds to the Company of at least US$10,000,000 (or the equivalent
          in Korean Won, using the exchange rate as of the date that such
          proceeds are actually received by the Company) in the aggregate; or
          the listing of the Company's common stock, or depository receipts


                                        4



          representing such common stock, on the New York Stock Exchange, the
          Nasdaq stock market or any other "national securities exchange" which
          is registered pursuant to Section 6 of the Securities Exchange Act of
          1934, as amended ("Qualified IPO"), or (ii) the holders of a majority
          of the outstanding shares of Series A Preferred Shares provide their
          consent, the Series A Preferred Shares issued by the Company shall be
          automatically converted into common shares at the conversion rate of
          one Series A Preferred Share to one common share. If, however, any
          reasons for adjustment of either the conversion rate or the Conversion
          Price set forth in Paragraph (3)C below, occurs, such conversion rate
          or Conversion Price shall be adjusted in accordance with the relevant
          provisions of Paragraph (3)C below.

     C.   Adjustment to the Conversion Ratio and the Conversion Price

          (a)  In the event that the Company issues any new equity shares or
               equity-related securities without consideration or at a purchase
               price less than 4,550 Won (taking into account stock split, stock
               dividend and other similar event), the conversion ratio of the
               Series A Preferred Shares shall be subject to adjustment on a
               weighted average basis for a purchase price of new equity shares
               or equity-related securities less than the then-effective
               conversion price.

          (b)  The conversion ratio shall also be subject to anti-dilution
               protection for stock splits, stock dividends and similar events.
               The mathematical formula for adjustment on a weighted average
               basis is as follows and is subject to the more detailed textual
               description set forth thereafter:

                          ACP = OCP * (OS + (TNC/OCP))
                                ----------------------
                                    (OS + NS)

               WHERE:

               ACP  = adjusted conversion price

               TNC  = the total consideration received by the Company for the
                      additional common shares issued or sold

               NS   = the number of additional common shares issued or sold

               OCP  = old conversion price


                                        5



               OS   = the number of outstanding common shares immediately before
                      the additional common shares are issued or sold

          (c)  The newly adjusted conversion price shall be the amount equal to
               the price determined by multiplying the old conversion price, by
               a fraction,

               (i)  the numerator of which shall be the number of common shares
                    outstanding immediately prior to such issue, plus the number
                    of common shares which the total consideration received by
                    the Company for the additional common shares issued or sold
                    would purchase at the old conversion price; and

               (ii) the denominator of which shall be the number of outstanding
                    common shares immediately before the additional common
                    shares are issued or sold plus the number of additional
                    common shares issued or sold.

          (d)  Provided that, for the purposes of this Paragraph (3)C, all
               common shares issuable upon conversion of all outstanding
               preferred and outstanding convertible securities or exercise of
               outstanding options shall be deemed to be outstanding.
               Notwithstanding the foregoing, the adjusted conversion price
               shall not be less than the par value of the stock of the Company.

          (e)  For purpose of this Article, any new equity shares or
               equity-related securities as used in this Paragraph (3)C shall
               not include the securities described in Article 10(1)B(i) to
               (vii).

          (f)  No fractional shares shall be issued upon conversion of the
               Series A Preferred Shares. The total number of shares of common
               stock to be issued to each holder of Series A Preferred Shares
               upon such conversion shall be determined on the basis of the
               number of shares of common stock issuable upon conversion of the
               Series A Preferred Shares held by such holder at the time of such
               conversion.

     D.   To the extent permissible under Korean law, upon a Qualified IPO, the
          holders of Series A Preferred Shares shall be entitled to adjust the
          conversion ratio of their Series A Preferred Shares so that upon
          conversion thereof, the number of shares of common stock that such
          holders of the Series A Preferred Shares would be entitled to shall be
          the greater of (i) the number of common shares to be issued upon the


                                        6



          conversion of the Series A Preferred Shares, based on the then current
          conversion ratio and (ii) ( 4,550 Won per share plus interest accrued
          thereon at an annual rate of 4.42% from the Closing Date (as defined
          in the First Amended and Restated Preferred Stock Investors Rights
          Agreement) to the date of the Qualified IPO) divided by the offering
          price of the common stock in connection with such Qualified IPO.

(4)  Redemption.

     A.   The Series A Preferred Shares shall be redeemed by the Company out of
          the funds legally available for such purpose at the election of the
          holders of the Series A Preferred Shares at any time beginning from
          May 8, 2005. The redemption right by the holders of the Series A
          Preferred Shares under this Article shall terminate on the 10th
          anniversary of May 8, 2005.

     B.   The date of receipt of any notice (the "Series A Redemption Notice")
          evidencing a holder's election to redeem its Series A Preferred Shares
          provided pursuant to Paragraph (4)A above shall be the "Series A
          Redemption Notice Date". The Company may, no later than fifteen (15)
          calendar days after receipt of such notice, request that such
          holder(s) tender to the Company such transmittal or related materials
          as it may reasonably request. The Company shall, (i) no later than 90
          days from receipt of notice of redemption from the applicable holder,
          should the Company not timely request any transmittal materials, or
          (ii) within 75 days of receipt of requested transmittal materials from
          the redeeming stockholder (the "Series A Redemption Date"), redeem all
          applicable shares of the Series A Preferred Shares (such redeemed
          shares being referred to as the "Series A Redemption Shares"), by
          paying in cash, out of funds legally available therefor, an amount
          equivalent to 5,180 Won for each Series A Preferred Share (the "Series
          A Redemption Price"); provided, however, that (i) each time there is a
          Downward Adjustment Event, the Series A Redemption Price of the Series
          A Preferred Shares shall be downwardly adjusted, taking into account
          the number of Series A Preferred Shares increased as a result of the
          Downward Adjustment Event; and (ii) each time there is an Upward
          Adjustment Event, the Series A Redemption Price of the Series A
          Preferred Shares shall be upwardly adjusted, taking into account the
          number of Series A Preferred Shares decreased as a result of the
          Upward Adjustment Event.

     C.   If the holders of the Series A Preferred Shares make an election to
          redeem their Series A Preferred Shares pursuant to the above
          provisions, each holder of the Series A Preferred Shares shall
          surrender its certificates representing the applicable Series A
          Redemption Shares to the Company together with the Series A Redemption
          Notice. From and after the Series A Redemption Date and the


                                        7



          holders' receipt of the Series A Redemption Price, all rights of each
          holder with respect to such applicable Series A Redemption Shares
          shall cease and such Series A Preferred Shares shall not be deemed to
          be outstanding for any purpose whatsoever. Such holder's election to
          redeem the Series A Preferred Share may not be revoked without the
          written consent of the Company so long as the Company satisfies the
          redemption preference in full within the time period set forth in this
          Article 7-1 (4).

     D.   For the purpose of determining whether funds are legally available for
          redemption of shares of the Series A Preferred Shares as provided
          herein, the Company shall value its assets in accordance with the
          generally accepted accounting practice of Korea. The redemption
          obligation provided herein shall be continuous, so that, if on a
          Series A Redemption Date such obligation shall not be fully
          discharged, without further action by any holder of the Series A
          Preferred Shares, funds legally available shall be applied therefor
          until such obligation are fully discharged. The Series A Preferred
          Shares requested to be redeemed but not so redeemed as a result of
          insufficient legally available funds shall remain outstanding and
          entitled to all rights and preferences provided herein until the
          Series A Redemption Price for such shares is fully paid.

     E.   In the event that the Company does not have sufficient dividendable
          profits to satisfy the requests of redemption submitted by holders of
          the Series A Preferred Shares, the Series B Preferred Shares and the
          Series C Preferred Shares, then the dividendable profits shall be
          allocated among the holders of the Series A Preferred Shares, the
          Series B Preferred Shares and the Series C Preferred Shares according
          to the following formulas:

          (a)  For each holder of the Series A Preferred Shares: such
               dividendable profits multiplied by (the aggregate redemption
               amount associated with such Holder's Series A Preferred Shares
               under subparagraph 7-1(4)B divided by the sum of the redemption
               amounts payable to the holders of the Series A Preferred Shares,
               the Series B Preferred Shares and the Series C Preferred Shares,
               in the aggregate, pursuant to subparagraphs 7-1(4)B, 7-2(4)B and
               7-3(4)B);

          (b)  For each holder of the Series B Preferred Shares: such
               dividendable profits multiplied by (the aggregate redemption
               amount associated with such Holder's Series B Preferred Stock
               under subparagraph 7-2(4)B divided by the sum of the redemption
               amounts payable to the holders of the Series A Preferred Shares,
               the Series B Preferred Shares and the Series C Preferred Shares,
               in the aggregate, pursuant to subparagraphs 7-1(4)B, 7-2(4)B and
               7-3(4)B); and

          (c)  For each holder of the Series C Preferred Shares: such
               dividendable profits multiplied by (the aggregate redemption
               amount associated with such Holder's


                                        8



               Series C Preferred Stock under subparagraph 7-3(4)B divided by
               the sum of the redemption amounts payable to the holders of the
               Series A Preferred Shares, the Series B Preferred Shares and the
               Series C Preferred Shares, in the aggregate, pursuant to
               subparagraphs 7-1(4)B, 7-2(4)B and 7-3(4)B).

          Provided, however, that, when the Company receives a Series C
          Redemption Notice (as defined in subparagraph 7-3(4)B) from a holder
          of the Series C Preferred Shares, if (i) the Company have not received
          any Series A Redemption Notice and Series B Redemption Notice (as
          defined in subparagraph 7-2(4)B), or (ii) the redemption amounts
          payable to a holder of the Series A Preferred Shares or the Series B
          Preferred Shares, as the case may be, have been fully paid pursuant to
          a Series A Redemption Notice or a Series B Redemption Notice the
          Company have received prior to the Series C Redemption Notice, the
          redemption amounts payable to the holder of the Series C Preferred
          Shares shall be paid with priority over payment of redemption amounts
          to any holder of the Series A Preferred Shares and the Series B
          Preferred Shares.

     F.   To the extent legally permitted and so long as such redemption
          election occurs on or after October 8, 2007, PIK interest shall accrue
          on any amount that the Company fails to redeem under this Article 7-1
          (4) or (5) pursuant to the procedures set forth in the Article 7-1(4)
          B at a rate equal to twice the United States prime rate, as published
          by the Wall Street Journal on the date of the notice of redemption.

     G.   Notwithstanding any contrary provision, the holders of Series A
          Preferred Shares and the holders of Series B Preferred Shares may not
          exercise their redemption rights unless the number of issued and
          outstanding Series C Preferred Shares is below 500,000 shares.

(5)  Redemption upon Sale

     A.   In the event of a Sale (as defined below), the holders of Series A
          Preferred Shares shall be entitled to cause the Company to redeem the
          Series A Preferred Shares at the greater of (i) 4,550 Won per share
          plus the amount calculated by annual rate of 4.42% from the Closing
          Date (as defined in the First Amended and Restated Preferred Stock
          Investors Rights Agreement) to the date of redemption; provided,
          however, that (A) each time there is a Downward Adjustment Event, the
          foregoing price of the Series A Preferred Shares shall be downwardly
          adjusted, taking into account the number of shares of Series A
          Preferred Shares increased as a result of the Downward Adjustment
          Event; and (B) each time there is an Upward Adjustment Event, the
          foregoing price of the Series A Preferred Shares shall be


                                        9



          upwardly adjusted, taking into account the number of shares of Series
          A Preferred Shares decreased as a result of the Upward Adjustment
          Event, or (ii) what such holder would have received in connection with
          the Sale assuming conversion of the Series A Preferred Shares at the
          then applicable conversion ratio.

          A "Sale" shall mean (i) a sale of all or substantially all assets of
          the Company, (ii) a change of control of the Company, or (iii) merger
          or consolidation of the Company where the Company is not the surviving
          entity. For purposes of this Paragraph A, a "change of control" shall
          mean a transfer of outstanding equity securities representing in
          excess of 50% of the voting power of the Company but shall not include
          any transfer of shares among Tae Won Chey (Resident Registration No.:
          601203-*******) and SK Telecom Co., Ltd., ("the Major Shareholders")
          and/or their respective "affiliates" (as such term is determined by
          the Korean Fair Trade Commission from time to time); provided,
          however, the affiliate transferees agree to execute relevant documents
          and be bound by the terms and conditions applicable to the transferor
          under the First Amended and Restated Preferred Stock Investors Rights
          Agreement.

     B.   In the event that the Company does not have sufficient dividendable
          profits available for distribution in accordance with applicable law
          to pay the redemption amount set forth in subparagraphs 7-1(5)A and
          7-2(5)B, then the dividendable profits shall be allocated among the
          holders of the Series A Preferred Shares and Series B Preferred Shares
          according to the following formulas:

          (a)  For each holder of the Series A Preferred Shares: such
               dividendable profits multiplied by (the aggregate redemption
               amount associated with such Holder's Series A Preferred Shares
               under subparagraph 7-1(5)A divided by the sum of the redemption
               amounts payable to the holders of the Series A Preferred Shares
               and the Series B Preferred Shares, in the aggregate, pursuant to
               subparagraphs 7-1(5)A and 7-2(5)B).

          (b)  For each holder of the Series B Preferred Shares: such
               dividendable profits multiplied by (the aggregate redemption
               amount associated with such Holder's Series B Preferred Stock
               under subparagraph 7-2(5)B divided by the sum of the redemption
               amounts payable to the holders of the Series A Preferred Stock
               and the Series B Preferred Stock, in the aggregate, pursuant to
               subparagraphs 7-1(5)A and 7-2(5)B)

          In such event, no payments or distributions shall be made to any
          securities junior to the Series A Preferred Shares and Series B
          Preferred Shares except for the payment or distributions to the
          holders of the Series C Preferred Shares in


                                       10



          accordance with the terms and conditions thereof until the amounts due
          to the holders of the Series A Preferred Shares and Series B Preferred
          Shares under subparagraphs 7-1(5)A and 7-2(5)B are satisfied in full.

     C.   With regard to the redemption upon Sale, the provisions of Article
          7-1(4)B, C, D and F shall be applied mutatis mutandis.

ARTICLE 7-2 CHARACTERISTICS OF SERIES B PREFERRED SHARES

(1)  Voting Rights and Dividend Preferences

     A.   The Series B Preferred Shares, among the preferred shares to be issued
          by the Company, shall have voting rights. The Series B Preferred
          Shares shall be entitled to an annual per share dividend equal to 30%
          of the par value of the Series B Preferred Shares, payable when and if
          declared by the Board and the shareholders at a General Meeting of
          Shareholders of the Company.

     B.   The dividends would be non-cumulative and would be paid prior to
          payment of any dividend with respect to the common shares and the
          Series C Preferred Shares; provided, however, that the dividend
          priority of the Series A Preferred Shares and the Series B Preferred
          Shares shall be the same. In the event that the distributable profits
          of the Company are insufficient to cover the Dividend Preference
          Amount, then such distributable profits shall be allocated among the
          holders of the Series A Preferred Share and the Series B Preferred
          Share on a pro rata basis.

     C.   After payment of the preferential dividend to the holders of the
          Preferred Shares, any further dividends would be paid pari passu to
          the holders of the Preferred Shares and common shares on a pro rata
          basis. For purposes of dividends on the common shares issued upon
          conversion of the Series B Preferred Shares, it shall be deemed that
          such common shares were issued at the end of the immediately preceding
          fiscal year of the Company.

(2)  Liquidation Preferences

     A.   Upon liquidation or dissolution of the Company, the holders of Series
          B Preferred Shares shall be entitled to be preferentially paid an
          amount equal to the greater of (i) 13,985.5472 Won multiplied by the
          number of Series B Preferred Share owned by such holder of Series B
          Preferred Share plus any declared but unpaid dividends on the Series B
          Preferred Share (the "Series B Liquidation Preference") or (ii) what
          such holder would have received at the time of such liquidation or
          dissolution assuming conversion of the Series B Preferred Share at


                                       11



          the then applicable conversion ratio, pari passu, out of the assets or
          surplus funds of the Company available for distribution to its
          shareholders ("Distributable Assets") before any payment shall be made
          to the holders of the common shares and the Series C Preferred Shares
          by reason of their ownership thereof; provided, however, that (i) each
          time there is a Downward Adjustment Event, the foregoing price of the
          Series B Preferred Shares shall be downwardly adjusted, taking into
          account the number of Series B Preferred Shares increased as a result
          of the Downward Adjustment Event; and (ii) each time there is an
          Upward Adjustment Event, the foregoing price of the Series B Preferred
          Shares shall be upwardly adjusted, taking into account the number of
          Series B Preferred Shares decreased as a result of the Upward
          Adjustment Event.

     B.   The liquidation priority of the Series A Preferred Shares and the
          Series B Preferred Shares shall be pari passu. In the event that the
          Distributable Assets are insufficient to pay both the Series A
          Liquidation Preference and the Series B Liquidation Preference, then
          the Distributable Assets shall be allocated in accordance with the
          provisions of Paragraph (2)B of Article 7-1.

     C.   After the payment of all preferential amounts required to be paid to
          the holders of the Series A Preferred Shares and the Series B
          Preferred Shares upon the liquidation or dissolution of the Company,
          all of the remaining Distributable Assets shall be distributed ratably
          among the holders of the Company's common stock and the Series C
          Preferred Shares.

(3)  Conversion.

     A.   The Series B Preferred Shares issued by the Company may be converted
          into the common shares at any time at the conversion rate of one
          Series B Preferred Share to one (1) common share, upon request by each
          of holders of such Series B Preferred Shares. Request for such
          conversion may be made at any time from the date of issuance of such
          Series B Preferred Shares; provided, however, that the provisions of
          Paragraph (3)C of Article 7-1 shall apply mutatis mutandis to the
          adjustment of the conversion ratio or the conversion price of the
          Series B Preferred Shares.

     B.   Notwithstanding the provisions of Paragraph (3)A above, in the event
          (i) of the completion of a Qualified IPO, or (ii) the holders of a
          majority of the outstanding shares of Series B Preferred Shares
          provide their consent, the Series B Preferred Shares issued by the
          Company shall be automatically converted into common shares at the
          conversion rate of one Series B Preferred Share to one common share;
          provided, however, that that the provisions of Paragraph (3)C of
          Article 7-1 shall apply mutatis mutandis to the adjustment of the
          conversion ratio or the


                                       12



          conversion price of the Series B Preferred Shares.

     C.   To the extent permissible under Korean law upon a Qualified IPO, the
          conversion ratio of the Series B Preferred Share shall automatically
          adjust so that the number of common shares into which each Series B
          Preferred Share may convert shall be the greater of (i) the number of
          common shares into which each Series B Preferred Share may convert
          prior to such adjustment, and (ii) 10,349.3049 Won plus interest
          accrued thereon at an annual rate of 4.42% from the date of issuance
          of such Series B Preferred Shares to the date of the Qualified IPO)
          divided by the offering price per share of the common shares upon such
          Qualified IPO.

(4)  Redemption.

     A.   The Series B Preferred Shares shall be redeemed by the Company out of
          the funds legally available for such purpose at the election of each
          of the holders of the Series B Preferred Shares at any time beginning
          from the earlier of (i) October 8, 2007 or (ii) the date upon which
          any shares of the Series A Preferred Shares are redeemed. The
          redemption right by the holders of the Series B Preferred Shares under
          this Article shall terminate 10 years from the date of issuance of the
          Series B Preferred Shares ("Redemption Deadline").

     B.   The date of receipt of any notice (the "Series B Redemption Notice")
          evidencing a holder's election to redeem its Series B Preferred Shares
          provided pursuant to Paragraph (4)A above shall be the "Series B
          Redemption Notice Date". The Company may, no later than fifteen (15)
          calendar days after receipt of such notice, request that such
          holder(s) tender to the Company such transmittal or related materials
          as it may reasonably request. The Company shall, (i) no later than 90
          days from receipt of notice of redemption from the applicable holder,
          should the Company not timely request any transmittal materials, or
          (ii) within 75 days of receipt of requested transmittal materials from
          the redeeming stockholder (the "Series B Redemption Date"), redeem all
          applicable shares of the Series B Preferred Shares (such redeemed
          shares being referred to as the "Series B Redemption Shares"), by
          paying in cash, out of funds legally available therefor, an amount set
          forth below:

          (a)  If the Series B Preferred Shares are redeemed on or prior to
               October 8, 2007, such Series B Preferred Shares shall be redeemed
               by the Company at a price of 5,180 Won per share; provided,
               however, that (i) each time there is a Downward Adjustment Event,
               the foregoing price of the Series B Preferred Shares shall be
               downwardly adjusted, taking into account the number of shares of
               Series B Preferred Shares increased as a result of the Downward


                                       13



               Adjustment Event; (ii) each time there is an Upward Adjustment
               Event, the foregoing price of the Series B Preferred Shares shall
               be upwardly adjusted, taking into account the number of shares of
               Series B Preferred Shares decreased as a result of the Upward
               Adjustment Event and (iii) if less than one hundred percent
               (100%) of the Series A Preferred Shares is being redeemed, the
               Company shall be required to redeem only the same percentage of
               Series B Preferred Shares, with each holder of the Series B
               Preferred Shares able to redeem a number of shares equal to such
               percentage of the total number of shares of the Series B
               Preferred Shares. For the avoidance of doubt, no interest shall
               accrue under sub-paragraph (4)B(b) of this Article 7-2 below on
               any amount redeemed on or prior to the October 8, 2007.

          (b)  If the Series B Preferred Share is redeemed after October 8,
               2007, such Series B Preferred Share shall be redeemed by the
               Company at a price of 11,781.4249 Won per share; provided,
               however, that (i) each time there is a Downward Adjustment Event,
               the Series B Redemption Price of the Series B Preferred Shares
               shall be downwardly adjusted, taking into account the number of
               shares of Series B Preferred Shares increased as a result of the
               Downward Adjustment Event; and (ii) each time there is an Upward
               Adjustment Event, the Series B Redemption Price of the Series B
               Preferred Shares shall be upwardly adjusted, taking into account
               the number of shares of Series B Preferred Shares decreased as a
               result of the Upward Adjustment Event.

          (c)  If the Series B Preferred Shares are redeemed after October 8,
               2007 ("Third Anniversary Redemption Date"), each holder of Series
               B Preferred Shares shall be entitled to redeem one-third (1/3) of
               the Series B Preferred Share (together with any accrued interest
               thereon pursuant to sub-paragraph (4)B(d) below, held by such
               holder of the Series B Preferred Shares as of the date of
               issuance of such Series B Preferred Shares, during each
               twelve-month period following the Third Anniversary Redemption
               Date up to the Redemption Deadline.

          (d)  Payment-in-kind, or "PIK" interest shall accrue at an annual rate
               of 4.42% on two-thirds (2/3) (no interest shall accrue on the
               remaining one-third (1/3) Series B Redemption Price) of the
               Series B Redemption Price (together with any interest accrued
               thereon, the "2/3 Redemption Price") beginning on the Third
               Anniversary Redemption Date and ending on the first anniversary
               thereof ("Fourth Anniversary Redemption Date"). Interest on
               one-half (1/2) of the 2/3 Redemption Price shall accrue at an
               annual rate of 4.42% beginning on the date following the Fourth
               Anniversary Redemption


                                       14



               Date and ending on the first anniversary thereof. No interest
               shall accrue on any Series B Redemption Price after the second
               anniversary of the Third Anniversary Redemption Date.

     C.   To the extent legally permitted and so long as such redemption
          election occurs on or after October 8, 2007, PIK interest shall accrue
          on any amount that the Company fails to redeem under this Article 7-2
          (4) or (5) pursuant to the procedure set forth in the Article 7-2 (4)B
          at a rate equal to twice the United States prime rate, as published by
          the Wall Street Journal on the date of the notice of redemption

     D.   If the holders of the Series B Preferred Shares make an election to
          redeem their Series B Preferred Shares pursuant to the above
          provisions, each holder of the Series B Preferred Shares shall
          surrender its certificates representing the applicable Series B
          Redemption Shares to the Company together with the Series B Redemption
          Notice. From and after the Series B Redemption Date and the date of
          the holders' receipt of the full Series B Redemption Price, all rights
          of each holder with respect to such applicable Series B Redemption
          Shares shall cease and such Series B Preferred Shares shall not be
          deemed to be outstanding for any purpose whatsoever. Such holder's
          election to redeem the Series B Preferred Share may not be revoked
          without the written consent of the Company so long as the Company
          satisfies the redemption preference in full within the time period set
          forth in this Article 7-2 (4).

     E.   For the purpose of determining whether funds are legally available for
          redemption of shares of the Series B Preferred Shares as provided
          herein, the Company shall value its assets in accordance with the
          generally accepted accounting practice of Korea. The redemption
          obligation provided herein shall be continuous, so that, if on a
          Series B Redemption Date such obligation shall not be fully
          discharged, without further action by any holder of the Series B
          Preferred Shares, funds legally available shall be applied therefor
          until such obligation are fully discharged. The Series B Preferred
          Shares requested to be redeemed but not so redeemed as a result of
          insufficient legally available funds shall remain outstanding and
          entitled to all rights and preferences provided herein until the
          redemption price set forth in Paragraph (4)(B)(a) of this Article 7-2
          or the Series B Redemption Price, as the case may be, for such shares
          is fully paid.

     F.   In the event that the Company does not have sufficient dividendable
          profits to satisfy the requests of redemption submitted by holders of
          the Series A Preferred Shares, the Series B Preferred Shares and the
          Series C Preferred Shares, then the dividendable profits shall be
          allocated in accordance with the provisions of Paragraph (4)E of
          Article 7-1.

     G.   Notwithstanding any contrary provision, the holders of Series A
          Preferred Shares and the holders of Series B Preferred Shares may not
          exercise their redemption rights unless the number of issued and
          outstanding Series C Preferred Shares is below 500,000 shares.


                                       15



(5)  Redemption upon Sale

     A.   To the extent permissible under Korean law, the holders of Series B
          Preferred Share shall be entitled to cause the Company to redeem until
          the Redemption Deadline the Series B Preferred Share in the event of a
          Sale (as defined Article 7-1 (5) A).

     B.   If the Series B Preferred Shares are redeemed upon a Sale, each Series
          B Preferred Share shall be redeemed by the Company at the greater of
          (i) 10,349.3049 Won plus the amount calculated by annual rate of 4.42%
          from the date of issuance of such Series B Preferred Share to the date
          of redemption; provided, however, that (A) each time there is a
          Downward Adjustment Event, the foregoing price of the Series B
          Preferred Share shall be downwardly adjusted, taking into account the
          number of shares of Series B Preferred Share increased as a result of
          the Downward Adjustment Event; and (B) each time there is an Upward
          Adjustment Event, the foregoing price of the Series B Preferred Share
          shall be upwardly adjusted, taking into account the number of shares
          of Series B Preferred Share decreased as a result of the Upward
          Adjustment Event, or (ii) what such holder would have received in
          connection with the Sale assuming conversion of the Series B Preferred
          Share at the then applicable conversion ratio.

     C.   Subparagraph 7-1(5)B shall be applied in the event that the Company
          does not have sufficient dividendable profits available for
          distribution in accordance with applicable law to pay the redemption
          amount set forth in subparagraphs 7-1(5)A and 7-2(5)B.

     D.   With regard to the redemption upon Sale, the provisions of Article
          7-2(4)B, C, D and E shall be applied mutatis mutandis.

ARTICLE 7-3 CHARACTERISTICS OF SERIES C PREFERRED SHARES

(1)  Voting Rights and Dividend Preferences

     A.   The Series C Preferred Shares, among the preferred shares to be issued
          by the Company, shall have no voting rights, except as otherwise
          provided under the relevant laws. The Series C Preferred Shares shall
          be entitled to an annual per share dividend equal to 0.0000001% of the
          par value of the Series C Preferred Shares, payable when and if
          declared by the Board and the shareholders at a General Meeting of
          Shareholders of the Company.


                                       16



     B.   The Series C Preferred Shares would be non-cumulative. Dividend would
          be paid prior to payment of any dividend with respect to the common
          shares after payment of dividend with respect to the Series A
          Preferred Share and the Series B Preferred Share.

     C.   After payment of the preferential dividend to the holders of the
          Preferred Shares, any further dividends would be paid pari passu to
          the holders of the Preferred Shares and common shares on a pro rata
          basis. For purposes of dividends on the common shares issued upon
          conversion of the Series C Preferred Shares, it shall be deemed that
          such common shares were issued at the end of the immediately preceding
          fiscal year of the Company.

(2)  Liquidation Preferences

     After the payment of all preferential amounts required to be paid to the
     holders of the Series A Preferred Shares and the Series B Preferred Shares
     upon the liquidation or dissolution of the Company, all of the remaining
     Distributable Assets shall be distributed ratably among the holders of the
     Company's common stock and the Series C Preferred Shares.

(3)  Conversion.

     A.   The Series C Preferred Shares may be converted into the common shares
          at any time at the conversion rate of one Series C Preferred Share to
          one (1) common share, upon request by each of the holders of such
          Series C Preferred Shares. Request for such conversion may be made at
          any time from the date of issuance of such Series C Preferred Shares;
          provided, however, that the provisions of Paragraph (3)C of Article
          7-1 shall apply mutatis mutandis to the adjustment of the conversion
          ratio or the conversion price of the Series C Preferred Shares.

     B.   All remaining Series C Preferred Shares shall be automatically
          converted into common shares on December 1, 2007 at the conversion
          rate at that time.

(4)  Redemption.

     A.   The Series C Preferred Shares shall be redeemed by the Company out of
          the funds legally available for such purpose at the election of each
          of the holders of the Series C Preferred Shares at any time during the
          period from September 1, 2005 to December 1, 2007 ("Redemption
          Deadline").

     B.   The date of receipt of any notice (the "Series C Redemption Notice")
          evidencing a holder's election to redeem its Series C Preferred Shares
          provided pursuant to


                                       17



          Paragraph (4)A above shall be the "Series C Redemption Notice Date".
          The Company may, no later than fifteen (15) calendar days after
          receipt of such notice, request that such holder(s) tender to the
          Company such transmittal or related materials as it may reasonably
          request. The Company shall, (i) no later than 45 days from receipt of
          notice of redemption from the applicable holder, should the Company
          not timely request any transmittal materials, or (ii) within 30 days
          of receipt of requested transmittal materials from the redeeming
          stockholder (the "Series C Redemption Date"), redeem all applicable
          shares of the Series C Preferred Shares (such redeemed shares being
          referred to as the "Series C Redemption Shares"), by paying in cash,
          out of funds legally available therefor, an amount set forth below
          (the "Series C Redemption Price"):

          (a)  If the Series C Preferred Shares are redeemed on or prior to
               December 31, 2006, such Series C Preferred Shares shall be
               redeemed by the Company at the issuance price per share of the
               Series C Preferred Shares (the "Series C Issuing Price") plus an
               amount at an annual rate of 10% of the Series C Issuing Price
               beginning on the issuance date and ending on the Series C
               Redemption Date per share; provided, however, that (i) each time
               there is a Downward Adjustment Event, the foregoing price of the
               Series C Preferred Shares shall be downwardly adjusted, taking
               into account the number of shares of Series C Preferred Shares
               increased as a result of the Downward Adjustment Event; (ii) each
               time there is an Upward Adjustment Event, the foregoing price of
               the Series C Preferred Shares shall be upwardly adjusted, taking
               into account the number of shares of Series C Preferred Shares
               decreased as a result of the Upward Adjustment Event.

          (b)  If the Series C Preferred Share is redeemed after December 31,
               2006, such Series C Preferred Share shall be redeemed by the
               Company at 115% of the Series C Issuing Price per share;
               provided, however, that (i) each time there is a Downward
               Adjustment Event, the foregoing price of the Series C Preferred
               Shares shall be downwardly adjusted, taking into account the
               number of shares of Series C Preferred Shares increased as a
               result of the Downward Adjustment Event; (ii) each time there is
               an Upward Adjustment Event, the foregoing price of the Series C
               Preferred Shares shall be upwardly adjusted, taking into account
               the number of shares of Series C Preferred Shares decreased as a
               result of the Upward Adjustment Event.

          (c)  Notwithstanding (a) and (b) above, the redemption price of the
               Series C Preferred Shares may be reduced by an agreement of the
               Company and each holder of the Series C Preferred Shares
               exercising its redemption right under this Article 7-3(4).


                                       18



     C.   If the holders of the Series C Preferred Shares make an election to
          redeem their Series C Preferred Shares pursuant to the above
          provisions, each holder of the Series C Preferred Shares shall
          surrender its certificates representing the applicable Series C
          Redemption Shares to the Company together with the Series C Redemption
          Notice. From and after the Series C Redemption Date and the date of
          the holders' receipt of the full Series C Redemption Price, all rights
          of each holder with respect to such applicable Series C Redemption
          Shares shall cease and such Series C Preferred Shares shall not be
          deemed to be outstanding for any purpose whatsoever. Such holder's
          election to redeem the Series C Preferred Share may not be revoked
          without the written consent of the Company so long as the Company
          satisfies the redemption preference in full within the time period set
          forth in this Article 7-3 (4).

     D.   For the purpose of determining whether funds are legally available for
          redemption of shares of the Series C Preferred Shares as provided
          herein, the Company shall value its assets in accordance with the
          generally accepted accounting practice of Korea. The Series C
          Preferred Shares requested to be redeemed but not so redeemed as a
          result of insufficient legally available funds shall remain
          outstanding and entitled to all rights and preferences provided herein
          until the Series C Redemption Price for such shares is fully paid or
          until December 1, 2007, whichever is earlier.

     E.   In the event that the Company does not have sufficient dividendable
          profits to satisfy the requests of redemption submitted by holders of
          the Series A Preferred Shares, the Series B Preferred Shares and the
          Series C Preferred Shares, then the dividendable profits shall be
          allocated in accordance with the provisions of Paragraph (4)E of
          Article 7-1.

ARTICLE 8. SHARE CERTIFICATES

All shares to be issued by the Company shall be registered common shares, Series
A Preferred Shares, Series B Preferred Shares and Series C Preferred Shares.
Share certificates shall be issued by the Company in eight denominations: one
(1), five (5), ten (10), fifty (50), one hundred (100), five hundred (500), one
thousand (1,000) and ten thousand (10,000).

ARTICLE 9. NON-ISSUANCE OF SHARE CERTIFICATES

At the request of a shareholder, the Company shall not issue share certificates
for all or part of the shares owned by such shareholder.

ARTICLE 10. PRE-EMPTIVE RIGHTS

(1)  Each holder of the Series A Preferred Shares or each holder of the Series B
     Preferred Shares, and each holder of the common shares (each, a
     "Participation Rights Holder") shall have the right of participation to
     purchase its Pro Rata Share (as defined in


                                       19



     sub-paragraph (A) below), of all (or any part) of any New Securities (as
     defined in sub-paragraph (B) below) that the Company may from time to time
     issue (the "Right of Participation"). For avoidance of doubt, the Series C
     Preferred Shares shall have no right of participation to purchase any
     securities that the Company may from time to time issue.

     A.   Pro Rata Share. A Participation Rights Holder's "Pro Rata Share" for
          purposes of the Right of Participation is the following ratio:

          the number of equity shares of the Company held by such Participation
          Rights Holder (assuming full conversion of the Series A Preferred
          Shares and the Series B Preferred Shares held by such Participation
          Rights Holder, if such Participation Rights Holder is a holder of the
          Series A Preferred Shares or the Series B Preferred Shares) divided by
          all equity shares of the Company issued and outstanding except the
          Series C Preferred Shares (assuming full conversion of all the Series
          A Preferred Shares and the Series B Preferred Shares issued and
          outstanding at the time of issuance of the New Securities by the
          Company, but excluding shares issuable upon the exercise of
          outstanding options).

     B.   New Securities. "New Securities" shall mean any Preferred Shares or
          any other equity and equity-related securities of the Company, whether
          now authorized or not, and rights, options or warrants to purchase
          such Preferred Shares or securities of any type whatsoever that are,
          or may become, convertible or exchangeable into such Preferred Shares
          or other securities of the Company, provided, however, that the term
          "New Securities" shall not include:

          (i)  up to 3,776,591 shares of the Company's common shares (inclusive
               of options or warrants therefore) or up to 2,000,000 Series C
               Preferred Shares, taking into account share splits, share
               dividends or other similar event, issued to (i) employees,
               officers, directors, contractors, advisors or consultants of the
               Company or a legal entity of which the Company has at least 50%
               of shares or equity holdings, or (ii) a legal entity, a
               partnership or an entity for the benefit of such employees,
               officers, directors, contractors, advisors or consultants of the
               Company or a legal entity of which the Company has at least 50%
               of shares or equity holdings pursuant to incentive agreements or
               incentive plans approved by the Board or the shareholders, as the
               case may be;

          (ii) any Series A Preferred Shares issued under the Series A Preferred
               Stock Purchase Agreement dated as of May 8, 2002, by and among
               the Company, Nokia Venture Partners II, LP and NVP Affiliates
               Fund II, LP, as such agreement may be amended from time to time;


                                       20



          (iii) any Series B Preferred Shares issued under the Acquisition
               Agreement dated as of June 28, 2004, by and among the Company,
               WiderThan.com USA, Inc., Ztango, Inc., SJ Park, and the
               Participating Ztango Stockholders, as such agreement may be
               amended from time to time;

          (iv) any securities issued in connection with any stock split, stock
               dividend or other similar event in which the Participation Rights
               Holders are entitled to participate according to their Pro Rata
               Share;

          (v)  any securities issued upon the exercise, conversion or exchange
               of any outstanding convertible securities, options (including the
               3,776,591 shares of common stock and the 2,000,000 Series C
               Preferred Shares described in sub-paragraph (1)B(i) in connection
               with bona fide employment-related share purchase or option plans
               and the 50,000 Series C Preferred Shares described in
               sub-paragraph (1)B(viii)) or warrants;

          (vi) any securities issued pursuant to (i) the acquisition of another
               corporation or entity by the Company or any of its subsidiaries
               by consolidation, merger, purchase of assets or businesses;
               provided, however, that should such transaction involve an
               affiliate (as defined in Section 4.6 of the First Amended and
               Restated Preferred Stock Investors Rights Agreement) of SK
               Telecom Co., Ltd., such transaction must be approved by a
               majority of the members of the Board of Directors, or (ii) any
               other reorganization approved in accordance with Section 6.4(b)
               of the First Amended and Restated Preferred Stock Investors
               Rights Agreement;

          (vii) any securities issued pursuant to a Qualified IPO; or

          (viii) up to 50,000 Series C Preferred Shares, taking into account
               share splits, share dividends or other similar event, issued to
               Nokia Venture Partners II, LP, I-HATCH VENTURES, L.P. or their
               respective affiliates.

(2)  Without being subject to the Right of Participation under Paragraph 1 of
     this Article 10, in each case desribed in Article 10 (1)B(i) to (vii), the
     Company may issue and allot new shares to third parties other than the
     existing shareholders by the resolution adopted at the meeting of the
     Board.

(3)  Notwithstanding any contrary provisions, in the case that an approval by
     the shareholders is required under the Nasdaq regulations for the issuance
     of new shares, the Company shall issue new shares by a resolution adopted
     at the General Meeting of Shareholders.

ARTICLE 10-2. STOCK OPTIONS


                                       21



(1)  The Company may grant stock options to its officers and employees within
     the scope of 10/100 of the total number of issued and outstanding shares by
     special resolution adopted at the General Meeting of Shareholders.

(2)  The officers and employees of the Company who have contributed the
     establishment of the Company or the innovations in management or technology
     of the Company, or who have the capability to make such contribution, can
     be granted stock options, except for the following persons:

     (i)  a shareholder who holds 10/100 or more of the total outstanding shares
          of the Company excluding the shares without voting rights;

     (ii) a person who practically exercises his influence over important
          matters relating to the management of the company such as the
          appointment or dismissal of directors and the like; or

     (iii) the spouse, lineal ascendants or descendents of the person provided
          in above (i) and (ii).

(3)  The shares to be delivered by exercising the stock option (in the case that
     any difference between the exercise price of stock option and the market
     price of stock is compensated by cash or treasury stock, such shares mean
     the shares which are the basis for calculation of such difference) shall be
     registered common stocks.

(4)  The number of stock options granted to any one officer or employee shall
     not exceed 10/100 of the total number of issued and outstanding shares of
     the Company.

(5)  The exercise price per share of stock options and any adjusted exercise
     price per share after stock options are granted shall not be less than
     either of the following:

     (A)  In the event that new shares are issued, the larger amount of: (i) the
          fair value of such shares as of the date the stock options are granted
          and (ii) the par value of such shares; or

     (B)  In the event that the Company is transferring treasury shares, the
          fair value as of the date the stock options are granted.

(6)  The stock option may be exercised within the period determined by the
     special resolution of the General Meeting of Shareholders granting such
     stock option within ten (10) years from the second anniversary of the
     special resolution granting such stock option adopted at the General
     Meeting of Shareholders.


                                       22



(7)  The stock option may be exercised by a person who has served more than two
     (2) years from the date of the General Meeting of Shareholders granting
     such stock option.

(8)  With respect to the payment of dividends on the shares issued upon exercise
     of stock option, Article 10-3 shall apply mutatis mutandis.

(9)  The granted stock option may be cancelled and revoked by the resolution of
     the Board in any of the following cases:

     (i)  In case the concerned officer or employee retires, at will, from the
          Company, after being granted stock options;

     (ii) In case the concerned officer or employee intentionally or
          inadvertently causes a material damages to the Company after being
          granted stock options;

     (iii) In case the Company is not able to issue or transfer shares upon
          exercise of stock option due to its bankruptcy, dissolution, etc.; or

     (iv) In case there occurs any cancellation event set forth in stock option
          agreements.

ARTICLE 10-3. BASIS FOR CALCULATION OF DIVIDENDS ON NEW SHARES

In the event that Company issues new shares by a rights issue, bonus issue or
stock dividend, for the purpose of distributing dividends on such newly-issued
shares, such newly-issued shares shall be deemed to have been issued at the end
of the fiscal year immediately preceding the fiscal year during which such
newly-issued shares are issued.

ARTICLE 11. SHARE ISSUANCE AT MARKET VALUE

The Company may issue all or part of its new shares at the market value, and the
issuance price shall be determined by the resolution adopted at the meeting of
the Board.

ARTICLE 12. ALTERATION OF ENTRY

(1)  The Company shall designate a transfer agent for stock.

(2)  The appointment, office, and the scope of the activities of the transfer
     agent shall be determined by the resolution of the Board and shall be
     publicly notified.

(3)  The Register of Shareholders or its copies shall be kept at the business
     place of the transfer agent. Transfer agent shall handle the matters
     pertaining to stock such as change of shareholder's name, registration or
     cancellation of pledge, creation or cancellation of marks for property in
     trust, issuance of stock certificates, and receipts of reports.

(4)  The procedures for the duties prescribed in Paragraph 3 above shall be
     subject to the


                                       23



     provisions of the Regulation on Transfer Agency Service for Securities.

ARTICLE 13. REGISTRATION OF PLEDGE AND INDICATION OF PROPERTY IN TRUST

A person, who intends to register pledge on or indicate property in trust
attached to the shares of the Company, shall submit the relevant stock
certificates to the transfer agent, together with the application in such form
as may be prescribed by the Company sealed and signed by such person. The same
shall apply in case of cancellation of such registration or indication.

ARTICLE 14. REISSUANCE OF SHARE CERTIFICATES

(1)  Any person desiring to receive new share certificate(s) due to defacement
     or damage or as a result of the partition or consolidation of the person's
     share(s) shall submit an application in such form as may be prescribed by
     the Company to the transfer agent together with the share certificate(s).

(2)  In case the share certificate(s) is lost, the application in such form as
     may be prescribed by the Company for the new certificate(s) must be
     submitted to the transfer agent together with an original or copy of the
     judgment of nullification thereof.

ARTICLE 15. CLOSING OF SHAREHOLDERS' REGISTER AND RECORD DATE

(1)  Each year for a period of 60 days from the day immediately following the
     last day of a fiscal year, the Company shall suspend any entry in the
     Shareholders' Register of any alteration in the shareholder's name,
     registration or de-registration of pledges, or recordation or
     de-recordation of trust shares.

(2)  The Company shall allow the shareholders who are recorded as shareholders
     in the Shareholders' Register as of the last day of each fiscal year to
     exercise their rights pertaining to the shares at the Ordinary General
     Meeting of Shareholders for such fiscal year.

(3)  In the event that an Extraordinary General Meeting of Shareholders is
     convened, or if otherwise necessary, the Company may suspend, with two (2)
     weeks' prior notice, entries of alterations in the Shareholders' Register
     for a certain period not exceeding one (1) month by a Board resolution or
     deem the shareholders whose names appear in the Shareholders' Register as
     of the date set by a Board resolution (the "record date") to be the
     shareholders entitled to exercise the rights pertaining to the shares;
     provided, however, that, if the Board deems it necessary, the Company may
     suspend any entry in the Shareholders' Register


                                       24



     including entries involving a change in a shareholder's name, and adopt the
     record date at the same time.

ARTICLE 16. REPORTING OF ADDRESSES, NAMES AND SEALS OR SIGNATURES OF
SHAREHOLDERS

(1)  Shareholders and registered pledgees shall submit to the transfer agent
     (Article 12) of their names, addresses, and seals or signature.

(2)  Shareholders and registered pledgees who reside in foreign countries shall
     appoint their agents and notify the Company and transfer agent of their
     agents and the places in Korea to which notices should be sent.

(3)  The same requirement shall apply in the event of any changes in matters
     referred to in Paragraphs 1 and 2 above.

(4)  The Company shall not be held responsible for any loss or damage to the
     shareholders and pledgees when such loss or damage is caused by their fault
     or negligence in complying with the provisions of this Article 16.

                               CHAPTER III. BONDS

ARTICLE 17. ISSUANCE OF CONVERTIBLE BONDS

(1)  The Company may issue convertible bonds in the aggregate face amount not
     exceeding ten billion (10,000,000,000) Won to persons other than the
     shareholders by a resolution of the Board, in any case of the following:

     (i)  Where the Company issues convertible bonds by way of a public
          offering;

     (ii) Where the Company issues convertible bonds to foreigners for business
          necessity of the Company in accordance with the Foreign Investment
          Promotion Act;

     (iii) Where the Company issues convertible bonds to its allied companies
          for the purpose of introducing technology;

     (iv) Where the Company issues convertible bonds to the domestic and/or
          foreign financial institutions in order to finance the Company in the
          emergent cases;

     (v)  Where the Company issues convertible bonds pursuant to the acquisition
          of another corporation or entity by the Company by consolidation,
          merger, purchase of assets or businesses, or other reorganization
          approved in accordance with Section 6.4(b) of the First Amended and
          Restated Preferred Stock Investors Rights Agreement; or


                                       25



     (vi) Where the Company issues convertible bonds in the aggregate face
          amount not exceeding 10,000,000,000 Won to (i) employees, officers,
          directors, contractors, advisors or consultants of the Company or a
          legal entity of which the Company has at least 50% of shares or equity
          holdings, or (ii) a legal entity, a partnership or an entity for the
          benefit of such employees, officers, directors, contractors, advisors
          or consultants of the Company or a legal entity of which the Company
          has at least 50% of shares or equity holdings pursuant to incentive
          agreements or incentive plans approved by the Board or the
          shareholders, as the case may be.

(2)  Notwithstanding Paragraph 1 of this Article 17, Participation Rights
     Holders shall have the right of participation to purchase its Pro Rata
     Share of all (or any part) of the convertible bonds the Company issues,
     except the convertible bonds issued pursuant to Subparagraphs (v) and (vi)
     of Paragraph (1) of this Article 17.

(3)  Convertible bonds mentioned in Paragraph (1) of this Article 17 may, by
     resolution of the Board, be issued with their conversion rights limited to
     a certain portion of the issue price.

(4)  The shares to be issued upon conversion shall be common shares. The
     conversion price, which shall not be less than the par value of the shares,
     shall be determined by resolution of the Board at the time of issuance of
     the convertible bonds.

(5)  The provisions of Article 10-3 shall apply mutatis mutandis to the payment
     of dividends on the shares issued upon conversion and the payment of
     interest on the convertible bonds.

(6)  Notwithstanding any contrary provisions, in the case that an approval by
     the shareholders is required under the Nasdaq regulations for the issuance
     of convertible bonds, the Company shall issue convertible bonds by a
     resolution adopted at the General Meeting of Shareholders.

ARTICLE 18. ISSUANCE OF BONDS WITH WARRANTS

(1)  The Company may issue bonds with warrants in the aggregate face amount not
     exceeding ten billion (10,000,000,000) Won to persons other than the
     shareholders by a resolution of the Board, in any of the following events:

     (i)  Where the Company issues bonds with warrants by way of a public
          offering;

     (ii) Where the Company issues bonds with warrants to foreigners for
          business necessity of the Company in accordance with the Foreign
          Investment Promotion Act;

     (iii) Where the Company issues bonds with warrants to its allied companies
          for the purpose of introducing technology;

     (iv) Where the Company issues bonds with warrants to the domestic and/or
          foreign financial institutions in order to finance the Company in the
          emergent cases; or


                                       26



     (v)  Where the Company issues bonds with warrants pursuant to the
          acquisition of another corporation or entity by the Company by
          consolidation, merger, purchase of assets or businesses, or other
          reorganization approved in accordance with Section 6.4(b) of the First
          Amended and Restated Preferred Stock Investors Rights Agreement.

(2)  Notwithstanding Paragraph 1 of this Article 18, Participation Rights
     Holders shall have the right of participation to purchase its Pro Rata
     Share of all (or any part) of the bonds with warrants the Company issues,
     except the bonds with warrants issued pursuant to Subparagraph (v) of
     Paragraph (1) of this Article 18.

(3)  The amount of new shares which can be subscribed for by the holders of the
     bonds with warrants shall be determined by the Board; provided, however,
     that the aggregate par value of such new shares shall not exceed the
     aggregate face value of the bonds with warrants.

(4)  The shares to be issued upon exercise of warrants shall be common shares.
     The exercise price, which shall not be less than the par value of the
     shares, shall be determined by resolution of the Board at the time of
     issuance of the bonds with warrants.

(5)  The provisions of Article 10-3 shall apply mutatis mutandis to the payment
     of dividends on the shares issued upon exercise of warrants and the payment
     of interest on the bonds with warrants.

(6)  Notwithstanding any contrary provisions, in the case that an approval by
     the shareholders is required under the Nasdaq regulations for the issuance
     of bonds with warrants, the Company shall issue bonds with warrants by a
     resolution adopted at the General Meeting of Shareholders.

CHAPTER IV. GENERAL MEETING OF SHAREHOLDERS

ARTICLE 19. TYPES OF GENERAL MEETINGS OF SHAREHOLDERS

(1)  The shareholders meetings of the Company shall be in two types: (i)
     Ordinary General Meeting of Shareholders; and (ii) Extraordinary General
     Meeting of Shareholders.

(2)  The Ordinary General Meeting of Shareholders shall be held within three (3)
     months after the end of each fiscal year and the Extraordinary General
     Meeting of Shareholders may be convened whenever deemed necessary.

ARTICLE 20. CONVENING OF GENERAL MEETINGS OF SHAREHOLDERS


                                       27



(1)  The General Meeting of Shareholders shall be convened by the Representative
     Director in accordance with the resolution of the Board unless otherwise
     provided by laws.

(2)  In the event that the Representative Director is unable to perform his/her
     duty, the provisions of Paragraph (3)C of Article 35 shall be applied
     mutatis mutandis.

ARTICLE 21. NOTICE OF CONVENING OF MEETING AND PUBLIC NOTICE

When convening a shareholders meeting, each shareholder having voting right
shall be notified of the date, place, and agenda of the meeting in writing or
electronic mail two weeks prior to the date of the meeting.

ARTICLE 22. PLACE OF MEETING

The General Meetings of Shareholders shall be convened at the head office or at
a nearby location, if necessary.

ARTICLE 23. CHAIRMAN

The Representative Director shall act as Chairman at a General Meeting of
Shareholders of the Company. If the Representative Director can not act as
Chairman, the provisions of Paragraph (3)C of Article 35 shall be applied
mutatis mutandis.

ARTICLE 24. MAINTENANCE OF ORDER BY CHAIRMAN

(1)  The Chairman at a General Meeting of Shareholders may order a person, who
     intentionally speaks or acts to prevent deliberations of the meeting or who
     disturbs public order of the meeting, to stop or retract his/her speech or
     to leave the place of the meeting, and such person shall comply with the
     Chairman's order.

(2)  The Chairman at a General Meeting of Shareholders may limit the time and
     number of shareholders' speeches when it is necessary for the smooth
     deliberations of the meeting.

ARTICLE 25. VOTING

Each holder of a share that has a voting right shall have one (1) vote per each
share.

ARTICLE 26. VOTING BY PROXY

(1)  A shareholder may exercise his/her voting rights by proxy.


                                       28



(2)  The holder of a proxy referred to in the above Paragraph 1 shall submit a
     certificate evidencing his/her power of representation (a power of
     attorney) before the convening of the General Meeting of Shareholders.

ARTICLE 27. METHOD OF RESOLUTION

(1)  A General Meeting of Shareholders shall be duly convened with a quorum of
     not less than one-third (1/3) of total number of issued and outstanding
     shares with voting rights.

(2)  All resolutions of the General Meeting of Shareholders, except as otherwise
     provided by the relevant laws, shall be adopted if the approval of a
     majority vote of the shareholders present at such meeting is obtained and
     such majority also represents at least one-third (1/3) of the total issued
     and outstanding voting shares.

ARTICLE 28. MINUTES OF MEETING

(1)  The substance of proceedings at a General Meeting of Shareholders and the
     results thereof shall be recorded in the minutes of the meeting, which
     shall bear the names and the seals or signatures of the Chairman and
     Directors present at the meeting.

(2)  The Company shall translate the minutes of the shareholders meetings from
     Korean into English. The Korean version of the minutes shall prevail in the
     event of any inconsistencies between the Korean and English versions.

CHAPTER V. BOARD OF DIRECTORS

ARTICLE 29. NUMBER OF DIRECTORS

The number of Directors of the Company constituting the entire Board shall be
nine (9).

ARTICLE 30. ELECTION OF DIRECTORS

(1)  The Directors shall be elected at the General Meeting of Shareholders.

(2)  The Directors shall be elected at a General Meeting of Shareholders by the
     affirmative vote of shareholders representing at least a majority of the
     voting shares present at the meeting and at least one-fourth (1/4) of the
     total number of voting shares issued and outstanding.

(3)  The Directors may be standing Directors or non-standing Directors.

ARTICLE 31. [INTENTIONALLY LEFT BLANK]


                                       29



ARTICLE 32. TERM OF OFFICE OF DIRECTORS

The term of office of a Director including the Representative Director shall be
three (3) years; provided, however, that, if the term of office expires after
the end of a fiscal year but before the Ordinary General Meeting of Shareholders
convened with respect to such fiscal year, the term of office shall be extended
into the close of such General Meeting of Shareholders.

ARTICLE 33. [INTENTIONALLY LEFT BLANK]

ARTICLE 34. VACANCIES IN OFFICES OF DIRECTORS AND BY-ELECTION

(1)  In the event that any Director falls into any of the following, the offices
     of such Director shall be deemed vacant:

     (i)  Where a Director deceases;

     (ii) Where a Director is declared bankrupt;

     (iii) Where a Director is adjudged incompetent or quasi-incompetent; or

     (iv) Where a Director is punished by imprisonment.

(2)  In the event of any vacancy in the office of Director during a term of
     office, a substitute Director shall be elected at the Extraordinary General
     Meeting of Shareholders.

ARTICLE 35. DUTIES OF DIRECTORS

(1)  The Company shall elect one Representative Director among the Directors by
     a resolution of the Board. Such Representative Director shall represent the
     Company and shall execute general matters of the Company.

(2)  The directors shall assist the Representative Director, and shall perform
     their respective duties as determined by the Board.

(3)  In the absence of Representative Director, the next person in the order of
     priority, as determined in advance by the Board, shall perform the duties
     of the Representative Director in lieu of the absent Representative
     Director.

ARTICLE 36. [INTENTIONALLY LEFT BLANK]

ARTICLE 37. REMUNERATION AND RETIREMENT ALLOWANCE FOR DIRECTORS


                                       30



(1)  The remuneration to be paid to Directors shall be determined by a
     resolution adopted at the General Meeting of Shareholders.

(2)  Retirement Allowance to be paid to the Directors shall be determined in
     accordance with the Regulations on Officer and Director Remunerationwhich
     have been approved at the General Meeting of Shareholders.

ARTICLE 38. COMPOSITION OF THE BOARD OF DIRECTORS

(1)  The Board shall consist of Directors and shall resolve all important
     matters relating to the affairs of the Company. Regarding the Chairman of
     the Board, Article 23 shall be applied mutatis mutandis.

(2)  The Company may appoint observers (the "Observers"). The Observers shall be
     entitled to attend the meetings of the Board and the committees thereof in
     a non-voting, observer capacity.

(3)  The committee for recommendation of candidates for directors and the
     compensation committee shall be established as committees within the Board
     for the purpose of handling matters delegated by the Board, and matters
     related to the organization and operation thereof shall be determined by
     the Board.

ARTICLE 39. CONVENING OF MEETING OF THE BOARD OF DIRECTORS

(1)  Meetings of the Board shall be convened at least once in any quarter.

(2)  A meeting of the Board may be called by the Representative Director, or any
     Director if such Director is authorized to call such meeting by the Board.

(3)  Notice of a meeting of the Board shall be dispatched to each Director with
     a written agenda at least seven (7) days prior to the date set for the
     meeting.

(4)  Such procedure in the above Paragraph 3 may be omitted or shortened with
     the consent of all Directors.

ARTICLE 40. METHOD OF RESOLUTION OF THE BOARD OF THE DIRECTORS

(1)  Except for an approval of issuance of securities pursuant to a transaction
     involving an affiliate of SK Telecom Co., Ltd., under Article 10(1)(B)(vi),
     a resolution of the Board shall be adopted by the presence of a majority of
     the directors in offices and by the affirmative votes of a majority of the
     directors present at the meeting.


                                       31



(2)  A Director having a special interest with respect to the resolution of the
     Board shall not exercise his/her voting right.

(3)  The Board may allow all or part of the directors to participate in
     resolutions by the videoconferencing method where every one is able to
     transmit and receive images and voices at the same time, without having to
     present at meetings. A director who participates in the meeting by
     videoconferencing shall be deemed as to be present at the meeting.

(4)  Meetings of the Board shall be held in English.

ARTICLE 41. MINUTES OF MEETINGS OF BOARD OF DIRECTORS

(1)  The agenda, results of the meeting of the Board, the names of any
     dissenters and reasons for their dissention shall be recorded in the
     minutes of the meeting, and the Directors present at the meeting shall
     write their names and affix their seals or execute such minutes.

(2)  The Company shall translate the minutes of the meeting of the Board from
     Korean into English. The Korean version of the minutes shall prevail in the
     event of any inconsistencies between the Korean and English versions.

CHAPTER VI. AUDIT COMMITTEE

ARTICLE 41-2. CONSTITUTION OF THE AUDIT COMMITTEE

(1)  The Company shall have an Audit Committee in lieu of a Statutory Auditor
     pursuant to Article 415-2 of the Commercial Code.

(2)  The Audit Committee shall consist of three (3) or more Directors.

(3)  Persons who fall under each of the items in Paragraph (2) of Article 415-2
     of the Commercial Code shall not constitute more than one-third (1/3) of
     the members of the Audit Committee.

(4)  The Board may appoint or dismiss a member of the Audit Committee; provided,
     that a resolution of dismissal shall be adopted by the affirmative votes of
     at least two-thirds (2/3) of the directors in office.


                                       32



(5)  The representative of the Audit Committee shall be elected by the Audit
     Committee.

ARTICLE 41-3. DUTIES OF THE AUDIT COMMITTEE

(1)  The Audit Committee shall examine accounting and operation of the Company.

(2)  The Audit Committee may request to convene an Extraordinary General Meeting
     of Shareholders by submitting a written request to the Board specifying the
     agenda of the meeting and the reason for the meeting.

(3)  The Audit Committee may request subsidiaries of the Company to report their
     business operations as is deemed necessary. In such case, if the subsidiary
     fails to make an immediate report, or it is required to confirm the
     contents of such report, the Audit Committee may investigate the business
     and conditions of assets of the subsidiary.

(4)  The Audit Committee shall treat matters delegated by the Board in addition
     to those described in Paragraphs (1) through (3) above.

ARTICLE 41-4. REGULATIONS OF THE AUDIT COMMITTEE

In addition to matters specified herein, matters concerning the Audit Committee,
including the constitution and scope of the specific duties of the Audit
Committee, may be defined in the form of regulations of the Audit Committee by
the Board.

ARTICLE 41-5. RECORDS OF THE AUDIT COMMITTEE

The Audit Committee shall record the substance and results of its audit in the
records of the Audit Committee, on which the name and seal of the member(s) of
the Audit Committee who has performed such audit shall be affixed or shall be
signed by such member(s) of the Audit Committee.

CHAPTER VII. ACCOUNTING

ARTICLE 42. FISCAL YEAR

The fiscal year of the Company shall commence on January 1 and end on December
31 of each year.

ARTICLE 43. PREPARATION AND KEEPING OF FINANCIAL STATEMENTS AND BUSINESS REPORTS

(1)  The Representative Director of the Company shall prepare the following
     documents, the supplementary documents thereof and the business report at
     least six (6) weeks before the


                                       33



     date of the Ordinary General Meeting of Shareholders, shall receive an
     approval of the Board and an audit thereof by the Audit Committee, and
     shall submit the following documents and the business report to the
     Ordinary General Meeting of Shareholders:

     (i)  Balance Sheets;

     (ii) Statements of Profit and Loss; and

     (iii) Statements of Appropriation of Retained Earnings or Deficit.

(2)  The Representative Director shall keep the documents described in Paragraph
     (1) above and the supplementary documents thereof together with the
     business report and the audit report, at the head office of the Company for
     five (5) years and copies of all of such documents at the branches of the
     Company for three (3) years, beginning from one (1) week before the day of
     the Ordinary General Meeting of Shareholders.

(3)  Immediately after the document referred to in Paragraph (1) above have been
     approved at the General Meeting of Shareholders, the Representative
     Director shall give public notice of the balance sheets.

ARTICLE 44. APPOINTMENT OF EXTERNAL AUDITORS

With respect to appointing external auditors, the Company shall obtain approval
of the Audit Committee pursuant to the provisions of the Act on External Audit
of Stock Companies and shall report appointment of external auditors at the
first ordinary shareholders' meeting after appointment.

ARTICLE 45. DISPOSITION OF PROFITS

The Company shall dispose of the unappropriated retained earnings as of the end
of each fiscal year as follows:

     (i)  earned surplus reserves (required to be one-tenth or more of cash
          dividends paid for the pertinent fiscal year);

     (ii) other statutory reserves;

     (iii) dividends;

     (iv) discretionary reserves;

     (v)  other appropriations of earned surplus; and

     (vi) retained earnings carried forward to next fiscal year.

ARTICLE 46. DIVIDEND

(1)  Dividends of profits may be paid to the shareholders in either cash or
     shares.


                                       34



(2)  Dividends mentioned in Paragraph (1) above shall be paid to the
     shareholders or registered pledgees in the Shareholders' Register of the
     Company as of the last day of each fiscal year.

(3)  The right to claim for dividends shall expire if such right is not
     exercised for five (5) consecutive years. Any dividends that have not been
     claimed for five (5) consecutive years shall belong to and be retained by
     the Company.

                     CHAPTER VIII. SUPPLEMENTARY PROVISIONS

ARTICLE 47. FIRST FISCAL YEAR

The first fiscal year of the Company shall be from the date of incorporation to
December 31 of the same year.

ADDENDA

ARTICLE 1. EFFECTIVE DATE

This Articles of Incorporation shall come into force as of June 16, 2000.

ARTICLE 2. COMPANY'S REGULATIONS

Any regulations of the Company, which are necessary for management and promotion
of the Company's business, shall be enforced as approved by the Board.

ARTICLE 3. OTHER MATTERS NOT COVERED

Any matters which are not addressed in these Articles of Incorporation shall be
decided in accordance with the resolution adopted at the General Meeting of
Shareholders, the Commercial Code, and the other relevant laws.

Addendum

This Articles of Incorporation shall be effective as of March 24, 2001.

Addendum

This Articles of Incorporation shall be effective as of May 15, 2002.

Addendum

This Articles of Incorporation shall be effective as of March 28, 2003.


                                       35



Addendum

This Articles of Incorporation shall be effective as of July 28, 2003. However,
this Article (7-1 Characteristics of Series A Preferred Shares) of Incorporation
shall be effective as of August 28, 2003

Addendum

This Articles of Incorporation shall be effective as of September 24, 2004.

Addendum

This Articles of Incorporation shall be effective as of February 15, 2005.

Addendum

This Articles of Incorporation shall be effective as of March 30, 2005, provided
that, Paragraph (3) of the Article 10, Paragraph (6) of the Article 17 and
Paragraph (6) of the Article 18 shall be effective as of the date when the
Company applies the listing of the Company's common stock, or depository
receipts representing such common stock, on the Nasdaq.

Addendum

This Articles of Incorporation shall be effective as of June 28, 2005, provided
that, Paragraph (3) of the Article 10, Paragraph (6) of the Article 17 and
Paragraph (6) of the Article 18 shall be effective as of the date when the
Company applies the listing of the Company's common stock, or depository
receipts representing such common stock, on the Nasdaq.


                                       36

EX-4.1

                                                                     Exhibit 4.1

                                                           (English translation)

                               WIDERTHAN CO., LTD.

                                SHARE CERTIFICATE
                                   [SPECIMEN]

                               AMOUNT: W5,000,000

                                                        ISSUANCE NUMBER: [_____]

                                                          SERIAL NUMBER: [_____]

                                     
1. Name of the Company:                 Widerthan Co., Ltd.
1. Date of Establishment:               June 16, 2000
1. Total Number of Authorized Shares:   30,000,000 shares
1. Par Value of Shares :                W500
1. Type of Shares:                      Registered Common stock
1. Issuance date:                       June 2, 2004



This stock certificate has been issued as evidence of the fact that the person
whose name appears in the back page of this certificate is a shareholder of
10,000 shares of the Company pursuant to the Company's articles of
incorporation.

WiderThan Co., Ltd.

Representative Director, Sangjun Park /seal/



                                   [Back page]

Name of Shareholder: ___________________

Date of Issuance: ______________________



     Registration Date   Name of Shareholder   Notary
     -----------------   -------------------   ------
                                      
1.
2.
3.
4.
5.
6.
7.
8.


*    As the space below is subject to electronic processing, please do not write
     or stain on the space below.

EX-5.1

                                                                     Exhibit 5.1

                                   SHIN & KIM

                                 ATTORNEYS AT LAW             TEL: 82 2 316-4114
MAILING ADDRESS :              ACE TOWER, 4TH FLOOR           FAX: 82 2 756-6226
C. P. O. BOX 8261         1-170, SOONHWA-DONG, CHUNG-KU      SHINKIM@SHINKIM.COM
SEOUL 100-682, KOREA           SEOUL 100-712, KOREA              WWW.SHINKIM.COM

                                                             November 18, 2005

WiderThan Co., Ltd.
17F, K1 REIT Building, 463 3-Ga
Chungjeong-Ro,Seodaemun-Gu
Seoul, Korea

Ladies and Gentlemen:

We have acted as Korean counsel for WiderThan Co., Ltd., a joint stock
corporation with limited liability (chusik-hoesa) established under the laws of
the Republic of Korea (the "Company") in connection with the preparation and
filing with the United States Securities and Exchange Commission (the
"Commission") under the Securities Act of 1933, as amended (the "Securities
Act"), of the Company's registration statement on Form F-1 (the "Registration
Statement") relating to the offering, as set forth in the Registration Statement
and the form of prospectus contained therein (the "Prospectus"), of shares of
the Company's common stock, par value Won 500 per share (the "Shares").

We have reviewed the originals or copies, certified or otherwise identified to
our satisfaction of such instruments and other documents, and we have made such
investigations of law, as we have deemed appropriate as a basis for the opinion
expressed below. In such examination, we have assumed the genuineness of all
signatures, the legal capacity of natural persons, the authenticity of all
documents submitted to us as originals, the conformity to original documents of
all documents submitted to us as certified or photostatic copies, and the
authenticity of the originals of such copies. As to any facts material to this
opinion that we did not independently establish or verify, we have relied upon
statements and representations of officers and other representatives of the
Company.

Based upon the foregoing, and subject to further qualifications set forth below,
we are of the opinion that:

     (a)  All outstanding Shares have been validly issued, fully paid and
          non-assessable.

     (b)  When the Shares to be issued by the Company as contemplated in the
          Registration Statement or pursuant to any registration statement
          related thereto filed by the Company with the Commission have been
          duly paid for by the purchasers thereof, such Shares will be validly
          issued, fully paid and non-assessable.



                                                                      SHIN & KIM

     (c)  The statements set forth in the Prospectus under the heading "Taxation
          - Korean Taxation", insofar as such statements purport to summarize
          certain Korean tax laws relating to the ADSs (as defined in the
          Prospectus) and the Shares, constitute a fair summary of the principal
          Korean tax consequences to the non-resident holders (as described in
          the Prospectus) of the ADSs.

This opinion is limited to the matters addressed herein and is not to be read as
an opinion with respect to any other matter. This opinion is given with respect
to the laws of Korea as currently in effect and we do not pass upon and we
express no opinion in respect of those matters governed by or construed in
accordance with the laws of any jurisdiction other than Korea.

We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to us under the heading "Legal
Matters" in the Prospectus, without thereby admitting that we are "experts"
under the Securities Act or the rules and regulations of the Commission
thereunder for the purpose of any part of the Registration Statement, including
the exhibit as which this opinion is filed.

                                        Yours faithfully,

                                        /s/ Shin & Kim
                                        ----------------------------------------
                                        Shin & Kim


                                        2

EX-8.2

                                                                     Exhibit 8.2

                                                               November 18, 2005

WiderThan Co., Ltd.
17F, K1 REIT Building 463 3-Ga
Chungjeong-Ro, Seodaemun-Gu
Seoul 120-709, Korea

Ladies and Gentlemen:

          We have acted as United States counsel to WiderThan Co., Ltd., a
limited liability company incorporated under the laws of the Republic of Korea
(the "Company"), in connection with the preparation and filing by the Company
with the Securities and Exchange Commission of the Registration Statement on
Form F-1 dated November 18, 2005 (the "Registration Statement") under the
Securities Act of 1933, as amended (the "Securities Act"), with respect to
6,000,000 American depositary shares (the "ADSs") representing 6,000,000 Common
Shares, par value W500 per share (the "Shares"). The ADSs will be evidenced by
American depositary receipts (the "ADRs") to be issued under the Deposit
Agreement to be entered into by and among the Company, JPMorgan Chase Bank,
N.A., as Depositary (the "Depositary"), and all holders and beneficial owners of
ADSs evidenced by ADRs issued thereunder (the "Deposit Agreement").

          We have examined (i) the Registration Statement (File No.
333-        ) filed by the Company under the Securities Act and (ii) a form of
the Deposit Agreement, which will form a part of the Registration Statement on
Form F-6 to be filed by the Depositary and the Company under the Securities Act.
In addition, we have examined, and have relied as to matters of fact



WiderThan Co., Ltd.                    -2-                     November 18, 2005


upon, forms of the documents delivered to you at the closing, and upon
originals, or duplicates or certified or conformed copies, of such corporate
records, agreements, documents and other instruments and such certificates or
comparable documents of public officials and of officers and representatives of
the Company, and have made such other and further investigations, as we have
deemed necessary or appropriate as a basis for the opinion hereinafter set
forth.

          In such examination, we have assumed the genuineness of all
signatures, the legal capacity of natural persons, the authenticity of all
documents submitted to us as originals, the conformity to original documents of
all documents submitted to us as duplicates or certified or conformed copies,
and the authenticity of the originals of such latter documents. We have assumed
that the Deposit Agreement and other documents will be executed by the parties
in the forms provided to and reviewed by us. We have further assumed that all
transactions relating to the ADRs will be carried out in accordance with the
terms of the Deposit Agreement and related documents.

          Based upon the foregoing, and subject to the qualifications,
assumptions and limitations stated herein, and in the Registration Statement, we
hereby confirm our opinion set forth in the Registration Statement under the
caption "Taxation--U.S. federal income tax considerations."

          We do not express any opinion herein concerning any law other than the
federal tax law of the United States.

          We hereby consent to the filing of this opinion with the Securities
and Exchange Commission as an exhibit to the Registration Statement and to the
references to our firm under the



WiderThan Co., Ltd.                    -3-                    November 18, 2005


headings "Taxation--U.S. federal income tax considerations" and "Legal Matters"
in the Registration Statement.

                                        Very truly yours,


                                        /s/ Simpson Thacher & Bartlett LLP
                                        ----------------------------------------
                                        SIMPSON THACHER & BARTLETT LLP

EX-10.1

                                                                    Exhibit 10.1



                           FIRST AMENDED AND RESTATED

                   PREFERRED STOCK INVESTORS RIGHTS AGREEMENT

     This First Amended and Restated Preferred Stock Investors Rights Agreement
(this "Agreement") is entered into as of December ___, 2004 (the "Effective
Date"), by and among WiderThan.com Co., Ltd., a Korean corporation (the
"Company"); the parties listed on Exhibit A as major shareholders (the "Major
Shareholders"); Nokia Venture Partners II, LP, a Delaware limited partnership
("NVP") and NVP Affiliates Fund II, LP, a Delaware limited partnership ("NVP
Affiliates" and together with NVP, the "Series A Preferred Holders"); the
parties listed on Exhibit B as participating stockholders of Ztango, Inc., a
Delaware corporation (collectively, with Mooreland Partners, LLC and Dan Nemo,
the "Series B Preferred Holders"); SAIF Capital Limited, a Maltese corporation
("SAIF"), and WTC Investment LLC, a Delaware limited liability company
(collectively with its permitted transferees pursuant to Section 4.6(e) hereof,
"Apax"). Capitalized terms not defined herein shall have their respective
meanings set forth in the Acquisition Agreement (as defined below).


                                 R E C I T A L S

     WHEREAS, the Company, the Series A Preferred Holders, and the Major
Shareholders previously entered into that certain Investor Rights Agreement,
dated as of May 8, 2002, as amended, setting forth, among other things, the
rights and preferences relating to the Series A Preferred Stock (the "Series A
Investor Rights Agreement");

     WHEREAS, the Series B Preferred Holders acquired shares of Series B
Preferred Stock (the "Series B Preferred Stock," and together with the Series A
Preferred Stock, the "Preferred Stock") pursuant to that certain Agreement, by
and among the Company, WiderThan.com USA, Inc., Ztango, Inc. ("Ztango"), SJ
Park, as Agent, and the Participating Ztango Stockholders (as defined therein),
dated as of June 28, 2004 (the "Acquisition Agreement");

     WHEREAS, the Series A Preferred Holders, the Major Shareholders, and the
Series B Preferred Holders entered into the Preferred Stock Investors Rights
Agreement (the "Prior Agreement") as a condition precedent to the closing of the
sale and purchase of the Series B Preferred Stock, which superseded and replaced
the Series A Investor Rights Agreement; and

     WHEREAS, in connection with the sale of certain shares of common stock of
the Company by Tae Won Chey ("Mr. Chey") pursuant to that certain Agreement
dated as of October 8, 2004, as amended (the "Divestiture Agreement"), relating
to the divestiture of shares of common stock of the Company held by Mr. Chey,
the Company, the Series A Preferred Holders, the Series B Preferred Holders, and
the Major Shareholders wish to amend and restate the Prior Agreement as set
forth herein, to which SAIF and Apax desire to join as parties;

                                       1

                                    AGREEMENT

     NOW, THEREFORE, in consideration of the foregoing recitals, the mutual
promises hereinafter set forth, and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the parties hereto
agree as follows:

1.   INFORMATION RIGHTS.

     1.1  Information and Inspection Rights.

     (a)  The Company covenants and agrees that, commencing on the Effective
          Date:

          (i) for so long as the Series A Preferred Holders, as a group, hold 5%
or more of the Company's issued and outstanding shares (on an as-converted,
fully-diluted basis), the Company will deliver to each of the Series A Preferred
Holders (A) audited annual financial statements within 90 days after the end of
each fiscal year prepared in English with all figures expressed in United States
dollars ("Annual Financial Statements"), (B) unaudited monthly financial
statements within 30 days of the end of each month ("Monthly Financial
Statements"), (C) an annual budget for the following fiscal year within 30 days
prior to the end of the preceding fiscal year (the "Annual Budget"), and (D)
copies of all documents or other information sent to any shareholder of the
Company in such person's capacity as a shareholder;

          (ii) for so long as the Series B Preferred Holders, as a group, hold
5% or more of the Company's issued and outstanding shares (on an as-converted,
fully-diluted basis), the Company will (A) deliver to each of the Series B
Preferred Holders, Annual Financial Statements, and (B) deliver to General
Atlantic Partners 64, L.P. ("General Atlantic") and i-Hatch Ventures, LLC
("i-Hatch") (1) Monthly Financial Statements, (2) the Annual Budget, and (3)
copies of all documents or other information sent to any shareholder of the
Company in such person's capacity as a shareholder;

          (iii) for so long as SK Telecom Co., Ltd ("SKT") holds 5% or more of
the Company's issued and outstanding shares (on an as-converted, fully-diluted
basis), the Company will deliver to SKT (A) the Annual Financial Statements, (B)
the Monthly Financial Statements, (C) the Annual Budget, and (D) copies of all
documents or other information sent to any shareholder of the Company in such
person' capacity as a shareholder;

          (iv) for so long as SAIF holds 5% or more of the Company's issued and
outstanding shares (on an as-converted, fully-diluted basis), the Company will
deliver to SAIF (A) the Annual Financial Statements, (B) the Monthly Financial
Statements, (C) the Annual Budget, and (D) copies of all documents or other
information sent to any shareholder of the Company in such person' capacity as a
shareholder; and

          (v) for so long as Apax holds 5% or more of the Company's issued and
outstanding shares (on an as-converted, fully-diluted basis), the Company will
deliver to Apax (A) the Annual Financial Statements, (B) the Monthly Financial
Statements, (C) the Annual Budget,

                                       2

and (D) copies of all documents or other information sent to any shareholder of
the Company in such person' capacity as a shareholder.

     (b)  (i) All financial statements to be provided to such Series A Preferred
Holders, any of the Series B Preferred Holders, SAIF, Apax, or SKT, as the case
may be, pursuant to Section 1.1(a) shall be prepared in conformance with
Generally Accepted Accounting Principles of Korea applied on a consistent basis
(with comments, in the case of audited annual financial statements, on major
differences between the application of Generally Accepted Accounting Principles
of Korea and the application of generally accepted accounting principles
applicable in the United States). The Company's external auditor shall be
selected by the Representative Director, subject to approval of the Board of
Directors.

          (ii) For purposes of Section 1.1(a), the Company shall be deemed to
have satisfied its obligation to provide the financial statements to the Series
A Preferred Holders or the Series B Preferred Holders with the dispatch of such
financial statements to the respective designee of each of the Series A
Preferred Holders and the Series B Preferred Holders designated in accordance
with the notice provision of Section 9.1(a) (the "Delivery Recipient").
Immediately upon receipt by the Delivery Recipients of the Annual Financial
Statements provided pursuant to Section 1.1(a)(ii), the i-Hatch Delivery
Recipient shall deliver such financial statements to each respective holder of
at least 74,285 shares of the Series B Preferred Stock. Materials provided to
the Series A Preferred Holders, i-Hatch or General Atlantic pursuant to Section
1.1(a)(ii)(B) shall not be forwarded to the remaining Series B Preferred Holders
without the express written consent of the Company.

     (c)  So long as the Series A Preferred Holders, the Series B Preferred
Holders, SKT, SAIF, or Apax, as the case may be, respectively hold 5% or more of
the issued and outstanding shares of the Company (on an as-converted basis), the
Company further covenants and agrees that, commencing on the date of this
Agreement, such constituency shall have inspection rights of the facilities,
records, books and accounts of the Company, including discussing the business,
operations and conditions of the Company with its directors and officers, and to
review such information as is reasonably requested; provided, however, that with
respect to the Series B Preferred Holders, such rights may only be exercised by
General Atlantic or i-Hatch. For the avoidance of doubt, no shareholder shall
have inspection rights pursuant to this Section 1.1(c) unless such shareholder
(or group of shareholders, in the case of the Series A Preferred Holders, the
Series B Preferred Holders and Apax) holds at least 5% of the issued and
outstanding shares of the Company.

                                       3

     2.   REGISTRATION RIGHTS.

     2.1  Applicability of Rights. Each of the Series A Preferred Holders, the
Series B Preferred Holders, and Mr. Chey, as the case may be, shall be entitled
to the following rights with respect to any potential public offering of shares
of the Company's common stock or depositary receipts representing the common
stock.

     2.2  Definitions. For purposes of this Agreement:

          (a) Qualified IPO. The term "Qualified IPO" shall mean (i) a bona
fide, underwritten public offering of shares of common stock listed on the
KOSDAQ or KSE made pursuant to a registration statement filed with the Financial
Supervisory Commission in accordance with the Securities and Exchange Act of
Korea resulting in proceeds to the Company of at least US$10,000,000 in the
aggregate (or the equivalent in Korean Won ("KRW"), using the exchange rate as
of the date that such proceeds are actually received by the Company); or (ii)
the listing of the Company's common stock, or depository receipts representing
such common stock, on the New York Stock Exchange, the Nasdaq stock market or
any other "national securities exchange" registered pursuant to Section 6 of the
Securities Exchange Act of 1934, as amended (the "1934 Act"). The determination
of whether to conduct the Qualified IPO in Korea or the United States shall be
made by the Representative Director subject to approval by the Board of
Directors; provided, however, that the Company agrees to use commercially
reasonable efforts to list its common stock, or depository receipts representing
such common stock, on the Nasdaq stock market.

          (b) Registration. The terms "register," "registered," and
"registration" refer to a registration effected by preparing and filing a
registration statement in compliance with the United States Securities Act of
1933, as amended (the "Securities Act"), and the declaration or ordering of
effectiveness of such registration statement.

          (c) Registrable Securities. The term "Registrable Securities" means:
(i) any shares of common stock of the Company to be issued pursuant to
conversion of any Preferred Stock issued (A) under the Acquisition Agreement or
the Series A Preferred Stock Purchase Agreement, dated as of May 8, 2002, by and
among the Company, NVP and NVP Affiliates (the "Series A Preferred Stock
Purchase Agreement"), and (B) pursuant to the Right of Participation (defined in
Section 3 hereof); (ii) any shares of common stock of the Company issued as (or
issuable upon the conversion or exercise of any warrant, right or other security
which is issued as) a dividend or other distribution with respect to, or in
exchange for or in replacement of, any shares of Preferred Stock described in
clause (i) of this Section 2.2(c); (iii) any shares of common stock of the
Company held by Mr. Chey as of the date hereof; and (iv) any other shares of
common stock of the Company owned or hereafter acquired by the Holder of
Registrable Securities described in (i) and (ii) above. Notwithstanding the
foregoing, "Registrable Securities" shall exclude any Registrable Securities
sold by a person in a transaction in which the rights granted under this Section
2 are not assigned in accordance with this Agreement or the Registrable
Securities are transferred in contravention of this Agreement.

                                       4

          (d) Registrable Securities Then Outstanding. The number of shares of
"Registrable Securities then outstanding" shall mean that number of shares of
common stock of the Company that are Registrable Securities then issued and
outstanding (including shares that may be issued upon the conversion of any
Preferred Stock, based on the then current conversion ratio).

          (e) Holder. The term "Holder" means any person or entity owning
Registrable Securities that have not been sold to the public or pursuant to Rule
144 promulgated under the Securities Act or any permitted assignee of such
Registrable Securities to whom the rights granted under this Section 2 have been
duly assigned in accordance with this Agreement.

          (f) "Shelf Registration Statement" shall mean a registration statement
of the Company on Form F-3 (or S-3) pursuant to Rule 415 under the Securities
Act, or any successor form registration statement, which covers all of the
Registrable Securities requested to be included therein pursuant to the
provisions of this Section 2 and all amendments and supplements to such shelf
registration statement, including post-effective amendments, in each case
including the Prospectus contained therein, all exhibits thereto and all
material incorporated by reference (or deemed to be incorporated by reference)
therein.

          (g) SEC. The term "SEC" or "Commission" means the United States
Securities and Exchange Commission.

     2.3  Demand Registration.

          (a) Request by Holders. At any time after the earlier of (i) July 1,
2005 or (ii) six months after the consummation of a Qualified IPO, upon receipt
of a written request from the Holders of at least thirty-five percent (35%) of
the Registrable Securities then outstanding (excluding Registrable Securities
held by Mr. Chey until such time as there are no Registrable Securities other
than those held by Mr. Chey), that the Company file a registration statement
under the Securities Act covering the registration of Registrable Securities
pursuant to this Section 2.3, then the Company shall, within ten (10) business
days of the receipt of such written request, give written notice of such request
("Request Notice") to all Holders, and use its reasonable best efforts to
effect, as soon as practicable, the registration under the Securities Act of all
Registrable Securities that Holders request to be registered and included in
such registration by written notice given by such Holders to the Company within
twenty (20) days after the date the Request Notice is dispatched, subject only
to the limitations of this Section 2.3; provided, however, that the Company
shall not be obligated to effect, or take any action to effect, any such
registration pursuant to this Section 2.3:

          (i) if the aggregate amount of the Registrable Securities requested by
all Holders to be registered pursuant to such request has a value of less than
(A) US$5,000,000, in the case of the first demand registration pursuant to this
Section 2.3, or (B) US$8,000,000, in the case of the second demand registration
pursuant to this Section 2.3;

          (ii) if the Company has, within the six (6) month period preceding the
date of such request, already effected a registration under the Securities Act
pursuant to this Section 2.3 or Section 2.5, or a registration in which the
Holders had an opportunity to participate pursuant to the

                                       5

provisions of Section 2.4, other than a registration from which the Registrable
Securities of certain Holders have been excluded (with respect to all or any
portion of the Registrable Securities the Holders requested be included in such
registration) pursuant to the provisions of Section 2.4(a);

          (iii) if, upon receipt of a registration request pursuant to this
Section 2.3(a), the Company is advised in writing (with a copy to each
Initiating Holder (as hereinafter defined)) by a recognized national independent
investment banking firm selected by the Company that, in such firm's opinion, a
registration at the time and on the terms requested would have a material
adverse effect on any subsequent public offering of securities of the Company by
the Company (other than in connection with employee benefit and similar plans)
(a "Company Offering"), the Company shall not be required to effect a
registration pursuant to this Section 2.3(a) until the earlier of (i) 30 days
after the completion of such Company Offering, or (ii) promptly after any
abandonment of such Company Offering; provided, however, that the periods during
which the Company shall not be required to effect a registration pursuant to
this Section 2.3(a) together with any periods of suspension under Section 2.3(d)
hereof may not exceed 90 days in the aggregate during any period of 12
consecutive months; or

          (iv) in any particular jurisdiction, other than Korea or New York, in
which the Company would be required to qualify to do business or to execute a
general consent to service of process in effecting such registration,
qualification or compliance.

          (b) Underwriting. If the Holders initiating the registration request
under this Section 2.3 ("Initiating Holders") intend to distribute the
Registrable Securities covered by their request by means of an underwritten
offering, then they shall so advise the Company as a part of their request made
pursuant to this Section 2.3 and the Company shall include such information in
the written notice referred to in Section 2.3(a). In such event, the right of
any Holder to include his Registrable Securities in such registration shall be
conditioned upon such Holder's participation in such underwriting pursuant to
the terms of the underwritten offering set forth therein and the inclusion of
such Holder's Registrable Securities in the underwriting to the extent provided
herein. All Holders proposing to distribute their securities through such
underwriting shall enter into an underwriting agreement in customary form with
the managing underwriter or underwriters selected for such underwriting by the
Holders of a majority of the Registrable Securities being registered and
reasonably acceptable to the Company. Notwithstanding any other provision of
this Section 2.3, if the underwriter(s) advise(s) the Company in writing that
marketing factors require a limitation of the number of securities to be
underwritten, then the Company shall so advise all Holders of Registrable
Securities which would otherwise be registered and underwritten pursuant hereto,
and the number of Registrable Securities that may be included in the
underwriting shall be reduced as required by the underwriter(s) and allocated
among the Holders of Registrable Securities on a pro rata basis according to the
number of Registrable Securities then outstanding held by each Holder requesting
registration (including the Initiating Holders); provided, however, that the
number of shares of Registrable Securities to be included in such underwriting
and registration shall not be reduced unless all other securities of the Company
are first entirely excluded from the underwriting and registration. Any
Registrable Securities excluded and withdrawn from such underwriting shall be
withdrawn from the registration.

                                       6

          (c) Maximum Number of Demand Registrations. The Company shall be
obligated to effect no more than two (2) demand registrations pursuant to this
Section 2.3.

          (d) Deferral. Notwithstanding the foregoing, if the Company shall
furnish to Holders requesting the filing of a registration statement pursuant to
this Section 2.3, a certificate signed by a Representative Director of the
Company stating that in the good faith judgment of the board of directors of the
Company (the "Board"), it would be materially detrimental to the Company and its
shareholders for such registration statement to be filed, then the Company shall
have the right to defer such registration of the Registrable Securities required
to be registered by the Initiating Holders for a period of not more than ninety
(90) days after receipt of the request of the initiating Holders; provided,
however, that the Company may not utilize this right more than once in any
twelve (12) month period.

          (e) Expenses. All expenses incurred in connection with any
registration pursuant to this Section 2.3, including without limitation all
United States federal, "blue sky" and all foreign registration, filing and
qualification fees, printer's and accounting fees, and fees and disbursements of
counsel for the Company (but excluding underwriters' or brokers' discounts and
commissions relating to shares sold by the Holders and legal fees of counsel for
the Holders), shall be borne by the Company. Each Holder participating in a
registration pursuant to this Section 2.3 shall bear such Holder's proportionate
share (based on the total number of shares sold in such registration other than
for the account of the Company) of all discounts, commissions or other amounts
payable to underwriter(s) or brokers, and the Holders' legal fees, in connection
with such offering by the Holders. Notwithstanding the foregoing, the Company
shall not be required to pay for any expenses of any registration proceeding
begun pursuant to this Section 2.3 if the registration request is subsequently
withdrawn at the request of the Holders of a majority of the Registrable
Securities to be registered (which expenses shall instead be paid pro-rata by
those Holders electing to withdraw such registration statement), unless the
Holders of a majority of the Registrable Securities then outstanding agree that
such registration constitutes the use by the Holders of one (1) demand
registration pursuant to this Section 2.3 (in which case such registration shall
also constitute the use by all Holders of Registrable Securities of one (1) such
demand registration); provided, however, that if at the time of such withdrawal,
the Holders have learned of a material adverse change in the condition,
business, or prospects of the Company not known to the Holders at the time of
their request for such registration and have withdrawn their request for
registration with reasonable promptness after learning of such material adverse
change, then the Holders shall not be required to pay any of such expenses and
such registration shall not constitute the use of a demand registration pursuant
to this Section 2.3.

     2.4  Piggyback Registrations. The Company shall notify all Holders of
Registrable Securities in writing at least thirty (30) days prior to filing any
registration statement under the Securities Act for purposes of effecting a
public offering of securities of the Company (including, but not limited to,
registration statements relating to secondary offerings of securities of the
Company, but excluding registration statements relating to any registration
under Section 2.3 or Section 2.5 of this Agreement or to any employee benefit
plan or corporate reorganization) and will afford each such Holder an
opportunity to include in such registration statement all or any part of the
Registrable Securities then held by such Holder. Each Holder desiring to include
in any such registration statement all or any part of the Registrable Securities
held by such Holder shall, within

                                       7

twenty (20) days after the date of receipt of the above-described notice by the
Company, so notify the Company in writing, and in such notice shall inform the
Company of the number of Registrable Securities such Holder wishes to include in
such registration statement. If a Holder decides not to include all of its
Registrable Securities in any registration statement thereafter filed by the
Company, such Holder shall nevertheless continue to have the right to include
any Registrable Securities in any subsequent registration statement or
registration statements as may be filed by the Company with respect to offerings
of its securities, all upon the terms and conditions set forth herein. If, at
any time after giving written notice of the Company's intention to effect a
registration triggering the rights of the Holders of Registrable Securities
under this Section 2.4 and prior to the effective date of the registration
statement filed in connection with such registration, the Company shall
determine for any reason not to register such equity securities, the Company
may, with the consent of Holders of a majority of the Registrable Securities
proposed to be included in the registration, give written notice of such
determination to the Holders and thereupon the Company shall be relieved of its
obligation to register such Registrable Securities in connection with the
registration of such equity securities (but not from its obligation to pay
expenses to the extent incurred in connection therewith as provided herein).

          (a) Underwriting. If a registration statement under which the Company
gives notice under this Section 2.4 is for an underwritten offering, then the
Company shall so advise the Holders of Registrable Securities. In such event,
the right of any such Holder's Registrable Securities to be included in a
registration pursuant to this Section 2.4 shall be conditioned upon such
Holder's participation in such underwriting pursuant to the terms of the
underwritten offering set forth therein and the inclusion of such Holder's
Registrable Securities in the underwriting to the extent provided herein. All
Holders proposing to distribute their Registrable Securities through such
underwriting shall enter into an underwriting agreement in customary form with
the managing underwriter or underwriters selected for such underwriting.
Notwithstanding any other provision of this Agreement, if the managing
underwriter(s) determine(s) in good faith that marketing factors require a
limitation of the number of shares to be underwritten, then the managing
underwriter(s) may exclude shares (including up to seventy percent (70%) of the
Registrable Securities) from the registration and the underwriting, and the
number of shares that may be included in the registration and the underwriting
shall be allocated, first to the Company, and second, to each of the Holders
requesting inclusion of their Registrable Securities in such registration
statement on a pro rata basis based on the total number of Registrable
Securities then held by each such Holder; provided, however, that the right of
the underwriter(s) to exclude shares (including Registrable Securities) from the
registration and underwriting as described above shall be restricted so that (i)
the number of Registrable Securities included in any such registration is not
reduced below thirty percent (30%) of the aggregate number of Registrable
Securities for which inclusion has been requested; and (ii) all shares that are
not Registrable Securities and are held by any other person, including, without
limitation, any person who is an employee, officer or director of the Company
(or any subsidiary of the Company, which shall be defined to mean those entities
in which the Company directly or indirectly owns or controls in excess of 50% of
the equity securities or voting power) shall first be excluded from such
registration and underwriting before any Registrable Securities are so excluded.
If any Holder disapproves of the terms of any such underwriting, such Holder may
elect to withdraw therefrom by written notice to the Company and the
underwriter(s), delivered at least ten (10) business days prior to the effective
date of the

                                       8

registration statement. Any Registrable Securities excluded or withdrawn from
such underwriting shall be excluded and withdrawn from the registration.

          For any Holder that is a partnership, the Holder and the partners and
retired partners of such Holder, or the estates and family members of any such
partners and retired partners and any trusts for the benefit of any of the
foregoing persons, and for any Holder that is a corporation, the Holder and all
corporations that are affiliates of such Holder, shall be deemed to be a single
"Holder," and any pro rata reduction with respect to such "Holder" shall be
based upon the aggregate amount of shares carrying registration rights owned by
all entities and individuals included in such "Holder," as defined in this
sentence.

          (b)  Expenses. All expenses incurred in connection with a registration
pursuant to this Section 2.4 (excluding underwriters' and brokers' discounts and
commissions relating to shares sold by the Holders and legal fees of counsel for
the Holders), including, without limitation all United States federal, "blue
sky" and all foreign registration, filing and qualification fees, printers' and
accounting fees, and fees and disbursements of counsel for the Company and
counsel for the Holders, shall be borne by the Company.

          (c)  Not Demand Registration. Registration pursuant to this Section
2.4 shall not be deemed to be a demand registration as described in Section 2.3
above. Except as otherwise provided herein, there shall be no limit on the
number of times the Holders may request registration of Registrable Securities
under this Section 2.4.

     2.5  Shelf Registration. In case the Company shall receive from any Holder
or Holders of at least thirty-five percent (35%) of all Registrable Securities
then outstanding (excluding Registrable Securities held by Mr. Chey until such
time as there are no Registrable Securities other than those held by Mr. Chey) a
written request or requests that the Company effect a registration on a Shelf
Registration Statement and any related qualification or compliance with respect
to all or a part of the Registrable Securities owned by such Holder or Holders,
then the Company will:

          (a)  Notice. Give, within 10 business days of the receipt by the
Company of the request to effect a Shelf Registration Statement, written notice
of the proposed shelf registration and the Holder's or Holders' request
therefor, and any related qualification or compliance, to all other Holders of
Registrable Securities; and

          (b)  Registration. As soon as practicable, effect such registration
and all such qualifications and compliances as may be so requested and as would
permit or facilitate the sale and distribution of all or such portion of such
Holders or Holders' Registrable Securities as are specified in such request,
together with all or such portion of the Registrable Securities of any other
Holder or Holders joining in such request as are specified in a written request
given within twenty (20) days after receipt of the notice provided by the
Company pursuant to this Section 2.5; provided, however, that the Company shall
not be obligated to effect any such registration, qualification or compliance
pursuant to this Section 2.5:

               (i) if Form F-3 (or S-3), or any successor form approved by the
SEC, is not available to the Company for such offering;

                                       9

               (ii) if the Holders, together with the holders of any other
securities of the Company entitled to inclusion in such registration, propose to
sell Registrable Securities and such other securities (if any) at an aggregate
price to the public of less than $5,000,000;

               (iii) if the Company shall furnish to the Holders a certificate
signed by a Representative Director of the Company stating that in the good
faith judgment of the Board, it would be materially detrimental to the Company
and its shareholders for such registration to be effected at such time, in which
event the Company shall have the right to defer the filing of the Shelf
Registration Statement no more than once during any twelve (12) month period for
a period of not more than ninety (90) days after receipt of the request of the
Holder or Holders under this Section 2.5;

               (iv) if the Company has, within the six (6) month period
preceding the date of such request, already effected a registration under the
Securities Act, other than a registration from which the Registrable Securities
of Holders have been excluded (with respect to all or any portion of the
Registrable Securities the Holders requested be included in such registration)
pursuant to the provisions of Section 2.4(a); or

               (v) in any particular jurisdiction, other than Korea or New York,
in which the Company would be required to qualify to do business or to execute a
general consent to service of process in effecting such registration,
qualification or compliance.

          (c) Expenses. The Company shall pay all expenses incurred in
connection with each registration requested pursuant to this Section 2.5,
(excluding underwriters' or brokers' discounts and commissions relating to
shares sold by the Holders and legal fees of counsel for the Holders), including
without limitation United States federal, "blue sky" and all foreign
registration, filing and qualification fees, printers' and accounting fees, and
fees and disbursements of counsel for the Company and counsel for the Holders.

          (d) Deferral. Notwithstanding the foregoing, if the Company shall
furnish to Holders requesting the filing of a Shelf Registration Statement
pursuant to this Section 2.5, a certificate signed by a Representative Director
of the Company stating that in the good faith judgment of the Board, it would be
materially detrimental to the Company and its shareholders for such registration
statement to be filed, then the Company shall have the right to defer such
filing for a period of not more than sixty (60) days after receipt of the
request of the initiating Holders; provided, however, that the Company may not
utilize this right more than once in any twelve (12) month period.

          (e) Not Demand Registration. Registrations pursuant to this Section
2.5 shall not be deemed to be demand registrations as described in Section 2.3.

          (f) Maximum Number of Shelf Registrations. The Company shall be
obligated to effect not more than two (2) registrations pursuant to this Section
2.5 per calendar year.

                                       10

     2.6  Termination or Satisfaction of the Company's Obligations.

          (a) The Company shall have no obligations pursuant to Sections 2.3,
2.4 and 2.5 with respect to any Registrable Securities proposed to be sold by a
Holder in a registration pursuant to Section 2.3, 2.4 or 2.5 upon the earlier of
(i) three (3) years after consummation of a Qualified IPO, or (ii) if, in the
reasonable opinion of counsel to the Company, all such Registrable Securities
proposed to be sold by a Holder may then be sold under Rule 144 in one
transaction without exceeding the volume limitations thereunder.

          (b) Any other provision of this Section 2 notwithstanding, the Company
may satisfy its obligations under this Section 2 by conducting a Qualified IPO
in Korea or, upon receiving notice of a demand for registration pursuant to
Section 2.3 or 2.5, promptly effecting a comparable registration under the
Securities and Exchange Act of Korea, in each case so long as such Qualified IPO
or registration provides the Holders of Registrable Securities the ability to
sell all Registrable Securities in Korea without regard to volume limitations or
similar restrictions.

     2.7  Obligations of the Company. Whenever required under this Section 2 to
effect the registration of any Registrable Securities, the Company shall, as
expeditiously as reasonably possible:

          (a) as soon as is reasonably practicable, prepare and file with the
SEC a registration statement with respect to such Registrable Securities and use
all commercially reasonable efforts to cause such registration statement to
become effective as soon as is reasonably practicable, and, upon the request of
the Holders of a majority of the Registrable Securities registered thereunder,
keep such registration statement effective for a period of up to 90 days or, if
earlier, until the disposition contemplated in the Registration Statement has
been completed;

          (b) prepare and file with the SEC such amendments and supplements to
such registration statement and the prospectus used in connection with such
registration statement as may be necessary to comply with the provisions of the
Securities Act with respect to the disposition of all securities covered by such
registration statement;

          (c) furnish to the Holders such numbers of copies of a prospectus,
including a preliminary prospectus, in conformity with the requirements of the
Securities Act, and such other documents as they may reasonably request in order
to facilitate the disposition of Registrable Securities owned by them;

          (d) use all commercially reasonable efforts to register and qualify
the securities covered by such registration statement under such other
securities or Blue Sky laws of such jurisdictions as shall be reasonably
requested by the Holders of the Registrable Securities to be registered,
provided that the Company shall not be required in connection therewith or as a
condition thereto to qualify to do business or to file a general consent to
service of process in any such states or jurisdictions;

                                       11


          (e) in the event of any underwritten public offering, enter into and
perform its obligations under an underwriting agreement, in usual and customary
form, with the managing underwriter of such offering;

          (f) notify each Holder of Registrable Securities covered by such
registration statement at any time when a prospectus relating thereto is
required to be delivered under the Securities Act of the happening of any event
as a result of which the prospectus included in such registration statement, as
then in effect, includes an untrue statement of a material fact or omits to
state a material fact required to be stated therein or necessary to make the
statements therein not misleading in the light of the circumstances then
existing;

          (g) cause all such Registrable Securities registered pursuant to this
Section 2 to be listed on a national exchange or trading system and on each
securities exchange and trading system on which similar securities issued by the
Company are then listed; and

          (h) provide a transfer agent and registrar for all Registrable
Securities registered pursuant hereunder and a CUSIP number for all such
Registrable Securities, in each case not later than the effective date of such
registration.

Notwithstanding the provisions of this Section 2, the Company shall be entitled
to postpone or suspend, for a reasonable period of time, the filing,
effectiveness or use of, or trading under, any registration statement if the
Company shall determine that any such filing or the sale of any securities
pursuant to such registration statement would:

          (i) in the good faith judgment of the Board of the Company, materially
impede, delay or interfere with any material pending or proposed financing,
acquisition, corporate reorganization or other similar transaction involving the
Company for which the Board of the Company has authorized negotiations;

          (ii) in the good faith judgment of the Board of the Company,
materially adversely impair the consummation of any pending or proposed material
offering or sale of any class of securities by the Company; or

          (iii) in the good faith judgment of the Board of the Company, require
disclosure of material nonpublic information that, if disclosed at such time,
would be materially harmful to the interests of the Company and its
stockholders; provided, however, that during any such period all executive
officers and directors of the Company are also prohibited from selling
securities of the Company (or any security of any of the Company's subsidiaries
or affiliates).

          In the event of the suspension of effectiveness of any registration
statement pursuant to this Section 2, the applicable time period during which
such registration statement is to remain effective shall be extended by that
number of days equal to the number of days during which the effectiveness of
such registration statement was suspended.

     2.8  Information from Holder. It shall be a condition precedent to the
obligations of the Company to take any action pursuant to this Section 2 with
respect to the Registrable Securities of any selling Holder that such Holder
shall furnish to the Company such information regarding itself,

                                       12

the Registrable Securities held by it, and the intended method of disposition of
such securities as shall be reasonably required to effect the registration of
such Holder's Registrable Securities.

     2.9  Indemnification. In the event any Registrable Securities are included
in a registration statement under this Section 2:

          (a) To the extent permitted by law, the Company will indemnify and
hold harmless each Holder, the partners, officers, directors and stockholders of
each Holder, legal counsel and accountants for each Holder, any underwriter (as
defined in the Securities Act) for such Holder and each person, if any, who
controls such Holder or underwriter within the meaning of the Securities Act or
the 1934 Act, against any losses, claims, damages or liabilities (joint or
several) to which they may become subject under the Securities Act, the 1934
Act, any state securities laws or any rule or regulation promulgated under the
Securities Act, insofar as such losses, claims, damages, or liabilities (or
actions in respect thereof) arise out of or are based upon any of the following
statements, omissions or violations (collectively a "Violation"): (i) any untrue
statement or alleged untrue statement of a material fact contained in such
registration statement, including any preliminary prospectus or final prospectus
contained therein or any amendments or supplements thereto, (ii) 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, or (iii) any
violation or alleged violation by the Company of the Securities Act, the 1934
Act, any state securities laws or any rule or regulation promulgated under the
Securities Act, the 1934 Act or any state securities laws, and the Company will
reimburse each such Holder, underwriter, controlling person or other
aforementioned person for any legal or other expenses reasonably incurred by
them in connection with investigating or defending any such loss, claim, damage,
liability or action as such expenses are incurred; provided, however, that the
indemnity agreement contained in this subsection 2.9(a) shall not apply to
amounts paid in settlement of any such loss, claim, damage, liability or action
if such settlement is effected without the consent of the Company (which consent
shall not be unreasonably withheld), nor shall the Company be liable in any such
case for any such loss, claim, damage, liability or action to the extent that it
arises out of or is based upon a Violation that occurs in reliance upon and in
conformity with written information furnished expressly for use in connection
with such registration by any such Holder, underwriter, controlling person or
other aforementioned person provided further, however, that the foregoing
indemnity obligation arising out of any prospectus shall not inure to the
benefit of any Holder or underwriter or other person who would otherwise be
entitled to such indemnity if, in advance of any prospectus delivery
requirement, a copy of the most current prospectus (with written instructions
regarding such prospectus delivery requirement) was made available to but was
not sent or given by or on behalf of such Holder or underwriter or other
aforementioned person to the person asserting losses, claims, damages or
liabilities giving rise to the request for indemnity, if required by law so to
have been delivered, at or prior to the written confirmation of the sale of the
shares to such person, and if the prospectus (as so amended or supplemented)
would have cured the defect giving rise to such loss, claim, damage or
liability.

          (b) To the extent permitted by law, each selling Holder will indemnify
and hold harmless the Company, each of its directors, each of its officers who
has signed the registration statement, each person, if any, who controls the
Company within the meaning of the Securities Act, legal counsel and accountants
for the Company, any underwriter, any other Holder selling

                                       13

securities in such registration statement and any controlling person of any such
underwriter or other Holder, against any losses, claims, damages or liabilities
(joint or several) to which any of the foregoing persons may become subject,
under the Securities Act, the 1934 Act, any state securities laws or any rule or
regulation promulgated under the Securities Act, the 1934 Act or any state
securities laws, insofar as such losses, claims, damages or liabilities (or
actions in respect thereto) arise out of or are based upon any Violation, in
each case to the extent (and only to the extent) that such Violation occurs in
reliance upon and in conformity with written information furnished by such
Holder expressly for use in connection with such registration; and each such
Holder will reimburse any person intended to be indemnified pursuant to this
subsection 2.9(b) for any legal or other expenses reasonably incurred by such
person in connection with investigating or defending any such loss, claim,
damage, liability or action as such expenses are incurred; provided, however,
that the indemnity agreement contained in this subsection 2.9(b) shall not apply
to amounts paid in settlement of any such loss, claim, damage, liability or
action if such settlement is effected without the consent of the Holder (which
consent shall not be unreasonably withheld), and provided that in no event shall
any indemnity under this subsection 2.9(b) exceed the net proceeds from the
offering received by such Holder.

          (c) Promptly after receipt by an indemnified party under this Section
2.9 of notice of the commencement of any action (including any governmental
action), such indemnified party will, if a claim in respect thereof is to be
made against any indemnifying party under this Section 2.9, deliver to the
indemnifying party a written notice of the commencement thereof and the
indemnifying party shall have the right to participate in and, to the extent the
indemnifying party so desires, jointly with any other indemnifying party
similarly noticed, to assume the defense thereof with counsel mutually
satisfactory to the parties; provided, however, that an indemnified party
(together with all other indemnified parties that may be represented without
conflict by one counsel) shall have the right to retain one separate counsel,
with the fees and expenses to be paid by the indemnifying party, if
representation of such indemnified party by the counsel retained by the
indemnifying party would be inappropriate due to actual or potential differing
interests between such indemnified party and any other party represented by such
counsel in such proceeding. The failure to deliver written notice to the
indemnifying party within a reasonable time of the commencement of any such
action, if prejudicial to its ability to defend such action, shall relieve such
indemnifying party of liability to the indemnified party under this Section 2.9
to the extent of such prejudice, but the omission so to deliver written notice
to the indemnifying party will not relieve it of any liability that it may have
to any indemnified party otherwise than under this Section 2.9.

          (d) If the indemnification provided for in this Section 2.9 is held by
a court of competent jurisdiction to be unavailable to an indemnified party with
respect to any loss, liability, claim, damage or expense referred to herein,
then the indemnifying party, in lieu of indemnifying such indemnified party
hereunder, shall contribute to the amount paid or payable by such indemnified
party as a result of such loss, liability, claim, damage or expense in such
proportion as is appropriate to reflect the relative fault of the indemnifying
party on the one hand and of the indemnified party on the other in connection
with the statements or omissions that resulted in such loss, liability, claim,
damage or expense, as well as any other relevant equitable considerations. The
relative fault of the indemnifying party and of the indemnified party shall be
determined by reference to, among other things, whether the untrue or alleged
untrue statement of a material fact

                                       14

or the omission to state a material fact relates to information supplied by the
indemnifying party or by the indemnified party and the parties' relative intent,
knowledge, access to information, and opportunity to correct or prevent such
statement or omission.

          (e) The obligations of the Company and Holders under this Section 2.9
shall survive the completion of any offering of Registrable Securities in a
registration statement under this Section 2, and otherwise.

     2.10 Reports Under the 1934 Act. With a view to making available to the
Holders the benefits of Rule 144 and any other rule or regulation of the SEC
that may at any time permit a Holder to sell securities of the Company to the
public without registration or pursuant to a registration on a Shelf
Registration Statement, the Company agrees to:

          (a) make and keep public information available, as those terms are
understood and defined in Rule 144, at all times after the effective date of a
Qualified IPO;

          (b) file with the SEC in a timely manner all reports and other
documents required of the Company under the Securities Act and the 1934 Act; and

          (c) furnish to any Holder forthwith upon request (i) a written
statement by the Company that it has complied with the reporting requirements of
Rule 144 (at any time after ninety (90) days after the effective date of the
first registration statement filed by the Company), the Securities Act and the
1934 Act (at any time after it has become subject to such reporting
requirements), or that it qualifies as a registrant whose securities may be
resold pursuant to a Shelf Registration Statement (at any time after it so
qualifies), (ii) a copy of the most recent annual or quarterly report of the
Company and such other reports and documents so filed by the Company, and (iii)
such other information as may be reasonably requested in availing any Holder of
any rule or regulation of the SEC that permits the selling of any such
securities without registration or pursuant to such form.

     2.11 Assignment of Registration Rights. The rights to cause the Company to
register Registrable Securities pursuant to this Section 2 may be assigned (but
only with all related obligations) by a Holder to a transferee or assignee of
such securities, provided: (a) the Company is, within a reasonable time after
such transfer, furnished with written notice of the name and address of such
transferee or assignee and the securities with respect to which such
registration rights are being assigned; (b) such transferee or assignee agrees
in writing to be bound by and subject to the terms and conditions of this
Agreement; (c) such assignment shall be effective only if immediately following
such transfer the further disposition of such securities by the transferee or
assignee is restricted under the Securities Act, (d) no such assignment shall be
permitted if the effect would be to extend the time period of any Company
obligations pursuant to this Section 2; and (e) Mr. Chey may not assign such
rights.

     2.12 Sole Registration Rights. The Company represents, warrants, and
covenants that (a) except as contained in this Agreement, there are no
registration rights with respect to any securities of the Company outstanding
for the benefit of any person or entity; (b) except pursuant to the approval
procedures set forth in Section 6.4(b), the Company will not grant any
registration

                                       15

rights with respect to any issued and outstanding shares as of the date of this
Agreement, and (c) to the extent that the Company grants registration rights to
any holders of securities of the Company issued after the date hereof, the
registration rights of the Series A Preferred Holders and Series B Preferred
Holders granted herein shall be automatically amended to have terms at least as
favorable.

3.   RIGHT OF PARTICIPATION.

     3.1  General. Each holder of the Series A Preferred Stock, each holder of
the Series B Preferred Stock, and each of the Major Shareholders (each, a
"Participation Rights Holder") shall have the right of participation to purchase
its Pro Rata Share (as defined in Section 3.2), of all (or any part) of any New
Securities (as defined in Section 3.3) that the Company may from time to time
issue after the Effective Date (the "Right of Participation").

     3.2  Pro Rata Share. A Participation Rights Holder's "Pro Rata Share" for
purposes of the Right of Participation is the following ratio:

     [(the number of equity shares of the Company held by such Participation
     Rights Holder, assuming full conversion of the Preferred Stock held by such
     Participation Rights Holder, if such Participation Rights Holder is a
     holder of the Preferred Stock, but excluding shares of common stock
     purchased by such Participation Rights Holder pursuant to the Divestiture
     Agreement)] divided by (all equity shares of the Company issued and
     outstanding, assuming full conversion of all Preferred Stock issued and
     outstanding at the time of issuance of the New Securities by the Company,
     but excluding shares issuable upon the exercise of outstanding options)

     3.3  New Securities. "New Securities" shall mean any preferred stock or any
other equity and equity-related securities of the Company, whether now
authorized or not, and rights, options or warrants to purchase such preferred
stock or securities of any type whatsoever that are, or may become, convertible
or exchangeable into such preferred stock or other securities of the Company,
provided, however, that the term "New Securities" shall not include:

          (a) up to 1,276,591 shares of the Company's common stock (inclusive of
options or warrants therefore), taking into account stock splits, stock
dividends or other similar event, issued to employees, officers, directors,
contractors, advisors or consultants of the Company pursuant to incentive
agreements or incentive plans approved by the Board or the shareholders, as the
case may be;

          (b) any shares of the Series A Preferred Stock issued under the Series
A Preferred Stock Purchase Agreement, as such agreement may be amended from time
to time;

          (c) any shares of Series B Preferred Stock issued under the
Acquisition Agreement, as such agreement may be amended from time to time;

          (d) any securities issued in connection with any stock split, stock
dividend or other similar event in which the Participation Rights Holders are
entitled to participate according to their Pro Rata Share;

                                       16

          (e) any securities issued upon the exercise, conversion or exchange of
any outstanding convertible securities, options (including the 1,276,591 shares
of common stock described in subsection (a) of this Section 3.3 in connection
with bona fide employment-related share purchase or option plans) or warrants;

          (f) any securities issued pursuant to (i) the acquisition of another
corporation or entity by the Company or any of its subsidiaries by
consolidation, merger, purchase of assets or businesses; provided, however, that
should such transaction involve an affiliate (as defined in Section 4.6) of SKT,
such transaction must be approved by a majority of the members of the Board of
Directors, or (ii) any other reorganization approved pursuant to the procedures
set forth in Section 6.4(b); or

          (g) any securities issued pursuant to a Qualified IPO.

     3.4  Procedures. In the event that the Company proposes to undertake an
issuance of New Securities (in a single transaction or a series of related
transactions), it shall give to each Participation Rights Holder written notice
of its intention to issue New Securities (the "Participation Notice"),
describing the amount and the type of New Securities and the price and the
general terms upon which the Company proposes to issue such New Securities.

     The Participation Rights Holders shall have 20 calendar days, from the date
(the "Dispatch Date") that is the latest date of receipt of the Participation
Notice by any of the Series A Preferred Holders, i-Hatch, or General Atlantic,
to agree in writing to purchase the Participation Rights Holders' Pro Rata Share
of such New Securities for the price and upon the terms and conditions specified
in the Participation Notice by giving written notice to the Company and stating
therein (i) the quantity of New Securities to be purchased (not to exceed the
Participation Rights Holder's Pro Rata Share), and (ii) such additional quantity
of New Securities the Participation Rights Holder desires to purchase should any
other Participation Rights Holder fail to elect to purchase its entire Pro Rata
Share. If a Participation Rights Holder fails to so agree in writing within such
20 calendar days to purchase such Participation Rights Holder's full Pro Rata
Share of an offering of New Securities, then the Participation Rights Holder
shall forfeit the right hereunder to purchase that part of its Pro Rata Share of
such New Securities that it did not so agree to purchase and such forfeiting
Participation Rights Holder's Pro Rata Share (or portion thereof) may instead be
subscribed for by the other Participation Rights Holders that elected to
subscribe for amounts in excess of their Pro Rata Share (such forfeited amount
to be divided among them in accordance with their relative Pro Rata Shares up to
the amount for which they indicated a willingness to oversubscribe). Each
Participation Rights Holder shall purchase the portion it has elected
concurrently with the closing of the transaction triggering the Right of
Participation.

     3.5  Failure to Exercise. Upon the expiration of such 20 calendar day
period, the Company shall be permitted to issue the New Securities described in
the Participation Notice (with respect to which a Participation Rights Holder's
rights hereunder were not exercised) subject to the decision of the Board but in
any case at the same or higher price and upon non-price terms not materially
more favorable to the purchasers thereof than specified in the Participation
Notice.

                                       17

4.   RIGHT OF FIRST OFFER AND CO-SALE.

     4.1  Rights of First Offer. (a) Except with respect to transactions covered
by Section 4.7, prior to a Qualified IPO, if any of the holders of the Series A
Preferred Stock or the Series B Preferred Stock, or any of the Major
Shareholders, as the case may be (each, a "First Offer Holder"), proposes to
sell, assign, pledge, hypothecate, transfer or otherwise dispose of any shares
(the "Offered Stock") of the Company then held by it (each, a "Selling Party"),
then the Selling Party shall promptly give written notice (the "Offer Notice")
to the Company. Upon delivery of the Offer Notice, the Company shall dispatch
and forward such Offer Notice, within 3 business days of receipt thereof, on
behalf of the Selling Party, to each holder of the Preferred Stock and to each
Major Shareholder (the "Non-Selling Parties"), except for such Selling Party.
For purposes of this Section 4, the date that is the latest date of receipt of
the Offer Notice by any of the Series A Preferred Holders, i-Hatch, or General
Atlantic shall be referred to as the "Offer Notice Dispatch Date." The Offer
Notice shall (i) specify the number of shares of Offered Stock, the amount and
type of consideration proposed to be received for such shares, and the other
material terms on which the Selling Party proposes to sell, assign, pledge,
hypothecate, transfer or otherwise dispose of the Offered Stock and (ii) contain
the following offer:

          The Selling Party shall offer to sell (the "First Option") to the
Company, and to the extent permitted by Korean law the Company shall have the
right to purchase (the parties expressly acknowledging that such purchase by the
Company is not currently permitted under Korean law but may be in the future),
the Offered Stock at the same price per share and for consideration consisting
of (x) cash equal to the amount of cash proposed to be paid by a proposed
transferee and (y) if any of the consideration to be paid by a proposed
transferee is non-cash consideration, either the same non-cash consideration or,
at the election of the Company, cash having an equivalent value to the non-cash
consideration proposed to be paid by a proposed transferee. The determination of
equivalent value required by the preceding sentence, as well as the decision
whether or not the Company will exercise the First Option, in any particular
instance shall be made by a committee of the Board of the Company consisting of
all directors other than any Board member designated by the Selling Party
(provided, however, that upon a transfer by SKT, none of Jin Woo So, Sang Jun
Park, Dong Jin Lee or Hoseok Kim shall be considered directors designated by
SKT) utilizing any method and/or advisory assistance it deems appropriate, and
the Company shall give the Selling Party and the First Offer Holders written
notice of such determination within fifteen (15) days of the Offer Notice
Dispatch Date (the "First Option Acceptance Period"). Notwithstanding the
foregoing, in the event the Selling Party disputes the determination of
equivalent value made pursuant to the immediately preceding sentence, the
Company shall engage a nationally recognized investment banking firm (or other
firm as is mutually acceptable to the Company and the Selling Party) to
recompute the equivalent value of the non-cash consideration offered by the
Company pursuant to the First Option, it being understood that the fees and
expenses of such investment banking firm shall be paid one-half by the Company
and one-half by the Selling Party, and the investment banking firm's method of
calculation of equivalent value shall be used in determining the amount of
non-cash consideration permitted to be paid by the Company pursuant to the First
Option or by the First Offer Holders pursuant to the Second Option (in each
case, as defined below). If the Company (A) fails to notify the Selling Party in
writing during the First Option Acceptance Period that it elects to accept the
First Option or (B) by written notice during the First Option Acceptance Period
rejects the First Option in whole or in part, the Selling Party

                                       18

shall offer to sell (the "Second Option") the Offered Stock not to be so
purchased to the First Offer Holders based on their Proportionate Percentage (as
defined below) at the same price per share and for consideration consisting of
(x) cash in an amount equal to the amount of cash proposed to be paid by the
proposed transferee and (y) cash or non-cash consideration, if any, having an
equivalent value (determined as provided above) with the non-cash consideration
proposed to be paid by the proposed transferee. For purposes of this Agreement,
"Proportionate Percentage" shall mean, as to each holder,

          (the number of equity shares of the Company held by each Non-Selling
          Party, assuming full conversion of the Preferred Stock held by the
          Non-Selling Party, if the Non-Selling Party is the holder of the
          Preferred Stock) divided by (the number of equity shares of the
          Company held by all Non-Selling Parties, assuming full conversion of
          the Preferred Stock held by all Non-Selling Parties), in each case
          excluding shares of common stock purchased by such Non-Selling Party
          or Parties pursuant to the Divestiture Agreement.

          During the period from fifteen (15) days through thirty days (30) days
from the Offer Notice Dispatch Date (the "Second Option Acceptance Period"),
each First Offer Holder may offer to accept all or a portion of the Offered
Stock offered under the Second Option by giving written notice to the Selling
Party. In the event that the First Offer Holders offer to accept for purchase an
aggregate number of Offered Stock that exceeds the total number shares of
Offered Stock provided under the Second Option, then each First Offer Holder
shall initially be entitled to purchase the lesser of (i) that number of shares
of Offered Stock such First Offer Holder desires to purchase under the Second
Option, and (ii) such First Offer Holder's Proportionate Percentage. If the
First Option and/or the Second Option, as the case may be, is accepted in a
manner such that all or a portion of the Offered Stock covered by the Offer
Notice are to be purchased, the Selling Party shall transfer such purchased
shares (free of all liens and encumbrances except this Agreement, all as
reasonably determined by the Company) to the respective purchasers thereof
within twenty (20) days after the date such offer is accepted by the Company
and/or First Offer Holders, whichever is later, against delivery by the
purchaser of the consideration payable to the Selling Party as set forth in the
Offer Notice; provided that, if the Hart-Scott-Rodino Antitrust Improvements Act
of 1976, as amended ("HSR") or any other banking or regulatory approvals are
applicable to the First Option or the Second Option, such date shall be extended
to the date which is five business (5) days after the date on which the HSR
waiting period expires or is terminated and/or the applicable banking or other
regulatory approvals are obtained.

          (b) After giving effect to the transactions set forth in Section
4.1(a) above, to the extent any Offered Stock contained in the Offer Notice has
not been accepted, the Selling Party may transfer, subject to the provisions of
this Agreement, all such unaccepted shares to the proposed transferee on terms
no more favorable than the terms of such transfer set forth in the Offer Notice
at any time within 90 days after the expiration of the Second Option Acceptance
Period (the "Transfer Period"). To the extent the Selling Party transfers all or
any portion of the Offered Stock so offered for sale during the Transfer Period,
the Selling Party shall promptly notify the Company, and the Company shall
promptly notify the First Offer Holders, as to (i) the number of shares, if any,
that the Selling Party then owns, (ii) the number of shares that the Selling
Party has sold, (iii) the terms of such transfer and (iv) the name of the
owner(s) of any shares of Offered

                                       19

Stock sold. In the event that all of the Offered Stock is not sold by the
Selling Party during the Transfer Period, the right of the Selling Party to
transfer such unsold shares shall expire and the obligations of this Section 4.1
shall be reinstated; provided, however, that, in the event that the Selling
Party determines, at any time during the Transfer Period, that the sale of all
of the Offered Stock on the terms set forth in the Offer Notice is impractical,
the Selling Party may terminate the attempt to transfer the Offered Stock as set
forth in this Section 4.1(b) and reinstate the procedure provided in this
Section 4.1 without waiting for the expiration of the Transfer Period.
Consistent with Section 4.4, any transferee shall be required to agree to be
bound by the terms of this Agreement in order for such transfer to be effective.

     4.2  Co-Sale Rights. Except with respect to transactions covered by Section
4.7 (for which the provisions of this Section 4.2 will not apply), prior to a
Qualified IPO, to the extent a holder of the Series A Preferred Shares or Series
B Preferred Shares, as the case may be (a "Co-Sale Rights Holder"), does not
exercise its right of first offer as to the Offered Stock pursuant to Section
4.1, then such Co-Sale Rights Holder shall have the right, exercisable upon
written notice (the "Co-Sale Notice") to the Company and the Major Shareholders
during the Second Option Acceptance Period, to participate in a sale or transfer
of shares by the Major Shareholders to third parties, in the following manner:

          (a) in each case where such sale to third parties would not result in
the Major Shareholders' holding in the aggregate less than fifty percent (50%)
of the sum of (i) the number of shares of the Company held by Major Shareholders
as of the date hereof (excluding any shares transferred by Mr. Chey pursuant to
the Divestiture Agreement) and (ii) the number of shares of the Company acquired
by Major Shareholders after the date hereof and until immediately prior to the
date of the Notice, then each Co-Sale Rights Holder shall have the right to sell
pro rata shares based on following formula:

          the aggregate number of shares of Offered Stock set forth in the
          Notice multiplied by the number of shares owned by the Co-Sale Rights
          Holder (assuming full conversion of the Preferred Stock held by the
          Co-Sale Rights Holder, but excluding shares of common stock purchased
          by such Co-Sale Rights Holder pursuant to the Divestiture Agreement)
          divided by the sum of number of shares owned (assuming full conversion
          of the Preferred Stock, but excluding shares of common stock purchased
          by such Co-Sale Rights Holder pursuant to the Divestiture Agreement)
          by the Series A Preferred Holders, the Series B Preferred Holders and
          the Major Shareholders.

          (b) in the case where such sale to third parties would result in the
Major Shareholders' holding in the aggregate less than fifty percent (50%) of
the sum of (i) the number of shares of the Company held by Major Shareholders as
of the date hereof (excluding any shares transferred by Mr. Chey pursuant to the
Divestiture Agreement) and (ii) the number of shares of the Company acquired by
Major Shareholders after the date hereof and until immediately prior to the date
of the Notice, then each Co-Sale Rights Holder shall have the right to sell all
of its shares (excluding any shares purchased from Mr. Chey pursuant to the
Divestiture Agreement) to such third parties. Any shares purchased from Mr. Chey
pursuant to the Divestiture Agreement shall not have the co-sale rights
contained in this Section 4.2.

                                       20

     4.3  Fractional Shares. Fractional shares shall be disregarded under this
Section 4.

     4.4  Non-Exercise of Rights. To the extent the Non-Selling Parties do not
elect to exercise its rights under Section 4.1 or 4.2, the Selling Party may,
not later than 90 days of the Offer Notice Dispatch Date, conclude a transfer of
the Offered Stock with such third party on terms and conditions not more
favorable to the transferor than those described in the Offer Notice and in such
case, such third party shall be required to agree to be bound by the terms of
this Agreement in order for such transfer to be effective. Any proposed transfer
on terms and conditions more favorable than those described in the Offer Notice,
as well as any subsequent proposed transfer of any shares of stock by the
Selling Party, shall again be subject to the rights of first offer and co-sale
rights of Sections 4.1 and 4.2.

     4.5  Prohibited Transfers; Lock-Up Agreement.

          (a)  In the event that any of the Major Shareholders should sell any
shares in contravention of Section 4.1 or 4.2 (a "Major Shareholder Prohibited
Transfer"), the holders of the Preferred Stock, in addition to such other
remedies as may be available at law, in equity or hereunder, shall each have the
put option provided below, and such Major Shareholder (the "Transferring Major
Shareholder") shall be bound by the applicable provisions of such option.

          (b)  In the event of a Major Shareholder Prohibited Transfer, the
holders of the Preferred Stock shall have the right to sell to the Transferring
Major Shareholder the type and number of shares that each holder of Preferred
Stock would have been entitled to transfer to the purchaser under Section 4.2
hereof had the Major Shareholder Prohibited Transfer been effected pursuant to
and in compliance with the terms hereof. Such sale shall be made on the
following terms and conditions:

               (i) The price per share at which the shares are to be sold to the
Transferring Major Shareholder shall be equal to the price per share paid by the
purchaser to the Transferring Major Shareholder in the Major Shareholder
Prohibited Transfer. The Transferring Major Shareholder shall also reimburse the
holders of the Preferred Stocks for any and all fees and expenses, including
legal fees and expenses, incurred pursuant to the exercise or the attempted
exercise of the rights of each holder of the Preferred Stock under Section 4.5.

               (ii) Within ninety (90) days after the earlier of the dates on
which a holder of the Preferred Stock (1) received notice of the Major
Shareholder Prohibited Transfer or (2) otherwise become aware of the Major
Shareholder Prohibited Transfer, such holder of the Preferred Stock shall, if
exercising the option created hereby, deliver to the Transferring Major
Shareholder the certificate or certificates representing shares to be sold, each
certificate to be properly endorsed for transfer.

               (iii) The Transferring Major Shareholder shall, concurrently with
the receipt of the certificate or certificates for the shares to be sold by a
holder of the Preferred Stock, pursuant to this subparagraph 4.5(b), pay the
aggregate purchase price therefor and the amount of reimbursable fees and
expenses, as specified in subparagraph 4.5(b)(i), in cash or by other means
acceptable to such holder of the Preferred Stocks.

                                       21

          (c) In the event any of the holders of the Series A Preferred Stock or
the Series B Preferred Stock, as the case may be, should sell any shares in
contravention of Section 4.1 (a "Preferred Stock Holder Prohibited Transfer"),
the Major Shareholders, in addition to such other remedies as may be available
at law, in equity or hereunder, shall be entitled to receive from such
transferring holder of the Series A Preferred Stock or Series B Preferred Stock,
as the case may be, liquidated damages equal to the total sale amount received
by such holder in connection with such Preferred Stock Holder Prohibited
Transfer.

          (d) Notwithstanding any provision of this Agreement, each of the
Series A Preferred Holders, the Series B Preferred Holders, the Major
Shareholders, SAIF, and Apax agree that, except as set forth in Sections 4.6(b),
4.6(c), 4.6(d) and 4.6(e) and so long as such shareholder holds in excess of one
percent (1%) of the Company's issued and outstanding shares, as of the date
hereof and continuing until the earlier of (i) the later of (A) June 30, 2006,
and (B) September 30, 2006, in the event that the Company reasonably expects to
complete an initial public offering and listing on the Korean Stock Exchange by
such date, and (ii) the earlier of (A) the initial public offering of the
Company stock either in Korea or the United States and (B) a Sale of the Company
(as such term is defined in Section 5.5 exclusive of any transfers contemplated
by the Divestiture Agreement), such shareholder will not buy any shares of the
Company and will not offer, sell, contract to sell, pledge, grant any option to
purchase, make any short sale or otherwise dispose of any shares of stock of the
Company, or any options or warrants to purchase any shares of stock of the
Company, or any securities convertible into, exchangeable for or that represent
the right to receive shares of stock of the Company, whether now owned or
hereinafter acquired, owned directly by such shareholder (including holding as a
custodian) or with respect to which such shareholder has beneficial ownership
within the rules and regulations of the SEC. Any such purported transfer shall
be null and void and shall not be reflected on the share registry of the
Company.

     4.6  Permitted Transfers. The restrictions set forth in this Sections 4.1,
4.2, 4.5(a), 4.5(b), 4.5(c) and 4.7 shall not apply with respect to (a) any
transfer of shares among the Major Shareholders and/or to their respective
"affiliates" (as such term is determined by the Korean Fair Trade Commission
pursuant to Article 2 of the Monopoly Regulation and Fair Trade Act, as set
forth in Exhibit C hereto) (the "Affiliate Transfers"), provided, however, the
affiliate transferees agree to execute relevant documents and be bound by the
terms and conditions applicable to the Selling Party under this Agreement; (b)
any pledge, transfer or disposition of any shares in satisfaction of claims
asserted pursuant to the Acquisition Agreement or the pledge and custodial
agreements executed in connection therewith, (c) any transfer of shares of
Series B Preferred Stock by Mooreland Partners LLC to any Series B Preferred
Holder (or affiliate of a Series B Preferred Holder) of record as of October 8,
2004, (d) the sale, prior to March 30, 2005, of up to 5.6 million shares of
common stock of the Company by Mr. Chey to SAIF, Apax, or any other person
pursuant to the Divestiture Agreement, or (e) any transfer prior to March 20,
2005, of all shares of common stock of the Company by Apax to a corporate or
other entity that is wholly-owned by Apax or any subsidiary thereof, provided,
however that the transferee agrees to execute relevant documents and be bound by
the terms and conditions applicable to Apax under this Agreement.

                                       22

     4.7  Divestiture Shares.

          (a) Transfer Restrictions on Divestiture Shares. If any party
acquiring shares of common stock from Mr. Chey pursuant to the Divestiture
Agreement (including, but not limited to, i-Hatch, Nokia, SAIF, or Apax) desires
to sell, transfer, assign or otherwise dispose of any shares of common stock of
the Company acquired from Mr. Chey (whether now held or hereafter acquired),
such selling party shall deliver a notice of intent to transfer (the "SKT Offer
Notice") to SKT, which SKT Offer Notice shall (i) in connection with any
proposed sale scheduled to close prior to a Qualified IPO, include the term
sheet or any agreement relating to the proposed sale, describe in detail the
proposed transfer including, without limitation, the number of shares to be
transferred, the nature of the transfer, the consideration to be paid, other
material terms and conditions, and the name of each prospective transferee, and
offer to SKT the right to purchase such shares at a price and upon terms and
conditions no less favorable than those offered to such third party, or (ii) in
connection with any proposed sale scheduled to close upon or after a Qualified
IPO, (A) in the case of a pre-arranged sale to a third-party pursuant to a bona
fide offer from such third party, include the term sheet or any agreement
relating to the proposed sale, describe in detail the proposed transfer
including, without limitation, the number of shares to be transferred, the
nature of the transfer, the consideration to be paid, other material terms and
conditions, and the name of each prospective transferee, and offer to SKT the
right to purchase such shares at a price and upon terms and conditions no less
favorable than those offered to such third party, or (B) in the case of a
proposed sale without any identified prospective purchaser, include the number
of shares to be sold, and offer to SKT the right to purchase such shares at a
price not greater than the closing price of the Company's common stock (or the
equivalent price, in the event that only depository receipts for the Company's
common stock are traded) on the last trading day preceding the date of the SKT
Offer Notice. Within 14 days after receipt of the SKT Offer Notice, SKT may
exercise a right of first refusal with respect to the shares so described in the
SKT Offer Notice (the "Divestiture Offered Shares"), as more particularly set
forth in Section 4.7(b) below.

          (b) SKT's Divestiture Shares Right of First Refusal. SKT shall have
the right to elect (such election to be communicated to the seller in writing),
within 14 days after its receipt of a SKT Offer Notice, to purchase, or
designate an Affiliate of SKT to purchase, all (but not less than all) of the
Divestiture Offered Shares, upon the terms and provisions of sale contained in
the SKT Offer Notice, by written notice to the seller (the "Divestiture Share
ROFR"). The closing shall then be held no later than the earlier of: (i) 21 days
following the receipt by SKT of the original SKT Offer Notice with respect to
the Divestiture Offered Shares; or (ii) 10 days after a cash valuation has been
made pursuant to Section 4.7(c) below (if any part of such consideration is
other than cash or evidence of indebtedness). Full payment for the Divestiture
Offered Shares that SKT or its designee elects to purchase upon exercise of
SKT's Divestiture Share ROFR shall be remitted to an account designated by the
seller upon transfer of such shares unless the SKT Offer Notice provides for
different terms.

          (c) Valuation of Consideration. If the purchase price for the
Divestiture Offered Shares as specified in the SKT Offer Notice is payable in
property other than cash or cancellation of indebtedness, SKT shall have the
right to pay such purchase price in the form of cash equal in amount to the
value of such property. If the seller and SKT cannot agree on such cash value
within 15 days after the receipt of the SKT Offer Notice, the valuation shall be
made by an

                                       23

appraiser of recognized standing selected by the seller and SKT or, if they
cannot agree on an appraiser within 20 days after the receipt of such SKT Offer
Notice, each shall select an appraiser of recognized standing and the two
appraisers shall designate a third appraiser of recognized standing, whose
appraisal shall be determinative of such value. Upon the ultimate determination
of the cash value of such non-cash consideration, SKT shall have 7 days to
exercise its Divestiture Share ROFR pursuant to Section 4.7(b).

          (d) Effect of Failure to Exercise Divestiture Share ROFR. If
SKT shall fail to exercise its Divestiture Share ROFR as provided in Section
4.7(b) above, then the seller may sell the Divestiture Offered Shares (i) at the
price and on the terms specified in the SKT Offer Notice or at a higher price
(and at equivalent or less favorable terms than offered SKT), in the case of
sales prior to the closing of a Qualified IPO, (ii) at the price and on the
terms specified in the SKT Offer Notice or at a higher price (and at equivalent
or less favorable terms than offered SKT) in the case of pre-arranged sales to
third parties at or after the closing of a Qualified IPO (properly noticed as
set forth in Section 4.7(a)(ii)(A) above), or (iii) in the case of sales at or
after the date of the closing of a Qualified IPO that were not pre-arranged with
third-parties as of the date of the SKT Offer Notice (properly noticed as set
forth in Section 4.7(a)(ii)(B) above) (A) any price in case of sales into the
open market, or (B) at a price not less than ten percent (10%) below the
prevailing market price at the time of sale in the case of any "block sales,"
provided, however, that sales or transfers pursuant to (i) and (iii) of this
Section 4.7(d) must be consummated within 30 days after the expiration of SKT's
Divestiture Share ROFR, sales or transfers pursuant to (ii) of this Section
4.7(d) must be consummated within 7 days after the expiration of SKT's
Divestiture Share ROFR, and any such sales or transfers must otherwise be in
accordance with all the terms and conditions hereof. Upon any such sale, any
shares sold in accordance with this Section 4.7 shall no longer be subject to
the Divestiture Share ROFR.

          (e) Judicial Transfers. To the extent possible, all proposed judicial
transfers and sales of the shares held by any party acquiring shares from Mr.
Chey pursuant to the Divestiture Agreement by order of any court or referee in
bankruptcy ("Order") shall be subject to the terms and provisions of this
Section 4.7. If a sale or transfer is proposed pursuant to an Order, all of the
terms of this Section 4.7 shall apply, with the following modification: instead
of a notice of intent to transfer being delivered to SKT by the selling party, a
copy of the Order shall be delivered to SKT by the seller which shall state the
name of the proposed transferee and shall specify the number of the shares to be
sold and the consideration per share. For other purposes of this Section 4.7,
the receipt of the Order shall be treated as the receipt of the SKT Offer Notice
of intended disposition as set forth in Section 4.7(a) above. Each of the
Company and such seller agree to use its best efforts to ensure that SKT
effectively has a right of first refusal to purchase such shares specified in
the Order which is substantially equivalent to the Divestiture Share ROFR set
forth in this Section 4.7.

          (f) Termination. SKT's Divestiture Share ROFR pursuant to this Section
4.7 shall survive termination of this Agreement until April 9, 2008.

                                       24

5.   OTHER RIGHTS OF THE PREFERRED STOCK.

     5.1  Liquidation Preference.

          In the event of any voluntary or involuntary liquidation, or
dissolution of the Company, (a) each holder of the Series A Preferred Stock then
outstanding shall be entitled to be paid an amount equal to 4,550 KRW multiplied
by the number of shares of Series A Preferred Stock owned by such holder of
Series A Preferred Stock plus any declared but unpaid dividends on shares of the
Series A Preferred Stock (the "Series A Liquidation Preference") and (b) each
holder of the Series B Preferred Stock then outstanding shall be entitled to be
paid an amount equal to the greater of (i) KRW 13,985.5472 multiplied by the
number of shares of Series B Preferred Stock owned by such holder of Series B
Preferred Stock plus any declared but unpaid dividends on the Series B Preferred
Stock (the "Series B Liquidation Preference") or (ii) what such holder would
have received at the time of such liquidation or dissolution assuming conversion
of the Series B Preferred Stock at the then applicable conversion ratio, pari
passu, out of the assets or surplus funds of the Company available for
distribution to its shareholders ("Distributable Assets") before any payment
shall be made to the holders of any other class of shares by reason of their
ownership thereof; provided, however, that (i) in the event of stock split or
bonus issuance with respect to the Series A Preferred Stock or the Series B
Preferred Stock, as the case may be (each, a "Downward Adjustment Event"), each
time there is a Downward Adjustment Event, the foregoing price of the Preferred
Stock shall be downwardly adjusted, taking into account the number of shares of
Preferred Stock increased as a result of the Downward Adjustment Event; and (ii)
in the event of reverse stock split or consolidation with respect to the Series
A Preferred Stock or the Series B Preferred Stock, as the case may be (each, an
"Upward Adjustment Event"), each time there is an Upward Adjustment Event, the
foregoing price of the Preferred Stock shall be upwardly adjusted, taking into
account the number of shares of Preferred Stock decreased as a result of the
Upward Adjustment Event. After the payment of all preferential amounts required
to be paid to the holders of the Preferred Stock upon the voluntary or
involuntary liquidation, or dissolution of the Company, all of the remaining
Distributable Assets shall be distributed ratably among the holders of the
Company's common stock.

          In the event that the Distributable Assets are insufficient to pay
both the Series A Liquidation Preference and the Series B Liquidation
Preference, then the Distributable Assets shall be allocated among the holders
of the Series A Preferred Stock and the Series B Preferred Stock according to
the following formulas:

          For each holder of the Series A Preferred Stock: Distributable Assets
          multiplied by the Series A Liquidation Preference associated with such
          Holder's Series A Preferred Stock divided by the sum of the aggregate
          Series A Liquidation Preference and the aggregate Series B Liquidation
          Preference.

          For each holder of the Series B Preferred Stock: Distributable Assets
          multiplied by the Series B Liquidation Preference associated with such
          Holder's Series B Preferred Stock divided by the sum of the aggregate
          Series A Liquidation Preference and the aggregate Series B Liquidation
          Preference.

                                       25

     5.2  Voluntary Redemption.

          (a)  Redemption of the Series A Preferred Stock. To the extent
permissible under Korean law and in accordance with the redemption provisions in
the Company's Articles of Incorporation (the "Articles"), beginning from May 8,
2005 ("Series A Redemption Date"), the holders of Series A Preferred Stock shall
be permitted to redeem the Series A Preferred Stock at a price of 5,180 KRW per
share; provided, however, that (i) each time there is a Downward Adjustment
Event, the foregoing price of the Series A Preferred Stock shall be downwardly
adjusted, taking into account the number of shares of Series A Preferred Stock
increased as a result of the Downward Adjustment Event; and (ii) each time there
is an Upward Adjustment Event, the foregoing price of the Series A Preferred
Stock shall be upwardly adjusted, taking into account the number of shares of
Series A Preferred Stock decreased as a result of the Upward Adjustment Event.
The redemption right by the holders of the Series A Preferred Stock under this
Section 5.2(a) shall terminate on the 10th anniversary of the Series A
Redemption Date.

          (b)  Redemption of the Series B Preferred Stock. To the extent
permissible under Korean law and in accordance with the redemption provisions in
the Company's Articles, beginning from the earlier of (i) October 8, 2007, or
(ii) the date upon which any shares of the Series A Preferred Stock are
redeemed, each of the holders of Series B Preferred Stock shall be permitted to
cause the Company to redeem its Series B Preferred Stock as set forth below. The
redemption right by the holders of the Series B Preferred Stock under this
Section 5.2(b) shall terminate 10 years from the date of issuance of the Series
B Preferred Stock ("Redemption Deadline").

               (1) If the Series B Preferred Stock is redeemed on or prior to
October 8, 2007, such Series B Preferred Stock shall be redeemed by the Company
at a price of 5,180 KRW per share; provided, however, that (i) each time there
is a Downward Adjustment Event, the foregoing price of the Series B Preferred
Stock shall be downwardly adjusted, taking into account the number of shares of
Series B Preferred Stock increased as a result of the Downward Adjustment Event;
(ii) each time there is an Upward Adjustment Event, the foregoing price of the
Series B Preferred Stock shall be upwardly adjusted, taking into account the
number of shares of Series B Preferred Stock decreased as a result of the Upward
Adjustment Event and (iii) if less than one hundred percent (100%) of the Series
A Preferred Stock is being redeemed, the Company shall be required to redeem
only the same percentage of Series B Preferred Stock, with each Series B
Preferred Holder able to redeem a number of shares equal to such percentage of
the Series B Preferred Holder's total number of shares of Series B Preferred
stock. For the avoidance of doubt, no interest shall accrue under Section
5.2(b)(2) on any amount redeemed on or prior to the third anniversary of the
Closing Date.

               (2) If the Series B Preferred Stock is redeemed after October 8,
2007, such Series B Preferred Stock shall be redeemed by the Company at a price
of KRW 11,781.4249 per share (the "Series B Redemption Amount"); provided, that
(i) each time there is a Downward Adjustment Event, the Series B Redemption
Amount of the Series B Preferred Stock shall be downwardly adjusted, taking into
account the number of shares of Series B Preferred Stock increased as a result
of the Downward Adjustment Event; and (ii) each time there is an Upward
Adjustment Event, the Series B Redemption Amount of the Series B Preferred Stock
shall be

                                       26

upwardly adjusted, taking into account the number of shares of Series B
Preferred Stock decreased as a result of the Upward Adjustment Event.

                    (A) Timing of Redemption. If the Series B Preferred Stock is
redeemed after October 8, 2007, ("Third Anniversary Redemption Date"), each
holder of Series B Preferred Stock shall be entitled to redeem one-third (1/3)
of the Series B Preferred Stock (together with any accrued interest thereon
pursuant to subsection (B) below of this Section 5.2(b)(2)), held by such holder
of the Series B Preferred Stock as of the Closing Date, during each twelve-month
period following the Third Anniversary Redemption Date up to the Redemption
Deadline.

                    (B) Additional Interest on Redemption Amount.
Payment-in-kind, or "PIK," interest shall accrue at an annual rate of 4.42% on
two-thirds (2/3) (no interest shall accrue on the remaining one-third (1/3)
Series B Redemption Amount) of the Series B Redemption Amount (together with any
interest accrued thereon, the "2/3 Redemption Amount") beginning on the Third
Anniversary Redemption Date and ending on the first anniversary thereof ("Fourth
Anniversary Redemption Date"). Interest on one-half (1/2) of the 2/3 Redemption
Amount shall accrue at an annual rate of 4.42% beginning on the date following
the Fourth Anniversary Redemption Date and ending on the first anniversary
thereof. No interest shall accrue on any Series B Redemption Amount after the
second anniversary of the Third Anniversary Redemption Date.

          (c) In the event that the Company does not have sufficient
dividendable profits available for distribution in accordance with applicable
law to pay both the Series A Redemption Amount and the Series B Redemption
Amount, then the dividendable profits shall be allocated among the holders of
the Series A Preferred Stock and the Series B Preferred Stock according to the
following formulas, and no payment or distribution shall be made to the holder
of any junior securities until the Series A and Series B Redemption Amounts are
satisfied in full:

          For each holder of the Series A Preferred Stock: such dividendable
          profits multiplied by the Series A Redemption Amount associated with
          such Holder's Series A Preferred Stock divided by the sum of the
          aggregate Series A Redemption Amount and the aggregate Series B
          Redemption Amount.

          For each holder of the Series B Preferred Stock: such dividendable
          profits multiplied by the Series B Redemption Amount associated with
          such Holder's Series B Preferred Stock divided by the sum of the
          aggregate Series A Redemption Amount and the aggregate Series B
          Redemption Amount.

In addition, to the extent legally permitted and so long as such redemption
election occurs on or after the Third Anniversary Redemption Date, PIK interest
shall accrue on any amount that the Company fails to redeem under Section 5.2 or
Section 5.5 pursuant to the procedures set forth in Section 5.8 at a rate equal
to twice the United States prime rate, as published by the Wall Street Journal
on the date of the notice of redemption.

     5.3  Conversion Rights. Each holder of the Series A Preferred Stock and the
Series B Preferred Stock shall have conversion rights as follows (the
"Conversion Rights"):

                                       27

          (a) Each share of Preferred Stock shall be convertible, at the option
of each holder of the Series A Preferred Stock or the Series B Preferred Stock,
at any time after the date of the issuance of such shares, into one share of
common stock of the Company, as such conversion ratio or price may be adjusted
from time to time in accordance with the conversion provisions in the Articles.

          (b) Each share of the Series A Preferred Stock or the Series B
Preferred Stock, shall be automatically converted into one (1) share of common
stock of the Company, as such conversion may be adjusted from time to time in
accordance with the conversion provisions in the Articles, in the event of (i)
the completion of a Qualified IPO, or (ii) upon consent of a majority of holders
of the Series A Preferred Stock (in the case of the Series A Preferred Stock)
and a majority of holders of the Series B Preferred Stock (in the case of the
Series B Preferred Stock). For the avoidance of doubt, for purposes of this
Section 5.3(b), (i) the consent of a majority of holders of the Series A
Preferred Stock shall be deemed sufficient to convert all shares of the Series A
Preferred Stock then outstanding and (ii) the consent of a majority of holders
of the Series B Preferred Stock shall be deemed sufficient to convert all shares
of the Series B Preferred Stock then outstanding.

          (c) Regarding the Preferred Stock, in the event the Company shall
issue New Securities without consideration or for a consideration per share less
than 4,550 KRW (taking into account stock splits, stock dividends and other
similar events), then and in such event, the conversion ratio for the Preferred
Stock shall be adjusted in accordance with the Articles.

     5.4  Dividend Rights. To the extent permissible under Korean law and in
accordance with the Articles, each holder of the Series A Preferred Stock or the
Series B Preferred Stock shall be entitled pari passu to an annual per share
dividend equal to 30% of the par value of the Series A Preferred Stock or the
Series B Preferred Stock, as the case may be ("Dividend Preference Amount"),
payable when and if declared by the Board and the shareholders' meeting of the
Company. The dividends shall not be cumulative and shall be paid prior to
payment of any dividend with respect to the common stock. After payment of the
preferential dividend to the holders of the Preferred Stock, any further
dividends would be paid pari passu to the holders of the Preferred Stock and
common stock on a pro rata basis. In the event that the distributable profits of
the Company are insufficient to cover the Dividend Preference Amount of the
holders of both the Series A Preferred Stock and the Series B Preferred Stock,
then such distributable profits shall be allocated among the holders of the
Series A Preferred Stock and the Series B Preferred Stock on a pro rata basis.
For purposes of dividends on the shares of common stock issued upon conversion
of the Preferred Stock, it shall be deemed that such shares of common stock was
issued at the end of the immediately preceding fiscal year of the Company.

     5.5  Redemption Right Upon Sale.

          (a) To the extent permissible under Korean law and in accordance with
the provisions in the Articles, in the event of a Sale (as defined below), the
holders of Series A Preferred Stock shall be entitled to cause the Company to
redeem shares of the Series A Preferred Stock at the greater of (i) KRW 4,550
per share plus the amount calculated by annual rate of 4.42% from the Closing
Date to the date of redemption; provided, however, that (A) each time there is a

                                       28

Downward Adjustment Event, the foregoing price of the Series A Preferred Stock
shall be downwardly adjusted, taking into account the number of shares of Series
A Preferred Stock increased as a result of the Downward Adjustment Event; and
(B) each time there is an Upward Adjustment Event, the foregoing price of the
Series A Preferred Stock shall be upwardly adjusted, taking into account the
number of shares of Series A Preferred Stock decreased as a result of the Upward
Adjustment Event, or (ii) what such holder would have received in connection
with the Sale assuming conversion of the Series A Preferred Stock at the then
applicable conversion ratio. For purposes of this Section 5.5, a "Sale" shall
mean (i) a sale of all or substantially all assets of the Company, (ii) a change
of control of the Company, or (iii) merger or consolidation of the Company where
the Company is not the surviving entity. For purposes of this Section 5.5, a
"change of control" shall mean a transfer of outstanding equity securities
representing in excess of 50% of the voting power of the Company but shall not
include any transfer of shares among the Major Shareholders and/or to its
"affiliates" (as such term is determined by the Korean Fair Trade Commission
from time to time); provided, however, the affiliate transferees agree to
execute relevant documents and be bound by the terms and conditions applicable
to the transferor under this Agreement.

          (b) To the extent permissible under Korean law and in accordance with
the provisions in the Articles, in the event of a Sale (as defined above), the
holders of Series B Preferred Stock shall be entitled to cause the Company to
redeem each share of Series B Preferred Stock at the greater of (i) KRW
10,349.3049 plus the amount calculated by annual rate of 4.42% from the date of
issuance of such Series B Preferred Stock to the date of redemption; provided,
however, that (A) each time there is a Downward Adjustment Event, the foregoing
price of the Series B Preferred Stock shall be downwardly adjusted, taking into
account the number of shares of Series B Preferred Stock increased as a result
of the Downward Adjustment Event; and (B) each time there is an Upward
Adjustment Event, the foregoing price of the Series B Preferred Stock shall be
upwardly adjusted, taking into account the number of shares of Series B
Preferred Stock decreased as a result of the Upward Adjustment Event, or (ii)
what such holder would have received in connection with the Sale assuming
conversion of the Series B Preferred Stock at the then applicable conversion
ratio.

          (c) In the event that the Company does not have sufficient
dividendable profits available for distribution in accordance with applicable
law to pay the redemption amount set forth in Sections 5.5(a) and (b), then the
dividendable profits shall be allocated among the holders of the Series A
Preferred Stock and Series B Preferred Stock according to the following
formulas:

          For each holder of the Series A Preferred Stock: such dividendable
          profits multiplied by (the aggregate redemption amount associated with
          such Holder's Series A Preferred Stock under Section 5.5(a) divided by
          the sum of the redemption amounts payable to the holders of the Series
          A Preferred Stock and the Series B Preferred Stock, in the aggregate,
          pursuant to Sections 5.5(a) and (b)).

          For each holder of the Series B Preferred Stock: such dividendable
          profits multiplied by (the aggregate redemption amount associated with
          such Holder's Series B Preferred Stock under Section 5.5(b) divided by
          the sum of the redemption amounts payable to the holders of the Series
          A Preferred Stock and the Series B Preferred Stock, in the aggregate,
          pursuant to Sections 5.5(a) and (b)).

                                       29

     In such event, no payments or distributions shall be made to any securities
junior to the Series A Preferred Stock and Series B Preferred Stock until the
amounts due to the holders of the Series A Preferred Stock and Series B
Preferred Stock under Sections 5.5(a) and (b) are satisfied in full.

     5.6  Additional Right Upon a Qualified IPO.

          (a) To the extent permissible under Korean law and in accordance with
the provisions in the Articles, upon a Qualified IPO, the holders of Series A
Preferred Stock shall be entitled to adjust the conversion ratio of their Series
A Preferred Stock so that upon conversion thereof, the number of shares of
common stock that such holders of the Series A Preferred Stock would be entitled
to shall be the greater of (i) the number of common shares to be issued upon the
conversion of the Series A Preferred Stock, based on the then current conversion
ratio and (ii) (KRW 4,550 per share plus interest accrued thereon at an annual
rate of 4.42% from the Closing Date to the date of the Qualified IPO) divided by
the offering price of the common stock in connection with such Qualified IPO.

          (b) To the extent permissible under Korean law and in accordance with
the provisions in the Articles, upon a Qualified IPO, the conversion ratio of
the Series B Preferred Stock shall automatically adjust so that the number of
shares of common stock into which each share of Series B Preferred Stock may
convert shall be the greater of (i) the number of common shares into which each
share of Series B Preferred Stock may convert prior to such adjustment, and (ii)
(KRW 10,349.3049 plus interest accrued thereon at an annual rate of 4.42% from
the date of issuance of such Series B Preferred Stock to the date of the
Qualified IPO) divided by the offering price per share of the common stock upon
such Qualified IPO.

     5.7  Other Terms Not Covered. In the event that any of the Company's
existing or future equity shareholders are entitled to any rights, privileges or
protections on terms more favorable than those herein afforded to the holders of
the Preferred Stock, the holders of the Preferred Stock shall be entitled to the
benefits of such more favorable terms. Fractional shares shall be disregarded
under this Section 5.

     5.8  Timing of Redemption. In the event of a redemption of either the
Series A Preferred Stock or the Series B Preferred Stock pursuant to Section 5.2
or 5.5, upon written notification by the holder(s) of their election to redeem
their shares of Preferred Stock, the Company may, no later than fifteen (15)
calendar days after receipt of such notice, request that such holder(s) tender
to the Company such transmittal or related materials as it may reasonably
request. The Company shall consummate the redemption of the tendered shares
(including payment for such redeemed shares) no later than (i) 90 days from
receipt of notice of redemption from the applicable holder, should the Company
not timely request any transmittal materials, or (ii) within 75 days of receipt
of requested transmittal materials from the redeeming stockholder. Such holder's
election to redeem the Series A Preferred Stock or the Series B Preferred Stock
may not be revoked without the written consent of the Company so long as the
Company satisfies the redemption preference in full within the time period set
forth in this Section 5.8.

                                       30


6.   CORPORATE GOVERNANCE.

     6.1  Voting Rights. Holders of the Preferred Stock shall have one vote per
share of Preferred Stock held by such holder. Except with respect to certain
matters contained in this Agreement or as required by the Korean Commercial Code
as to which the Holders of the Series A Preferred Stock and the Holders of the
Series B Preferred Stock shall vote respectively as a separate class, the
holders of the Preferred Stock shall vote with the holders of the common stock
as a single class on all matters with respect to which the common stock is
entitled to vote.

     6.2  Board of Directors

          (a)  Number of Directors. Each of the Series A Preferred Holders, the
Series B Preferred Holders, the Major Shareholders, SAIF and Apax agree to vote
their shares to cause the total number of directors on the Board to be nine (9)
and to cause all directors on the Board nominated as set forth in this Section
6.2 to be elected by resolution of the general meeting of shareholders. The
parties contemplate that following execution of this Agreement, the composition
of the Board of Directors will initially be as follows (subject to the
maintenance of the respective ownership thresholds set forth below):

               (i) Four (4) directors nominated by SKT, including the
Representative Director and one independent director and one of whom shall be
Mr. So, as set forth in Section 6.2(b);

               (ii) Two (2) directors nominated by the Series A Preferred
Holders, including one independent director, as set forth in Section 6.2(c);

               (iii) One (1) director nominated by the Series B Preferred
Holders, as set forth in Section 6.2(d);

               (iv) One (1) independent director nominated by i-Hatch, as set
forth in Section 6.2(d); and

               (v) One (1) director nominated by SAIF, as set forth in Section
6.2(e).

     If any of the threshold share ownership levels discussed in Sections
6.2(b), 6.2(c), 6.2(d), or 6.2(e) fail to be met by any of the parties, a
majority of the Board of the Company shall be entitled to nominate any
additional director(s) in lieu of those which would have been nominated by other
parties but for their failure to meet the applicable share ownership levels.

          (b)  Directors Nominated by SKT. So long as SKT holds in excess of 8%
of the Company's issued and outstanding shares, SKT shall be entitled to
nominate three (3) directors for election to the Board, including any
Representative Director(s) appointed by SKT pursuant to Section 6.3. In the
event that SKT holds less than 8% of the Company's issued and outstanding
shares, SKT shall be entitled to nominate two (2) directors to the Board,
including any Representative Director(s) appointed pursuant to Section 6.3. In
all circumstances, SKT shall also be entitled to nominate one director not
affiliated with SKT or the SK Group that would qualify as an "independent
director" under Rule 4200(a)(15) of the National Association of Securities

                                       31

Dealers, Inc., with such candidate to be approved by the majority of the Board,
such approval not to be unreasonably withheld. In all circumstances, so long as
he is willing to stand for election to the Board, one of the SKT nominees shall
be Mr. So.

          (c)  Representatives of the Series A Preferred Holders. For so long as
     the Series A Preferred Holders hold 5% or more of the Company's issued and
     outstanding shares, the Company will permit a representative of such Series
     A Preferred Holders to be appointed by NVP (the "Series A Observer") to
     attend all meetings of the Board in a non-voting, observer capacity and
     shall provide to the Series A Observer, concurrently with the members of
     the Board, and in the same manner, notice of such meeting and a copy of all
     materials provided to such members. For so long as the Series A Preferred
     Holders hold 8% or more of the Company's issued and outstanding shares, the
     Board will permit a representative designated by NVP to nominate on behalf
     of such Series A Preferred Holders, one director (in addition to the Series
     A Observer) for election to the Board (the "Series A Director"). In
     addition, for so long as the Series A Preferred Holders hold 12% or more of
     the issued and outstanding shares of the Company, Nokia shall be entitled
     to nominate one director that would qualify as an "independent director"
     under Rule 4200(a)(15) of the National Association of Securities Dealers,
     Inc. and that is not affiliated with i-Hatch, Nokia, or General Atlantic
     with such candidate to be approved by the majority of the Board, such
     approval not to be unreasonably withheld. For the avoidance of doubt, the
     Series A Preferred Holders shall not be entitled to any of the Series A
     Observer, the Series A Director, or any right to nominate any independent
     director if the Series A Preferred Holders hold below 5% of the Company's
     issued and outstanding shares.

          (d)  Representatives of the Series B Preferred Holders.

               (i) For so long as the Series B Preferred Holders hold 5% or more
of the Company's issued and outstanding shares, the Company will permit a
representative (the "Series B Observer") of such Series B Preferred Holders to
be appointed by i-Hatch to attend all meetings of the Board in a non-voting,
observer capacity and shall provide to the Series B Observer, concurrently with
the members of the Board, and in the same manner, notice of such meeting and a
copy of all materials provided to such members. For so long as the Series B
Preferred Holders hold 8% or more of the Company's issued and outstanding
shares, i-Hatch shall nominate, on behalf of such Series B Preferred Holders,
one director for election as a member of the Board (the "Series B Director"). In
addition, for so long as i-Hatch holds in excess of 8% of the Company's issued
and outstanding shares, i-Hatch shall be entitled to nominate one director that
would qualify as an "independent director" under Rule 4200(a)(15) of the
National Association of Securities Dealers, Inc. and that is not affiliated with
i-Hatch, Nokia, or General Atlantic, with such candidate to be approved by the
majority of the Board, such approval no to be unreasonably withheld. For the
avoidance of doubt, neither the Series B Preferred Holders nor i-Hatch shall be
entitled to any of the Series B Observer, the Series B Director, or any right to
nominate any independent director if the shareholding ratio of the Series B
Preferred Holders or i-Hatch, as the case may be, fall below the respective
thresholds set forth in this Section 6.2(d).

               (ii) In regard to the initial Series B Director to serve on
behalf of the Series B Preferred Holders, Randolph Lee (Chip) Austin shall be
the initial Series B Director, and, so long as the Series B Preferred Holders
are entitled to a Series B Director pursuant to Section

                                       32

6.2(d)(i),such person shall be removed and replaced only by a majority of the
holders of the Series B Preferred Stock. So long as the Series B Preferred
Holders hold 8% or more of the Company's issued and outstanding shares, for any
period during which there is no Series B Director serving on the Board of the
Company, i-Hatch may appoint, on behalf of the Series B Preferred Holders, an
additional Series B Observer.

               (iii) So long as the Series B Preferred Holders are entitled to a
Series B Director pursuant to Section 6.2(d)(i), upon the resignation, removal,
disability or death of the initial Series B Director or his successor, i-Hatch
may nominate, on behalf of the Series B Preferred Holders, one successor
candidate to stand for election as the successor Series B Director.

          (e)  For so long as SAIF holds 8% or more of the Company's issued and
outstanding shares, SAIF shall be permitted to nominate one director for
election as a member of the Board (the "SAIF Director").

          (f)  Meetings of Board of Directors. Meetings of the Board shall be
held at least once every quarter. Meetings of the Board may be called by a
Representative Director. Members of the Board may attend meetings in person or
by videoconference. Meetings of the Board shall be held in English with an
English-language record thereof. The Company shall reimburse each of the Series
A Director and the Series B Director for reasonable expenses (in accordance with
Company policies and including travel expenses for attendance in person,
provided that airfare may be business class) incurred in connection with
attendance at any meeting of the Board.

          (g)  Quorum. A quorum for a meeting of the Board shall consist of a
majority of the directors.

          (h)  Election of Directors to the Board. The Company, the Major
Shareholders, the Series A Preferred Holders, the Series B Preferred Holders,
SAIF, and Apax shall exercise their respective voting rights and take such other
steps as are necessary to insure the Board shall conform to the provisions of
this Section 6.2, including voting their shares for the election of any nominee
for director selected pursuant to Sections 6.2(b), (c), (d) or (e). In the event
that any of SKT, the Series A Preferred Holders, the Series B Preferred Holders,
or SAIF, as the case may be, wishes to change any of its nominated directors,
the other parties shall exercise their voting rights accordingly so as to make
such change possible; provided, however that SKT, Nokia and i-Hatch shall not
have the right to unilaterally remove or direct the removal of directors
nominated by them that are identified above as intending to qualify as
independent directors under Rule 4200(a)(15) of the National Association of
Securities Dealers, Inc. Upon the removal, resignation, death, or disability of
any such independent director, a replacement candidate (if any) shall be
nominated by the same person that nominated the predecessor director, so long as
such person or group of persons has maintained the appropriate ownership
percentage set forth in Section 6.2(b), 6.2(c) or 6.2(d)(i). In the event that
any other director is removed from the Board without cause prior to his or her
end of term, the party proposing such dismissal shall indemnify and hold the
Company and the other parties harmless for any and all damages and other
expenses relating to such dismissal.

          (i)  For purposes of this Section 6.2, the "shareholding ratio" or
similar measurements of the ownership of each of the Series A Preferred Holders,
the Series B Preferred

                                       33

Holders, and SAIF means their respective percentage ownership of the Company's
common stock assuming conversion of the Preferred Stock based on the then
applicable conversion ratio(s).

     6.3  Representative Directors and Statutory Auditor

          (a)  Representative Directors. The Company shall have one
Representative Director. The Representative Director shall be elected through a
meeting of the Board and the parties agree to cause their respectively nominated
and elected directors to vote so as to elect such Representative Director
nominated by SKT.

          (b)  Statutory Auditor. The Company shall have one statutory auditor
who shall be elected at a general meeting of shareholders and the parties agree
to cause vote their shares so as to elect such statutory auditor nominated by
the Major Shareholders.

     6.4  Veto Powers of the Holders of Preferred Stock.

          (a)  The Company and its subsidiaries shall be entitled to undertake
each of the following actions (the "Company Strategic Actions") only in
accordance with the procedures set forth in Section 6.4(b) and (c):

               (i) any action that authorized, created or issued shares of any
class or series of the Company having preferences superior to or on a parity
with the Preferred Stock (including issuance of additional shares of Preferred
Stock);

               (ii) any payment of dividends (which shall include distributions
of property in respect of any class of stock of the Company) on any class of
stock of the Company or any issuance of any security of the Company without
consideration that has the effect of diluting the voting rights of the holders
of the Series A Preferred Stock and the Series B Preferred Stock;

               (iii) repurchase, redeem or retire any of the Company's voting
securities other than (A) pursuant to contractual rights to repurchase common
stock or preferred stock by employees, directors or consultants of the Company
or its subsidiaries upon termination of their employment or services or pursuant
to the exercise of a contractual right of first refusal held by the Company or
(B) any redemptions pursuant to this Agreement;

               (iv) a sale of all or substantially all the Company's assets;

               (v) any amendment, modification, repeal or restatement of the
Articles (including Articles 7-1, 7-2 and 25 as included in the Articles of
Incorporation effective as of the Closing Date) of the Company, whether by
merger, consolidation, or otherwise, that would adversely affect the powers,
preferences, privileges, voting and other special rights and qualifications,
limitations and restrictions of the Preferred Stock;

               (vi) indebtedness in excess of $10,000,000 incurred in
non-ordinary course of business;

                                       34


               (vii) any provision of any loans, pledges, encumbrances or
guarantees (including "blank notes" issued by the Company on or after the date
hereof) (collectively, the "Loans") by the Company to any of the Major
Shareholders or the provision of Loans exceeding 200,000,000 KRW per transaction
to any other person including, without limitation, any of its directors,
officers, and employees;

               (viii) purchase by the Company of any securities (other than cash
management in the ordinary course of business) in excess of $5,000,000;

               (ix) any transaction or series of transactions between the
Company and any shareholders of the Company, directors, officers or employees of
the Company that is not in the ordinary course of business or for which the
aggregate value exceeds 2,000,000,000 KRW; provided, however, that any
transaction or series transactions between the Company and SKT and
entities/individuals within the SK Group as determined by the Korean Fair Trade
Commission from time to time made in the ordinary course of business shall be
excluded;

               (x) liquidation or dissolution of the Company;

               (xi) any transfer of substantial business of the Company (under
Article 374 of the Commercial Code);

               (xii) spin-off, merger and capital reduction of the Company; and

               (xiii) share swap (under Articles 360-2 and 360-15 of the Korean
Commercial Code) for the establishment of a holding company.

          (b)  Before taking any Company Strategic Action, the Company shall
first notify each of the Series A Preferred Holders, General Atlantic, and
i-Hatch in writing of the proposed Company Strategic Action and request their
consent. The Company shall not undertake or agree to undertake any such Company
Strategic Action unless either (i) each of the Series A Preferred Holders and
i-Hatch, or (ii) each of the Series A Preferred Holders and General Atlantic
approve such action in writing; provided, however, that in either case specified
in the foregoing clauses (i) or (ii) unless any of (1) each of the Series A
Preferred Holders and i-Hatch, (2) each of the Series A Preferred Holders and
General Atlantic, or (3) each of i-Hatch and General Atlantic object in writing
to the Company Strategic Action within fourteen calendar days of receipt of
notice of the proposed Company Strategic Action, the Company shall be permitted
to take such Company Strategic Action without approval in writing of any of the
Preferred Holders, and the approval in writing of neither i-Hatch nor General
Atlantic shall be required once i-Hatch and/or General Atlantic have sold or
otherwise disposed of (not including any surrender of Escrow Shares in
satisfaction of claims under the Escrow Agreement entered into in connection
with the Acquisition Agreement) in excess of 25% of their combined holdings of
Series B Preferred Stock as of the date of the issuance of the Series B
Preferred Stock (including any Escrow Shares).

          6.5  Grant of Options to Purchase WiderThan Stock. Each of the Series
A Preferred Holders, the Series B Preferred Holders, SAIF, Apax, and the Major
Shareholders shall exercise their respective voting rights in favor of, cause
their respective directors to approve, and

                                       35

take such other commercially reasonable actions as may be required to (i) grant
to the employees of Ztango, upon or as soon as practicable after a Qualified
IPO, options to purchase common stock of the Company, and (ii) cause Ztango to
fulfill its obligations with respect to any virtual stock options granted to
employees of Ztango, each in accordance with the terms of Section 3.4 of the
Acquisition Agreement and the Ztango 2004 Virtual Stock Option Plan.

7.   COVENANTS

     7.1  Initial Public Offering. The Company shall use its reasonable best
efforts to undertake the Company's Qualified IPO by July 1, 2005; provided,
however, that should the Company conclude that it is in the Company's best
interest to conduct its Qualified IPO in Korea, the Company shall instead use
its reasonable best efforts to consummate the Company's Qualified IPO as soon as
practicable, but in no event later than March 21, 2006. The Company shall use
commercially reasonable efforts to list its common stock, or depository receipts
representing such common stock, on the Nasdaq stock market. SKT hereby covenants
and agrees to vote its shares and cause its designees on the Board of Directors
of the Company to vote in favor of any proposal by the Company to initiate a
Qualified IPO.

     7.2  Translation of Minutes of Shareholders and Board of Directors
Meetings. The Company shall translate the minutes of the shareholders and Board
meetings from Korean into English and provide the same to the Series A Preferred
Holders, the Series B Preferred Holders, SAIF, and Apax (with respect to Apax
only, so long as Apax holds, in the aggregate, at least 5% of the Company's
issued and outstanding shares (on an as converted, fully-diluted basis)). For
purposes of this Section 7.2, the Company shall be deemed to have satisfied its
obligation to provide the minutes described in this Section 7.2 to the Series A
Preferred Holders and the Series B Preferred Holders with the dispatch of such
minutes to the respective Delivery Representatives (which, for the avoidance of
doubt, includes each of NVP, i-Hatch, and General Atlantic, who may forward
copies of such minutes to their respective affiliates owning shares of stock in
the Company).

8.   TERMINATION.

     This Agreement shall terminate automatically (i) upon a Qualified IPO;
provided, however, that the obligations of the parties under Sections 2, 4.7,
6.5 and 9 shall survive such termination; or (ii) upon a Sale.

9.   GENERAL PROVISIONS.

     9.1. Notices.

          (a) Except as otherwise required under this Agreement, any notices,
reports, requests, waivers or other communication made under this Section 9.1(a)
shall be in English and shall be deemed to have been duly and lawfully delivered
to all holders of the Preferred Stock, all Major Shareholders, SAIF, Apax, or
the Company, as the case may be, if such notice has been properly delivered to
their/its respective representative listed hereunder. Except as may be otherwise
provided herein, all such notices, requests, waivers and other communications
made

                                       36

pursuant to this Section 9.1(a) shall be in writing and shall be conclusively
deemed to have been duly given (i) when hand delivered to the relevant parties;
(ii) when received if sent by registered mail, return receipt requested, or
similar means designed to give assurance of the time of delivery to the
recipient, at the address set forth below; or (iii) three business days after
deposit with internationally recognized overnight delivery service, postage
prepaid, addressed to the relevant parties as set forth below with
next-business-day delivery guaranteed, provided that the sending party receives
a confirmation of delivery from the delivery service provider. In the event of
any notice given pursuant to Section 6.4(b), the Company shall also provide
prompt email and facsimile notice of the proposed Company Strategic Action.

                                                             
         If to the Series A Preferred Holders:                  If to the Company, SKT or Mr. Chey:

         Nokia Venture Partners II, LP                          WiderThan.com, Co., Ltd.
         545 Middlefield Road, Suite 210                        K1 REIT Bldg. 463
         Menlo Park, CA 94025                                   Chungjeong-ro, Seodaemun-gu
         U.S.A.                                                 Seoul 120-709, Korea
         Attn: David Jaques                                     Attn: Jin Woo So, Ho-Seok Kim
         Fax Number: 1-650-462-7252                             Fax Number: 82-2-2014-5004
         E-mail: david.jaques@nokia.com                         E-mail: jwso@sktelecom.com; Hskim@widerthan.com


         With a copy to:                                        With a copy to:

         Holland & Knight LLP                                   Alston & Bird LLP
         195 Broadway                                           90 Park Avenue
         New York, New York 10007                               New York, New York 10016
         U.S.A.                                                 U.S.A.
         Attn: Neal H. Beaton, Esq.                             Attn: Aydin S. Caginalp, William Y Kim
         Facsimile: 1-212-385-9010                              Facsimile: (212) 210-9444
         E-mail: Neal.Beaton@hklaw.com                          E-mail: acaginalp@alston.com


         If to Apax:

         Apax Partners
         2180 Sand Hill Road
         Menlo Park, CA 94025
         Attn: Neeraj Bharadwaj
         Tel: (650) 475-1133
         Facsimile: (650) 494-6751
         E-mail: neeraj.bharadwaj@apax.com


         With a copy to:

         David Makarechian, Esq.
         O'Melveny & Myers LLP
         2765 Sand Hill Road
         Menlo Park, CA 94025
         Tel: (650) 473-2631
         Facsimile: (650) 473-2601
         E-mail: dmakarechian@omm.com



                                       37

                                                             
             and

         Ri Bong Han
         Bae, Kim & Lee
         3rd - 12th Floor
         Hankook Tire Bldg. 647-15
         Yoksam-dong, Kamsnam-gu
         Seoul, 135-723, Korea
         Telephone: 82-2-3404-0000
         Facsimile: 82-2-3404-0001
         E-mail: rbh@bkl.co.kr


         If to the Series B Preferred Holders:                  If to SAIF:

         ZT Stockholder Rep LLC                                 SAIF Capital Limited
         c/o I-Hatch Ventures LLC                               136, St. Christopher Street
         599 Broadway, 11th Floor                               Valetta, VLT 05, Malta
         New York, NY 10012                                     Attn: Mr. Carmel (Lino) Buttigieg
         Attn: Brad Farkas                                      Facsimile: 356-2123-0624
         Facsimile: (212) 208-2576                              E-mail: lb@bdomalta.com.mt
         E-mail: brad@i-hatch.com

                                                                With a copy to:
         With copies to:
                                                                SAIF Advisors Limited Korea
         General Atlantic Partners 64, L.P.                     4th flr, KTB Network Bldg.,
         c/o General Atlantic Service Corporation               826-14, Yeoksam 1-dong, Kangnam-gu
         3 Pickwick Plaza                                       Seoul, 135-769, Korea
         Greenwich, Connecticut 06830                           Attn: Mr. Jung Woo Sung, Principal
         Attn: Phil Trahanas                                    Facsimile: 82-2-3466-1202
         Telephone: (203) 629-8600                              E-mail: jwsung@sbaif.com
         E-mail: ptrahanas@gapartners.com

             and

         Wollmuth Maher & Deutsch LLP
         500 Fifth Avenue, 12th Floor
         New York, New York  10110
         Attn: Rory M. Deutsch
         Facsimile: (212) 382-0050
         E-mail: rdeutsch@wmd-law.com




     Each person making a communication hereunder by facsimile shall promptly
confirm by e-mail to the person to whom such communication was addressed each
communication made by it by facsimile pursuant hereto but the absence of such
confirmation shall not affect the validity of any such communication. A party
may change or supplement the addresses given above, or

                                       38

designate additional addresses, for purposes of this Section 9.1(a) by giving
the other parties written notice of the new address in the manner set forth
above.

     (b) In each case where a notice, report, request, waiver or other
communication is required to be made pursuant to this Agreement to each holder
of the Preferred Stock or Major Shareholder, as the case may be, except as
otherwise provided herein, all such notices, reports, requests, waivers and
other communications shall be in writing and shall be conclusively deemed to
have been duly given (i) when hand delivered to the relevant parties; (ii) when
received if sent by email or facsimile at the email address and number set forth
above; or (iii) three business days after deposit with internationally
recognized overnight delivery service, postage prepaid, addressed to the
relevant parties as set forth above with next-business-day delivery guaranteed,
provided that the sending party receives a confirmation of delivery from the
delivery service provider. Each person making a communication hereunder by
facsimile shall promptly confirm by e-mail to the person to whom such
communication was addressed each communication made by it by facsimile pursuant
hereto. A party may change or supplement the addresses given above, or designate
additional addresses, for purposes of this Section 9.1(b) by giving the other
parties written notice of the new address in the manner set forth above.

     9.2 Entire Agreement. This Agreement, the schedules and exhibits hereto
which are hereby expressly incorporated herein by this reference, and the
Acquisition Agreement, together with the documents contemplated thereby,
constitute the entire understanding and agreement between the parties with
regard to the subjects hereof and thereof.

     9.3 Governing Law. This Agreement shall be governed in all respects by the
laws of Korea without regard to provisions regarding choice of laws.

     9.4 Severability. If one or more provisions of this Agreement are held to
be unenforceable under applicable law, then such provision(s) shall be excluded
from this Agreement and the balance of this Agreement shall be interpreted as if
such provision(s) were so excluded and shall be enforceable in accordance with
its terms.

     9.5 Third Parties. Nothing in this Agreement, express or implied, is
intended to confer upon any person, other than the parties hereto and their
permitted successors and assigns, any rights or remedies under or by reason of
this Agreement.

     9.6 Titles and Subtitles. The titles of the sections and subsections of
this Agreement are for convenience of reference only and are not to be
considered in construing this Agreement.

     9.7 Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be an original, but all of which together
shall constitute one instrument.

                                       39

     9.8 Amendment of Rights. Any provision of this Agreement may be amended and
the observance thereof may be waived (either generally or in a particular
instance and either retroactively or prospectively), only with the written
consent of the Company, the Major Shareholders, the holders of a majority of all
issued and outstanding shares of Series A Preferred Stock and the holders of a
majority of all issued and outstanding shares of Series B Preferred Stock (which
must include i-Hatch and General Atlantic until such time as i-Hatch and/or
General Atlantic have sold or otherwise disposed of (not including any surrender
of Escrow Shares in satisfaction of claims under the Escrow Agreement entered
into in connection with the Acquisition Agreement) in excess of 25% of their
combined holdings of Series B Preferred Stock as of the date of the issuance of
the Series B Preferred Stock (including any Escrow Shares)). Any provision of
this Agreement may be amended or the observance thereof be waived (either
generally or in a particular instance and either retroactively or prospectively)
without the consent of SAIF and Apax, unless the effect of such amendment or
waiver would be to adversely affect the rights of SAIF or Apax hereunder;
provided, however, that (i) the addition of one or more additional investors
pursuant to the transactions contemplated by the Divestiture Agreement and the
grant of rights to such investors hereunder on terms no more favorable than
those provided to SAIF and Apax, and (ii) the expansion of the Board to include
directors shall not be deemed to be amendments requiring the consent of either
SAIF or Apax.

     9.9 Dispute Resolution/Arbitration. In the event of any dispute or claim
arising out of or relating in any way to this Agreement among the holders of the
Series A Preferred Shares, the holders of the Series B Preferred Shares, SAIF,
Apax, and any of the Major Shareholders, or between one or more of them and the
Company ("Parties to the Dispute"), the Parties to the Dispute shall agree to
negotiate in good faith to resolve any dispute between them regarding this
Agreement. If the disputes cannot be resolved in such a manner, the matter shall
be settled by arbitration except to the extent otherwise required by Korean law
with respect to Exclusive Korean Law Matters.

     Except to the extent otherwise required by Korean law with respect to
Exclusive Korean Law Matters, all matters submitted to arbitration shall be
finally settled by binding arbitration under the Rules of Arbitration of the
International Chamber of Commerce. The place of arbitration shall be Singapore
or any other place mutually agreed upon by the Parties in Dispute. The award
made by the arbitrators shall be final and binding upon the Parties in Dispute
and may be enforced in any court of competent jurisdiction. Unless the
arbitrators decide otherwise, the cost of arbitration shall be shared equally by
the Parties in Dispute.

     9.10 Amendment of Preferred Stock Investor Rights Agreement. The Company,
the Series A Preferred Holders, the Series B Preferred Holders, and the Major
Shareholders agree that the Preferred Stock Investor Rights Agreement is hereby
amended and restated in its entirety as set forth herein.

                                       40

     9.11 Confidentiality of Information. Each party to this Agreement agrees to
keep confidential this Agreement and all information obtained pursuant to this
Agreement from other parties or the Company. The parties agree to take all
necessary precautions in a manner acceptable to the party furnishing the
confidential information to keep confidential such information and to restrict
its use outside and beyond the scope of this Agreement; provided, however, that
the above shall not apply to information which is or becomes part of the public
domain through no fault of the disclosing party, nor shall the above restrict or
prohibit the disclosure of such information to competent government authorities
as is required to bring about the transactions contemplated by this Agreement.
The parties shall take all steps reasonably necessary to ensure that their
directors, officers, employees, agents and subcontractors, if any, will comply
in all respects with this Section 9.11.

     9.12 English Language Controls. The English language version of this
Agreement shall control all interpretations hereof.

     9.13 Inclusion of Pledged Shares. For purposes of determining the
percentage of shares required to initiate a demand or shelf registration
pursuant to Sections 2.3(a) and 2.5, and for the purpose of determining the
percentage of shares required to maintain a Series B Director pursuant to
Section 6.2(d), the number of shares of Series B Preferred Stock initially
pledged pursuant to the Pledge Agreement shall be included in both the numerator
and denominator of such fraction.

     9.14 Exchange Rate. Except as expressly set forth herein, the applicable
exchange rate in the event of any foreign currency exchange shall be the KRW/USD
exchange rate equal to the average of the "TT Bid" and "TT Sale" prices averaged
over the 30 calendar days prior to any applicable payment hereunder, as
published by the Korea Exchange Bank.

     9.15 Conflict with Articles. To the extent that there is a conflict or
disagreement between any provision of this Agreement and the Articles, each
party hereto agrees to use its best efforts to conform the provisions of the
Articles to the terms of this Agreement.


                             SIGNATURES ON NEXT PAGE

                                       41

     IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the Effective Date.


COMPANY:

WIDERTHAN.COM CO., LTD.


By       /s/ Sangjun Park
   -----------------------------------------
   Name:  Sangjun Park
   Title: Representative Director



MAJOR SHAREHOLDERS:

SK TELECOM CO., LTD.


By       /s/ Jin Woo So
   -----------------------------------------
   Name:  Jin Woo So
   Title: VP, New/Global Business Group



/seal/ Tae Won Chey
- -------------------
TAE WON CHEY
Resident Registration No.:



SERIES A PREFERRED HOLDERS:

NOKIA VENTURE PARTNERS II, LP


By       /s/ Antti Kokkinen
   -----------------------------------------
   Name:  Antti Kokkinen
   Title: General Partner



NVP AFFILIATES II, LP


By       /s/ Antti Kokkinen
   -----------------------------------------
   Name:  Antti Kokkinen
   Title: General Partner

                                       42

SERIES B PREFERRED HOLDERS:

I-HATCH VENTURES, L.P.

       By: i-Hatch Ventures, LLC, its General Partner


         By       /s/ Randolph Lee Austin
            --------------------------------------------------
            Name:  Randolph Lee Austin
            Title: Managing Partner



GENERAL ATLANTIC PARTNERS 64, L.P.

       By: General Atlantic Partners, LLC, its General Partner


         By       /s/ Matthew Nimetz
            --------------------------------------------------
            Name:  Matthew Nimetz
            Title: A Managing Member

                                       43

SAIF CAPITAL LIMITED


By       /s/ Carmel (Lino) Buttigieg
   -----------------------------------------------------------
   Name:  Carmel (Lino) Buttigieg
   Title: Director

                                       44

WTC INVESTMENT LLC


By:      /s/ Paul Vais
         Name:  Paul Vais
         Title: Vice President

                                       45

                                    EXHIBIT A

                               Major Shareholders


TAE WON CHEY
1301 Cheongamdae, 64-29 Cheongam-dong, Yongsan-gu, Seoul
Resident Registration No.: 601203-1047228
1,000,000 common stock

SK TELECOM CO., LTD.
SK Building, 99 Seorin-dong, Jongro-gu, Seoul
Business Registration No.: 104-81-37225
2,000,000 common stock


                                    EXHIBIT B

                           Series B Preferred Holders


Mark Caron
A. Douglas Henderson Revocable Trust
Aspira Capital Management, L.P.
Broadview SLP
Casper Capital Ltd.
Dan Oakley
David Warmflash
Futurtec, L.P.
GAP Coinvestment Partners II, L.P.
General Atlantic Partners 64, L.P.
Glenn S. Dorsey
Harto Family Partners, L.P.
i-Hatch Advisors, L.P.
i-Hatch Ventures, L.P.
Impact Entrepreneurs Fund, LP
Impact Venture Partners, LP
James M. Lyon
Joan Dea
Joel-Andre Ornstein
K&A Trust
Lyon, Stubb & Tompkins, Inc.
Maureen C. Tompkins
Michael Miller
MK Global Technology Partners, L.P.
Mount Washington Associates, L.L.C.
Parande, S.A.
Paul Eisen
Robert Mittleman
Robert Mosberg
Sands Brothers Venture Capital II LLC
Sands Brothers Venture Capital III LLC
Special K, LLC
Ted Nierenberg
The Washington Dinner Club, LLC
Vairam Alagappan
VentureHouse Group LLC




                                    EXHIBIT C

                             Definition of Affiliate

Under Article 2, Item 3 of the FTL, "Affiliated Corporation" means each of two
or more companies belonging to a single Business Group.


Business Group

Under Article 2, Item 2 of the FTL, a "Business Group" means a group of
corporations whose businesses are in fact controlled by a Controlling Person as
defined in the Presidential Decree and falls under one of the following
categories:

     (a)  if the Controlling Person is a corporation, a group of companies which
          includes the Controlling Person and the companies controlled by the
          Controlling Person; or
     (b)  if the Controlling Person is not a corporation, a group of two or more
          companies controlled by the Controlling Person.


Controlled Company

There is a two-fold test for determining whether a company is a controlled
company (and thus designated as an affiliated company) of a Controlling Person;
an equity ratio test and a management control test. Article 3 (Scope of Business
Group) of the Presidential Decree of the FTL defines a company, which is in fact
controlled by a Controlling Person ("Controlled Company"), and therefore
included in the scope of a "Business Group."

First, under the equity-ratio test, a company is generally deemed an affiliate
of other companies belonging to a single Business Group when the Controlling
Person (i) owns at least a thirty percent (30%) interest (together with a
Related Person, as defined below) and (ii) is the largest shareholder of such
company. Second, under the management control test, a company is deemed to be
under the control of another, if the latter exercises considerable influence
over the management of such company.


     Equity ratio test

     Under the equity ratio test, a Controlled Company is determined as follows:

     (1)  Where the Controlling Person, by himself or with any of the persons
          specified in the following items (hereinafter referred as "Related
          Person"), owns thirty percent (30%) or more of the total issued shares
          (excluding non-voting shares as provided in Article 370 of the
          Commercial Code) of the Controlled Company and is the largest
          shareholder of the Controlled Company:



          (a)  A spouse, a blood relative within at least eight degrees of
               kinship, a relative by marriage who is at least a cousin in
               relationship (hereinafter referred to as "Relatives");

          (b)  A non-profit legal person or an organization (which means
               unincorporated association or foundation; hereinafter the same)
               in which the person, by himself or with any Related Person,
               contributes thirty percent (30%) or more of the total
               contribution as the largest contributor or either the person or
               the Related Person is the founder;

          (c)  A non-profit legal person or an organization in which the person,
               directly or through the Related Person, exercises dominating
               influence on the composition of officers or the operation of
               business, etc;

          (d)  A company whose operation is in control of the person de facto,
               pursuant to the provisions in this Subparagraph (1) or those in
               Subparagraph (2);

          (e)  The directors, statutory auditors, general partners or officers
               (hereinafter referred to as "Officers") of the Controlling
               Persons (in case the Controlling Person is a legal person) and
               the employees of the Controlling Person (in case the Controlling
               Person is an individual), as well as the Officers or the
               employees, as the case may be, of a Related Person as defined in
               Items (b) through Item (d) above.


     Management control test

     Under the management control test, a Controlled Company is determined as
     follows:

     Where a corporation falls under one of the following categories and the
     Controlling Person is regarded as exercising considerable influence on the
     management of said corporation:

          (a)  A company in which the Controlling Person, through a contract or
               an agreement with another major shareholder, has
               appointed/dismissed the representative director or has appointed
               or can appoint 50% or more of the Officers.

          (b)  A company in which the Controlling Person, directly or through
               the Related Person, exercises dominating influence on the major
               decision-makings and execution of matters, including
               organizational restructuring of said corporation or its
               investment in new businesses.

          (c)  A company that engages in "personnel exchanges" with a Controlled
               Company (or with a Controlling Person if the Controlling Person
               is a juridical person; the term Controlled Company for the
               purposes of this section includes the Controlling Person in such
               case) that falls under one of the following categories:


               1)   Interlocking Officers with the Controlled Company

               2)   Officers or employees of the Controlled Company are
                    appointed as Officers or employees of said company and
                    re-appointed as Officers or employees of Controlled Company
                    (including being re-appointed to a different Controlled
                    Company);

               3)   Officers or employees of said company are appointed as
                    Officers or employees of a Controlled Company and
                    re-appointed as Officers or employees of said company or an
                    affiliate of said company.

          (d)  A company which is engaging in trade of funds, assets, products,
               or services or granting or receiving debt guarantees with the
               Controlling Person or the Related Person in excess of ordinary
               scope; a company which is considered as an affiliate of the
               business group of the Controlling Person since it makes
               representation in its business that it can be acknowledged as an
               affiliate of the business group of the Controlling Person or
               engages in other acts that are considered acts of the same
               economic entity by common social norms.


Exclusion from Business Group

According to Article 3-2, Item 1 of the Presidential Decree of the FTL, the Fair
Trade Commission, upon the request of the interested parties, may exclude a
company from the scope of the Business Group under the control of the
Controlling Person, despite the provisions of Article 3, where it deems that the
Controlling Person does not control activities or operation of the company as
falling under any of the following subparagraphs:

     (1)  A company which is in fact managed by a person other than each person
          of the following items in accordance with agreements or contracts made
          between investors

          (a)  A person who has been appointed by the Controlling Person; and

          (b)  A person who has relationships with the Controlling Person as
               falling under Item 1 (a) or (e) of Article 3 of the Presidential
               Decree of the FTL

     (2)  A company which satisfies such requirements as provided in each of the
          following items (hereinafter referred to as the "criteria for the
          recognition of independent management"), and which is recognized as
          managed independently by relatives of the Controlling Person

          (a)  The aggregate of shares of each company requesting the exclusion
               from the Business Group under the control of the Controlling
               Person (hereinafter referred to as "affiliate company of
               relatives") which are owned by the Controlling Person and Related
               Person [excluding a person who performs an independent management
               of an affiliate company of relatives (hereinafter referred to as
               the "independent manager") and persons whom the Fair Trade
               Commission approves, upon the request of an independent manager,
               excluded from the scope of Related Person] shall be less than
               3/100 (10/100 in case of


               a company that is not a listed corporation on Korean Stock
               Exchange or a registered corporation on KOSDAQ) of the total
               number of shares issued by each company

          (b)  The aggregate of shares of each company under the control of the
               Controlling Person (referring to one of the companies belonging
               to the Business Group under the control of the Controlling Person
               after excluding affiliate companies of relatives; hereinafter
               referred to as the "affiliate company of the Controlling Person")
               which are owned by independent managers and persons having
               relations with the independent managers as falling under each
               item of Item 1 of Article 3 of the Presidential Decree of the FTL
               (limited to a person excluded from such scope in accordance with
               the provisions of item (a), in case of Related Person) shall be
               less than 3/100 (15/100 in case of a company that is not a listed
               corporation on Korean Stock Exchange or a registered corporation
               on KOSDAQ) of the total number of shares issued by each company

          (c)  There shall be no interlocking Officer between affiliate company
               of the Controlling Person and affiliate company of relatives

          (d)  There shall not be guaranty of debts, or lending or loaning money
               between affiliate company of the Controlling Person and affiliate
               company of relatives; provided, that this shall not apply in
               cases of guaranty of debts, or lending or loaning money which has
               been considered to have taken place in ordinary course of
               business

     (3)  A company that is in bankruptcy proceeding after having been sentenced
          bankrupt under the Bankruptcy Act

     (4)  A company corresponding to the agreement-concluding firm under
          subparagraph 2 of Article 2 of the Corporate Restructuring Investment
          Companies Act, which satisfies the requirements falling under the
          following items

          (a)  The rights for disposal, and voting rights, of shares owned in
               excess of 3/100 of the total number of shares issued by the
               relevant company (10/100 in case of a company which is not a
               listed corporation on Korean Stock Exchange or a registered
               corporation on KOSDAQ) from among the shares owned by the
               Controlling Person and Related Person, shall be entrusted to the
               creditor financial institutions (referring to financial
               institutions under the Banking Act and other Acts, which have
               provided credits to the relevant firms)

          (b)  The Controlling Person and Related Person shall conclude a
               special agreement waiving the terminating right for the
               entrustment contract under item (a)

     (5)  A company for which a procedure for reorganization is in progress by
          receiving a decision on commencing the reorganization procedure under
          the Company Reorganization Act, which satisfies the requirements
          falling under the following items

          (a)  The rights for disposal, and voting rights, of shares owned in
               excess of 3/100 of the total number of shares issued by the
               relevant company (10/100 in case of a company which is not a
               listed corporation on Korean Stock Exchange or a registered
               corporation


               on KOSDAQ) from among the shares owned by the Controlling Person
               and Related Person, shall be entrusted to the manager under
               Article 94 of the Company Reorganization Act, but after the
               completion of reorganization procedures, the relevant rights
               shall be succeeded by the company

          (b)  The Controlling Person and Related Person shall conclude a
               special agreement waiving the terminating right for the
               entrustment contract under item (a)

According to Article 3-2, Item 2 of the Presidential Decree of the FTL, the Fair
Trade Commission may, upon the request of interested parties, exclude a company
from the scope of the Business Group under control of the Controlling Person,
with respect to any company falling under any of the following subparagraphs,
notwithstanding the provisions of Article 3 of the Presidential Decree of the
FTL;

     (1)  A corporation incorporated for private investment business under the
          Act on Private Participation in Infrastructure in the event that any
          person falling under any of the following items holds not less than
          20/100 of total number of stocks issued by such corporation; provided,
          that the same shall be limited to a case where the corporation has not
          made any mutual investment with another company and has not been
          guaranteed by any person other than investors for any repayment of
          debts

          (a)  The Korean or a local government

          (b)  A government-invested institution established under Article 2 of
               the Framework Act on the Management of Government-Invested
               Institutions

          (c)  A public corporation or other corporation established pursuant to
               any special Act

     (2)  A company in which not less than two largest investors (including the
          case where the Controlling Person and Related Person make investments)
          exist and do not exercise any controlling influence over the
          composition of Officers and business operations, etc. from among
          companies falling under any of the following items

          (a)  A company incorporated by not less than two companies that run
               the same type of business for the purpose of restructuring their
               business through such methods as investment in-kind contribution
               or merger or consolidation, etc.

          (b)  A company that runs the private investment business in a manner
               described in the provisions of subparagraph 1 or 2 of Article 4
               of the Act on Private Participation in Infrastructure from among
               corporations incorporated for the private investment business in
               accordance with the same Act.

According to Article 3-2, Item 3 of the Presidential Decree of the FTL, where a
company which is excluded from the scope of a Business Group does not satisfy
the requirements for exclusion, the Fair Trade Commission may cancel such
decisions excluding the company from such Business Group; provided, that a
company which is excluded from the scope of the Business Group under the control
of the Controlling Person in conformity with the provisions of subparagraph (1),
item 2, this shall only apply to the cases in which it does not satisfy the
requirements for exclusion not later than three years after the date of
exclusion.


           AMENDMENT NO. 1 TO THE FIRST AMENDED AND RESTATED PREFERRED
                   STOCK INVESTORS RIGHTS AGREEMENT AND WAIVER

This AMENDMENT NO. 1 TO THE FIRST AMENDED AND RESTATED PREFERRED STOCK INVESTORS
RIGHTS AGREEMENT AND WAIVER (this "Amendment and Waiver") is entered into as of
August [ ], 2005, by and among WiderThan.com Co,. Ltd., a Korean corporation
(the "Company"); the parties listed in Exhibit A hereto (the "Major
Shareholders"); the Assenting Series A Preferred Holders (as defined below); the
Assenting Series B Preferred Holders (as defined below); SAIF Capital Limited, a
Maltese corporation ("SAIF"); and WTC Investment LLC, a Delaware limited
liability company ("Apax") (the Company, the Major Shareholders, the Assenting
Series A Preferred Holders, the Assenting Series B Preferred Holders, SAIF and
Apax each, for convenience, hereinafter referred to as a "Party" and
collectively as the "Parties"). Capitalized terms not defined herein shall have
their respective meanings set forth in the Current IRA.


                                    RECITALS

WHEREAS, the Company, the Major Shareholders, the Series A Preferred Holders,
the Series B Preferred Holders, SAIF and Apax entered into that certain First
Amended and Restated Preferred Stock Investors Rights Agreement, dated as of
December 28, 2004 (the "Current IRA");

WHEREAS, the articles of incorporation of the Company (the "AOI") were amended
as of June 28, 2005;

WHEREAS, as a result of the June 28, 2005 amendment to the AOI, the Parties
agree that the Current IRA needs to be amended as set forth in this Amendment
and Waiver;

WHEREAS, as a result of certain pending transactions of the Company, the Parties
agree that certain of the rights of the Parties need to be waived as set forth
in this Amendment and Waiver;

WHEREAS, the Company, WiderThan Americas, i-Hatch Ventures, L.P., General
Atlantic Partners 64, L.P., SK Telecom Co., Ltd., Tae Won Chey and Nokia Venture
Partners II, L.P. entered into Second Amendment and Restatement, dated as of
August [ ], 2005, of the First Amendment of the Divestiture Agreement dated as
of December 22, 2004.

                                       1

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency
of which is hereby acknowledged, the Parties hereto agree as follows:


1.   DEFINITIONS.

     1.1  In this Amendment and Waiver, including in the Recitals hereof, the
following definitions shall apply:

          "AOI" means the Articles of Incorporation of the Company, as amended
from time to time.

          "Assenting Series A Preferred Holders" means the holders of a majority
of the outstanding Series A Preferred Shares, who are listed on Exhibit B
hereto.

          "Assenting Series B Preferred Holders" means the holders of a majority
of the outstanding Series B Preferred Shares (including i-Hatch Ventures, L.P.
and General Atlantic Partners 64, L.P.), who are listed on Exhibit C hereto.

          "Melody Series C Preferred Shares" means up to Eight Hundred
Seventy-six Thousand One Hundred Sixty-seven (876,167) newly issued convertible,
redeemable, Series C Preferred Shares of the Company with par value of 500
Korean Won, taking into account share splits, share dividends or other similar
event, to be issued to Melody Share Corporation, a Cayman Islands company,
pursuant to a Series C Preferred Share Subscription Agreement entered into
between the Company and Melody Share Corporation.

          "Investor Series C Preferred Shares" means up to Fifty Thousand
(50,000) newly issued convertible, redeemable, Series C Preferred Shares of the
Company with par value of 500 Korean Won, taking into account share splits,
share dividends or other similar event, to be issued to Nokia Venture Partners
II, LP, i-Hatch Ventures, L.P. or each of their respective affiliates
(collectively, the "Investors") pursuant to a Series C Preferred Share
Subscription Agreement entered into among the Company and the Investors.

          "Series C Preferred Shares" means Melody Series C Preferred Shares and
Investor Series C Preferred Shares.

     1.2  Unless otherwise specifically defined herein, each term used herein,
including in the Recitals hereof, which is defined in the Current IRA shall have
the meaning

                                       2

assigned to such term in the Current IRA.


2.   Participation Rights.

     The Parties hereby agree that the Series C Preferred Shares and Common
Shares issued upon conversion thereof shall not constitute "New Securities" for
purposes of the Current IRA and, those Parties who are Participation Rights
Holders, hereby waive their respective Right of Participation and any related
notice requirements under Section 3 of the Current IRA in connection with the
sale and issuance of (a) up to 2,120,000 shares of the Company's common stock
(inclusive of options or warrants therefore), taking into account share splits,
share dividends or other similar event, to be issued to (i) employees, officers,
directors, contractors, advisors or consultants of either (x) the Company or (y)
a legal entity of which the Company owns at least fifty percent (50%) of shares
or equity holdings, or (ii) a trust, corporation, limited liability company,
partnership or other legal entity established for the benefit of such employees,
officers, directors, contractors, advisors or consultants mentioned in (i) above
pursuant to incentive agreements or incentive plans approved by the Board or the
shareholders, as the case may be, (b) Melody Series C Preferred Shares and
common shares issued upon conversion thereof, and (c) Investor Series C
Preferred Shares and common shares issued upon conversion thereof


3.   Series C Preferred Shares.

     3.1 Notwithstanding any contrary provision of the Current IRA, including
but not limited to Sections 5 and 6.4 of the Current IRA, (a) the Parties hereby
ratify the Company's authorization and creation of Series C Preferred Shares
with the rights, preferences and privileges provided in Article 7-3 of the AOI
(the "Series C Rights"), (b) the Parties hereby approve the sale and issuance by
the Company of the Series C Preferred Shares, and (c) the Parties hereby agree
that the Series C Rights shall not implicate the provisions of Section 5.7 of
the Current IRA.

     3.2 Notwithstanding any contrary provision in Section 5 of the Current IRA,
the Parties hereby acknowledge and agree that the Series C Rights impact the
rights, preferences and privileges of the Series A Preferred Shares and Series B
Preferred Shares relating to voting, dividend preferences, liquidation
preferences, conversion and redemption as provided in Article 7-1, Article 7-2
and Article 7-3 of the AOI.


4.   Registration Rights.

                                       3

     4.1 Section 2.12 of the Current IRA is hereby deleted in its entirety and
replaced with the following: Sole Registration Rights. The Company represents,
warrants, and covenants that (a) except as contained in this Agreement and as
provided to holders of Series C Preferred Shares or Common Shares issued upon
conversion thereof, there are no registration rights with respect to any
securities of the Company outstanding for the benefit of any person or entity;
(b) except pursuant to the approval procedures set forth in Section 6.4(b), and
other than to the holders of Series C Preferred Shares or Common Shares issued
upon conversion thereof, the Company will not grant any registration rights with
respect to any issued and outstanding shares following the date of this
Agreement, and (c) to the extent that the Company grants registration rights to
any holders of securities of the Company issued after the date hereof, other
than to the holders of Series C Preferred Shares or Common Shares issued upon
conversion thereof, the registration rights of the Series A Preferred Holders
and Series B Preferred Holders granted herein shall be automatically amended to
have terms at least as favorable.

     4.2 The first paragraph of Section 2.4(a) of the Current IRA is hereby
deleted in its entirety and replaced with the following:

     (a) Underwriting. If a registration statement under which the Company gives
     notice under this Section 2.4 is for an underwritten offering, then the
     Company shall so advise the Holders of Registrable Securities. In such
     event, the right of any such Holder's Registrable Securities to be included
     in a registration pursuant to this Section 2.4 shall be conditioned upon
     such Holder's participation in such underwriting pursuant to the terms of
     the underwritten offering set forth therein and the inclusion of such
     Holder's Registrable Securities in the underwriting to the extent provided
     herein. All Holders proposing to distribute their Registrable Securities
     through such underwriting shall enter into an underwriting agreement in
     customary form with the managing underwriter or underwriters selected for
     such underwriting. Notwithstanding any other provision of this Agreement,
     if the managing underwriter(s) determine(s) in good faith that marketing
     factors require a limitation of the number of shares to be underwritten,
     then the managing underwriter(s) may exclude shares (including up to
     seventy percent (70%) of the Registrable Securities) from the registration
     and the underwriting, and the number of shares that may be included in the
     registration and the underwriting shall be allocated, first to holders of

                                       4

     the Series C Preferred Shares or Common Shares issued upon conversion
     thereof, second to the Company, and third, to each of the Holders
     requesting inclusion of their Registrable Securities in such registration
     statement on a pro rata basis based on the total number of Registrable
     Securities then held by each such Holder; provided, however, that the right
     of the underwriter(s) to exclude shares (including Registrable Securities)
     from the registration and underwriting as described above shall be
     restricted so that (i) all Common Shares issued or issuable upon conversion
     of Series C Preferred Shares shall be included in such registration; (ii)
     the number of Registrable Securities included in the remaining portion of
     any such registration is not reduced below thirty percent (30%) of the
     aggregate number of securities to be included in such registration; and
     (iii) all shares that are not Registrable Securities and are held by any
     other person, including, without limitation, any person who is an employee,
     officer or director of the Company (or any subsidiary of the Company, which
     shall be defined to mean those entities in which the Company directly or
     indirectly owns or controls in excess of 50% of the equity securities or
     voting power), except for holders of the Series C Preferred Shares or
     Common Shares issued upon conversion thereof, shall first be excluded from
     such registration and underwriting before any Registrable Securities are so
     excluded. If any Holder disapproves of the terms of any such underwriting,
     such Holder may elect to withdraw therefrom by written notice to the
     Company and the underwriter(s), delivered at least ten (10) business days
     prior to the effective date of the registration statement. Any Registrable
     Securities excluded or withdrawn from such underwriting shall be excluded
     and withdrawn from the registration.


5.   Right of First Offer and Co-Sale.

     5.1 The first sentence of Section 4.5(d) of the Current IRA is hereby
deleted in its entirety and replaced with the following:

     (d) Notwithstanding any provision of this Agreement, each of the Series A
     Preferred Holders, the Series B Preferred Holders, the Major Shareholders,
     SAIF, and Apax agree that, except as set forth in Sections 4.6(b), 4.6(c),
     4.6(d), 4.6(e) and 4.6(f) and so long as such shareholder holds in excess
     of one percent (1%) of the Company's issued and outstanding shares, as of
     the date hereof and continuing until the earlier of (i) the

                                       5

     later of (A) June 30, 2006, and (B) September 30, 2006, in the event that
     the Company reasonably expects to complete an initial public offering and
     listing on the Korean Stock Exchange by such date, and (ii) the earlier of
     (A) the initial public offering of the Company stock either in Korea or the
     United States and (B) a Sale of the Company (as such term is defined in
     Section 5.5 exclusive of any transfers contemplated by the Divestiture
     Agreement), such shareholder will not buy any shares of the Company and
     will not offer, sell, contract to sell, pledge, grant any option to
     purchase, make any short sale or otherwise dispose of any shares of stock
     of the Company, or any options or warrants to purchase any shares of stock
     of the Company, or any securities convertible into, exchangeable for or
     that represent the right to receive shares of stock of the Company, whether
     now owned or hereinafter acquired, owned directly by such shareholder
     (including holding as a custodian) or with respect to which such
     shareholder has beneficial ownership within the rules and regulations of
     the SEC.

     5.2 A new subsection (f) of Section 4.6, which reads as follows, of the
Current IRA is hereby added such that the restrictions set forth in this
Sections 4.1, 4.2, 4.5(a), 4.5(b), 4.5(c) and 4.7 of the Current IRA shall not
apply with respect to the following:

     (f) any transfer of Series C Preferred Shares in accordance with the terms
     of the Series C Preferred Share Subscription Agreement under which such
     shares were first issued or any Common Shares issued upon conversion
     thereof.


6.   Audit Committee.

     Notwithstanding the provisions of Section 6.3(b) of the Current IRA, the
Company shall have an audit committee in lieu of a statutory auditor pursuant to
Article 415-2 of the Commercial Code of Korea. The Parties hereby agree that the
provision of Section 6.3(b) of the Current IRA shall be deleted in its entirety.


7.   COVENANTS.

     A new Section 6.6, which reads as follows, is hereby added to the Current
IRA:

                                       6

     Set Aside of Distributable Profits for Redemption of Series C Preferred
     Stock. Each of the Series A Preferred Holders, the Series B Preferred
     Holders, SAIF, Apax, and the Major Shareholders agree that they shall, at
     any General Meeting of Shareholders or otherwise called by December 1,
     2006, exercise their respective voting rights to vote in favor of, or cause
     their respective directors to approve, and take such other commercially
     reasonable actions as may be required to cause the Company to set aside
     into an escrow account distributable profits in an amount sufficient to
     enable 100% of the Series C Preferred Stock to be redeemed in accordance
     with Article 7-3 (4) of the AOI and the Company hereby agrees to take all
     such approved actions. In addition, the Company shall not take, and each of
     the Series A Preferred Holders, the Series B Preferred Holders, SAIF, Apax,
     and the Major Shareholders agree that they will not exercise their
     respective voting rights to vote in favor of, or cause their respective
     directors to approve, any action, including the declaration of a dividend,
     which would reduce or in any way impair any such distributable profits that
     have been set aside.


8.   Termination.

     Section 8 in the Current IRA is hereby deleted in its entirety and replaced
with the following: This Agreement shall terminate automatically (i) upon a
Qualified IPO; provided, however, that the obligations of the parties under
Sections 2, 4.7, 6.5, 6.6 and 9 shall survive such termination; or (ii) upon a
Sale provided, however, that the obligations of the parties under Sections 6.6
and 9 shall survive such termination. Additionally, and for the avoidance of
doubt, the redemption rights described in Article 7-3 of the AOI shall survive a
Qualified IPO for any Series C Preferred Shares that are not converted into
Common Shares in connection with, and remain outstanding following, such
Qualified IPO.


9.   MISCELLANEOUS

     9.1 Except as expressly waived or agreed pursuant hereto, the Current IRA
shall remain unchanged and in full force and effect.

     9.2 This Amendment and Waiver shall be binding upon and inure to the
benefit of the Parties hereto and to the Current IRA and their respective
permitted successors and assigns.

                                       7

     9.3 This Amendment and Waiver shall be governed in all respects by the laws
of the Republic of Korea without regard to provisions regarding choice of laws.

     9.4 This Amendment and Waiver may be executed in any number of
counterparts, each of which shall be deemed an original, but all such
counterparts together shall constitute but one and the same instrument.

     9.5 This Amendment and Waiver contains the entire and exclusive agreement
of the Parties hereto with reference to the matters discussed herein. This
Amendment and Waiver supersedes all prior drafts and communications with respect
hereto.

     9.6 If any provision of this Amendment and Waiver shall be determined by a
court of competent jurisdiction to be invalid, illegal or unenforceable, that
portion shall be deemed severed from this Amendment and Waiver and the remaining
parts shall remain in full force as though the invalid, illegal or unenforceable
portion had never been part of this Amendment and Waiver.

     9.7 The Parties acknowledge and agree that this Amendment and Waiver is
executed in accordance with Section 9.8 of the Current IRA. This Amendment and
Waiver may not be amended except in accordance with Section 9.8 of the Current
IRA.


                           [Signature page to follow.]

                                       8

IN WITNESS WHEREOF, the Parties hereto have caused this Amendment and Waiver to
be duly executed and delivered by their proper and duly authorized officers as
of the day and year first above written.



COMPANY:
WIDERTHAN.COM CO., LTD


By: /seal/ Sangjun Park
    --------------------------
Name:  Sangjun Park
Title: Representative Director



MAJOR SHAREHOLDERS:
SK TELECOM CO., LTD.


By: /seal/ Shin Bae Kim
    --------------------------
Name:  Shin Bae Kim
Title: President & CEO



TAE WON CHEY


/s/ Tae Won Chey
- ------------------------------
Resident Registration No: 601203-1047228

                                       9

ASSENTING SERIES A PREFERRED HOLDERS:

NOKIA VENTURE PARTNERS II, LP



By: /s/ David Jaques
Name:  David Jaques
Title: CFO and Authorized Signatory



NVP AFFILIATES FUND II, LP



By: /s/ David Jaques
Name:  David Jaques
Title: CFO and Authorized Signatory

                                       10

ASSENTING SERIES B PREFERRED HOLDERS:



I-HATCH VENTURES, L.P.


   By: i-Hatch Ventures, LLC, its General Partner


     By /s/ Randolph Lee Austin, Jr.
     Name:  Randolph Lee Austin, Jr.
     Title: Managing Member



GENERAL ATLANTIC PARTNERS 64, L.P.


   By: General Atlantic Partners, LLC, its General Partner


     By:  /s/ Matthew Nimetz
     Name:  Matthew Nimetz
     Title: Managing Director

                                       11

SAIF CAPITAL LIMITED

          /s/ Carmel (Lino) Buttigieg
     By:  _________________________
     Name:  Carmel (Lino) Buttigieg
     Title: Director



WTC INVESTMENT LLC

          /s/ Paul Vais
     By:  _________________________
     Name:  Paul Vais
     Title: General Partner

                                       12

                                    EXHIBIT A
                               Major Shareholders


TAE WON CHEY
1301 Cheongamdae, 64-29 Cheongam-dong, Yongsan-gu, Seoul
Resident Registration No.: 601203-1047228
1,000,000 common stock



SK TELECOM CO., LTD.
SK Building, 99 Seorin-dong, Jongro-gu, Seoul
Business Registration No.: 104-81-37225
2,000,000 common stock

                                       13

                                    EXHIBIT B
                      Assenting Series A Preferred Holders


                          NOKIA VENTURE PARTNERS II, LP
                           NVP AFFILIATES FUND II, LP

                                       14

                                    EXHIBIT C
                      Assenting Series B Preferred Holders


                             I-HATCH VENTURES, L.P.
                       GENERAL ATLANTIC PARTNERS 64, L.P.

                                       15

EX-10.2

                                                                    Exhibit 10.2

     SECOND AMENDMENT AND RESTATEMENT DATED AS OF AUGUST 24, 2005 OF THE FIRST
AMENDMENT OF THE DIVESTITURE AGREEMENT DATED AS OF DECEMBER 24, 2004.

                                    RECITALS

     This SECOND AMENDMENT AND RESTATEMENT OF THE DIVESTITURE AGREEMENT (the
"Second Amendment") is entered into as of the 24th day of August 2005, by and
among WiderThan Co., Ltd., a Korean corporation ("WTC"), WiderThan Americas,
Inc., a Delaware corporation ("WTA"), i-Hatch Ventures, L.P., a Delaware limited
partnership ("i-Hatch"), General Atlantic Partners 64, L.P., a Delaware limited
partnership ("General Atlantic"), SK Telecom Co., Ltd., a Korean corporation
("SKT"), Tae Won Chey, a resident of Korea ("Mr. Chey"), and Nokia Venture
Partners II, L.P., a Delaware limited partnership ("Nokia").

     WHEREAS, in connection with the acquisition of WiderThan Americas, Inc.
(formerly known as Ztango) by WTC, the parties hereto previously entered into
that certain Agreement dated October 8, 2004, relating to the sale of shares of
common stock of WTC by Mr. Chey, which was subsequently amended on December 24,
2004 (the "First Amendment of the Divestiture Agreement"); and

     WHEREAS, the parties to the First Amendment of the Divestiture Agreement,
desire to amend and fully restate it as provided herein;

     NOW, THEREFORE, BE IT RESOLVED, that the First Amendment of the Divestiture
Agreement is amended and restated in its entirety as follows:

     SECTION 1. AGREEMENTS WITH RESPECT TO CHANGE OF CONTROL TRANSACTIONS.

     (a) WTC Agreements with respect to Change of Control Transactions.

     Except in the circumstances described in Section 2 below, WTC agrees that
it shall not take any action, waive any right or otherwise seek to complete or
directly facilitate a Change of Control Transaction (as defined below) without
providing SKT with the opportunity to exercise a right of first refusal with
respect to the proposed transaction in the manner set forth in Section 3 below.

     (b) Investor Agreements with respect to Change of Control Transactions.



     Except in the circumstances described in Section 2 below, each Investor (as
defined below) agrees that it will not take any action (including the exercise
of any shareholder vote), waive any right or otherwise seek to complete or
directly facilitate a transaction which, singly or together with other than
anticipated concurrent or substantially concurrent transactions of WTC or the
other Investors, results in the occurence, when viewed in the aggregate, of a
Change of Control Transaction without providing (or as the case may be, voting
with WTC and the other Investors to provide) SKT with the opportunity to
exercise a right of first refusal with respect to the proposed transaction or
transactions in the manner set forth in Section 3 below.

     SECTION 2. EXEMPTIONS.

     (a) The agreements set forth in Section 1 above shall not apply to (i) any
transaction completed after December 31, 2007, or (ii) any transaction or
proposed transaction which is not within the control of WTC or the Investors, as
the case may be, or (iii) any transaction occurring after a Change of Control
(as defined below).

     (b) For the avoidance of doubt, the provisions of this Agreement shall not
modify, waive or otherwise affect the rights of the parties hereto arising under
the Investor Rights Agreement dated as of December 28, 2004, as amended,
including with respect to restrictions on transfers of designated common shares
of WTC acquired by the Investors in October 2004.

     (c) For the avoidance of doubt, the provisions of this Agreement are not
intended to restrict (i) the offer, issuance, sale or transfer of securities of
WTC or other persons or (ii) voting rights in respect of equity securities of
WTC, unless any such transaction (or series of concurrent or substantially
concurrent transactions) or shareholder vote (to the extent determined in the
affirmative) will result in a Change of Control.

     Section 3. Right of First Refusal Procedures.

     (a) SKT's Right of First Refusal.

     Prior to entering into any Change of Control Transaction, WTC shall deliver
an Intent Notice (as defined below) to SKT, with a copy to the Investors (the
"Sellers"). SKT shall have the right to elect (such election to be communicated
to the WTC in writing), within 20 business days after its receipt of an Intent
Notice, to purchase, or designate an affiliate of SKT to purchase, all (but not
less than all) of the Change of Control Consideration, upon the terms and
provisions of sale contained in the Intent Notice, by written notice to the WTC
(the "Control Transaction ROFR"). The closing shall then be held no later than
the later of: (i) [45] business days following the receipt by SKT of the
original Intent Notice; or (ii) [30] business days after a cash valuation has
been made pursuant to paragraph (b) below (if any part of such consideration is
other than cash, evidence of indebtedness or Liquid Securities).



     (b) Valuation of Consideration.

     If the Change of Control Consideration as specified in the Intent Notice is
payable in property other than cash, cancellation of indebtedness or Liquid
Securities, SKT shall have the right to pay such purchase price in the form of
cash equal in amount to the present value of such property. If the Sellers and
SKT cannot agree on such cash value within 15 business days after the receipt of
the Intent Notice, the valuation shall be made by an appraiser of recognized
standing selected by the Sellers and SKT or, if they cannot agree on an
appraiser within 20 business days after the receipt of such Intent Notice, each
shall select an appraiser of recognized standing and the two appraisers shall
designate a third appraiser of recognized standing, whose appraisal shall be
determinative of such value. Upon the ultimate determination of the cash value
of such non-cash consideration, SKT shall have 5 business days to exercise its
right of first refusal pursuant to paragraph (a) above. Any costs incurred in
connection with the valuation of such non-cash consideration for the purposes of
this Section 3 shall be borne equally by WTC and SKT.

     For the avoidance of doubt, if the purchase price for the Change of Control
Consideration is payable in part or in whole in the form of Liquid Securities,
the number of business days specified in paragraph (a) above shall remain
unchanged notwithstanding any change in the value of the Liquid Securities after
the date of receipt of the Intent Notice and SKT shall only be required to pay
such purchase price in the form of cash equal in amount to the publicly quoted
value of such Liquid Securities on the date of receipt of the Intent Notice (or
if such date is not a business day, on the immediately preceding business day).

     (c) Effect of Failure to Exercise the Right of First Refusal.

     If SKT shall fail to exercise its right of first refusal as provided in
paragraph (a) above, then WTC or the Investors, as the case may be, may enter
into and complete the Change of Control Transaction at the price and on the
terms specified in the Intent Notice or at a higher price (and at an equivalent
or less favorable terms than were offered to SKT); provided, however, that (x)
issuances, sales or transfers pursuant to this paragraph (c) must be consummated
within [60] business days after the expiration of SKT's Control Transaction ROFR
and (y) any fluctuations in the value of the Liquid Securities from the date of
the Intent Notice (or if such date is not a business day, on the immediately
preceding business day) shall not be deemed to constitute changes to the terms
of the transaction.

     (d) Waiver.

     The Control Transaction ROFR may be waived in full or in part, in writing
at any time by SKT. WTC may provide notice to SKT of planned or present



discussions with specific counterparty(s) in connection with a Change of Control
Transaction. Upon receipt of such notice, SKT may elect to waive its Control
Transaction ROFR with respect to the specific counterparty(s) for a specified
period.

     Section 4. Definitions.

     The following capitalized terms used herein shall have the meanings set
forth below:

     (a) "Asset" means any tangible or intangible property owned or controlled
by WTC, including, but not limited to, cash, securities, inventory, equipment,
real estate, trademarks, trade secrets, inventions, business contract or
business relationship of WTC.

     (b) "business day" means any day other than a Saturday, Sunday or a banking
holiday in Seoul, Korea or in New York, New York.

     (c) "Change of Control" means after the date hereof (i) any time at which
any person or group of affiliated persons (other than SKT and its affiliates)
shall directly or indirectly acquire more than a majority of the voting power of
the outstanding voting common equity securities of WTC or any successor entity,
or (ii) a sale, transfer, lease, assignment, conveyance, exchange or other
disposition of all or substantial parts of the consolidated Assets of WTC.

     (d) "Change of Control Consideration" shall consist of any securities,
assets, any other tangible or intangible property, or any other right or option
that is proposed to be issued, sold, granted or otherwise transferred by WTC
and/or the Investors, as the case may be, in connection with a Change of Control
Transaction.

     (e) "Change of Control Transaction" means any single transaction or series
of concurrent or substantially concurrent transactions resulting in or causing a
Change of Control by means of any of (i) a merger, amalgamation, share exchange
or consolidation, or (ii) the issuance, sale or transfer of securities.

     (f) "Investor" means the signatories hereto (other than WTC, WTA and SKT)
and their successors from time to time.

     (g) "Liquid Securities" means securities listed and traded on the New York
Stock Exchange, London Stock Exchange, Korea Stock Exchange, or quoted on The
NASDAQ Stock Market's National Market System, or on other similar exchanges
where such securities are listed and traded in each case with an average daily
trading volume of not less than US$500,000 (or the equivalent thereof).

     (h) "Intent Notice" means a written notice that includes a detailed
description of the proposed Change of Control Transaction, including without
limitation, the Change of Control Consideration, the general terms upon which



WTC or the Investors propose to engage in a Change of Control Transaction and
name of each prospective transferee.

     Section 5. General.

     (a) Governing Law.

     This Agreement shall be governed by and construed in accordance with Korean
law.

     (b) Notices.

     Notices shall be delivered to the parties hereto by confirmed telefacsimile
or physical delivery, as the case may be, to the facsimile numbers and addresses
indicated on the signature pages hereto. Notices shall become effective upon
receipt.

     (c) Counterparts; Effectiveness.

     This Agreement may be signed in counterparts and shall take effect upon the
execution of all counterparts hereto.



     In Witness Whereof, the parties hereto have duly authorized, executed and
delivered this Agreement as of the date first above written.

     IN WITNESS WHEREOF, the parties have executed this Second Amendment as of
the date first above written.

WIDERTHAN CO., LTD.                     MR. TAE WON CHEY


By /seal/ Sang Jun Park                 /s/ Tae Won Chey
   ----------------------------------   ----------------------------------------
   Sang Jun Park
   Representative Director


SK TELECOM CO., LTD.                    I-HATCH VENTURES, L.P.
                                        By: i-Hatch Ventures, LLC,
                                        its General Partner


By /seal/ Shin Bae Kim                  By /s/ Andrew Sutton
   ----------------------------------      -------------------------------------
Name: Shin Bae Kim                      Name: Andrew Sutton
Title: President                        Title: CFO


GENERAL ATLANTIC PARTNERS 64, L.P.      WIDERTHAN AMERICAS, INC. (FORMERLY KNOWN
                                        AS ZTANGO)

By: General Atlantic LLC,
    its General Partner


By /s/ Matthew Nimetz                   By /s/ Vernon Poyner
   ----------------------------------      -------------------------------------
Name: Matthew Nimetz                       Vernon C. Poyner
Title: Managing Director                   Chief Executive Officer


NOKIA VENTURE PARTNERS II, L.P.


By: /s/ David Jaques
    ---------------------------------
    David Jaques,
    CFO

EX-10.3

                                                                    Exhibit 10.3

                          AGREEMENT ON COLORING ASP AND
                              BUSINESS COOPERATION

     SK Telecom Co., Ltd. ("SKT") and WiderThan.com Co., Ltd. ("WTC", and
together with "SKT", the "Parties") hereby enter into this agreement (this
"Agreement") whereby WTC shall provide SKT with the ASP service for the
provisioning of COLORing CP-interrelated function (the "ASP Service") utilizing
SKT's Wireless Network and WTC's CP-interrelated ASP service system (the "ASP
Service System") as follows:

                          CHAPTER 1. GENERAL PROVISIONS

ARTICLE 1. (PURPOSE)

     In connection with the provisioning by WTC to SKT of the ASP Service
utilizing SKT's Wireless Network and WTC's ASP Service System, this Agreement
aims to set forth the rights, obligations and division of labor and other
general provisions with respect to SKT and WTC, and the procedures and methods
for determining the fees payable for the ASP Service.

ARTICLE 2. (DEFINITIONS)

     1.   The terms used in this Agreement shall have the following meanings:

          (1)  "COLORing Service" means the service that enables SKT's mobile
               phone customer to search, download and transmit to another the
               calling tone data provided by a Content Provider for use as the
               calling tone of such customer's or another's mobile phone.

          (2)  "ASP service for the provisioning of COLORing CP-interrelated
               function", or "ASP Service", means the service whereby WTC
               operates a server that integrates the separate servers of the
               Content Providers for the COLORing Service and thereby stabilizes
               SKT's COLORing Service and enables SKT to receive real-time
               statistical data relating to the COLORing Service.

          (3)  "Wireless Network" means all the equipment operated by SKT in
               connection with wireless communication services.

          (4)  "Contents Provider", or "CP", means an individual or corporate
               person that provides various types of calling tone data necessary
               for the COLORing Service.

          (5)  "CP-interrelated ASP Service System", or "ASP Service System"
               means all the resources that are the subject of the operation of
               the ASP Service, including all hardware and software that are
               developed and installed by WTC.



          (6)  "ASP Service Improvement and Expansion Planning" means all plans
               for improving the existing functions or adding new functions so
               that SKT receive a better ASP Service, and all actions taken to
               actualize such plans.

          (7)  "COLORing Service Subscriber" means those mobile phone customers
               of SKT that use and subscribe to the COLORing Service.

          (8)  "Individual Folder" means the storage space allotted to each
               COLORing Service Subscriber to store content.

          (9)  "Message" means the unit of data created to enable a COLORing
               Service Subscriber to send to another person the calling tone
               data stored in the ASP Service System.

          (10) "Communication Expenses" means all expenses related to the
               installation of the lines used exclusively for the ASP Service,
               monthly use charges and all other expenses related to
               communication lines.

          (11) "ASP Service Fee" means the monthly fee that SKT pays to WTC as
               the fee for the ASP Service provided by WTC to SKT using the ASP
               Service System. Such fee includes all expenses incurred by WTC in
               order to continue to provide the ASP Service, including the
               expenses incurred in connection with the ASP Service Improvement
               and Expansion Planning and the Applied ASP Service Program
               Maintenance.

          (12) "Fixed Charge" means the amount payable by SKT's mobile phone
               customer for subscribing to the COLORing Service.

          (13) "Applied ASP Service Program Development" means all activities
               related to developing additional programs for the ASP Service
               based on the existing ASP Service.

          (14) "Applied ASP Service Program Maintenance" means all of the
               following activities related to improving, operating, maintaining
               and monitoring the existing ASP for the purpose of its continued
               use and all related program activities.

               A.   Stable operation of the existing ASP Service;

               B.   Performance improvement and modification of the existing
                    programs for the ASP service;



               C.   Improvement and additional expansion of the methods for
                    providing the ASP service;

               D.   Modification or addition of functionality as required by
                    applicable law or government order.

          (15) "ASP Service Standards" means the standards for judging the
               quality of the ASP Service in connection with its provision.

     2.   The definitions in clause 1 shall be applicable to this Agreement
          only, and any terms not defined herein shall be interpreted based on
          general customs.

ARTICLE 3. (CONTENT AND SCOPE OF THIS AGREEMENT)

     1.   SKT hereby commissions WTC to carry out all operations related to the
          ASP Service and the installation, improvement and operation of the ASP
          Service System and all operations related to the ASP Service
          Improvement and Expansion Planning as necessary to provide the ASP
          Service. In return therefor, SKT shall pay the amounts set forth in
          Article 12 ("Criteria for Determining the ASP Service Fee").

     2.   In order to satisfy SKT's requirements relating to the ASP Service,
          WTC shall develop, install and operate the ASP Service System and,
          upon SKT's request, improve, operate and provide technical support to
          the ASP Service System, in each case, at WTC's expense.

     3.   WTC shall, at its expense, provide information relating to the
          provisioning of the ASP as set forth in clause 9 of Article 7.

     4.   The content and scope of this Agreement may be amended or modified by
          a separate written agreement of the Parties.

                     CHAPTER 2. DEVELOPMENT AND OPERATION OF
             THE ASP SERVICE SYSTEM AND PROVISION OF THE ASP SERVICE

ARTICLE 4. (DEVELOPMENT AND OPERATION OF THE ASP SERVICE SYSTEM)

     1.   WTC shall be responsible for developing and installing the ASP Service
          System required for the ASP Service and the operation of the ASP
          Service System. WTC shall, at its expense, procure sufficient capacity
          and perform functional improvement for the ASP Service System required
          for the proper provisioning of the ASP Service.



     2.   SKT shall provide to WTC specifications for its proprietary technology
          and all other technical support for proper interconnection between
          SKT's Wireless Networks and WTC's ASP Service System.

     3.   In the case of any significant external factors that cause the
          increase or decrease in WTC's expenses in connection with the
          provisioning of the ASP Service, the ASP Service Charge set forth in
          Article 12 may be modified by mutual written agreement of the Parties.
          Any changes so made shall take effect as of the date of the written
          agreement unless otherwise agreed upon by the Parties.

     4.   In the course of providing the ASP Service and in consideration of the
          competitive market environment, WTC shall provide the latest
          technology that would meet or exceed the ASP Service Standards and
          assist SKT to maintain its competitiveness in the market.

ARTICLE 5. (INSTALLATION OF THE ASP SERVICE SYSTEM)

     1.   WTC shall be responsible for installing the ASP Service System. The
          location of such installation shall be determined by mutual agreement
          of the Parties.

     2.   In connection with the installation of the ASP Service System, SKT
          shall provide all technical specifications, requirements and technical
          support necessary for the security of and interconnection with SKT's
          Wireless Network.

ARTICLE 6. (RIGHTS AND OBLIGATIONS OF SKT)

     1.   SKT shall establish the technical specifications and all other
          requirements necessary for providing the ASP Service and provide WTC
          with such specifications and requirements.

     2.   SKT shall designate a person to be in charge of the ASP Service and
          all related communications with WTC. The designated person may
          represent SKT and its assistants and shall supervise such assistants.

     3.   The right to select the ASP Service System

          (1)  During the term of this Agreement, WTC shall have the right to
               select the ASP Service System required for the ASP Service
               provided to SKT, provided that, if SKT requests a change in the
               specifications of or replacement of the ASP Service System for a
               reasonable cause, WTC shall take all necessary measures to do so
               in mutual agreement with SKT, absent a special reason cause not
               to.



          (2)  If, for purposes of performing its obligations under this
               Agreement, WTC intends to use any facility and equipment owned by
               SKT or software to which WTC does not have a right to use, WTC
               shall obtain SKT's prior written consent.

     4.   SKT may independently advertise the COLORing Service to increase the
          use of the COLORing Service.

     5.   If a new agreement is made with a new Content Provider, SKT shall
          notify WTC to reflect any change in the ASP Service System.

     6.   SKT shall provide customer support required for the provision of
          COLORing Service through its or its agents' customer service centers.

     7.   SKT shall provide WTC with data transmission functionalities, such as
          connection to the Wireless Networks, as required for the ASP Service.
          SKT shall also make efforts to ensure normal and real-time
          transmission of the calling tone data to WTC's ASP Service System.

     8.   SKT shall be entitled to inspect or test, on its own or through a
          third-party inspector mutually agreed upon by the Parties, the
          following operational aspects of WTC. In such event, WTC shall provide
          the required support for the inspection or testing by SKT or the
          inspector, including allowing access to the ASP Service System or the
          facilities used for the ASP Service.

          (1)  Accuracy of billing data related to the ASP Service Charge as
               submitted by WTC;

          (2)  Accuracy of the ASP Service Standards as reported by WTC;

          (3)  Other matters that SKT determines are necessary in connection
               with the ASP Service provided to SKT.

     9.   If required for the stable provisioning of the COLORing Service, SKT
          shall have the right of first refusal with respect to the sale of all
          of the ASP Service System operated by WTC upon the termination or
          expiration of this Agreement. The purchase price in such event shall
          be the residual value of the ASP Service System after depreciation and
          amortization in accordance with SKT's accounting methods.

ARTICLE 7. (RIGHTS AND OBLIGATIONS OF WTC)



     1.   WTC shall, at its expense, develop and install the ASP Service System
          required for the ASP Service and operate such system so that the ASP
          Service can be provided without interruption. If the ASP Service
          System needs to be expanded due to an increase in the number of the
          COLORing Service Subscribers or in the use of the COLORing Service,
          WTC shall make such expansion at its expense and in mutual agreement
          with SKT.

     2.   WTC may install, relocate or transfer the ASP Service System as
          necessary to meet the ASP Service Standards, provided that WTC will
          minimize the impact of such activity on the COLORing Service
          Subscribers and provided further that WTC shall obtain SKT's prior
          consent as to schedule and similar matters.

     3.   WTC shall continuously perform the ASP Service Improvement and
          Expansion Planning and determine whether to apply such plans to the
          ASP Service System, subject to SKT's consent.

     4.   Upon SKT's request, WTC shall provide all technical support necessary
          for the Content Provider to provide the calling tone data. Such
          support shall be provided equitably to all Content Providers
          contracting with SKT.

     5.   Upon SKT's instruction, WTC shall install and operate a website. In
          such event, SKT shall not make a separate payment for the service or
          invest separate cost for WTC's service or investment in connection
          with such website.

     6.   WTC's responsibilities for the installation and operation of the
          website are as follows:

          (1)  In mutual agreement with SKT, WTC shall develop, operate and
               manage a website targeting the potential subscribers of the
               COLORing Service.

          (2)  The operation of the website herein shall mean the inspection and
               deletion of the calling tone data uploaded by the COLORing
               Service Subscriber onto the ASP Service System, management of the
               COLORing Service Subscriber's content and responding to user
               inquiries relating to the use of the COLORing Service.

          (3)  WTC shall abide by each of the following in its management of the
               website.

               A.   WTC shall change the website upon SKT's instruction.

               B.   WTC shall promptly upgrade the instructions relating to the
                    COLORing Service and respond to user inquiries relating to
                    the COLORing Service.



     7.   WTC shall provide on a real-time basis the calling tone data required
          for the COLORing Service.

     8.   WTC shall connect to SKT's Wireless Networks only for the purpose of
          providing the ASP Service. If SKT requests remedial measures in
          connection with the security of the Wireless Networks, WTC shall
          immediately take such measures.

     9.   WTC shall provide, on a monthly basis, the following information to
          SKT in connection with the ASP Service.

          (1)  WTC shall provide each of the following information to SKT in
               connection with planning for the improvement of the COLORing
               Service:

               A.   Statistical data relating to WAP/Web transactions (to be
                    prepared in a format requested by SKT);

               B.   System load (CPU, memory, disk IO, swap rate).

          (2)  WTC shall provide, on a quarterly basis, each of the following
               service or information to SKT:

               A.   Plans for improving the standards and quality of the
                    existing COLORing Service;

               B.   Proposal of new technology to be applied to SKT's business
                    activities related to the COLORing Service;

               C.   Proposal of new services related to the existing COLORing
                    Service;

               D.   Development of algorithms for improving the sound quality of
                    the calling tone under the EVRC environment; and

               E.   Various customer survey services related to the COLORing
                    Service.

     10.  If the ASP Service is not properly provided due to the failure of the
          ASP Service System, WTC shall notify SKT by facsimile as to the cause
          of such failure, expected time of restoration and the name of the
          person in charge of the restoration, and shall do its best to restore
          the system. If the system failure was caused by WTC's negligence or
          intentional act, the foregoing notice and other steps taken shall not
          serve to hold WTC harmless from its liability arising from the failure
          of the ASP Service System.



     11.  WTC shall not be entitled to assert any intellectual property rights
          concerning the COLORing Service or any similar service against SKT and
          its Content Providers. In addition, WTC shall be liable for any and
          all legal liability relating to the intellectual property rights that
          WTC currently owns or will own in the future and shall hold SKT and
          its Content Providers harmless against any such legal liability.

ARTICLE 8. (ASP SERVICE IMPROVEMENT AND EXPANSION PLANNING )

     1.   Either Party may independently perform the ASP Service Improvement and
          Expansion Planning.

     2.   As to any functionalities proposed through the Planning For the
          proposed functions regarding the "ASP service improvement/supplement
          planning" business, SKT and WTC can decide, by mutual agreement,
          whether to apply these functions and set the standards for additional
          service charges and their computational methods.

     3.   In the event of material changes, including the expansion of the ASP
          Service System, which causes an increase in WTC's costs, the ASP
          Service Fees set forth in Article 12 may be adjusted by mutual written
          agreement of the Parties.

ARTICLE 9. (PUBLICITY)

     Subject to SKT's prior written consent, WTC can publicize its own corporate
     name and logo by means of SKT's COLORing Service website and all other
     mediums used for providing the COLORing Service.

ARTICLE 10. (DIVISION OF LABOR BETWEEN THE PARTIES)

     1.   Unless otherwise specified in this Agreement, the scope of the
          respective obligations of the Parties under this Agreement shall be as
          follows:

          (1)  Financial obligations





                                  Item                                  Responsibilities
                                  ----                                  ----------------
                                                                            SKT   WTC
                                                                            ---   ---
                                                                            
EQUIPMENT
   Purchase of a new server                                                        O
   Operation of the server                                                         O
   Maintenance, repair, and inspection                                             O
   Expansion of equipment                                                          O
   Procurement of equipment for testing the ASP Service System                     O
   Provisioning of the location and environment for the
      installation of the equipment                                                O

ASP SERVICE SYSTEM SOFTWARE
   New provisioning                                                                O
   Maintenance and repair                                                          O
   Upgrade                                                                         O

OTHERS
   Installation and operation of SKT's servers and their exclusive lines           O
   Payment of the charges for the use of the exclusive lines
      between SKT's servers and the ASP Service System                             O
   Maintenance of sufficient capacity for meeting the ASP
      Service Standards                                                            O


          (2)  Operation of the ASP Service System

          (3)  System



                                  Item                                  Responsibilities
                                  ----                                  ----------------
                                                                            SKT   WTC
                                                                            ---   ---
                                                                            
Hardware upgrade at SKT's request                                            O
Hardware upgrade at WTC's request                                                  O




                                                                            
Software development and application at SKT's request                        O     O
Software development and application at WTC's request                        O     O



(4)  Content Providers and COLORing Service Subscribers



                                  Item                                  Responsibilities
                                  ----                                  ----------------
                                                                            SKT   WTC
                                                                            ---   ---
                                                                            
CONTENT PROVIDERS
   CP recruitment                                                            O
   CP management                                                             O
   CP agreement                                                              O
   CP monitoring                                                             O
   Sourcing new calling tone data                                            O
   CP technical support                                                      O

COLORING SERVICE SUBSCRIBERS                                                       O
   Service promotion                                                         O
   Subscriber recruitment                                                    O
   Service charge collection                                                 O
   Handling of subscriber demands                                                  O
   Handling of subscriber complaints (customer center)                       O
   Handling of subscriber complaints (Internet)                              O     O


     2.   Expenses for any and all items marked as the sole responsibility of
          SKT or WTC shall be borne by such party.

     3.   WTC shall pay the expenses for items marked as the joint
          responsibility of the Parties, provided that SKT shall cooperate with
          WTC at WTC's request with respect to matters falling under SKT's
          business.

ARTICLE 11. (ASP SERVICE STANDARDS)



     1.   In providing the ASP Service, WTC shall satisfy the ASP Service
          Standards requested by SKT with respect to the following items:

          (1)  Lag time in the searching or downloading of the calling tone data
               through mobile phones.

          (2)  Lag time in connecting to the website.

          (3)  Lag time in transmitting a Message.

          (4)  Downtime in the ASP Service due to the ASP Service System.

     2.   The specific numerical criteria relating to the items set forth in
          clause 1 shall be proposed by SKT and determined by the mutual
          agreement of the Parties.

     3.   If WTC fails to satisfy the ASP Service Standards set forth in clause
          1, SKT may request remedial measures. Within 15 days of receiving such
          request, WTC shall perform such measures absent a special reason and
          shall promptly give written notice to SKT as to the result of such
          measures. If the failure to satisfy the ASP Service Standards is due
          to WTC's negligence or intentional act, such notice by WTC shall not
          serve to hold WTC harmless from its liabilities.

      CHAPTER 3. FEES FOR COOPERATION IN THE COLORING BUSINESS AND THE USE
                               OF THE ASP SERVICE

ARTICLE 12. (Criteria for Determining the ASP Service Fee)

     1.   In consideration of WTC's providing the ASP Service to SKT by means of
          the ASP Service System, SKT shall pay the ASP Service Fee to WTC on a
          monthly basis, as set forth in clause 3.

     2.   The Parties shall not compute the ASP Service Fee until May 31, 2002.

     3.   Beginning in June 2002, the Parties shall compute and provide in
          writing the ASP Service Fee based on the criteria set forth in the
          following table.



 Classification   ~ May 31, 2002              June 1, 2002 ~
 --------------   --------------              --------------
                             
ASP Service Fee        Free        [__]% of the Fixed Charge collected


[__] = MATERIAL OMITTED: CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.



     4.   WTC hereby acknowledges that the Fixed Charge, which serves as the
          basis for computing the Application Service Fee, is not based upon the
          amount SKT charges the COLORing Service Subscriber, but upon the
          amount SKT collects from the COLORing Service Subscriber. WTC further
          acknowledges that SKT will not include those COLORing Service
          Subscribers that do not pay the Fixed Charge in the computation of the
          ASP Service Fee. In the case of any difference in the amount of the
          ASP Service Fee as computed by each Party, the amount of the ASP
          Service Fee computed by SKT shall be controlling if the difference is
          less than 10%. If the difference is more than 10%, the amount of the
          ASP Service Fee shall be determined by mutual agreement of the
          Parties.

ARTICLE 13. (PAYMENT METHODS FOR THE ASP SERVICE FEE AND DISPUTE RESOLUTION)

     1.   SKT shall provide to WTC in each month data collected from SKT's
          billing system relating to the ASP Service Fee. By the tenth day of
          the following month, WTC shall submit to SKT an invoice for the
          Application Service Fee, together with its official opinion as to
          SKT's billing data and computation. The invoice shall be in a format
          mutual agreed by the Parties.

     2.   If there is no dispute as to the billing data, SKT shall, within 14
          days following the receipt of the invoice described in clause 1, pay
          the Application Service Fee to WTC.

     3.   If there is a dispute as to the billing data described in clause 1,
          SKT may, within 14 days following the receipt of the invoice, demand
          that WTC provide an explanation or data comparison. WTC shall, within
          15 days following the receipt of such notice, provide a written
          explanation or data comparison.

     4.   In the case of the preceding clause, SKT shall not be responsible for
          any liability arising from the delay in performing its payment
          obligation with respect to the Application Service Fee.

ARTICLE 14. (TRIAL COLORING SERVICE)

     Following mutual agreement with WTC, SKT may provide a trial COLORing
     Service for a limited time. The ASP Service Fee shall not be computed
     during this time period.

                    CHAPTER 4. TERM OF AGREEMENT; TERMINATION

ARTICLE 15. (TERM OF AGREEMENT; RENEWAL)



     1.   This Agreement shall be effective for one (1) year from the date of
          its official signing by both parties.

     2.   Unless either Party gives notice of the termination or requests change
          in contractual conditions within thirty (30) days prior to the expiry
          of the Agreement, this Agreement shall be automatically renewed on the
          same conditions for one (1) year from the date following the expiry of
          the expiry of the Agreement.

ARTICLE 16. (TERMINATION)

     1.   If either Party breaches its obligations under this Agreement and does
          not remedy such breach without a special reason within fifteen (15)
          days of receiving demand for cure from the other Party, such other
          Party may terminate this Agreement.

     2.   Notwithstanding clause 1, a Party may terminate this Agreement
          effective immediately, in the case of any of the following:

          (1)  Either party becomes unable to properly perform its obligations
               hereunder due to a petition for such party's insolvency,
               liquidation, workout, composition, corporate restructuring or
               bankruptcy.

          (2)  Either party becomes unable to properly perform its obligations
               hereunder due to becoming subject to enforcement proceedings such
               as provisional seizure, seizure, provisional disposition or
               auction.

          (3)  Either party becomes unable to properly perform its obligations
               hereunder due to law, court order or governmental order.

     3.   Demand for cure or notice of termination to the other Party shall be
          made in writing.

ARTICLE 17. (POST-EFFECTIVE PERIOD)

               If this Agreement expires or terminates in accordance with
          Article 15 or clause 1 of Article 16, SKT is entitled to a
          post-effective period of six (6) months from the date of such expiry
          or termination and may renew the effective period for one time up to
          additional six (6) months. During the post-effective period, WTC must
          continue to provide the ASP Service, and computation of the ASP
          Service Fee as set forth in Article 12 shall continue to be effective.

                            CHAPTER 5. MISCELLANEOUS

ARTICLE 18. (INTELLECTUAL PROPERTY RIGHTS)



     1.   The ownership rights, copyrights and the right to use relating to the
          intellectual property rights arising from the ASP Service System and
          derivative works developed by WTC in connection with the ASP Service
          herein shall belong to WTC.

     2.   The ownership rights, copyrights and the right to use relating to the
          intellectual property rights arising from the ideas provided by SKT in
          connection with the ASP Service herein shall belong to SKT. WTC may
          use such ideas only for the purpose of providing the ASP Service.

ARTICLE 19. (EXCULPATION OF SKT)

               WTC shall exculpate SKT from any claims arising in connection
          with the ASP Service provided by WTC for reasons including the
          infringement of third party intellectual property rights. If
          exculpation fails, WTC shall indemnify and hold SKT harmless from any
          damages suffered by SKT.

ARTICLE 20. (CONFIDENTIALITY)

               Neither Party shall disclose to a third party or make an
          unauthorized use of any confidential information relating to the
          business of the other Party, whether during the term of this Agreement
          or after the termination of this Agreement. Each Party shall strictly
          abide by confidentiality guidelines requested by the other Party.

ARTICLE 21. (INDEMNIFICATION)

               Any Party that breaches its obligations under this Agreement or
          causes harm to the other Party or a third party shall indemnify such
          other party for any damages therefrom.

ARTICLE 22. (AGREED JURISDICTION)

               Any disputes related to this Agreement shall be adjudicated at
          the Seoul District Court as the competent court for the initial trial.

ARTICLE 23. (NO ASSIGNMENT OF RIGHTS AND OBLIGATIONS)

               Absent prior written consent of the other Party, neither Party
          may assign or delegate to a third party or hypothecate all or a part
          of its capacity, rights or obligations under this Agreement

ARTICLE 24. (INTERPRETATION OF THE AGREEMENT)



               Any matters not specified in this Agreement or any difference in
          opinion between the Parties as to the interpretation of this Agreement
          shall be decided in accordance with applicable laws or general
          business customs.

          Each Party hereby covenants that it will carry out the provisions of
     this Agreement in good faith. As evidence of the execution of this
     Agreement, each Party shall duly sign or seal two copies of this Agreement
     and shall keep one such executed copy of this Agreement.

                                                                    May __, 2002

SKT:                                     WTC:

SK Telecom Co., Ltd.                     WiderThan.com Co., Ltd.

99 Seonrin-dong                          Daebong B/D, 740-4 Yeoksam-dong,
Chongro-gu, Seoul                        Gangnam-gu, Seoul

Pyo, Moon Soo, Representative Director   So, Jin Woo, Representative Director
/seal/                                   /seal/

EX-10.4

                                                                    Exhibit 10.4

                                    AGREEMENT

                                  BY AND AMONG

                            WIDERTHAN.COM CO., LTD.,

                            WIDERTHAN.COM USA, INC.,

                                  ZTANGO, INC.,

                                SJ PARK, AS AGENT

                                       AND

                      THE PARTICIPATING ZTANGO STOCKHOLDERS

                            DATED AS OF JUNE 18, 2004



                                TABLE OF CONTENTS



                                                                            PAGE
                                                                            ----
                                                                      
ARTICLE 1  TRANSACTIONS AND TERMS OF MERGER AND STOCK PURCHASE...........     1
   1.1     Merger........................................................     1
   1.2     Purchase and Sale of WiderThan Stock..........................     1
   1.3     Appointment and Duties of Agent...............................     2
   1.4     Time and Place of Closing.....................................     2
   1.5     Effective Time of the Merger..................................     3
   1.6     Tax-Free Nature of Deal; Authority to Restructure
              Transaction................................................     3

ARTICLE 2  TERMS OF MERGER...............................................     3
   2.1     Charter.......................................................     3
   2.2     Bylaws........................................................     3
   2.3     Directors and Officers........................................     4

ARTICLE 3  MANNER OF CONVERTING SHARES...................................     4
   3.1     Conversion of Shares..........................................     4
   3.2     Shares Held by Ztango or WiderThan............................     5
   3.3     Dissenting Stockholders.......................................     5
   3.4     Ztango Stock Options..........................................     6

ARTICLE 4  EXCHANGE PROCEDURES AND PURCHASE OF SHARES....................     7
   4.1     Exchange Procedures for Non-Participating Ztango
              Stockholders...............................................     7
   4.2     Exchange Procedures for Participating Ztango
              Stockholders...............................................     8
   4.3     Rights of Former Ztango Stockholders..........................     9
   4.4     Escrow Agreement..............................................     9

ARTICLE 5  REPRESENTATIONS AND WARRANTIES OF ZTANGO......................    10
   5.1     Organization, Standing, and Power.............................    10
   5.2     Authority of Ztango; No Breach By Agreement...................    11
   5.3     Capital Stock.................................................    12
   5.4     Ztango Subsidiaries and Equity Rights.........................    12
   5.5     Financial Statements..........................................    12
   5.6     Absence of Undisclosed Liabilities............................    13
   5.7     Absence of Certain Changes or Events..........................    13
   5.8     Tax Matters...................................................    13
   5.9     Assets........................................................    15
   5.10    Intellectual Property.........................................    16
   5.11    Environmental Matters.........................................    16
   5.12    Compliance with Laws..........................................    16
   5.13    Labor Relations...............................................    17
   5.14    Employee Benefit Plans........................................    18
   5.15    Material Contracts............................................    20
   5.16    Privacy of Customer Information...............................    21
   5.17    Legal Proceedings.............................................    21




                                                                      
   5.18    Reports.......................................................    21
   5.19    Books and Records.............................................    22
   5.20    Statements True and Correct; Full Disclosure..................    22
   5.21    Tax and Regulatory Matters....................................    23
   5.22    State Takeover Laws...........................................    23
   5.23    Charter Provisions............................................    23
   5.24    Board Recommendation..........................................    23
   5.25    Broker's, Finder's or Similar Fees............................    23
   5.26    Ztango Transaction Expenses...................................    23

ARTICLE 6  REPRESENTATIONS AND WARRANTIES OF THE PARTICIPATING ZTANGO
STOCKHOLDERS.............................................................    24
   6.1     Due Authorization.............................................    24
   6.2     Investment Intent.............................................    24
   6.3     Ownership of Shares...........................................    24

ARTICLE 7  REPRESENTATIONS AND WARRANTIES OF WIDERTHAN...................    24
   7.1     Organization, Standing, and Power.............................    24
   7.2     Authority; No Breach By Agreement.............................    25
   7.3     Capital Stock.................................................    26
   7.4     Ownership of Shares...........................................    26
   7.5     The Offering of the WiderThan Stock...........................    27
   7.6     WiderThan Subsidiaries........................................    27
   7.7     Financial Statements..........................................    27
   7.8     Absence of Undisclosed Liabilities............................    27
   7.9     Absence of Certain Changes or Events..........................    28
   7.10    Tax Matters...................................................    28
   7.11    Assets........................................................    29
   7.12    Intellectual Property.........................................    30
   7.13    Environmental Matters.........................................    30
   7.14    Compliance with Laws..........................................    31
   7.15    Labor and Employee Relations..................................    31
   7.16    Material Contracts............................................    31
   7.17    Legal Proceedings.............................................    32
   7.18    Reports; Books and Records....................................    32
   7.19    Statements True and Correct...................................    33
   7.20    Tax and Regulatory Matters....................................    33
   7.21    Board Recommendation..........................................    34
   7.22    Investment Intent.............................................    34
   7.23    Broker's, Finder's or Similar Fees............................    34

ARTICLE 8  CONDUCT OF BUSINESS PENDING CONSUMMATION......................    34
   8.1     Affirmative Covenants of Ztango...............................    34
   8.2     Negative Covenants of Ztango..................................    34
   8.3     Covenants of WiderThan........................................    36
   8.4     Adverse Changes in Condition..................................    37
   8.5     Reports.......................................................    37




                                      -ii-



                                                                      
   8.6     Investigations; Pre-Closing Access............................    38
   8.7     Further Assurances............................................    38
   8.8     Delivery of Working Capital, Transaction Expenses, Objections
              to Capital Structure.......................................    38
   8.9     Termination of Certain Ztango Agreements......................    39
   8.10    Ztango Stock Options..........................................    39
   8.11    Indemnification of Directors and Officers.....................    39
   8.12    Covenants of Participating Ztango Stockholders................    40

ARTICLE 9  ADDITIONAL AGREEMENTS.........................................    40
   9.1     Stockholder Approval; Proxy Statement.........................    40
   9.2     Accredited Investor Questionnaires............................    41
   9.3     Other Offers, Etc.............................................    41
   9.4     Consents of Regulatory Authorities............................    43
   9.5     Agreement as to Efforts to Consummate.........................    43
   9.6     Investigation and Confidentiality.............................    44
   9.7     Press Releases................................................    44
   9.8     Tax Treatment.................................................    45
   9.9     State Takeover Laws...........................................    45
   9.10    Charter Provisions............................................    45
   9.11    Tax Matters...................................................    45
   9.12    Filings with State Offices....................................    46

ARTICLE 10 INDEMNIFICATION...............................................    46
   10.1    Survival......................................................    46
   10.2    Obligation of Ztango Stockholders to Indemnify................    46
   10.3    Obligation of WiderThan to Indemnify..........................    47
   10.4    Notice of Loss, Asserted Liability............................    48
   10.5    Opportunity to Contest........................................    48
   10.6    Payments from Escrow Amount...................................    49
   10.7    Limitations on Indemnification................................    49
   10.8    Sole Remedy...................................................    50
   10.9    Certain Reductions; Subrogation Rights........................    50
   10.10   Cooperation and Minimization of Damages.......................    50

ARTICLE 11 CONDITIONS PRECEDENT TO OBLIGATIONS TO CONSUMMATE.............    51
   11.1    Conditions to Obligations of Each Party.......................    51
   11.2    Conditions to Obligations of WiderThan........................    52
   11.3    Conditions to Obligations of Ztango...........................    54

ARTICLE 12 TERMINATION...................................................    56
   12.1    Termination...................................................    56
   12.2    Effect of Termination.........................................    57

ARTICLE 13 MISCELLANEOUS.................................................    58
   13.1    Definitions...................................................    58
   13.2    Expenses......................................................    69
   13.3    Brokers and Finders...........................................    69




                                      -iii-



                                                                      
   13.4    Entire Agreement..............................................    70
   13.5    Amendments....................................................    70
   13.6    Waivers.......................................................    70
   13.7    Assignment....................................................    71
   13.8    Notices.......................................................    71
   13.9    Governing Law.................................................    72
   13.10   Counterparts..................................................    72
   13.11   Captions; Articles and Sections...............................    73
   13.12   Interpretations...............................................    73
   13.13   Severability..................................................    73
   13.14   Representation by Counsel.....................................    73
   13.15   Reliance......................................................    73




                                      -iv-



                                  EXHIBIT INDEX



Exhibit      Description                                                    Page
- -------      -----------                                                    ----
                                                                      
Exhibit 1    Participating Ztango Stockholders...........................     1
Exhibit 2    Amended and Restated Charter of Surviving Corporation.......     3
Exhibit 3    Amended and Restated Bylaws of Surviving Corporation........     3
Exhibit 4    Virtual Stock Option Plan...................................     6
Exhibit 5    Escrow Agreement............................................     9
Exhibit 6    Stockholder Accredited Investor Certificate.................    41
Exhibit 7    Preferred Stock Investor Rights Agreement...................    51
Exhibit 8    Opinion of Ztango Counsel...................................    52
Exhibit 9    Opinions of WiderThan Counsel...............................    55
Exhibit 10   Amended and Restated Charter of WiderThan...................    55



                                      -v-



                                    AGREEMENT

     THIS AGREEMENT (the "Agreement") is made and entered into as of June 18,
2004, by and among WIDERTHAN.COM CO., LTD., a Korean corporation ("WiderThan");
WIDERTHAN.COM USA, INC., a Delaware corporation and wholly owned subsidiary of
WiderThan ("Newco"); ZTANGO, INC., a Delaware corporation ("Ztango"), SJ PARK,
(the "Agent"), and the stockholders of Ztango that are signatories hereto, as
listed on Exhibit 1, together with those additional stockholders of Ztango who
join this Agreement subsequent to the date hereof pursuant to Section 9.1(b)
hereof (together, the "Participating Ztango Stockholders").

                                    PREAMBLE

     WHEREAS, the respective Boards of Directors of Ztango, Newco and WiderThan
are of the opinion that the transactions described herein are advisable and fair
to, and in the best interests of, the Parties to this Agreement and their
respective stockholders.

     WHEREAS, certain capitalized terms used in this Agreement are defined in
Section 13.1 of this Agreement;

     NOW, THEREFORE, in consideration of the above and the mutual warranties,
representations, covenants, and agreements set forth herein, the Parties agree
as follows:

                 ARTICLE 1 TRANSACTIONS AND TERMS OF MERGER AND
                                 STOCK PURCHASE

1.1 MERGER.

     Subject to the terms and conditions of this Agreement, at the Effective
Time, Newco shall be merged (the "Merger") with and into Ztango in accordance
with the provisions of Section 251 of the Delaware General Corporation Law
("DGCL") and with the effect provided in Section 259 of the DGCL. Ztango shall
be the Surviving Corporation resulting from the Merger and shall become a wholly
owned Subsidiary of WiderThan and shall continue to be governed by the DGCL. The
Merger shall be consummated pursuant to the terms of this Agreement.

1.2 PURCHASE AND SALE OF WIDERTHAN STOCK.

     (a) As soon as practicable following the Effective Time of the Merger and
upon the terms and subject to the conditions of this Agreement, WiderThan shall
sell to the Participating Ztango Stockholders, and the Participating Ztango
Stockholders shall purchase from WiderThan (the "Stock Purchase," and together
with the Merger and the other transactions contemplated by this Agreement, the
"Acquisition Transactions") an aggregate number of shares of WiderThan Preferred
Stock equal to the Net Transaction Shares, the aggregate purchase price for
which shall be the aggregate amount of cash consideration received by the
Participating Ztango Stockholders in connection with the Merger through the
procedures described in Section 1.3.

     (b) The estimated purchase price allocable to each Participating Ztango
Stockholder and the estimated number of shares of WiderThan Preferred Stock to
be purchased by each



Participating Ztango Stockholder pursuant to Section 1.2(a), each of which shall
be allocated among them in accordance with the relative amounts of cash received
by them pursuant to Section 3.1 and tendered back to WiderThan, are set forth on
Schedule 1.2(b) hereto, as may be amended from time to time prior to Closing
with the consent of WiderThan and Ztango as additional Stockholders of Ztango
join this Agreement pursuant to Section 9.1(b).

1.3 APPOINTMENT AND DUTIES OF AGENT

     (a) Each of the Participating Ztango Stockholders hereby irrevocably
(subject to termination of this Agreement in accordance with its terms) appoints
the Agent as his, her, or its attorney-in-fact and authorizes and directs the
Agent to take all necessary actions on his, her, or its behalf to consummate the
Acquisition Transactions in accordance with this Agreement and without further
action by such Participating Ztango Stockholders. In connection with this
appointment, and without limitation, each of the Participating Ztango
Stockholders, in order to facilitate the Acquisition Transactions, to acquire
the WiderThan Stock, and to minimize unnecessary administrative burden and delay
(which could potentially arise in connection with a large stockholder group),
hereby authorizes and directs the Agent (i) to hold and tender, or cause to be
tendered, to WiderThan such Participating Ztango Stockholder's certificate or
certificates representing shares of Ztango Stock in connection with the Merger,
(ii) to receive all cash consideration due and payable to the Participating
Ztango Stockholder in connection with the Merger, and (iii) to immediately upon
receipt of the cash consideration from WiderThan, tender back to WiderThan all
such cash consideration to purchase the WiderThan Preferred Stock, all without
any further action required of the Participating Ztango Stockholder. Each
Participating Ztango Stockholder acknowledges and agrees that this appointment
of the Agent is made in part to induce WiderThan to enter into this Agreement,
and agrees not to revoke such grant of authority until and unless this Agreement
is terminated in accordance with Section 11.1.

     (b) Each Participating Ztango Stockholder agrees to indemnify and hold
harmless the Agent for any losses of the Agent resulting directly from actions
of the Agent taken on behalf of such Participating Ztango Stockholder in
connection with the consummation of the Acquisition Transactions as contemplated
by this Agreement, except to the extent any such losses arise out of the Agent's
gross negligence, willful misconduct, or claims by WiderThan with respect to the
Agent's failure to perform its obligations. WiderThan shall indemnify and hold
harmless the Participating Ztango Stockholders for any losses resulting from the
Agent's willful failure to deliver the cash consideration as contemplated
hereby.

1.4 TIME AND PLACE OF CLOSING.

     The closing of the Acquisition Transactions (the "Closing") will take place
not later than ten (10) days after satisfaction of the conditions set forth in
Article 10 of this Agreement, at 9:00 A.M. Eastern Daylight Time, or at such
other time as the Parties, acting through their authorized officers, may
mutually agree. In all cases, the closing of the Stock Purchase shall be
completed on the same day, as close as possible in time to the Effective Time of
the Merger; provided, however, that the "non-issuance certificates" evidencing
ownership of the WiderThan Stock to be issued in connection with the Stock
Purchase shall be delivered promptly following Closing, but not necessarily on
the same day. The Closing shall be held at the offices of Alston & Bird


                                      -2-



LLP, 90 Park Avenue, New York, New York 10016, or at such other location as may
be mutually agreed upon by the Parties.

1.5 EFFECTIVE TIME OF THE MERGER.

     The Merger shall become effective on the date and at the time the
Certificate of Merger ("Certificate of Merger") reflecting the Merger shall
become effective with the Secretary of State of the State of Delaware (the
"Effective Time"), which shall occur on the Closing Date and as close as
possible in time to the closing of the Stock Purchase. Subject to the terms and
conditions hereof, unless otherwise mutually agreed upon in writing by the
authorized officers of each Party, the Parties shall use their reasonable
efforts to cause the Effective Time to occur on or before July 31, 2004.

1.6 TAX-FREE NATURE OF DEAL; AUTHORITY TO RESTRUCTURE TRANSACTION

     It is the intention of the Parties to this Agreement that the Acquisition
Transactions qualify as a reorganization within the meaning of Section 368(a) of
the Code. The transaction has been structured in the manner described in this
Agreement to comply with Korean legal requirements, and the Parties intend that:
(i) the Acquisition Transactions, including the Merger and the purchase of
WiderThan Stock immediately following the Merger will all be part of the "plan
of reorganization" within the meaning of Treas. Reg. Sec. 1.368-2(g) and for
purposes of Section 354 of the Code, (ii) WiderThan, Newco, and Ztango will each
be a "party to the reorganization" within the meaning of Section 368(b) of the
Code, and (iii) the Acquisition Transactions will not be completed unless at
least 80% of the cash paid pursuant to Section 3.1(a) is used by the Agent to
immediately purchase WiderThan Stock (it being understood that more rigorous
requirements are, in any event, imposed by this Agreement as a condition to
WiderThan's obligation to close).

                            ARTICLE 2 TERMS OF MERGER

2.1 CHARTER.

     The certificate of incorporation of Ztango in effect immediately prior to
the Effective Time shall be the certificate of incorporation of the Surviving
Corporation until duly amended or repealed in accordance with the DGCL; provided
that, in connection with the Merger, such certificate of incorporation shall be
amended and restated as attached hereto as Exhibit 2.

2.2 BYLAWS.

     The bylaws of Ztango in effect immediately prior to the Effective Time
shall be amended and restated in connection with the Merger as attached hereto
as Exhibit 3, and shall be the bylaws of the Surviving Corporation until duly
amended or repealed in accordance with the terms therein.


                                      -3-



2.3 DIRECTORS AND OFFICERS.

     The directors of Newco in office immediately prior to the Effective Time,
together with such additional persons as may thereafter be elected, shall serve
as the directors of the Surviving Corporation from and after the Effective Time
in accordance with the bylaws of the Surviving Corporation. The officers of
Ztango in office immediately prior to the Effective Time, together with such
additional persons as may thereafter be elected, shall serve as the officers of
the Surviving Corporation from and after the Effective Time in accordance with
the bylaws of the Surviving Corporation. Notwithstanding the foregoing, such
directors and officers shall not have any right to continue in office except,
and unless, any appointment as a director or officer is contractually mandated
pursuant to the terms of an agreement between such person and the Surviving
Corporation.

                      ARTICLE 3 MANNER OF CONVERTING SHARES

3.1 CONVERSION OF SHARES.

     Subject to the provisions of this Article 3, at the Effective Time, by
virtue of the Merger and without any action on the part of WiderThan, Ztango,
Newco or the stockholders of any of the foregoing, the shares of the constituent
corporations shall be converted as follows:

     (a) Each share of Newco Common Stock issued and outstanding immediately
prior to the Effective Time shall, by virtue of the Merger and without any
action on the part of the holder thereof, cease to be outstanding and shall be
converted into one share of Ztango Common Stock.

     (b) Prior to but in contemplation of the transactions set forth in Section
4.2, by virtue of the Merger and without any action on the part of the holder
thereof, each share of

          (i) Ztango Common Stock (excluding shares held by any Ztango Entity or
     any WiderThan Entity, and excluding shares held by stockholders who perfect
     their statutory dissenters' rights as provided in Section 3.3) issued and
     outstanding immediately prior to the Effective Time shall cease to be
     outstanding and shall be converted into and exchanged for the right to
     receive from WiderThan or the Surviving Corporation a cash payment equal to
     the Ztango Common Share Merger Consideration (less any required withholding
     of Taxes);

          (ii) Ztango Series A1 Preferred Stock (excluding any shares held by
     any Ztango Entity or any WiderThan Entity, and excluding shares held by
     stockholders who perfect their statutory dissenters' rights as provided in
     Section 3.3) issued and outstanding immediately prior to the Effective Time
     shall cease to be outstanding and shall be converted into and exchanged for
     the right to receive from WiderThan or the Surviving Corporation a cash
     payment equal to the sum of the Series A1 Liquidation Preference and the
     Ztango Common Share Merger Consideration (less any required withholding of
     Taxes);


                                      -4-



          (iii) Ztango Series A2 Preferred Stock (excluding any shares held by
     any Ztango Entity or any WiderThan Entity, and excluding shares held by
     stockholders who perfect their statutory dissenters' rights as provided in
     Section 3.3) issued and outstanding immediately prior to the Effective Time
     shall cease to be outstanding and shall be converted into and exchanged for
     the right to receive from WiderThan or the Surviving Corporation a cash
     payment equal to the sum of the Series A2 Liquidation Preference and the
     Ztango Common Share Merger Consideration (less any required withholding of
     Taxes); and

          (iv) Ztango Series A3 Preferred Stock (excluding any shares held by
     any Ztango Entity or any WiderThan Entity, and excluding shares held by
     stockholders who perfect their statutory dissenters' rights as provided in
     Section 3.3) issued and outstanding immediately prior to the Effective Time
     shall cease to be outstanding and shall be converted into and exchanged for
     the right to receive from WiderThan or the Surviving Corporation a cash
     payment equal to the sum of the Series A3 Liquidation Preference and the
     Ztango Common Share Merger Consideration (less any required withholding of
     Taxes).

     (c) In each case described in Sections 3.1(b)(i)-(iv), twenty-five percent
(25%) of the cash payments (the "Escrow Cash Payment") owed to former holders of
Ztango Stock other than the Participating Ztango Stockholders shall be tendered
to the Escrow Agent to be held and administered in accordance with the terms of
the Escrow Agreement.

3.2 SHARES HELD BY ZTANGO OR WIDERTHAN.

     Except as set forth in Section 3.1(a), each of the shares of Ztango Stock
held by any Ztango Entity or by any WiderThan Entity shall be canceled and
retired at the Effective Time and no consideration shall be issued in exchange
therefor.

3.3 DISSENTING STOCKHOLDERS.

     Any holder of shares of Ztango Stock who perfects such holder's dissenters'
rights in accordance with and as contemplated by Section 262 of the DGCL shall
be entitled to receive from the Surviving Corporation the value of such shares
in cash as determined pursuant to Section 262 of the DGCL; provided, that no
such payment shall be made to any dissenting stockholder unless and until such
dissenting stockholder has complied with the applicable provisions of the DGCL
and surrendered to Ztango the certificate or certificates representing the
shares for which payment may be made. In the event that after the Effective Time
a dissenting stockholder of Ztango fails to perfect, or effectively withdraws or
loses, such holder's right to appraisal of and payment for such holder's shares,
the Surviving Corporation shall issue and deliver the consideration to which
such holder of shares of Ztango Stock is entitled under Section 3.1 (without
interest) upon surrender by such holder of the certificate or certificates
representing the shares of Ztango Stock held by such holder. If and to the
extent required by applicable Law, the Surviving Corporation will establish (or
cause to be established) an escrow account with an amount sufficient to satisfy
the maximum aggregate payment that may be required to be paid to dissenting
stockholders. Upon satisfaction of all claims of dissenting stockholders, the


                                      -5-



remaining escrowed amount, reduced by payment of reasonable fees and expenses of
the escrow agent (with respect to services under this Section 3.3 only), will be
returned to the Surviving Corporation.

3.4 ZTANGO STOCK OPTIONS.

     (a) Promptly after execution of this Agreement, WiderThan shall offer to
the holders of options to purchase shares of Ztango Common Stock pursuant to the
Ztango Stock Plan ("Ztango Options") outstanding on the Effective Date of this
Agreement, contingent on the Closing of the Acquisition Transactions, the number
of "virtual stock options" relating to WiderThan Common Stock as set forth next
to each such holder's name on Schedule 3.4(a), with such virtual stock options
to have terms substantially similar to those set forth in Virtual Stock Option
Plan attached hereto as Exhibit 4, assuming that such holders do not elect the
Cash-Out Option provided for in Section 3.4(b) hereof.

     (b) In lieu of receiving the number of "virtual stock options" relating to
WiderThan Common Stock set forth next to each such holder's name in Schedule
3.4(a), each holder of Ztango Options shall have the right to elect to receive
from the Surviving Corporation a cash payment per share of Ztango Common Stock
into which the Ztango Option is exercisable equal to the Ztango Common Share
Merger Consideration, less the exercise price of such Ztango Option and
applicable withholding Taxes (the "Cash-Out Option"). Promptly after the
execution of this Agreement, Ztango shall notify each holder of a Ztango Option,
in writing, of his or her right to make such an election. Such notice shall
require that each holder of a Ztango Option wishing to elect the Cash-Out Option
notify Ztango in writing of such election within 15 business days of the date of
such notice. By electing the Cash-Out Option, the holder of the Ztango Option
will forfeit any right to that amount of virtual stock options otherwise
allocable to that holder pursuant to Section 3.4(a). A holder who does not
timely elect the Cash-Out Option will be deemed to have rejected the Cash-Out
Option.

     (c) Within thirty (30) days following the Closing Date, WiderThan shall
issue to each employee of Ztango listed on Schedule 3.4(c) the number of
"virtual stock options" relating to WiderThan Common Stock set forth next to
each such holder's name on Schedule 3.4(c), with such virtual stock options to
have terms substantially similar to those set forth in the Virtual Stock Option
Plan attached hereto as Exhibit 4, provided that such person is employed by
Ztango on the Closing Date. If such person shall have elected the Cash-Out
Option pursuant to Section 3.4(b) hereof, then the number of virtual stock
options to be issued to such person shall be that number listed next to such
person's name in column A of Schedule 3.4(c). If such person shall have not
elected the Cash-Out Option pursuant to Section 3.4(b) hereof, then the number
of virtual stock options to be issued to such person shall be that number listed
next to such person's name in column B of Schedule 3.4(c).

     (d) On the Closing Date, pursuant to a valid and binding resolution of the
Board of Directors of Ztango or any appropriate subcommittee thereof, any
outstanding Ztango Options not already forfeited, exchanged, or cashed-out by
the holder of such Ztango Options pursuant to Sections 3.4(a) and (b) shall be
cancelled without additional consideration.


                                      -6-



              ARTICLE 4 EXCHANGE PROCEDURES AND PURCHASE OF SHARES

4.1 EXCHANGE PROCEDURES FOR NON-PARTICIPATING ZTANGO STOCKHOLDERS.

     (a) No later than promptly after the Effective Time, WiderThan or the
Surviving Corporation shall mail to each holder of record (other than the
Participating Ztango Stockholders) of a certificate or certificates which
represented shares of Ztango Stock issued and outstanding immediately prior to
the Effective Time (the "Certificates") appropriate transmittal materials and
customary instructions for use in effecting the surrender of the Certificates
and the receipt of payment therefor (which shall specify that delivery shall be
effected, and risk of loss and title to such Certificates shall pass, only upon
proper delivery of such Certificates to WiderThan or the Surviving Corporation).
The Certificate or Certificates of Ztango Stock so delivered shall be duly
endorsed as WiderThan or the Surviving Corporation may require. In the event of
a transfer of ownership of shares of Ztango Stock represented by Certificates
that is not registered in the transfer records of Ztango, the consideration
provided in Section 3.1 may be issued to a transferee if the Certificates
representing such shares are delivered to WiderThan or the Surviving
Corporation, accompanied by all documents required to evidence such transfer and
by evidence satisfactory to WiderThan and the Surviving Corporation that any
applicable stock transfer taxes have been paid. If any Certificate shall have
been lost, stolen, mislaid or destroyed, upon receipt of (i) an affidavit of
that fact from the holder claiming such Certificate to be lost, mislaid, stolen
or destroyed, (ii) such bond, security or indemnity as WiderThan and the
Surviving Corporation may reasonably require as indemnity against any claim that
may be made against WiderThan or the Surviving Corporation with respect to such
Certificate and (iii) any other documents necessary to evidence and effect the
bona fide exchange thereof, WiderThan or the Surviving Corporation shall issue
to such holder the consideration into which the shares represented by such lost,
stolen, mislaid or destroyed Certificate shall have been converted. WiderThan or
the Surviving Corporation may establish such other reasonable and customary
rules and procedures in connection with its duties as it may deem appropriate.

     (b) At or after the Effective Time, each holder of shares of Ztango Stock
(other than shares to be canceled pursuant to Section 3.2, shares as to which
statutory dissenters' rights have been perfected as provided in Section 3.3, and
shares held by Participating Ztango Stockholders) issued and outstanding at the
Effective Time shall surrender or cause to be surrendered the Certificate or
Certificates representing such shares to WiderThan or the Surviving Corporation
and shall promptly upon surrender thereof receive in exchange therefor the
consideration to which they may be entitled pursuant to Section 3.1; provided,
however, that the Escrow Cash Payment shall be delivered by WiderThan or the
Surviving Corporation to the Escrow Agent in accordance with the terms of the
Escrow Agreement. Neither WiderThan nor the Surviving Corporation shall be
obligated to deliver the consideration to which any former holder of Ztango
Stock is entitled as a result of the Merger until such holder's Certificate or
Certificates are surrendered for exchange as provided in Sections 4.1 and 4.2.

     (c) Each of WiderThan and the Surviving Corporation shall be entitled to
deduct and withhold from the consideration otherwise payable pursuant to this
Agreement to any holder of shares of Ztango Stock such amounts, if any, as it is
required to deduct and withhold with respect to the making of such payment under
the Code or any provision of United States state or local


                                      -7-



Tax Law. To the extent that any amounts are so withheld by WiderThan or the
Surviving Corporation, as the case may be, such withheld amounts shall be
treated for all purposes of this Agreement as having been paid to the holder of
the shares of Ztango Stock in respect of which such deduction and withholding
was made by WiderThan or the Surviving Corporation, as the case may be.

     (d) Any other provision of this Agreement notwithstanding, neither
WiderThan nor the Surviving Corporation shall be liable to a holder of Ztango
Common Stock for any amounts paid or property delivered in good faith to a
public official pursuant to any applicable abandoned property, escheat or
similar Law.

     (e) Adoption of this Agreement by the stockholders of Ztango shall
constitute ratification of the appointment of WiderThan and the Surviving
Corporation to act as exchange agent for purposes of this Section 4.1.

     (f) For the avoidance of doubt, in order to facilitate approval of the
Acquisition Transactions as required by Korean law, the parties acknowledge that
payments of the amounts set forth in Section 3.1 shall be made by the Surviving
Corporation, not by WiderThan, after the Closing Date.

4.2 EXCHANGE PROCEDURES FOR PARTICIPATING ZTANGO STOCKHOLDERS.

     (a) Prior to the Effective Time, Ztango shall cause the Agent to mail to
each Participating Ztango Stockholder appropriate transmittal materials and
customary instructions for use in effecting the surrender of the Certificates
and the receipt of payment therefor (which shall specify that delivery shall be
effected, and risk of loss and title to such Participating Ztango Stockholder's
Certificates shall pass, only upon proper delivery of such Certificates to the
Agent). Prior to the Effective Time, each Participating Ztango Stockholder
shall, to the extent not previously held by Ztango, deliver to Ztango the
Certificate or Certificates representing all shares of Ztango Stock held by such
Participating Ztango Stockholder, duly endorsed for surrender to WiderThan in
connection with the Merger as the Agent, Ztango, or WiderThan may require, and
each Participating Ztango Stockholder hereby authorizes Ztango to deliver all
Certificates of the Participating Ztango Stockholder to WiderThan or the Agent
as of the Effective Time. If any Certificate shall have been lost, stolen,
mislaid or destroyed, the Participating Ztango Stockholder shall deliver to
Ztango (i) an affidavit of that fact from the Participating Ztango Stockholder
claiming such Certificate to be lost, mislaid, stolen or destroyed, (ii) such
bond, security or indemnity as Ztango, the Agent, or WiderThan may reasonably
require and (iii) any other documents necessary to evidence and effect the bona
fide exchange thereof.

     (b) Subject to the conditions set forth in Sections 11.1 and 11.3,
immediately prior to the Effective Time, Ztango shall tender to WiderThan all
Certificates representing shares of Ztango Stock then held by the Participating
Ztango Stockholders.

     (c) Subject to the conditions set forth in Sections 11.1 and 11.2,
immediately following the Effective Time, WiderThan shall deliver to the Agent
on behalf of the Participating Ztango


                                      -8-



Stockholders, by wire transfer of immediately available funds, the consideration
provided in Section 3.1(b) allocable to the Participating Ztango Stockholders.

     (d) Immediately upon receipt thereof, the Agent shall tender back to
WiderThan, by wire transfer of immediately available funds, all amounts received
by the Participating Ztango Stockholders pursuant to Section 4.2(c) in order to
effectuate the Stock Purchase as set forth in Section 1.2.

     (e) As soon as practicable following receipt of funds wired by the Agent to
WiderThan pursuant to Section 4.2(d), WiderThan shall deliver to the Stockholder
Representative (as defined in the Escrow Agreement) on behalf of the
Participating Ztango Stockholders, "non-issuance certificates" evidencing the
ownership of the WiderThan Stock to be issued to each Participating Ztango
Stockholder as set forth on Schedule 1.2, as may be amended from time to time;
provided, however, that twenty-five percent (25%) of the shares of WiderThan
Stock issuable to the Participating Ztango Stockholders (the "Escrowed Shares")
in exchange for the surrender of consideration otherwise issuable pursuant to
Section 3.1(b) shall be tendered to the Escrow Agent to be held and administered
in accordance with the terms of the Escrow Agreement. The Agent shall promptly
cause the certificate or certificates tendered to the Agent to be distributed to
the Participating Ztango Stockholders.

4.3 RIGHTS OF FORMER ZTANGO STOCKHOLDERS.

     Immediately at the Effective Time, the stock transfer books of Ztango shall
be closed as to holders of Ztango Stock immediately prior to the Effective Time
and no transfer of Ztango Stock by any such holder shall thereafter be made or
recognized. Until surrendered for exchange in accordance with the provisions of
Sections 4.1 and 4.2, each Certificate theretofore representing shares of Ztango
Stock (other than shares to be canceled pursuant to Sections 3.2 or as to which
statutory dissenters' rights have been perfected as provided in Section 3.3)
shall from and after the Effective Time represent for all purposes only the
right to receive the consideration provided in Section 3.1 in exchange therefor,
subject, however, to the Surviving Corporation's obligation to pay any dividends
or make any other distributions with a record date prior to the Effective Time
which have been declared or made by the board of directors of Ztango in respect
of such shares of Ztango Stock in accordance with the terms of this Agreement
and Ztango's certificate of incorporation and which remain unpaid at the
Effective Time.

4.4 ESCROW AGREEMENT.

     (a) In connection with the Closing, WiderThan, Ztango and the Stockholder
Representative (as such term is defined in the Escrow Agreement) on behalf of
the stockholders of Ztango immediately prior to the Effective Time, shall
execute and deliver an escrow agreement (the "Escrow Agreement"), which shall be
in substantially the form of Exhibit 5. Non-issuance certificates representing
the Escrowed Shares and the Escrow Cash Payment to be issued by WiderThan
pursuant to Sections 1.2, 3.1(c), and 4.2(e) shall be delivered by WiderThan to,
and held and administered by, the Escrow Agent pursuant to the terms and
conditions of the Escrow Agreement. Adoption of this Agreement by the
stockholders of Ztango shall constitute their consent to the irrevocable
ratification of the appointment of ZT Stockholder


                                      -9-



Rep LLC and the grant of an irrevocable power of attorney to the Stockholder
Representative (i) to act as Stockholder Representative in accordance with the
terms of the Escrow Agreement, (ii) to accept on behalf of the Participating
Ztango Stockholders all non-issuance certificates or other evidence of ownership
of the WiderThan Preferred Stock as contemplated by Section 4.2(e), (iii) to
pledge the Escrow Shares and the Escrow Cash Payment to WiderThan or the Escrow
Agent for satisfaction of claims in accordance with the terms of the Escrow
Agreement, as administered by the Escrow Agent in accordance with the terms of
the Escrow Agreement, (iv) to act as their attorney-in-fact with respect to any
amendment or modification of the Escrow Agreement as may be necessary to
accommodate changes in the form or substance of the Escrow Agreement requested
by the Escrow Agent, or (v) take any other action in order to effectuate the
purposes of this Agreement and the Escrow Agreement, including, but not limited
to, designation of a custodian in Korea to hold any stock certificate
representing the WiderThan Stock as may be required by the Escrow Agent.

     (b) The appointment of the Stockholder Representative by the Participating
Ztango Stockholders pursuant to Section 4.4(a) shall not be affected by the
subsequent death, disability, or incompetence of any Participating Ztango
Stockholder.

     (c) The grant of authority to the Stockholder Representative shall be
construed broadly and shall include without limitation the authority to do all
things which the Participating Ztango Stockholders could do in connection with
the power granted under this Section 4.4. Each Ztango Stockholder severally and
not jointly agrees to indemnify and hold harmless the Stockholder Representative
from and against any and all losses incurred or suffered by the Stockholder
Representative in connection with performing its duties under this Agreement,
the Escrow Agreement and any other Transaction Document.

     (d) Any party to this Agreement or any third party may rely on the
appointment of the Stockholder Representative and the actions taken by the
Stockholder Representative pursuant to this Section 4.4.

               ARTICLE 5 REPRESENTATIONS AND WARRANTIES OF ZTANGO

     Ztango hereby represents and warrants to WiderThan and Newco as follows:

5.1 ORGANIZATION, STANDING, AND POWER.

     Ztango is a corporation duly organized, validly existing, and in good
standing under the Laws of the State of Delaware, and has the corporate power
and authority to carry on its business as now conducted and to own, lease and
operate its Assets. Ztango is duly qualified or licensed to transact business as
a foreign corporation in good standing in the states of the United States and
foreign jurisdictions where the character of its Assets or the nature or conduct
of its business requires it to be so qualified or licensed, except for such
jurisdictions in which the failure to be so qualified or licensed is not
reasonably likely to have, individually or in the aggregate, a Ztango Material
Adverse Effect. The minute book and other organizational documents for Ztango
have been made available to WiderThan for its review and, except as disclosed in
Section 5.1 of the Ztango Disclosure Memorandum, are true and complete in all
material respects as in


                                      -10-



effect as of the date of this Agreement and accurately reflect in all material
respects all amendments thereto and all proceedings of the Board of Directors
(including any committees of the Board of Directors) and stockholders thereof.

5.2 AUTHORITY OF ZTANGO; NO BREACH BY AGREEMENT.

     (a) Ztango has the corporate power and authority necessary to execute,
deliver, and perform its obligations under this Agreement and to consummate the
transactions contemplated hereby. The execution, delivery, and performance of
this Agreement and the consummation of the transactions contemplated herein,
including the Acquisition Transactions, have been duly and validly authorized by
all necessary corporate action in respect thereof on the part of Ztango, subject
to the adoption and approval of this Agreement by the holders of Ztango Stock
representing, in the aggregate, at least (i) two-thirds (2/3) of the Ztango
Preferred Stock, and (ii) a majority of the Preferred Stock and Ztango Common
Stock, voting together as a single class on an as converted basis, which is the
only stockholder vote required for approval of this Agreement and consummation
of the Merger by Ztango. Subject to such requisite stockholder approval, this
Agreement represents a legal, valid, and binding obligation of Ztango,
enforceable against Ztango in accordance with its terms (except in all cases as
such enforceability may be limited by applicable bankruptcy, insolvency,
reorganization, receivership, conservatorship, moratorium, or similar Laws
affecting the enforcement of creditors' rights generally and except that the
availability of the equitable remedy of specific performance or injunctive
relief is subject to the discretion of the court before which any proceeding may
be brought).

     (b) Neither the execution and delivery of this Agreement by Ztango, nor the
consummation by Ztango of the transactions contemplated hereby, nor compliance
by Ztango with any of the provisions hereof, will (i) conflict with or result in
a breach of any provision of Ztango's certificate of incorporation or bylaws or
any resolution adopted by the board of directors or the stockholders of Ztango,
or (ii) except as disclosed in Section 5.2(b) of the Ztango Disclosure
Memorandum, constitute or result in a Default under, or require any Consent
pursuant to, or result in the creation of any Lien on any Asset of Ztango under,
any Contract or Permit of Ztango, where such Default or Lien, or any failure to
obtain such Consent, is reasonably likely to have, individually or in the
aggregate, a Ztango Material Adverse Effect, or, (iii) subject to receipt of the
requisite Consents referred to in Section 11.2(h), constitute or result in a
Default under, or require any Consent pursuant to, any Law or Order applicable
to Ztango or any of its material Assets (including any WiderThan Entity or
Ztango becoming subject to or liable for the payment of any Tax or any of the
Assets owned by any WiderThan Entity or Ztango being reassessed or revalued by
any Regulatory Authority).

     (c) Other than in connection or compliance with the provisions of the
Securities Laws, applicable state corporate and securities Laws, and other than
Consents required from Regulatory Authorities, and other than notices to or
filings with the Internal Revenue Service or the Pension Benefit Guaranty
Corporation with respect to any employee benefit plans, or under the HSR Act, no
notice to, filing with, or Consent of, any public body or authority is necessary
for the consummation by Ztango of the Merger and the other transactions
contemplated in this Agreement.


                                      -11-



5.3 CAPITAL STOCK.

     (a) The authorized capital stock of Ztango consists of (i) 25,000,000
shares of Ztango Common Stock, par value $0.001 per share, of which 426,675
shares are issued and outstanding as of the date of this Agreement and not more
than 426,675 shares will be issued and outstanding at the Effective Time, and
(ii) 20,000,000 shares of preferred stock, par value $0.001 per share, including
(A) 1,500,000 shares of Series A1 Participating Convertible Preferred Stock
("Ztango Series A1 Preferred Stock")), of which 978,000 shares are issued and
outstanding, (B) 7,500,000 shares of Series A2 participating Convertible
Preferred Stock ("Ztango Series A2 Preferred Stock")), of which 5,091,928 shares
are issued and outstanding, and (C) 6,500,000 shares of Series A3 Participating
Convertible Preferred Stock ("Ztango Series A3 Preferred Stock")), of which
4,519,451 shares are issued and outstanding. Other than the Ztango Series A1
Preferred Stock, Ztango Series A2 Preferred Stock, and Ztango Series A3
Preferred Stock, there are no shares of Ztango preferred stock issued or
outstanding. All of the issued and outstanding shares of capital stock of Ztango
are duly and validly issued and outstanding and are fully paid and
nonassessable. None of the outstanding shares of capital stock of Ztango has
been issued in violation of any preemptive rights of the current or past
stockholders of Ztango. Less than 49 Persons hold all outstanding shares of
Ztango Stock.

     (b) Except as set forth in Section 5.3(a), or as disclosed in Section
5.3(b) of the Ztango Disclosure Memorandum, there are no shares of capital stock
or other equity securities of Ztango outstanding and no outstanding Equity
Rights relating to the capital stock of Ztango.

     (c) Except as specifically contemplated by this Agreement or as disclosed
in Section 5.3(c) of the Ztango Disclosure Memorandum, no Person has any
Contract or any right or privilege (whether pre-emptive or contractual) by
reason of which such Person shall have (irrespective of the reason) the right
for the purchase, subscription or issuance of any securities of Ztango, whether
now or in the future.

     (d) Section 5.3(d) of the Ztango Disclosure Memorandum sets forth a true
and complete list of all Ztango Options outstanding as of the date hereof
(whether vested or unvested), the holders thereof, and the exercise price and
vesting schedules of such Ztango Options.

5.4 ZTANGO SUBSIDIARIES AND EQUITY RIGHTS.

     Ztango does not have any Subsidiaries. Except as disclosed in Section 5.4
of the Ztango Disclosure Memorandum, Ztango does not own any other Equity Rights
in any other corporation, limited liability company, partnership, limited
partnership, or any similar entity or organization.

5.5 FINANCIAL STATEMENTS.

     Ztango has delivered to WiderThan the Ztango Financial Statements, which
are included in Section 5.5 of the Ztango Disclosure Memorandum. The Ztango
Financial Statements (as of the dates thereof and for the periods covered
thereby) (i) are in accordance with the books and records of Ztango, which are
complete and correct in all material respects and which have been


                                      -12-



maintained in accordance with good business practices, and (ii) present fairly
in all material respects the consolidated financial position of the Ztango
Entities as of the dates indicated and consolidated results or operations,
changes in shareholders' equity, and cash flows of Ztango for the periods
indicated, in accordance with GAAP (subject to exceptions as to consistency
specified therein or as may be indicated in the notes thereto or, in the case of
interim financial statements, to normal recurring year-end adjustments that are
not material in amount or effect and except that such interim financial
statements do not contain footnotes).

5.6 ABSENCE OF UNDISCLOSED LIABILITIES.

     Except as disclosed in Section 5.6 of the Ztango Disclosure Memorandum,
Ztango does not have any Liabilities that are reasonably likely to have,
individually or in the aggregate, a Ztango Material Adverse Effect, except
Liabilities which are accrued or reserved against in the balance sheet of Ztango
as of April 30, 2004 (included in the Ztango Financial Statements delivered
prior to the date of this Agreement or reflected in the notes thereto). Ztango
has not incurred or paid any Liability since April 30, 2004, except for such
Liabilities incurred or paid (i) in the ordinary course of business consistent
with past business practice and which are not reasonably likely to have,
individually or in the aggregate, a Ztango Material Adverse Effect or (ii) in
connection with the transactions contemplated by this Agreement (including
without limitation any Ztango Transaction Expense Overage).

5.7 ABSENCE OF CERTAIN CHANGES OR EVENTS.

     Since April 30, 2004, except as disclosed in the Ztango Financial
Statements delivered prior to the date of this Agreement or as disclosed in
Section 5.7 of the Ztango Disclosure Memorandum, there have been no events,
changes, or occurrences which have had, or are reasonably likely to have,
individually or in the aggregate, a Ztango Material Adverse Effect.

5.8 TAX MATTERS.

     (a) Except as set forth in Section 5.8(a) of the Ztango Disclosure
Memorandum, Ztango has timely filed with the appropriate Taxing authorities all
material Tax Returns in all jurisdictions in which Tax Returns are required to
be filed, and such Tax Returns are correct and complete in all material
respects. Except as set forth in Section 5.8(a) of the Ztango Disclosure
Memorandum, Ztango is not the beneficiary of any extension of time within which
to file any Tax Return. All Taxes of Ztango (whether or not shown on any Tax
Return) have been fully and timely paid or contested in good faith, in which
case adequate reserves have been established on the Ztango Financial Statements.
There are no Liens for any Taxes (other than Liens for current real property or
ad valorem Taxes not yet due and payable) on any of the Assets of Ztango. To the
Knowledge of Ztango, no claim has ever been made by an authority in a
jurisdiction where Ztango does not file a Tax Return that Ztango may be subject
to Taxes by that jurisdiction.

     (b) Except as set forth in Section 5.8(b) of the Ztango Disclosure
Memorandum, Ztango has not received any notice of assessment or proposed
assessment in connection with any Taxes, and there are no pending or, to the
Knowledge of Ztango, threatened disputes, claims, audits or examinations
regarding any Taxes of Ztango or any former Subsidiary or the assets of Ztango
of


                                      -13-



any former Subsidiary. Ztango does not expect any Regulatory Authority to assess
any additional Taxes for any period for which Tax Returns have been filed.
Neither Ztango nor any former Subsidiary has waived any statute of limitations
in respect of any Taxes or agreed to a Tax assessment or deficiency.

     (c) Ztango has complied with all applicable Laws, rules and regulations
relating to the withholding of Taxes and the payment thereof to appropriate
authorities, including Taxes required to have been withheld and paid in
connection with amounts paid or owing to any employee or independent contractor,
and Taxes required to be withheld and paid pursuant to Sections 1441 and 1442 of
the Code or similar provisions under foreign Law.

     (d) The unpaid Taxes of each Ztango Entity (i) did not, as of the most
recent fiscal month end, exceed the reserve for Tax Liability (rather than any
reserve for deferred Taxes established to reflect timing differences between
book and Tax income) set forth on the face of the most recent balance sheet
(rather than in any notes thereto) for such Ztango Entity and (ii) do not exceed
that reserve as adjusted for the passage of time through the Closing Date in
accordance with past custom and practice of the Ztango Entities in filing their
Tax Returns.

     (e) Ztango is not a party to any Tax allocation or sharing agreement and
none of the Ztango Entities has been a member of an affiliated group filing a
consolidated federal income Tax Return (other than a group the common parent of
which was Ztango) or has any Tax Liability of any Person under Treasury
Regulation Section 1.1502-6 or any similar provision of state, local or foreign
Law, or as a transferee or successor, by contract or otherwise.

     (f) During the five-year period ending on the date hereof, none of the
Ztango Entities was a distributing corporation or a controlled corporation in a
transaction intended to be governed by Section 355 of the Code.

     (g) None of the Ztango Entities has made any payments, or is obligated to
make any payments, or is a party to any contract that could obligate it to make
any payments that could be disallowed as a deduction under Section 280G of the
Code. Ztango has not been a United States real property holding corporation
within the meaning of Code Section 897(c)(2). Ztango has not been nor will be
required to include any adjustment in taxable income for any Tax period (or
portion thereof) pursuant to Section 481 of the Code or any comparable provision
under state or foreign Tax Laws as a result of transactions or events occurring
prior to the Closing.

     (h) Except as set forth in Section 5.8(h) of the Ztango Disclosure
Memorandum, each of the Ztango Entities is in compliance with, and its records
contain all information and documents (including properly completed IRS Forms
W-9) necessary to comply with, all applicable information reporting and Tax
withholding requirements under federal, state, and local Tax Laws, and such
records identify with specificity all accounts subject to backup withholding
under Section 3406 of the Code.

     (i) No Ztango Entity has or has had in any foreign country a permanent
establishment, as defined in any applicable tax treaty or convention between the
United States and such foreign country.


                                      -14-



5.9 ASSETS.

     (a) Except as disclosed in Section 5.9 of the Ztango Disclosure Memorandum
or as disclosed or reserved against in the Ztango Financial Statements, Ztango
has good and marketable title, free and clear of all Liens, to all of its
tangible Assets, except for any such Liens or other defects of title which are
not reasonably likely to have a Ztango Material Adverse Effect. All tangible
properties used in Ztango's business are in good condition, reasonable wear and
tear excepted, and are usable in the ordinary course of business consistent with
Ztango's past practices.

     (b) The accounts receivable of Ztango as set forth on the most recent
balance sheet included in the Ztango Financial Statements or arising since the
date thereof are valid and genuine; have arisen solely out of bona fide sales
and deliveries of goods, performance of services and other business transactions
in the ordinary course of business consistent with past practice; to the
Knowledge of Ztango, are not subject to valid defenses, set-offs or
counterclaims and, in the case of accounts receivable appearing on the most
recent balance sheet included in the Ztango Financial Statements delivered prior
to the date of this Agreement, include an allowance for collection losses
determined in accordance with GAAP. Except as set forth in Section 5.9(b) of the
Ztango Disclosure Memorandum, Ztango has the sole right to collect and recover
(i) such accounts receivable, and (ii) to the Knowledge of Ztango and subject to
applicable bankruptcy, insolvency, reorganization, receivership,
conservatorship, moratorium, or similar Laws affecting the enforcement of
creditors' rights generally in Finland, any amounts owed to Ztango from Exomi
Oy, in each case free and clear of all Liens.

     (c) All Assets which are material to Ztango's business, held under leases
or subleases by Ztango, are held under valid Contracts enforceable in accordance
with their respective terms (except as enforceability may be limited by
applicable bankruptcy, insolvency, reorganization, moratorium, or other Laws
affecting the enforcement of creditors' rights generally and except that the
availability of the equitable remedy of specific performance or injunctive
relief is subject to the discretion of the court before which any proceedings
may be brought), and each such Contract is in full force and effect.

     (d) Ztango currently maintains those policies of insurance set forth in
Section 5.9(d) of the Ztango Disclosure Memorandum. Ztango has not received
notice from any insurance carrier that (i) any policy of insurance will be
canceled or that coverage thereunder will be reduced or eliminated, or (ii)
premium costs with respect to such policies of insurance will be substantially
increased. There are presently no claims for amounts exceeding in any individual
case $5,000 pending under such policies of insurance and no notices of claims in
excess of such amounts have been given by Ztango under such policies.

     (e) The Assets of Ztango include all Assets required to operate the
business of Ztango as presently conducted.


                                      -15-



5.10 INTELLECTUAL PROPERTY.

     (a) Except as disclosed in Section 5.10 of the Ztango Disclosure
Memorandum, (i) Ztango owns or has a license to use all of the Intellectual
Property used by Ztango in the course of its business, including sufficient
rights in each copy possessed by Ztango, (ii) Ztango is the owner of or has a
license, with the right to sublicense, to any Intellectual Property sold or
licensed to a third party by Ztango in connection with Ztango's business
operations, and Ztango has the right to convey by sale or license any
Intellectual Property so conveyed, (iii) Ztango is not in Default under any of
its Intellectual Property licenses, and all such Intellectual Property licenses
currently used in Ztango's business are currently in full force and effect, (iv)
no proceedings have been instituted, or are pending or, to the Knowledge of
Ztango, threatened, which challenge the rights of Ztango with respect to
Intellectual Property used, sold or licensed by Ztango in the course of its
business, nor has any person claimed or alleged any rights to such Intellectual
Property, (v) the conduct of the business of Ztango does not infringe any
Intellectual Property of any other Person, and (vi) Ztango is not obligated to
pay any royalties to any Person with respect to any such Intellectual Property.

     (b) Except as disclosed in Section 5.10(b) of the Ztango Disclosure
Memorandum, every officer or employee of Ztango is a party to a Contract which
requires such officer or employee to assign any interest in any Intellectual
Property to Ztango and to keep confidential any trade secrets, proprietary data,
customer information, or other business information of Ztango, and, to the
Knowledge of Ztango, no such officer or employee is party to any Contract with
any Person other than Ztango which requires such officer or employee to assign
any interest in any Intellectual Property to any Person other than Ztango or to
keep confidential any trade secrets, proprietary data, customer information, or
other business information of any Person other than Ztango.

     (c) Except as disclosed in Section 5.10(c) of the Ztango Disclosure
Memorandum, to the Knowledge of Ztango, no officer or employee of Ztango is
party to any Contract which restricts or prohibits such officer or employee from
engaging in activities competitive with any Person, including any Ztango Entity.

5.11 ENVIRONMENTAL MATTERS.

     Except as would not reasonably be expected to have a Ztango Material
Adverse Effect, (a) Ztango is in compliance with all Laws relating to
environmental matters, (b) Ztango has all permits required under applicable
Environmental Laws and is in compliance with their respective requirements, and
(c) there are no pending or, to the Knowledge of Ztango, threatened claims under
Environmental Laws against Ztango.

5.12 COMPLIANCE WITH LAWS.

     Ztango has in effect all Permits necessary for it to own, lease, or operate
its material Assets and to carry on its business as now conducted, except for
those Permits the absence of which would not be reasonably likely to have,
individually or in the aggregate, a Ztango Material


                                      -16-



Adverse Effect, and no Default has occurred under any such Permit. Except as
disclosed in Section 5.12 of the Ztango Disclosure Memorandum, Ztango:

     (a) is not in Default under any of the provisions of its Certificate of
Incorporation or Bylaws (or other governing instruments);

     (b) is not in Default under any Laws, Orders, or Permits applicable to its
business or employees conducting its business;

     (c) since January 1, 2001, has not received any notification or
communication from any agency or department of federal, state, or local
government or any Regulatory Authority or the staff thereof (i) asserting that
Ztango is not, or may not be, in compliance with any Laws or Orders, (ii)
threatening to revoke any Permits, or (iii) requiring Ztango to enter into or
consent to the issuance of a cease and desist order, injunction formal
agreement, directive, commitment, or memorandum of understanding, or to adopt
any board resolution or similar undertaking, which restricts materially the
conduct of its business or in any manner relates to its employment decisions,
its employment or safety policies or practices; or

     (d) has not effectuated (i) a "plant closing" (as defined in the Worker
Adjustment and Retraining Notification Act (the "WARN Act")) affecting any site
of employment or one or more facilities or operating units within any site of
employment or facility of Ztango; or (ii) since January 1, 2002, a "mass layoff"
(as defined in the WARN Act) affecting any site of employment or facility of
Ztango; and Ztango has not been affected by any transaction or engaged in
layoffs or employment terminations sufficient in number to trigger application
of any similar state or local Law. Except as set forth in Section 5.12(d) of the
Ztango Disclosure Memorandum, since December 1, 2003, none of any Ztango
Entity's employees has suffered an "employment loss" (as defined in the WARN
Act).

     (e) Section 5.12(e) of the Ztango Disclosure Memorandum contains a list of
all independent contractors of Ztango and each such Person meets the standards
under all Laws (including Treasury Regulations under the Code and federal and
state labor and employment Laws) as independent contractors and no such Person
is an employee of Ztango under any applicable Law or participates in any Ztango
Benefit Plans.

5.13 LABOR RELATIONS.

     (a) Ztango is not the subject of any Litigation asserting that it has
committed an unfair labor practice (within the meaning of the National Labor
Relations Act or comparable state Law) or other violation of state or federal
labor Law or seeking to compel it to bargain with any labor organization or
other employee representative as to wages or conditions of employment, nor is
Ztango party to any collective bargaining agreement or subject to any bargaining
order, injunction or other Order relating to Ztango's relationship or dealings
with its employees, any labor organization or any other employee representative.
There is no strike, slowdown, lockout or other job action or labor dispute
involving Ztango pending or, to the Knowledge of Ztango, threatened, and there
has been no such actions or disputes in the past five years. To the Knowledge of
Ztango, in the past five years, there has not been any attempt by Ztango


                                      -17-



employees or any labor organization or other employee representative to organize
or certify a collective bargaining unit or to engage in any other union
organization activity with respect to the workforce of Ztango. Except as set
forth in Section 5.13(a) of the Ztango Disclosure Memorandum, the employment of
each employee and the engagement of each independent contractor of Ztango is
terminable at will by Ztango without any penalty, liability or severance
obligation incurred by Ztango. Except as disclosed in the Ztango Financial
Statements or as set forth in Section 5.13(a) of the Ztango Disclosure
Memorandum, Ztango has not accrued liabilities for any amounts to be paid to any
of its employees or independent contractors after the date hereof, including any
amounts incurred for any wages, bonuses, vacation pay, sick leave, contract
notice periods, change of control payments or severance obligations.

     (b) All of the Ztango employees employed in the United States are either
United States citizens or are legally entitled to work in the United States
under the Immigration Reform and Control Act of 1986, as amended, other United
States immigration Laws and the Laws related to the employment of non-United
States citizens applicable in the state in which the employees are employed.

5.14 EMPLOYEE BENEFIT PLANS

     (a) Ztango has disclosed in Section 5.14 of the Ztango Disclosure
Memorandum, and has delivered or made available to WiderThan prior to the
execution of this Agreement, (i) copies of each Employee Benefit Plan currently
adopted, maintained by, sponsored in whole or in part by, or contributed to by
Ztango or any ERISA Affiliate thereof for the benefit of employees, former
employees, retirees, dependents, spouses, directors, independent contractors, or
other beneficiaries or under which employees, retirees, former employees,
dependents, spouses, directors, independent contractors, or other beneficiaries
are eligible to participate (collectively, the "Ztango Benefit Plans") and (ii)
a list of each Employee Benefit Plan that is not identified in (i) above (e.g.,
former Employee Benefit Plans) but for which Ztango or any ERISA Affiliate has
or reasonably could have any obligation or Liability. Any of the Ztango Benefit
Plans which is an "employee pension benefit plan," as that term is defined in
ERISA Section 3(2), is referred to herein as a "Ztango ERISA Plan."

     (b) Ztango has delivered to WiderThan prior to the execution of this
Agreement (i) any applicable trust agreements or other funding arrangements for
all Employee Benefit Plans, (ii) any applicable determination letters, rulings,
opinion letters, information letters, advisory opinions or other correspondence
issued by the United States Internal Revenue Service ("IRS"), the United States
Department of Labor ("DOL") or the Pension Benefit Guaranty Corporation during
this calendar year or any of the preceding three calendar years, (iii) any
applicable filing or documentation (whether or not filed with the IRS) where
corrective action was taken in connection with the IRS EPCRS program set forth
in Revenue Procedure 2001-17 (or its predecessor or successor rulings), (iv) any
applicable annual reports or returns, audited or unaudited financial statements,
actuarial reports and valuations prepared for any Employee Benefit Plan for the
current plan year and the three preceding plan years, and (v) the most recent
summary plan descriptions and any summary of material modifications thereto.


                                      -18-



     (c) Each Ztango Benefit Plan with respect to both its form and operation is
in compliance with the terms of such Ztango Benefit Plan, in compliance with the
applicable requirements of the Code, in material compliance with the applicable
requirements of ERISA, and in compliance with any other applicable Laws. Each
Ztango ERISA Plan which is intended to be qualified under Section 401(a) of the
Code and is required to apply for an IRS determination letter has received a
favorable determination letter from the IRS that is still in effect and applies
to the Ztango ERISA Plan as amended and as administered or, within the time
permitted under Code Section 401(b), has timely applied for a favorable
determination letter which when issued will apply retroactively to the Ztango
ERISA Plan as amended and as administered. Ztango is not aware of any
circumstances likely to result in revocation of any such favorable determination
letter. Ztango has not received any communication (written or unwritten) from
any government agency questioning or challenging the compliance of any Ztango
Benefit Plan with applicable Laws. No Ztango Benefit Plan is currently being
audited by a governmental agency for compliance with applicable Laws or has been
audited with a determination by the governmental agency that the Employee
Benefit Plan failed to comply with ERISA, the Code or any other applicable Laws.

     (d) There has been no oral or written representation or communication with
respect to any aspect of the Employee Benefit Plans made to employees of Ztango
or any of its ERISA Affiliates which is not in accordance with the written or
otherwise preexisting terms and provisions of such plans. None of Ztango, any of
its ERISA Affiliates, nor any administrator or fiduciary of any Ztango Benefit
Plan (or any agent of any of the foregoing) has engaged in any transaction, or
acted or failed to act in any manner, which could reasonably be expected to
subject Ztango, any of its ERISA Affiliates, or WiderThan to any direct or
indirect Liability (by indemnity or otherwise) for breach of any fiduciary,
co-fiduciary or other duty under ERISA. There are no unresolved claims or
disputes under the terms of, or in connection with, the Ztango Benefit Plans
other than claims for benefits which are payable in the ordinary course of
business and no action, proceeding, prosecution, inquiry, hearing or
investigation has been commenced with respect to any Ztango Benefit Plan.

     (e) Except as set forth in Section 5.14(e) of the Ztango Disclosure
Memorandum, all Ztango Benefit Plan documents and annual reports or returns,
audited or unaudited financial statements, actuarial valuations, summary annual
reports, and summary plan descriptions issued with respect to the Ztango Benefit
Plans are correct and complete, have been timely filed with the IRS, the DOL or
distributed to participants of the Ztango Benefit Plans (as required by Law),
and there have been no changes in the information set forth therein.

     (f) No "party in interest" (as defined in ERISA Section 3(14)) or
"disqualified person" (as defined in Code Section 4975(e)(2)) of any Ztango
Benefit Plan has engaged in any nonexempt "prohibited transaction" (described in
Code Section 4975(c) or ERISA Section 406).

     (g) Neither Ztango nor any of its ERISA Affiliates currently sponsors,
maintains or contributes to, or at any time in the past has sponsored,
maintained or contributed to an "employee pension benefit plan" (as that term is
defined in ERISA Section 3(2)) which is also a "defined benefit plan" (as
defined in Code Section 414(j)).


                                      -19-



     (h) No Liability under Title IV of ERISA has been or is expected to be
incurred by Ztango or any of its ERISA Affiliates and no event has occurred that
could reasonably result in Liability under Title IV of ERISA being incurred by
Ztango or any of its ERISA Affiliates with respect to any ongoing, frozen, or
terminated single-employer plan of Ztango or the single-employer plan of any
ERISA Affiliate, which Liability is reasonably likely to have a Ztango Material
Adverse Effect. There has been no "reportable event," within the meaning of
ERISA Section 4043 for which the 30-day reporting requirement has not been
waived by any ongoing, frozen, or terminated single employer plan of Ztango or
of an ERISA Affiliate.

     (i) Except as disclosed in Section 5.14 of the Ztango Disclosure
Memorandum, Ztango has no Liability for retiree health and life benefits under
any of the Ztango Benefit Plans and there are no restrictions on the rights of
Ztango to amend or terminate any such retiree health or benefit Plan without
incurring any Liability thereunder except to the extent required under Part 6 of
Title I of ERISA or Code Section 4980B. No Tax under Code Sections 4980B or 5000
has been incurred with respect to any Ztango Benefit Plan and no circumstance
exists which could give rise to such Taxes.

     (j) Except as disclosed in Section 5.14 of the Ztango Disclosure
Memorandum, neither the execution and delivery of this Agreement nor the
consummation of the transactions contemplated hereby will (i) result in any
payment (including severance, unemployment compensation, golden parachute, or
otherwise) becoming due to any director or any employee of Ztango from Ztango
under any Ztango Benefit Plan or otherwise, (ii) increase any benefits otherwise
payable under any Ztango Benefit Plan, or (iii) result in any acceleration of
the time of payment or vesting of any such benefit.

     (k) The actuarial present values of all accrued deferred compensation
entitlements (including entitlements under any executive compensation,
supplemental retirement, or employment agreement) of employees and former
employees of Ztango and their respective beneficiaries, other than entitlements
accrued pursuant to funded retirement plans subject to the provisions of Code
Section 412 or ERISA Section 302, have been fully reflected on the Ztango
Financial Statements to the extent required by and in accordance with GAAP.

     (l) All individuals who render services to Ztango and who are authorized to
participate in a Ztango Benefit Plan pursuant to the terms of such Ztango
Benefit Plan are in fact eligible to and authorized to participate in such
Ztango Benefit Plan. All individuals participating in (or eligible to
participate in) any Ztango Benefit Plan are common-law employees of Ztango.

     (m) On or after September 26, 1980, neither the Ztango nor any of its ERISA
Affiliates has had an "obligation to contribute" (as defined in ERISA Section
4212) to a "multiemployer plan" (as defined in ERISA Sections 4001(a)(3) and
3(37)(A)).

5.15 MATERIAL CONTRACTS.

     Except as disclosed in Section 5.15 of the Ztango Disclosure Memorandum or
otherwise reflected in the Ztango Financial Statements, neither Ztango, nor any
of its respective Assets, businesses, or operations, is a party to, or is bound
or affected by, or receives benefits under,


                                      -20-



(i) any employment, severance, termination, change in control, consulting, or
retirement Contract providing for aggregate payments to any Person in any
calendar year in excess of $20,000, (ii) any Contract relating to the borrowing
of money by Ztango or the guarantee by Ztango of any such obligation (other than
Contracts evidencing trade payables and Contracts relating to borrowings or
guarantees made in the ordinary course of business), (iii) any Contract which
prohibits or restricts Ztango from engaging in any business activities in any
geographic area, line of business or otherwise in competition with any other
Person, except as would not have, or reasonably be expected to have,
individually or in the aggregate, a Ztango Material Adverse Effect, (iv) any
Contract relating to the purchase or sale of any goods or services (other than
Contracts entered into in the ordinary course of business) and involving
payments under any individual Contract not in excess of $50,000 in any
twelve-month period, and (v) any other Contract or amendment thereto that would
be required to be filed as an exhibit to a Form 10-K filed by Ztango with the
SEC as of the date of this Agreement if Ztango were subject to the reporting
requirements of the Exchange Act (together with all Contracts referred to in
Sections 5.10 and 5.14(a), the "Ztango Contracts"). With respect to each Ztango
Contract and except as disclosed in Section 5.15 of the Ztango Disclosure
Memorandum: (A) the Contract is in full force and effect; (B) Ztango is not in
Default thereunder; (C) Ztango has not repudiated or waived any material
provision of any such Contract; and (D) no other party to any such Contract is,
to the Knowledge of Ztango, in Default in any respect or has repudiated or
waived any material provision thereunder. All of the indebtedness of any Ztango
Entity for money borrowed is prepayable at any time by such Ztango Entity
without penalty or premium.

5.16 PRIVACY OF CUSTOMER INFORMATION

     (a) Ztango has taken all steps reasonably necessary to protect all
individually identifiable personal information ("IIPI") relating to customers,
former customers and prospective customers that will be transferred to WiderThan
pursuant to this Agreement. For purposes of this Section 5.16, "IIPI" means any
information relating to an identified or identifiable natural Person.

     (b) Ztango's collection and use of such IIPI and the use of such IIPI by
the Surviving Corporation as contemplated by this Agreement complies with
Ztango's privacy policy, the Fair Credit Reporting Act, and, to the Knowledge of
Ztango, all other applicable state, federal and foreign privacy Law, and any
Contract or industry standard relating to privacy.

5.17 LEGAL PROCEEDINGS.

     Except as set forth in Section 5.17 of the Ztango Disclosure Memorandum,
there is no Litigation instituted or pending, or, to the Knowledge of Ztango,
threatened against Ztango, or against any director, officer or employee in their
capacities as such or Employee Benefit Plan of Ztango, or against any Asset,
interest, or right of any of them.

5.18 REPORTS.

     Since January 1, 2000, Ztango has timely filed all reports and statements,
together with any amendments required to be made with respect thereto, that it
was required to file with Regulatory Authorities (except, in the case of state
securities authorities, failures to file such


                                      -21-



reports or statements which are not reasonably likely to have, individually or
in the aggregate, a Ztango Material Adverse Effect). As of their respective
dates, each of such reports and documents, including the financial statements,
exhibits, and schedules thereto, complied in all material respects with all
applicable Laws. As of its respective date, each such report and document did
not, in all material respects, contain any untrue statement of a material fact
or omit to state a material fact required to be stated therein or necessary to
make the statements made therein, in light of the circumstances under which they
were made, not misleading.

5.19 BOOKS AND RECORDS.

     Ztango maintains accurate books and records reflecting its Assets and
Liabilities and maintains proper and adequate internal accounting controls which
provide assurance that (a) transactions are executed with management's
authorization; (b) transactions are recorded as necessary to permit preparation
of financial statements of Ztango and to maintain accountability for Ztango's
Assets; (c) access to Ztango's Assets is permitted only in accordance with
management's authorization; (d) the reporting of Ztango's Assets is compared
with existing Assets at regular intervals and (e) accounts, notes and other
receivables and inventory are recorded accurately, and proper and adequate
procedures are implemented to effect the collection thereof on a current and
timely basis.

5.20 STATEMENTS TRUE AND CORRECT; FULL DISCLOSURE.

     (a) No statement, certificate, or other writing required to be furnished by
Ztango or any certifying officers of Ztango in or pursuant to this Agreement,
the Investor Rights Agreement, the Escrow Agreement, or any certificate or
document required to be delivered pursuant thereto (the "Transaction Documents")
contains or will contain any untrue statement of material fact or will omit to
state a material fact necessary to make the statements therein, in light of the
circumstances under which they were made, not misleading.

     (b) None of the information supplied or to be supplied by Ztango for
inclusion in the Proxy Statement (as hereinafter defined) to be mailed to the
Ztango stockholders in connection with the approval of the Acquisition
Transactions, and any other documents to be filed by Ztango with any Regulatory
Authority in connection with the transactions contemplated hereby, will, at the
respective time such documents are filed, and with respect to the Proxy
Statement, when first mailed to the stockholders of Ztango, be false or
misleading with respect to any material fact, or omit to state any material fact
necessary to make the statements therein, in light of the circumstances under
which they were made, not misleading, or, in the case of the Proxy Statement or
any amendment thereof or supplement thereto be false or misleading with respect
to any material fact, or omit to state any material fact necessary to correct
any statement in any earlier communication with respect to the solicitation of
any consent to the Acquisition Transactions.

     (c) All documents that Ztango is responsible for filing with any Regulatory
Authority in connection with the transactions contemplated hereby will comply as
to form in all material respects with the provisions of applicable Law.


                                      -22-



5.21 TAX AND REGULATORY MATTERS.

     Ztango has not taken nor agreed to take any action or has any Knowledge of
any fact or circumstance that is reasonably likely to (i) prevent the
Acquisition Transactions from qualifying as a reorganization within the meaning
of Section 368(a) of the Code, or (ii) materially impede or delay receipt of any
Consents of Regulatory Authorities referred to in Section 11.1(b) or result in
the imposition of a condition or restriction of the type referred to in the last
sentence of such Section.

5.22 STATE TAKEOVER LAWS.

     Ztango has taken all necessary action to exempt the transactions
contemplated by this Agreement from, or if necessary to challenge the validity
or applicability of, any applicable "moratorium," "fair price," "business
combination," "control share," or other anti-takeover Laws, including Section
203 of the DGCL (collectively, "Takeover Laws").

5.23 CHARTER PROVISIONS.

     Ztango has taken all action so that the entering into of this Agreement and
the consummation of the Acquisition Transactions do not and will not result in
the grant of any rights to any Person under the Certificate of Incorporation or
Bylaws of Ztango or restrict or impair the ability of WiderThan or any of its
Subsidiaries to vote, or otherwise to exercise the rights of a stockholder with
respect to, shares of Ztango that may be directly or indirectly acquired or
controlled by them.

5.24 BOARD RECOMMENDATION.

     The Board of Directors of Ztango, at a meeting duly called and held, has by
the requisite vote of the directors present (who constituted all of the
directors then in office) (i) determined that this Agreement and the
transactions contemplated hereby, including the Acquisition Transactions and all
other transactions contemplated thereby, taken together, are fair to and in the
best interests of the stockholders and (ii) resolved to recommend that the
holders of the shares of Ztango Stock approve and adopt this Agreement.

5.25 BROKER'S, FINDER'S OR SIMILAR FEES.

     Except as set forth in Section 5.25 of the Ztango Disclosure Memorandum,
there are no brokerage commissions, finder's fees or similar fees or commissions
payable by Ztango in connection with the transactions contemplated hereby based
on any agreement, arrangement or understanding with Ztango or any action taken
by any such Person.

5.26 ZTANGO TRANSACTION EXPENSES.

     Section 5.26 of the Ztango Disclosure Memorandum sets forth (i) a statement
of all Ztango Transaction Expenses incurred through the most recent practicable
date, and (ii) a reasonable, good faith estimate of any additional Ztango
Transaction Expenses to be incurred in connection with the Acquisition
Transactions. Ztango has provided to WiderThan copies of all


                                      -23-



contracts or engagement letters with, and invoices received to date from, its
consultants, financial advisors, accountants, and counsel relating to any Ztango
Transaction Expenses.

                 ARTICLE 6 REPRESENTATIONS AND WARRANTIES OF THE
                        PARTICIPATING ZTANGO STOCKHOLDERS

     Each Participating Ztango Stockholder, severally and not jointly,
represents and warrants to WiderThan and Newco as follows:

6.1 DUE AUTHORIZATION

     The execution and delivery of this Agreement, the consummation of the
Acquisition Transactions (to the extent that such consummation involves such
Participating Ztango Stockholder), the appointment of the Agent pursuant to
Section 1.3 hereof and the assumption of the obligations contemplated hereby
have been duly authorized by all necessary corporate or other action on the part
of such Participating Ztango Stockholder.

6.2 INVESTMENT INTENT

     Such Participating Ztango Stockholder is acquiring the WiderThan Stock for
his, her, or its own account and not with a view to its distribution within the
meaning of Section 2(11) of the Securities Act. Such Participating Ztango
Stockholder is an "accredited investor" as such term is defined in Rule 501 or
Regulation D of the Securities Act.

6.3 OWNERSHIP OF SHARES

     Such Participating Ztango Stockholder is the record and beneficial owner of
the shares of Ztango Stock purported to be owned by such Participating Ztango
Stockholder, except as set forth in Section 6.3 of the Ztango Disclosure
Memorandum free and clear of any Liens and any other limitation or restriction
(including any restriction on the right to vote, sell or otherwise dispose of
such shares).

             ARTICLE 7 REPRESENTATIONS AND WARRANTIES OF WIDERTHAN

     WiderThan and Newco hereby represent and warrant to Ztango as follows:

7.1 ORGANIZATION, STANDING, AND POWER.

     (a) WiderThan is a corporation duly organized and validly existing under
the Laws of the Republic of Korea, and has the corporate power and authority to
carry on its business as now conducted and to own, lease and operate its
material Assets.

     (b) Newco is a corporation duly organized, validly existing and in good
standing under the Laws of the State of Delaware as a wholly owned Subsidiary of
WiderThan. The authorized capital stock of Newco shall consist of 2,000 shares
of Newco Common Stock, all of


                                      -24-



which are validly issued and outstanding, fully paid and nonassessable and owned
by WiderThan free and clear of any Lien.

7.2 AUTHORITY; NO BREACH BY AGREEMENT.

     (a) WiderThan and Newco have the corporate power and authority necessary to
execute, deliver and perform their respective obligations under this Agreement
and to consummate the Acquisition Transactions in accordance with the terms of
this Agreement. The execution, delivery and performance of this Agreement and
the consummation of the transactions contemplated herein, including the
Acquisition Transactions, have been duly and validly authorized by all necessary
corporate action in respect thereof on the part of WiderThan and Newco. This
Agreement represents a legal, valid, and binding obligation of each of WiderThan
and Newco, enforceable against them in accordance with its terms (except in all
cases as such enforceability may be limited by applicable bankruptcy,
insolvency, reorganization, receivership, conservatorship, moratorium, or
similar Laws affecting the enforcement of creditors' rights generally and except
that the availability of the equitable remedy of specific performance or
injunctive relief is subject to the discretion of the court before which any
proceeding may be brought). WiderThan, as the sole stockholder of Newco, has
voted prior to the Effective Time the shares of Newco Common Stock in favor of
adoption and approval of this Agreement, as and to the extent required by
applicable Law.

     (b) Except as set forth in Section 7.2(b) of the WiderThan Disclosure
Memorandum, neither the execution and delivery of this Agreement by WiderThan,
nor the consummation by WiderThan of the transactions contemplated hereby, nor
compliance by WiderThan with any of the provisions hereof, will (i) conflict
with or result in a breach of any provision of either WiderThan's Certificate of
Incorporation or Bylaws (or other governing instruments), or (ii) constitute or
result in a Default under, or require any Consent pursuant to, or result in the
creation of any Lien on any Asset of any WiderThan Entity under, any Contract or
Permit of any WiderThan Entity, where such Default or Lien, or any failure to
obtain such Consent, is reasonably likely to have, individually or in the
aggregate, a WiderThan Material Adverse Effect, or, (iii) subject to receipt of
the requisite Consents referred to in Section 11.1(b), constitute or result in a
Default under, or require any Consent pursuant to, any Law or Order applicable
to any WiderThan Entity or any of their respective material Assets (including
any WiderThan Entity or any Ztango Entity becoming subject to or liable for the
payment of any Tax or any of the Assets owned by any WiderThan Entity or any
Ztango Entity being reassessed or revalued by any Regulatory Authority).

     (c) Except as set forth in Section 7.2(c) of the WiderThan Disclosure
Memorandum, other than in connection or compliance with the provisions of the
Securities Laws, applicable state corporate and securities Laws, and other than
Consents required from Regulatory Authorities, with respect to any employee
benefit plans, and other than Consents, filings, or notifications which, if not
obtained or made, are not reasonably likely to have, individually or in the
aggregate, a WiderThan Material Adverse Effect, no notice to, filing with, or
Consent of, any public body or authority is necessary for the consummation by
WiderThan of the Acquisition Transactions and the other transactions
contemplated in this Agreement.


                                      -25-



7.3 CAPITAL STOCK.

     (a) The authorized capital stock of WiderThan consists of (i) 18,000,000
shares of WiderThan Common Stock, of which 10,000,000 shares are issued and
outstanding as of the date of this Agreement, and (ii) 5,000,000 shares of
WiderThan preferred stock, of which 1,428,570 shares of Series A Preferred Stock
are issued and outstanding. Except as set forth in Section 7.3(a) of the
WiderThan Disclosure Memorandum, all of the issued and outstanding shares of
WiderThan capital stock are, and all of the shares of WiderThan Stock to be
issued in connection with the Stock Purchase, when issued in accordance with the
terms of this Agreement, will be, duly and validly issued and outstanding and
fully paid and nonassessable under the Korean Commercial Code. None of the
outstanding shares of WiderThan capital stock has been, and none of the shares
of WiderThan Stock to be issued in exchange for shares of Ztango Stock upon
consummation of the Acquisition Transactions will be, issued in violation of any
preemptive rights of the current or past shareholders of WiderThan.

     (b) Except as set forth in Section 7.3(a), or as disclosed in Section
7.3(b) of the WiderThan Disclosure Memorandum, there are no shares of capital
stock or other equity securities of WiderThan outstanding and no outstanding
Equity Rights relating to the capital stock of WiderThan. Except as specifically
contemplated by this Agreement, or as disclosed in Section 7.3(b) of the
WiderThan Disclosure Memorandum, no Person has any Contract or any right or
privilege (whether pre-emptive or contractual) by reason of which such Person
shall have (irrespective of the reason) the right for the purchase, subscription
or issuance of any securities of WiderThan, whether now or in the future.

     (c) As of the date hereof, WiderThan has authorized at least the number of
shares of WiderThan Common Stock issuable upon conversion or exercise of any
portion of the "virtual stock options" to be issued to Ztango employees in
accordance with Sections 3.4(a), 3.4(c), and 11.3(i) hereof.

7.4 OWNERSHIP OF SHARES.

     The WiderThan Stock to be issued in connection with the Stock Purchase,
when issued, sold and delivered in accordance with the terms of this Agreement
for the consideration expressed herein, will be duly and validly issued, fully
paid and nonassessable, free and clear of all Liens, with no personal liability
attached to the ownership thereof and will be free of restrictions on transfer,
other than restrictions on transfer under the WiderThan Investor Rights
Agreement, as amended in accordance with Section 11.1(d), and under applicable
Laws. The WiderThan Common Stock issuable upon conversion of the WiderThan
Preferred Stock being purchased hereunder has been duly and validly reserved for
issuance and, upon issuance in accordance with the terms of WiderThan's Articles
of Incorporation and the WiderThan Investor Rights Agreement, will be duly and
validly issued, fully paid and nonassessable, free and clear of all Liens
(except as set forth in Section 7.4 of the WiderThan Disclosure Memorandum),
with no personal liability attached to the ownership thereof and will be free of
restrictions on transfer, other than restrictions on transfer under the
WiderThan Investor Rights Agreement and under applicable Laws.


                                      -26-



7.5 THE OFFERING OF THE WIDERTHAN STOCK.

     Assuming the truth and accuracy of each Participating Ztango Stockholder's
representations set forth in Article 6 of this Agreement, the offer, sale and
issuance of the WiderThan Stock as contemplated by this Agreement and the
issuance of the WiderThan Common Stock upon conversion of the WiderThan
Preferred Stock are exempt from the registration requirements of the Securities
Act and the Securities and Exchange Act of Korea.

7.6 WIDERTHAN SUBSIDIARIES.

     WiderThan has no Subsidiaries other than Newco. WiderThan owns all of the
issued and outstanding shares of capital stock of Newco, free and clear of
Liens. Newco is a corporation duly organized, validly existing, and in good
standing under the Laws of Delaware, and has the power and authority necessary
for it to own, lease and operate its Assets and to carry on its business as now
conducted.

7.7 FINANCIAL STATEMENTS.

     WiderThan has delivered to Ztango the WiderThan Financial Statements, which
are included in Section 7.7 of the WiderThan Disclosure Memorandum. The
WiderThan Financial Statements (as of the dates thereof and for the periods
covered thereby) (i) are in accordance with the books and records of WiderThan,
which are complete and correct in all material respects and which have been
maintained in accordance with good business practices, and (ii) present fairly
in all material respects the financial position of WiderThan as of the dates
indicated and results or operations, changes in stockholders' equity, and cash
flows of WiderThan for the periods indicated, in accordance with GAAP (subject
to exceptions as to consistency specified therein or as may be indicated in the
notes thereto or, in the case of interim financial statements, to normal
recurring year-end adjustments that are not material in amount or effect and
except that such interim financial statements do not contain footnotes).

7.8 ABSENCE OF UNDISCLOSED LIABILITIES.

     Except as set forth in Section 7.8 of the WiderThan Disclosure Memorandum,
no WiderThan Entity has any Liabilities that are reasonably likely to have,
individually or in the aggregate, a WiderThan Material Adverse Effect, except
Liabilities which are accrued or reserved against in the consolidated balance
sheets of WiderThan as of March 31, 2004, included in the WiderThan Financial
Statements delivered prior to the date of this Agreement or reflected in the
notes thereto. No WiderThan Entity has incurred or paid any Liability since
March 31, 2004, except for such Liabilities incurred or paid (i) in the ordinary
course of business consistent with past business practice and which are not
reasonably likely to have, individually or in the aggregate, a WiderThan
Material Adverse Effect or (ii) in connection with the transactions contemplated
by this Agreement.


                                      -27-



7.9 ABSENCE OF CERTAIN CHANGES OR EVENTS.

     Since March 31, 2004, except as disclosed in the WiderThan Financial
Statements delivered prior to the date of this Agreement or as disclosed in
Section 7.9 of the WiderThan Disclosure Memorandum, there have been no events,
changes, or occurrences which have had, or are reasonably likely to have,
individually or in the aggregate, a WiderThan Material Adverse Effect.

7.10 TAX MATTERS.

     (a) Except as set forth in Section 7.10(a) of the WiderThan Disclosure
Memorandum, all WiderThan Entities have timely filed with the appropriate Taxing
authorities all material Tax Returns in all jurisdictions in which Tax Returns
are required to be filed and such are correct and complete in all material
respects. None of the WiderThan Entities is the beneficiary of any extension of
time within which to file any Tax Return. All Taxes of the WiderThan Entities
(whether or not shown on any Tax Return) have been fully and timely paid or
contested in good faith, in which case adequate reserves have been established
on the WiderThan Financial Statements. There are no Liens for any Taxes (other
than a Lien for current real property or ad valorem Taxes not yet due and
payable) on any of the Assets of any WiderThan. To the Knowledge of WiderThan,
no claim has ever been made by an authority in a jurisdiction where any
WiderThan Entity does not file a Tax Return that such WiderThan Entity may be
subject to Taxes by that jurisdiction.

     (b) Except as set forth in Section 7.10(b) of the WiderThan Disclosure
Memorandum, WiderThan has not received any notice of assessment or proposed
assessment in connection with any Taxes, and there are no pending, or, to the
Knowledge of WiderThan, threatened disputes, claims, audits or examinations
regarding any Taxes of WiderThan. WiderThan has not waived any statute of
limitations in respect of any Taxes, nor agreed to a Tax assessment or
deficiency.

     (c) Except as set forth in Section 7.10(c) of the WiderThan Disclosure
Memorandum, each WiderThan Entity has complied with all applicable Laws, rules
and regulations relating to the withholding of Taxes and the payment thereof to
appropriate authorities, including Taxes required to have been withheld and paid
in connection with amounts paid or owing to any employee or independent
contractor, and Taxes required to be withheld and paid pursuant to Sections 1441
and 1442 of the Code or similar provisions under foreign Law.

     (d) The unpaid Taxes of each WiderThan Entity (i) did not, as of the most
recent fiscal month end, exceed the reserve for Tax Liability (rather than any
reserve for deferred Taxes established to reflect timing differences between
book and Tax income) set forth on the face of the most recent balance sheet
(rather than in any notes thereto) for such WiderThan Entity and (ii) do not
exceed that reserve as adjusted for the passage of time through the Closing Date
in accordance with past custom and practice of the WiderThan Entities in filing
their Tax Returns.

     (e) None of the WiderThan Entities is a party to any Tax allocation or
sharing agreement and none of the WiderThan Entities has been a member of an
affiliated group filing a consolidated federal income Tax Return (other than a
group the common parent of which was


                                      -28-



WiderThan) or has any Tax Liability of any Person under Treasury Regulation
Section 1.1502-6 or any similar provision of state, local or foreign Law (other
than the other members of the consolidated group of which WiderThan is parent),
or as a transferee or successor, by contract or otherwise.

     (f) Except as set forth in Section 7.10(f) of the WiderThan Disclosure
Memorandum, each of the WiderThan Entities is in compliance with, and its
records contain all information and documents necessary to comply with, all
applicable information reporting and Tax withholding requirements under
applicable Tax Laws.

7.11 ASSETS.

     (a) Except as disclosed in Section 7.11(a) of the WiderThan Disclosure
Memorandum or as disclosed or reserved against in the WiderThan Financial
Statements, the WiderThan Entities have good and marketable title, free and
clear of all Liens, to all of their respective tangible Assets which are
material to their respective business, except for any such Liens or other
defects of title which are not reasonably likely to have a WiderThan Material
Adverse Effect. All tangible properties used in the businesses of WiderThan are
in good condition, reasonable wear and tear excepted, and are usable in the
ordinary course of business consistent with WiderThan's past practices.

     (b) The accounts receivable of the WiderThan Entities as set forth on the
most recent balance sheet included in the WiderThan Financial Statements or
arising since the date thereof are valid and genuine; have arisen solely out of
bona fide sales and deliveries of goods, performance of services and other
business transactions in the ordinary course of business consistent with past
practice; to the Knowledge of WiderThan are not subject to valid defenses,
set-offs or counterclaims and, in the case of accounts receivable appearing on
the most recent balance sheet included in the WiderThan Financial Statements,
includes an allowance for collection losses on such balance sheet determined in
accordance with GAAP. Except as set forth on Section 7.11(b) of the WiderThan
Disclosure Memorandum, WiderThan has the sole right to collect and recover such
accounts receivable, free and clear of all Liens.

     (c) Except as set forth in Section 7.11(c) of the WiderThan Disclosure
Memorandum, all Assets which are material to WiderThan's business on a
consolidated basis, held under leases or subleases by any of the WiderThan
Entities, are held under valid Contracts enforceable in accordance with their
respective terms (except as enforceability may be limited by applicable
bankruptcy, insolvency, reorganization, moratorium, or other Laws affecting the
enforcement of creditors' rights generally and except that the availability of
the equitable remedy of specific performance or injunctive relief is subject to
the discretion of the court before which any proceedings may be brought), and
each such Contract is in full force and effect.

     (d) The WiderThan Entities currently maintain adequate insurance in terms
of amounts, scope and coverage. None of the WiderThan Entities has received
notice from any insurance carrier that (i) such insurance will be canceled or
that coverage thereunder will be reduced or eliminated, or (ii) premium costs
with respect to such policies of insurance will be substantially increased.
There are presently no claims for amounts exceeding in any individual case
$25,000


                                      -29-



pending under such policies of insurance and no notices of claims in excess of
such amounts have been given by any WiderThan Entity under such policies.

     (e) Except as set forth in Section 7.11(e) of the WiderThan Disclosure
Memorandum, the Assets of the WiderThan Entities include all Assets required to
operate the business of the WiderThan Entities as presently conducted.

7.12 INTELLECTUAL PROPERTY.

     (a) Except as set forth in Section 7.12(a) of the WiderThan Disclosure
Memorandum, (i) each WiderThan Entity owns or has a license to use all of the
Intellectual Property used by such WiderThan Entity in the course of its
business including sufficient rights in each copy possessed by each WiderThan
Entity, (ii) each WiderThan Entity is the owner of or has a license, with the
right to sublicense, to any Intellectual Property sold or licensed to a third
party by such WiderThan Entity in connection with such WiderThan Entity's
business operations, and such WiderThan Entity has the right to convey by sale
or license any Intellectual Property so conveyed, (iii) no WiderThan Entity is
in Default under any of its Intellectual Property licenses and all such
Intellectual Property licenses currently used in and material to WiderThan
business are currently in full force and effect, (iv) no proceedings have been
instituted, or are pending or, to the Knowledge of WiderThan, threatened, which
challenge the rights of any WiderThan Entity with respect to Intellectual
Property used, sold or licensed by such WiderThan Entity in the course of its
business, nor has any person claimed or alleged any rights to such Intellectual
Property, (v) the conduct of the business of the WiderThan Entities does not
infringe any Intellectual Property of any other person, and (vi) no WiderThan
Entity is obligated to pay any royalties to any Person with respect to any such
Intellectual Property.

     (b) Except as disclosed in Section 7.12(b) of the WiderThan Disclosure
Memorandum, every officer or employee of any WiderThan Entity is a party to a
Contract which requires such officer or employee to assign any interest in any
Intellectual Property to a WiderThan Entity and to keep confidential any trade
secrets, proprietary data, customer information, or other business information
of a WiderThan Entity, and, to the Knowledge of WiderThan, no such officer or
employee is party to any Contract with any Person other than a WiderThan Entity
which requires such officer or employee to assign any interest in any
Intellectual Property to any Person other than a WiderThan Entity or to keep
confidential any trade secrets, proprietary data, customer information, or other
business information of any Person other than a WiderThan Entity.

     (c) Except as disclosed in Section 7.12(c) of the WiderThan Disclosure
Memorandum, to the Knowledge of WiderThan, no officer, director or employee of
any WiderThan Entity is party to any Contract which restricts or prohibits such
officer, director or employee from engaging in activities competitive with any
Person, including any WiderThan Entity.

7.13 ENVIRONMENTAL MATTERS.

     Except as would not have a WiderThan Material Adverse Effect: (a) WiderThan
is in compliance with all Laws relating to environmental matters; (b) WiderThan
has all Permits required under any applicable Laws and is in compliance with
their respective requirements; and


                                      -30-



(c) there are no pending or, to WiderThan's Knowledge, threatened claims under
applicable environmental Laws against WiderThan.

7.14 COMPLIANCE WITH LAWS.

     Each WiderThan Entity has in effect all Permits necessary for it to own,
lease or operate its material Assets and to carry on its business as now
conducted, except for those Permits the absence of which are not reasonably
likely to have, individually or in the aggregate, a WiderThan Material Adverse
Effect, and there has occurred no Default under any such Permit, other than
Defaults which could not reasonably be anticipated to have, individually or in
the aggregate, a WiderThan Material Adverse Effect. Except as disclosed in
Section 7.14 of the WiderThan Disclosure Memorandum, none of the WiderThan
Entities:

     (a) is in Default under its Articles of Incorporation or Bylaws (or other
governing instruments), as applicable; or

     (b) is in Default under any Laws, Orders or Permits applicable to its
business or employees conducting its business, except for Defaults which could
not reasonably be anticipated to have, individually or in the aggregate, a
WiderThan Material Adverse Effect; or

     (c) since January 1, 2001, has received any notification or communication
from any agency or department of government or any Regulatory Authority or the
staff thereof (i) asserting that any WiderThan Entity is not, or may not be, in
compliance with any Laws or Orders, where such noncompliance is reasonably
likely to have, individually or in the aggregate, a WiderThan Material Adverse
Effect, (ii) threatening to revoke any Permits, the revocation of which is
reasonably likely to have, individually or in the aggregate, a WiderThan
Material Adverse Effect, or (iii) requiring any WiderThan Entity to enter into
or consent to the issuance of a cease and desist order, formal agreement,
directive, commitment or memorandum of understanding, or to adopt any board
resolution or similar undertaking, which restricts materially the conduct of its
business, or in any manner relates to its employment decisions, its employment
or safety policies or practices, its management, or the payment of dividends.

7.15 LABOR AND EMPLOYEE RELATIONS.

     Except as set forth in Section 7.15 of the WiderThan Disclosure Memorandum,
WiderThan is not the subject of any Litigation or material disputes involving
its employees or asserting that it has committed an unfair labor practice or
other violation of applicable labor or employment Law, nor to the Knowledge of
WiderThan is any such Litigation threatened.

7.16 MATERIAL CONTRACTS.

     (a) The "WiderThan Material Contracts" shall be deemed to include any
Contract (other than the Personal Property Leases) pursuant to which WiderThan
has any rights or benefits or undertakes any obligations or liabilities, in each
case that:

          (i) has a duration of one year or more and are not terminable without
     penalty upon 90 days or less prior written notice by any party;


                                      -31-



          (ii) requires or could reasonably be expected to require any party
     thereto to pay $100,000 or more in any twelve month period;

          (iii) requires or could require any severance or retention payments to
     employees after the date hereof; or

          (iv) involve any lease or license of Intellectual Property to or from
     any third party.

     (b) Except as set forth in Section 7.16(b) of the WiderThan Disclosure
Memorandum, (i) all of the WiderThan Material Contracts are in full force and
effect, WiderThan is not in material default under, and to the Knowledge of
WiderThan, no event has occurred which, with the passage of time or giving of
notice or both, would result in WiderThan being in material default under, any
of the terms of the WiderThan Material Contracts, (ii) none of the WiderThan
Material Contracts requires the consent of any other party thereto in connection
with the transactions contemplated by this Agreement and (iii) none of the
WiderThan Material Contracts contains a "non-compete" or "exclusivity" or
similar provision that prohibits or restricts any WiderThan Entity from engaging
in any business activities in any geographic area, line of business or with any
other Person.

     (c) WiderThan has made available to Ztango or its representatives copies of
all the WiderThan Material Contracts.

7.17 LEGAL PROCEEDINGS.

     Except as set forth in Section 7.17 of the WiderThan Disclosure Memorandum,
(a) there are no outstanding Orders that related to WiderThan; and (b) there is
no Litigation instituted or pending, or, to the Knowledge of WiderThan,
threatened against any WiderThan Entity, or against any director or employee of
any WiderThan Entity, or against any Asset, interest, or right of any of them,
that is reasonably likely to have, individually or in the aggregate, a WiderThan
Material Adverse Effect.

7.18 REPORTS; BOOKS AND RECORDS.

     (a) Except as set forth in Section 7.18(a) of the WiderThan Disclosure
Memorandum, since January 1, 2002, each WiderThan Entity has filed all reports
and statements, together with any amendments required to be made with respect
thereto, that it was required to file with Regulatory Authorities (except, in
the case of state securities authorities, failures to file which are not
reasonably likely to have, individually or in the aggregate, a WiderThan
Material Adverse Effect). As of their respective dates, each of such reports and
documents, including the financial statements, exhibits, and schedules thereto,
complied in all material respects with all applicable Laws. As of its respective
date, each such report and document did not, in all material respects, contain
any untrue statement of a material fact or omit to state a material fact
required to be stated therein or necessary to make the statements made therein,
in light of the circumstances under which they were made, not misleading.


                                      -32-



     (b) Each of WiderThan and its Subsidiaries maintains accurate books and
records reflecting its Assets and Liabilities and maintains proper and adequate
internal accounting controls which provide assurance that (a) transactions are
executed with management's authorization; (b) transactions are recorded as
necessary to permit preparation of the financial statements of WiderThan and to
maintain accountability for WiderThan's consolidated Assets; (c) access to
WiderThan's Assets is permitted only in accordance with management's
authorization; (d) the reporting of WiderThan's Assets is compared with existing
Assets at regular intervals and (e) accounts, notes and other receivables and
inventory are recorded accurately, and proper and adequate procedures are
implemented to effect the collection thereof on a current and timely basis.

7.19 STATEMENTS TRUE AND CORRECT.

     (a) No statement, certificate, or other writing required to be furnished by
any WiderThan Entity or any certifying officer of any WiderThan Entity in or
pursuant to the Transaction Documents contains or will contain any untrue
statement of material fact or will omit to state a material fact necessary to
make the statements therein, in light of the circumstances under which they were
made, not misleading.

     (b) None of the information supplied or to be supplied by any WiderThan
Entity for inclusion in the Proxy Statement to be mailed to each of the Ztango
stockholders in connection with the approval of the Acquisition Transactions,
and any other documents to be filed by any WiderThan Entity with any other
Regulatory Authority in connection with the Acquisition Transactions, will, at
the respective time such documents are filed, and with respect to the Proxy
Statement, when first mailed to the stockholders of Ztango, be false or
misleading with respect to any material fact, or omit to state any material fact
necessary to make the statements therein, in light of the circumstances under
which they were made, not misleading, or, in the case of the Proxy Statement or
any amendment thereof or supplement thereto, be false or misleading with respect
to any material fact, or omit to state any material fact necessary to correct
any statement in any earlier communication with respect to the solicitation of
any consent to the Acquisition Transactions.

     (c) All documents that any WiderThan Entity is responsible for filing with
any Regulatory Authority in connection with the Acquisition Transactions will
comply as to form in all material respects with the provisions of applicable
Law.

7.20 TAX AND REGULATORY MATTERS.

     No WiderThan Entity has taken or agreed to take any action or has any
Knowledge of any fact or circumstance that is reasonably likely to (i) prevent
the Acquisition Transactions from qualifying as a tax-free reorganization within
the meaning of Section 368(a) of the Code, or (ii) materially impede or delay
receipt of any Consents of Regulatory Authorities referred to in Section 11.1(b)
or result in the imposition of a condition or restriction of the type referred
to in the last sentence of such Section.


                                      -33-



7.21 BOARD RECOMMENDATION.

     The Board of Directors of WiderThan, at a meeting duly called and held, has
by the requisite vote of the directors present, determined that this Agreement
and the transactions contemplated hereby, including the Acquisition Transactions
and all other transactions contemplated thereby, taken together, are fair to and
in the best interests of the stockholders.

7.22 INVESTMENT INTENT

     WiderThan is acquiring the Ztango Stock for its own account and not with a
view to their distribution within the meaning of Section 2(11) of the Securities
Act. WiderThan is an "accredited investor" as such term is defined in Rule 501
or Regulation D of the Securities Act.

7.23 BROKER'S, Finder's or Similar Fees

     Except as set forth in Section 7.23 of the WiderThan Disclosure Memorandum,
there are no brokerage commissions, finder's fees or similar fees or commissions
payable by WiderThan in connection with the transactions contemplated hereby
based on any agreement, arrangement or understanding with WiderThan or any
action taken by any such Person.

               ARTICLE 8 CONDUCT OF BUSINESS PENDING CONSUMMATION

8.1 AFFIRMATIVE COVENANTS OF ZTANGO.

     From the date of this Agreement until the earlier of (i) the Effective
Time, or (ii) the termination of this Agreement, unless the prior written
consent of WiderThan shall have been obtained, and except as otherwise expressly
contemplated herein, Ztango shall (A) operate its business only in the usual,
regular, and ordinary course, (B) preserve intact its business organization and
Assets and maintain its rights and franchises, and (C) take no action which
would (1) materially adversely affect the ability of any Party to obtain any
Consents required for the transactions contemplated hereby without imposition of
a condition or restriction of the type referred to in the last sentence of
Section 11.1(b), or (2) materially adversely affect the ability of any Party to
perform its covenants and agreements under this Agreement.

8.2 NEGATIVE COVENANTS OF ZTANGO.

     From the date of this Agreement until the earlier of the Effective Time or
the termination of this Agreement, unless the prior written consent of WiderThan
shall have been obtained, and except as to actions explicitly required to be
taken pursuant to this Agreement, Ztango covenants and agrees that it will not
do or agree or commit to do (and, with respect to 8.2(r) only, the participating
Ztango Stockholders covenant and agree that they will not do or agree or commit
to do), any of the following:

     (a) amend the Certificate of Incorporation or Bylaws of Ztango;


                                      -34-



     (b) except as set forth in Section 8.2(b) of the Ztango Disclosure
Memorandum, incur any additional debt obligation or other obligation for
borrowed money in excess of an aggregate of $20,000 except in the ordinary
course of the business of Ztango, consistent with past practices, or impose, or
suffer the imposition, on any Asset of Ztango of any Lien or permit any such
Lien to exist (other than in connection with Liens in effect as of the date
hereof that are disclosed in the Ztango Disclosure Memorandum);

     (c) repurchase, redeem, or otherwise acquire or exchange (other than
exchanges in the ordinary course under employee benefit plans), directly or
indirectly, any shares, or any securities convertible into any shares, of the
capital stock of Ztango, or declare or pay any dividend or make any other
distribution in respect of Ztango's capital stock;

     (d) except as disclosed in Section 8.2(d) of the Ztango Disclosure
Memorandum, issue, sell, pledge, encumber, authorize the issuance of, enter into
any Contract to issue, sell, pledge, encumber, or authorize the issuance of, or
otherwise permit to become outstanding, any additional shares of Ztango Stock,
or any stock appreciation rights, or any option, warrant, or other Equity Right;

     (e) adjust, split, combine or reclassify any capital stock of Ztango or
issue or authorize the issuance of any other securities in respect of or in
substitution for shares of Ztango Stock, or sell, lease, mortgage or otherwise
dispose of or otherwise encumber (i) any shares of capital stock of Ztango or
(ii) any Asset other than in the ordinary course of business for reasonable and
adequate consideration;

     (f) except for purchases of U.S. Treasury securities or U.S. Government
agency securities, which in either case have maturities of three years or less,
purchase any securities or make any material investment, either by purchase of
stock or securities, contributions to capital, Asset transfers, or purchase of
any Assets, in any Person, or otherwise acquire direct or indirect control over
any Person, other than in connection with foreclosures in the ordinary course of
business;

     (g) grant any increase in compensation or benefits to the employees or
officers of Ztango; pay any severance or termination pay or any bonus other than
pursuant to written policies or written Contracts in effect on the date of this
Agreement and disclosed in Section 8.2(g) of the Ztango Disclosure Memorandum;
and enter into or amend any severance agreements with employees, officers or
directors of any Ztango Entity; grant any material increase in fees or other
increases in compensation or other benefits to directors of any Ztango Entity
except in accordance with past practice disclosed in Section 8.2(g) of the
Ztango Disclosure Memorandum or waive any stock repurchase rights, accelerate,
amend or change the vesting schedule or period of exercisability of any Equity
Rights or restricted stock, or reprice Equity Rights granted under the Ztango
Stock Plan or authorize cash payments in exchange for any Equity Rights;

     (h) enter into or amend any employment Contract between Ztango and any
Person (unless such amendment is required by Law) that Ztango does not have the
unconditional right to terminate without Liability (other than Liability for
services already rendered), at any time on or after the Effective Time;


                                      -35-



     (i) except as set forth in Section 8.2(i) of the Ztango Disclosure
Memorandum, hire or retain any Person as a part-time or full-time employee at
Ztango or any ERISA Affiliate without the prior written approval of WiderThan;

     (j) adopt any new employee benefit plan of Ztango or terminate or withdraw
from, or make any material change in or to, any existing employee benefit plans
of Ztango other than any such change that is required by Law or that, in the
opinion of counsel, is necessary or advisable to maintain the tax qualified
status of any such plan, or make any distributions from such employee benefit
plans, except as required by Law, the terms of such plans or consistent with
past practice;

     (k) make any significant change in any Tax or accounting methods or systems
of internal accounting controls, except as may be appropriate to conform to
changes in Tax Laws or regulatory accounting requirements or GAAP;

     (l) commence any Litigation other than in accordance with past practice,
settle any Litigation involving any Liability of Ztango for material money
damages or restrictions upon the operations of Ztango;

     (m) except in the ordinary course of business consistent with past business
practice or otherwise as set forth in Section 8.2(m) of the Ztango Disclosure
Memorandum, enter into, modify, amend or terminate any material Contract or
waive, release, compromise or assign any material rights or claims;

     (n) except in the ordinary course of business, make expenditures or take
any action that would adversely affect the proposed schedule of targeted Working
Capital and related components set forth in Section 8.2(n) of the Ztango
Disclosure Memorandum;

     (o) permit any Ztango employee to exercise any Ztango Option or other
Equity Right;

     (p) create or form any Subsidiary without the prior written approval of
WiderThan;

     (q) loan or agree to loan any money to any Person; or

     (r) permit any sale, transfer, gift, or other disposition of any shares of
Ztango Stock that would result in the offering of the WiderThan Stock to fifty
(50) or more persons.

8.3 COVENANTS OF WIDERTHAN.

     (a) Prior to the Closing, except as necessary to effect the transactions
contemplated by this Agreement, WiderThan shall (i) in all material respects
operate WiderThan's business as presently operated and only in the ordinary
course and consistent with past practice, (ii) use commercially reasonable
efforts to preserve the value of the business of WiderThan, and (iii) use
commercially reasonable efforts to preserve WiderThan's relationships with and
the goodwill of its customers, suppliers, employees and other Persons having
business dealings with WiderThan.


                                      -36-



     (b) Without limiting the generality of Section 8.3(a), and except as
otherwise disclosed in this Agreement or as necessary to effect the transactions
contemplated by this Agreement, or except with the prior approval of Ztango
(which shall not be unreasonably withheld, conditioned or delayed), WiderThan
shall not:

          (i) declare or pay any dividend or make any other distribution with
respect to its capital stock;

          (ii) issue, sell, pledge, redeem, dispose of or encumber, or enter
into any Contract to issue, pledge, sell, redeem, dispose of or encumber, any of
its capital stock;

          (iii) amend its Articles of Incorporation;

          (iv) except as set forth in Section 8.3(b) of the WiderThan Disclosure
Memorandum, make or authorize or commit for any capital expenditures other than
in amounts not exceeding $2,000,000 in the aggregate;

          (v) make any acquisition of, or investment in, assets or stock of any
other Person, in excess of $2,000,000 in the aggregate (other than in the course
of ordinary course investment activities); or

          (vi) enter into or engage in, as its primary business, any business
other than wireless telecommunications services and related applications
business; or

          (vii) agree in writing or otherwise to take any of the actions
described above in this Section 8.3(b).

8.4 ADVERSE CHANGES IN CONDITION.

     Each of WiderThan and Ztango agrees to give written notice promptly to the
other upon becoming aware of the occurrence or impending occurrence of any event
or circumstance relating to it or any of its Subsidiaries which (i) is
reasonably likely to have, individually or in the aggregate, a Ztango Material
Adverse Effect or a WiderThan Material Adverse Effect, as applicable, or (ii)
would cause or constitute a material breach of any of its representations,
warranties, or covenants contained herein, and to use its reasonable efforts to
prevent or promptly to remedy the same.

8.5 REPORTS.

     Each of WiderThan, Newco, and Ztango shall file all reports required to be
filed by it with Regulatory Authorities between the date of this Agreement and
the Effective Time and shall deliver to one another copies of all such reports
promptly after the same are filed. If financial statements are contained in any
such reports filed with the SEC (or its equivalent in any other jurisdiction),
such financial statements will fairly present the consolidated financial
position of the entity filing such statements as of the dates indicated and the
consolidated results of operations, changes in shareholders' equity, and cash
flows for the periods then ended in accordance with GAAP (subject in the case of
interim financial statements to normal recurring


                                      -37-



year-end adjustments that are not material) and shall otherwise be prepared in
accordance with Laws applicable to such reports.

8.6 INVESTIGATIONS; PRE-CLOSING ACCESS.

     (a) Prior to the Closing Date, WiderThan shall be entitled, through its
employees and representatives, to make such investigation of the assets,
liabilities, business and operations of Ztango, and such examination of the
books and records of Ztango, as the WiderThan may reasonably request; provided,
however, that WiderThan shall not have any contact with any vendors or customers
of Ztango or other similar third parties without the prior written consent of
Ztango, which consent shall not unreasonably be withheld. Any investigation,
examination or interview by WiderThan of Ztango's employees or access pursuant
to any of the provisions of this Section 8.6(a) shall only be conducted or occur
at reasonable times upon reasonable prior notice; and each of the parties
hereto, and its respective employees and representatives, including, without
limitation, counsel, investment bankers, and independent public accountants,
shall cooperate with the other's employees and representatives, as the case may
be, in connection with such review and examination.

     (b) Prior to the Closing Date, Ztango and the Participating Ztango
Stockholders shall be entitled, through their employees and representatives, to
make such investigation of the assets, liabilities, business and operations of
WiderThan, and such examination of the books and records of WiderThan, as the
Ztango Stockholders may reasonably request; provided, however, that the Ztango
Stockholders shall not have any contact with any vendors or customers of
WiderThan or other similar third parties without the prior written consent of
WiderThan, which consent shall not unreasonably be withheld. Any investigation,
examination or interview by the Ztango Stockholders of WiderThan's employees or
access pursuant to any of the provisions of this Section 8.6(b) shall only be
conducted or occur at reasonable times upon reasonable prior notice; and each of
the parties hereto, and its respective employees and representatives, including,
without limitation, counsel, investment bankers, and independent public
accountants, shall cooperate with the other's employees and representatives, as
the case may be, in connection with such review and examination.

8.7 FURTHER ASSURANCES.

     On and after the Effective Date, WiderThan, Newco, Ztango, and the
Participating Ztango Stockholders, each as reasonably requested from time to
time by the other parties, shall take all reasonably appropriate action and
execute any additional documents, instruments or conveyances of any kind (not
containing additional representations and warranties) which may be reasonably
necessary to carry out any of the provisions of this Agreement.

8.8 DELIVERY OF WORKING CAPITAL, TRANSACTION EXPENSES, OBJECTIONS TO CAPITAL
STRUCTURE

     (a) Not later than five business days before the scheduled Closing Date,
Ztango shall deliver to WiderThan a statement of Working Capital as of the most
recent practicable date, with


                                      -38-



such statement to include a detailed breakdown of the components of Working
Capital as set forth in Section 8.2(n) of the Ztango Disclosure Memorandum.

     (b) Not later than five business days before the scheduled Closing Date,
Ztango shall deliver to WiderThan (i) a statement of all Transaction Expenses
incurred through the most recent practicable date, (ii) copies of invoices
supporting such Transaction Expenses, and (iii) a reasonable, good faith
estimate of any additional Transaction Expenses to be incurred by Ztango. At any
time after the date hereof and prior to Closing, Ztango shall provide notice to
WiderThan by facsimile and email within one business day of the payment of any
Transaction Expense.

     (c) Not later than five business days before the scheduled Closing Date,
Ztango shall notify WiderThan of whether Ztango deems the closing condition set
forth in Section 11.3(j) satisfied.

8.9 TERMINATION OF CERTAIN ZTANGO AGREEMENTS.

     No later than immediately before the Effective Time, Ztango and the
Participating Ztango Stockholders shall terminate (i) the Registration Rights
Agreement dated May 14, 2003, and (ii) the Stockholders' Agreement dated March
14, 2003, each by and among Ztango and the holders of Ztango Series A Preferred
Stock.

8.10 ZTANGO STOCK OPTIONS.

     Consistent with Section 3.4(d) hereof, the Board of Directors of Ztango, or
any appropriate subcommittee thereof, shall adopt a resolution, which shall
remain in full force and effect through the Effective Time, providing for the
cancellation immediately prior to the Effective Time of any Ztango Options then
outstanding not already forfeited, exchanged, or cashed-out by such holder of
Ztango Options.

8.11 INDEMNIFICATION OF DIRECTORS AND OFFICERS

     (a) All rights to indemnification now existing in favor of any director or
officer of Ztango (the "Ztango Corporate Officials"), as provided in the
certificate of incorporation of Ztango, in agreements between any Ztango
Corporate Official and Ztango, or otherwise in effect on the date of this
Agreement, shall continue in full force and effect for a period of not less than
six years after the Closing Date.

     (b) The Surviving Corporation shall indemnify all Ztango Corporate
Officials in accordance with its certificate of incorporation and bylaws as of
the date hereof with respect to all acts and omissions arising out of or
relating to their services as directors or officers of the Ztango occurring
prior to the Closing Date.

     (c) To the extent available pursuant to standard insurance rates without
necessitating premium underwriting, the Surviving Corporation shall maintain in
effect for at least six years after the Closing Date the current policies of
directors', managers' and officers' liability insurance maintained by Ztango or
policies of at least the same coverage and amounts containing terms and
conditions which are no less advantageous with respect to claims arising out of
or


                                      -39-



relating to events which occurred before or on the Closing Date. In order to
satisfy this obligation, the parties acknowledge and agree that, prior to the
Closing Date and in consultation with WiderThan, Ztango shall purchase a "tail"
policy under Ztango's existing directors', managers' and officers' insurance
policy which (i) has an effective term of six years from the Closing Date, (ii)
covers those persons who are currently covered by Ztango's directors' and
officers' insurance policy in effect as of the date hereof, (iii) contains terms
and conditions which are no less advantageous with respect to claims arising out
of or relating to events which occurred before or on the Closing Date, and (iv)
shall involve total underwriting costs (including premium payments for the term
of such policy) not in excess of $20,000.

     (d) The current and former directors, managers and officers of Ztango are
intended third party beneficiaries of this Section 8.10 and may specifically
enforce its terms.

8.12 COVENANTS OF PARTICIPATING ZTANGO STOCKHOLDERS

     (a) Each of the Participating Ztango Stockholders covenants to vote all
shares of Ztango Stock held by them at any meeting of Ztango stockholders, and
to execute any written consent solicited in lieu thereof, in favor of approval
of the Merger and the Stock Purchase and in favor of adoption of this Agreement
and the Transaction Documents.

     (b) Each of the Participating Ztango Stockholders covenants and agrees
that, between the date hereof and the earlier of the Closing or the termination
of this Agreement, such Participating Ztango Stockholder shall not sell, pledge,
assign, transfer, encumber, hypothecate, or otherwise dispose of any of such
Participating Ztango Stockholders shares of Ztango Stock.

                        ARTICLE 9 ADDITIONAL AGREEMENTS

9.1 STOCKHOLDER APPROVAL; PROXY STATEMENT.

     (a) As soon as practicable after the execution of this Agreement, Ztango
shall prepare, with the cooperation of WiderThan, a proxy statement in
accordance with Section 251(c) of the DGCL for all holders of record of Ztango
Stock that are not original signatories hereto to approve this Agreement and the
transactions contemplated hereby and thereby (the "Proxy Statement"). WiderThan
and Ztango shall each use commercially reasonable efforts to cause the Proxy
Statement to comply with applicable Laws. Each of WiderThan and Ztango agrees to
provide promptly to the other such information concerning its business and
financial statements and affairs as, in the reasonable judgment of the providing
party or its counsel, may be required or appropriate for inclusion in the Proxy
Statement, or in any amendments or supplements thereto, and to cause its counsel
and auditors to cooperate with the other's counsel and auditors in the
preparation of the Proxy Statement. Ztango will promptly advise WiderThan, and
WiderThan will promptly advise Ztango, in writing if at any time prior to the
Effective Time either Party shall obtain knowledge of any facts that might make
it necessary or appropriate to amend or supplement the Proxy Statement in order
to make the statements contained or incorporated by reference therein not
misleading or to comply with applicable law. The Proxy Statement shall contain
the recommendation of the Board of Directors of Ztango that the Ztango


                                      -40-



stockholders approve the Merger and adopt this Agreement and the conclusion of
the Board of Directors that the terms and conditions of the Merger are
advisable, fair to, and in the best interests of the stockholders of Ztango.
Anything to the contrary contained herein notwithstanding, Ztango shall not
include in the Proxy Statement any information with respect to WiderThan or its
affiliates or associates, the form and content of which information shall not
have been approved by WiderThan prior to such inclusion.

     (b) Upon execution of this Agreement, Ztango shall use commercially
reasonable efforts to secure the affirmative vote of all stockholders of Ztango
in favor of the Merger, adoption of this Agreement, and approval of the other
transactions contemplated hereby. Any holder of Ztango Stock not originally a
signatory hereto that decides, at any point after the date of this Agreement and
prior to the Closing Date, to join this Agreement may become a Participating
Ztango Stockholder by execution a joinder agreement in form and substance
reasonably satisfactory to each of WiderThan, Ztango, and Agent. Upon the
execution of such joinder agreement, and the satisfaction of the other terms and
conditions contained in this Agreement (including, but not limited to,
demonstration of such person or entity's status as an accredited investor), such
holder shall be entitled to subscribe to the number of shares of WiderThan Stock
as would have been allocated to such holder had he, she, or it executed this
Agreement as of the date hereof, and, with the consent of Ztango, WiderThan and
such joining Participating Ztango Stockholder, each of Schedule 1.2 and Exhibit
1 shall be amended to reflect such holder's status as a Participating Ztango
Stockholder.

9.2 ACCREDITED INVESTOR QUESTIONNAIRES.

     Each Participating Ztango Stockholder shall execute and deliver to
WiderThan an accredited investor questionnaire, substantially in the form
attached as Exhibit 6 (the "Stockholder Accredited Investor Certificate"), to
cause WiderThan to be reasonably satisfied that the shares of WiderThan Stock to
be issued in connection with the Stock Purchase are exempt from registration
pursuant to Section 4(2) of the Securities Act and Regulation D promulgated
thereunder. Any other provision of this Agreement notwithstanding, no person
shall be able to purchase shares of WiderThan Stock without first delivering
such a Stockholder Accredited Investor Certificate, completed in a manner that
is reasonably satisfactory to WiderThan. The Participating Ztango Stockholders
acknowledge and agree that WiderThan will be relying upon the representations
made by each Participating Ztango Stockholder in the applicable Stockholder
Accredited Investor Certificate in connection with the issuance of WiderThan
Stock to such stockholder. The shares of WiderThan Stock so issued pursuant to
this Agreement will not be registered under the Securities Act and will
constitute "restricted securities" within the meaning of the Securities Act, and
the certificates representing the shares of WiderThan Stock shall bear
appropriate legends to identify such privately placed shares as being restricted
under the Securities Act, to comply with applicable state securities laws and,
if applicable, to notice the restrictions on transfer of such shares.

9.3 OTHER OFFERS, ETC.

     (a) Neither Ztango (including its officers, directors, and employees) nor
the Participating Ztango Stockholders that are holders of Ztango's Preferred
Stock shall directly or indirectly


                                      -41-



(i) solicit, initiate, encourage or induce the making, submission or
announcement of any Acquisition Proposal, (ii) participate in any discussions or
negotiations regarding, or furnish to any Person or "Group" (as such term is
defined in Section 13(d) under the Exchange Act) any nonpublic information with
respect to, or take any other action to facilitate any inquiries or the making
of any proposal that constitutes or may reasonably be expected to lead to, any
Acquisition Proposal, (iii) approve, endorse or recommend any Acquisition
Proposal, or (iv) enter into any Acquisition Agreement contemplating or
otherwise relating to any Competing Transaction; provided however, that this
Section 9.3(a) shall not prohibit Ztango from furnishing nonpublic information
regarding Ztango to, or entering into a confidentiality agreement or discussions
or negotiations with, any Person or Group in response to a bona fide unsolicited
written Acquisition Proposal submitted by such Person or Group (and not
withdrawn) if (A) neither Ztango (including its officers, directors and
employees) nor any Representative thereof nor any Participating Ztango
Stockholder shall have violated any of the restrictions set forth in this
Section 9.3, (B) the Board of Directors of Ztango determines in its good faith
judgment (based on, among other things, the advice of Ztango Financial Advisor
or any other financial advisor of nationally recognized reputation) that such
Acquisition Proposal constitutes a Superior Proposal, (C) the Board of Directors
of Ztango concludes in good faith, after consultation with its outside legal
counsel, that the failure to take such action would be inconsistent with its
fiduciary duties, as such duties would exist in the absence of this Section 9.3,
to the stockholders of Ztango under applicable Law, (D) (1) at least two
business days prior to furnishing any such nonpublic information to, or entering
into discussions or negotiations with, such Person or Group, Ztango gives
WiderThan written notice of the identity of such Person or Group and of Ztango's
intention to furnish nonpublic information to, or enter into discussions or
negotiations with, such Person or Group, and (2) Ztango receives from such
Person or Group an executed confidentiality agreement containing terms no less
favorable to the disclosing party than the terms of the Confidentiality
Agreement and (E) contemporaneously with furnishing any such nonpublic
information to such Person or Group, Ztango furnishes such nonpublic information
to WiderThan (to the extent such nonpublic information has not been previously
furnished by Ztango to WiderThan). In addition to the foregoing, Ztango shall
provide WiderThan with at least two business days prior written notice of a
meeting of the Board of Directors of Ztango at which meeting the Board of
Directors of Ztango is reasonably expected to resolve to recommend a Superior
Proposal to its stockholders and together with such notice a summary of the
material terms of the most recently proposed documentation relating to such
Superior Proposal; provided further that Ztango hereby agrees promptly to
provide to WiderThan a summary of any revisions to those material terms and
provided further that WiderThan agrees to execute a confidentiality agreement in
form and substance reasonably satisfactory to WiderThan with respect to such
terms.

     (b) In addition to the obligations of Ztango set forth in Section 9.3(a),
as promptly as practicable, and in any event within one business day after any
of the executive officers of Ztango become aware thereof, Ztango shall advise
WiderThan of any request received by Ztango for nonpublic information which
Ztango reasonably believes could lead to an Acquisition Proposal or of any
Acquisition Proposal, the material terms and conditions of such request or
Acquisition Proposal, and the identity of the Person or Group making any such
request or Acquisition Proposal. Ztango shall keep WiderThan informed promptly
of material amendments or modifications to any such request or Acquisition
Proposal.


                                      -42-



     (c) Ztango shall immediately cease any and all existing activities,
discussions or negotiations with any Persons conducted heretofore with respect
to any Acquisition Proposal and will use their respective reasonable best
efforts to enforce any confidentiality or similar agreement relating to any
Acquisition Proposal.

9.4 CONSENTS OF REGULATORY AUTHORITIES.

     (a) Based on, among other things, the aggregate consideration to be paid by
WiderThan for Ztango in connection with the Merger, the Parties contemplate that
no filing with either the United States Federal Trade Commission ("FTC") or the
United States Department of Justice ("DOJ") regarding the Acquisition
Transactions will be required pursuant to the HSR Act, the Sherman Act, as
amended, the Clayton Act, as amended, the Federal Trade Commission Act, as
amended, and any other federal, state or foreign Law or regulation or decree
designed to prohibit, restrict or regulate actions for the purpose or effect of
monopolization or restraint of trade (collectively "Antitrust Laws").

     (b) The Parties hereto shall cooperate with each other and use their
reasonable efforts to promptly prepare and file all necessary documentation, to
effect all applications, notices, petitions and filings (which shall include the
filings pursuant to subsection (a) above), and to obtain as promptly as
practicable all Consents of all Regulatory Authorities and other Persons which
are necessary or advisable to consummate the transactions contemplated by this
Agreement (including the Merger). The Parties agree that they will consult with
each other with respect to the obtaining of all Consents of all Regulatory
Authorities and other Persons necessary or advisable to consummate the
transactions contemplated by this Agreement and each Party will keep the other
apprised of the status of matters relating to contemplation of the transactions
contemplated herein. Each Party also shall promptly advise the other upon
receiving any communication from any Regulatory Authority whose Consent is
required for consummation of the transactions contemplated by this Agreement
which causes such Party to believe that there is a reasonable likelihood that
any requisite Consent will not be obtained or that the receipt of any such
Consent will be materially delayed.

9.5 AGREEMENT AS TO EFFORTS TO CONSUMMATE.

     Subject to the terms and conditions of this Agreement, each Party agrees to
use, and to cause its Subsidiaries to use, its reasonable efforts to take, or
cause to be taken, all actions, and to do, or cause to be done, all things
necessary, proper, or advisable under applicable Laws to consummate and make
effective, as soon as reasonably practicable after the date of this Agreement,
the transactions contemplated by this Agreement, including using its reasonable
efforts to lift or rescind any Order adversely affecting its ability to
consummate the transactions contemplated herein and to cause to be satisfied the
conditions referred to in Article 11; provided, that nothing herein shall
preclude either Party from exercising its rights under this Agreement.


                                      -43-



9.6 INVESTIGATION AND CONFIDENTIALITY.

     (a) Prior to the Effective Time, Ztango shall keep WiderThan advised of all
material developments relevant to its business and to consummation of the
Acquisition Transactions and shall permit WiderThan to make or cause to be made
such investigation of the business and properties of Ztango and of its financial
and legal conditions as WiderThan reasonably requests, provided that such
investigation shall be reasonably related to the transactions contemplated
hereby and shall not interfere unnecessarily with normal operations. No
investigation by a Party shall affect the ability of such Party to rely on the
representations and warranties of the other Party. Between the date hereof and
the Effective Time, Ztango shall permit WiderThan's senior officers to meet with
the financial officers of Ztango, including officers responsible for the Ztango
Financial Statements, the internal controls of Ztango and the disclosure
controls and procedures of Ztango to discuss such matters as WiderThan may deem
reasonably necessary or appropriate for WiderThan to satisfy its obligations
under Sections 302 and 906 of the Sarbanes-Oxley Act.

     (b) In addition to WiderThan's and Ztango's respective obligations under
the Confidentiality Agreement, which are hereby reaffirmed and adopted, and
incorporated by reference herein, each of WiderThan and Ztango shall, and shall
cause their advisers and agents to, maintain the confidentiality of all
confidential information furnished to them by the other Party concerning it and
its Subsidiaries' businesses, operations, and financial positions and shall not
use such information for any purpose except in furtherance of the transactions
contemplated by this Agreement. If this Agreement is terminated prior to the
Effective Time, each Party shall promptly return or certify the destruction of
all documents and copies thereof, and all work papers containing confidential
information received from the other Party.

     (c) Ztango shall use its reasonable efforts to exercise, and shall not
waive any of, its rights under confidentiality agreements entered into with
Persons which were considering an Acquisition Proposal with respect to Ztango to
preserve the confidentiality of the information relating to the Ztango Entities
provided to such Persons and their Affiliates and representatives.

     (d) Each Party agrees to give the other Party notice as soon as practicable
after any determination by it of any fact or occurrence relating to the other
Party which it has discovered through the course of its investigation and which
represents, or is reasonably likely to represent, either a material breach of
any representation, warranty, covenant or agreement of the other Party or which
has had or is reasonably likely to have a Ztango Material Adverse Effect or a
WiderThan Material Adverse Effect, as applicable.

9.7 PRESS RELEASES.

     Prior to the Effective Time, Ztango and WiderThan shall consult with each
other as to the form and substance of any press release or other public
disclosure materially related to this Agreement or any other transaction
contemplated hereby; provided, that nothing in this Section 9.7 shall be deemed
to prohibit any Party from making any disclosure which its counsel deems
necessary or advisable in order to satisfy such Party's disclosure obligations
imposed by Law, but


                                      -44-



in such case each Party agrees to give the other as much advance notice of such
disclosure as practicable under the circumstances.

9.8 TAX TREATMENT.

     Each of the Parties undertakes and agrees to use its reasonable efforts to
cause the Acquisition Transactions, and to take no action which would cause the
Acquisition Transactions not, to qualify as a "reorganization" within the
meaning of Section 368(a) of the Code for federal income tax purposes in
accordance with the provisions thereof and pursuant to which (i) each of
WiderThan, Newco and Ztango will be a "party to the reorganization" within the
meaning of Section 368(a) of the Code and (ii) all of the Acquisition
Transactions will be treated as a part of the "plan of reorganization" within
the meaning of Treas. Reg. Sec. 1.368-2(g).

9.9 STATE TAKEOVER LAWS.

     Ztango shall take all necessary steps to exempt the transactions
contemplated by this Agreement from, or if necessary to challenge the validity
or applicability of, any applicable Takeover Law.

9.10 CHARTER PROVISIONS.

     Ztango shall take all necessary action to ensure that the entering into of
this Agreement and the consummation of the Acquisition Transactions and the
other transactions contemplated hereby do not and will not result in the grant
of any rights to any Person under the Certificate of Incorporation, Bylaws or
other governing instruments of Ztango or restrict or impair the ability of
WiderThan or any of its Subsidiaries to vote, or otherwise to exercise the
rights of a stockholder with respect to, shares of Ztango that may be directly
or indirectly acquired or controlled by them, provided that the foregoing shall
not apply to the exercise of appraisal rights as set forth in Section 3.3
hereof.

9.11 TAX MATTERS.

     The following provisions govern the allocation of responsibility for
certain tax matters following the Closing Date.

     (a) Responsibility for Filing Tax Returns. WiderThan shall prepare and file
all Tax Returns for Ztango and its subsidiaries that are required to be filed
after the Closing Date.

     (b) Tax Sharing Agreements. Ztango shall cause all tax-sharing or similar
agreements with respect to or involving Ztango to be terminated as of the
Closing Date and, after the Closing Date Ztango shall not be bound thereby or
have any liability thereunder.

     (c) Certain Taxes and Fees. All United States (which for purposes of this
Section 9.11 shall include any state or muncipality included therein) transfer,
documentary, sales, stamp, registration and other such United States Taxes, and
all United States conveyance fees, recording charges and other fees and charges
incurred in connection with the consummation of the transaction contemplated by
this Agreement shall be paid by the Participating Ztango


                                      -45-



Stockholders when due and the Participating Ztango Shareholders shall, at their
own expense, file all necessary Tax returns and other documentation with respect
to such Taxes, fees and charges. If required under applicable law, WiderThan
shall join in the execution of any required Tax return and other documentation
in connection with such Taxes or fees. All Korean (which for purposes of this
Section 9.11 shall include any state or muncipality included therein) transfer,
documentary, sales, stamp, registration and other such Korean Taxes, and all
Korean conveyance fees, recording charges and other fees and charges incurred in
connection with the consummation of the transaction contemplated by this
Agreement shall be paid by WiderThan when due and WiderThan shall, at its own
expense, file all necessary Tax returns and other documentation with respect to
such Taxes, fees and charges.

9.12 FILINGS WITH STATE OFFICES.

     Upon the terms and subject to the conditions of this Agreement, Ztango
shall execute and file the Certificate of Merger with the Secretary of State of
the State of Delaware in connection with the Closing.

                           ARTICLE 10 INDEMNIFICATION

10.1 SURVIVAL.

     (a) The representations and warranties made by Ztango in Article 5 of this
Agreement or in any of the Transaction Documents shall survive the Closing for a
period of eighteen (18) months after the Closing Date, whereupon they shall
expire. The representations and warranties made by the Participating Ztango
Stockholders in Article 6 shall survive the Closing indefinitely.

     (b) The representations and warranties made by WiderThan and Newco in
Article 7 of this Agreement or in any of the Transaction Documents shall survive
the Closing for a period of eighteen (18) months after the Closing Date,
whereupon they shall expire; provided, however, that the representations and
warranties contained in Section 7.4 and all related covenants and agreements in
any of the Transaction Documents shall survive the Closing indefinitely.

10.2 OBLIGATION OF ZTANGO STOCKHOLDERS TO INDEMNIFY.

     Subject to the limitations set forth in this Article 10, from and after the
Closing Date, the holders of Ztango Stock agree to defend, hold harmless, and
indemnify WiderThan and its Affiliates (and their respective directors,
officers, employees, successors and permitted assigns) (collectively, the "Buyer
Indemnitees") from and against all Losses asserted against, imposed upon or
incurred by any Buyer Indemnitee resulting from, arising out of, based upon or
otherwise in respect of any of the following:

     (a) any breach of or inaccuracy in any representation or warranty of Ztango
contained in this Agreement or in any of the Transaction Documents;

     (b) any breach of or inaccuracy in any representation or warranty of any
Participating Ztango Stockholder contained in Article 6 of this Agreement,
provided, however, that (i) the


                                      -46-



obligation of a Participating Ztango Stockholder to indemnify WiderThan pursuant
to this Section 10.2(b) shall only apply to a breach by such Participating
Ztango Stockholder and (ii) such Participating Ztango Stockholder's liability
shall be limited to the amount received by such Participating Ztango Stockholder
in connection with the Acquisition Transactions;

     (c) any breach of or failure to perform any covenant, undertaking or
agreement made or to be performed by Ztango or the Participating Ztango
Stockholders pursuant to this Agreement, including, without limitation, those
provisions of Section 9.11 or in any document, certificate, schedule or
instrument delivered or executed in connection herewith;

     (d) the amount by which the actual Ztango Transaction Expenses exceeds the
sum of $325,000, such that (i) WiderThan shall be entitled to recover as a Loss
that amount of the Ztango Transaction Expense Overage that is less than or equal
to $100,000, and (ii) WiderThan shall be entitled to recover as a Loss twice the
amount by which the Ztango Transaction Expense Overage exceeds $100,000 (it
being acknowledged that the additional recovery by WiderThan is the Parties'
reasonable, good faith estimate of damages that will be suffered by WiderThan as
a result of liquidity problems arising from the fact that the Ztango Transaction
Expense Overage will be a cash liability and WiderThan's recovery will primarily
be of shares of WiderThan Preferred Stock held pursuant to the Escrow
Agreement);

     (e) the reasonable legal fees and expenses to WiderThan or Newco of
enforcing this indemnity against Ztango and the Participating Ztango
Stockholders;

     (f) one-half of all Losses relating to the litigation disclosed in Section
5.17 of the Ztango Disclosure Memorandum, together with any Losses in excess of
$220,000; provided, however, that WiderThan may not settle such litigation for
an amount in excess of $220,000 except pursuant to binding arbitration without
the express written consent of the Stockholder Representative;

     (g) Any sales and use Taxes not reserved on the face of the Ztango
Financial Statements incurred in connection with the audit by the Commonwealth
of Virginia disclosed in Section 5.8(a) of the Ztango Disclosure Memorandum; or

     (h) Any Losses relating to those matters set forth on Section 5.10(a)(iii)
of the Ztango Disclosure Memorandum.

10.3 OBLIGATION OF WIDERTHAN TO INDEMNIFY.

     Subject to the limitations contained in this Article 10, WiderThan agrees
to defend, hold harmless, and indemnify Ztango and the Participating Ztango
Stockholders (and their respective directors, officers, employees, successors
and permitted assigns) (collectively, the "Seller Indemnitees") from and against
all Losses asserted against, imposed upon or incurred by the Seller Indemnitees
resulting from, arising out of, based upon or otherwise in respect of any of the
following:


                                      -47-



     (a) any breach of or inaccuracy in any representation or warranty of
WiderThan or Newco contained in this Agreement or in any document, certificate,
schedule or instrument delivered or executed in connection herewith;

     (b) any breach of or failure to perform any covenant, undertaking or
agreement made or to be performed by WiderThan or Newco pursuant to this
Agreement or in any document, certificate, schedule or instrument delivered or
executed in connection herewith; or

     (c) the reasonable legal fees and expenses to Ztango or the Participating
Ztango Stockholders of enforcing this indemnity against WiderThan.

10.4 NOTICE OF LOSS, ASSERTED LIABILITY.

     Promptly after (i) becoming aware of circumstances that have resulted in a
Loss for which a party entitled to indemnification pursuant to Sections 10.2 and
10.3, as applicable, intends to seek indemnification under such Section (the
"Indemnified Party") or (ii) receipt by the Indemnified Party of written notice
of any demand, claim or circumstances which, with the lapse of time, the giving
of notice or both, would give rise to a claim or the commencement of any
litigation that may result in a Loss (an "Asserted Liability"), the Indemnified
Party shall give notice thereof (the "Claims Notice") to any other party
obligated to provide indemnification pursuant to Sections 10.2 or 10.3 (the
"Indemnifying Party"). The Claims Notice shall describe the Loss or the Asserted
Liability in reasonable detail, and shall indicate the amount (estimated, if
necessary) of the Loss or Asserted Liability that has been or may be suffered by
the Indemnified Party. If a Claims Notice is not provided promptly as required
by this Section 10.4, the Indemnified Party nonetheless shall be entitled to
indemnification by the Indemnifying Party except to the extent that the
Indemnifying Party is prejudiced by such late receipt of the Claims Notice.

10.5 OPPORTUNITY TO CONTEST

     (a) Except as provided in this Section 10.5, the Indemnifying Party may
elect to compromise or contest, at its own expense and by its own counsel, any
Asserted Liability; provided, however, that the Indemnifying Party may not
compromise or settle any Asserted Liability against the Indemnified Party
without the Indemnified Party's prior written consent (which shall not be
unreasonably withheld, conditioned or delayed) unless (i) such compromise or
settlement requires no more than a monetary payment for which the Indemnified
Party hereunder is fully indemnified and such settlement provides a complete
release of, or dismissal with prejudice of, all claims against the Indemnified
Party for all matters that were or could have been asserted in connection with
such claim, or (ii) involves no other matters binding upon the Indemnified Party
(other than obligations of confidentiality). If the Indemnifying Party elects to
compromise or contest such Asserted Liability, it shall within 30 days (or
sooner, if the nature of the Asserted Liability so requires) notify the
Indemnified Party of its intent to do so by sending a notice to the Indemnified
Party (the "Contest Notice"), and the Indemnified Party shall cooperate, at the
expense of the Indemnifying Party, in the compromise or contest of such Asserted
Liability. If the Indemnifying Party elects not to compromise or contest the
Asserted Liability, fails to notify the Indemnified Party of its election as
herein provided or contests its


                                      -48-



obligation to indemnify under this Agreement, the Indemnified Party (upon
further notice to the Indemnifying Party) shall have the right to pay,
compromise or contest such Asserted Liability on behalf of and for the account
and risk of the Indemnifying Party, and at the Indemnifying Party's expense. In
any event, the Indemnified Party and the Indemnifying Party may participate, at
their own expense, in the contest of such Asserted Liability. The Indemnifying
Party shall be entitled to participate in (but not to control) the defense of
any Asserted Liability that it has elected not to defend with its own counsel
and at its own expense.

     (b) The Indemnified Party and the Indemnifying Party shall cooperate fully
with the other as to all Asserted Liabilities, shall make available to each
other as reasonably requested all information, records, and documents relating
to all Asserted Liabilities and shall preserve all such information, records,
and documents until the termination of any Asserted Liability. The Indemnified
Party and the Indemnifying Party also shall make available to the other, as
reasonably requested, its personnel, agents, and other representatives who are
responsible for preparing or maintaining information, records, or other
documents, or who may have particular knowledge with respect to any Asserted
Liability.

10.6 PAYMENTS FROM ESCROW AMOUNT.

     All indemnification payments payable to the Buyer Indemnitees in accordance
with Sections 10.2(a), (c), (d), (e), (f), (g) and (h) shall be taken
exclusively from and be limited to the Escrow Amount, which terms shall be
administered pursuant to the terms of the Escrow Agreement. All indemnification
payments payable to the Buyer Indemnitees in accordance with Section 10.2(b)
shall be made directly by the Participating Ztango Stockholder violating such
representation or warranty, separate and distinct from the Escrow Amount, and
the Escrow Amount shall not be used for such purpose other than (i) with the
consent of WiderThan, which consent may be withheld in its sole discretion, or
(ii) to the extent that such recovery directly against the Participating Ztango
Stockholder exceeds the sum of the total amount received by such Participating
Ztango Stockholder less such Participating Ztango Stockholder's pro-rata portion
of the Escrow Amount.

10.7 LIMITATIONS ON INDEMNIFICATION.

     (a) No Party otherwise entitled to indemnification under this Agreement
shall be indemnified pursuant to this Agreement to the extent that such party's
Losses are increased or extended by the willful misconduct, violation of
applicable Law, bad faith or gross negligence of such Party. In addition, except
as set forth in Section 10.7(b), no Party shall be entitled to indemnification
under this Article 10 unless the aggregate amount of such party's Losses, at any
particular time, exceeds $75,000 in the aggregate (including Losses irrespective
of whether or not previously asserted), in which case the Party shall be
entitled to all such Losses.

     (b) Losses relating to the following matters shall be exempt from, and
shall not count towards the aggregation of Losses necessary for a recovery
pursuant to or towards the aggregation of Losses for purposes of calculating,
the dollar limitation set forth in Section 10.7(a), such that the Buyer
Indemnitees shall be able to recover the full amount of any Losses arising
directly or indirectly by reason of liabilities or claims arising from the
following:


                                      -49-



          (i) Those Tax matters specifically identified on Section 10.7(b) of
     the WiderThan Disclosure Memorandum, to the extent not reserved on the face
     of the Ztango Financial Statements;

          (ii) Any breach of any representation or warranty of a Participating
     Ztango Stockholder contained in Article 6;

          (iii) Any amount by which the actual Ztango Transaction Expenses
     exceed $325,000; provided, however, that WiderThan shall not be entitled to
     indemnification under this Section 10.7(b)(iii) unless the aggregate amount
     of WiderThan's Losses covered by this Section 10.7(b)(iii), at any
     particular time, exceeds $5,000 in the aggregate (including Losses
     irrespective of whether or not previously asserted), in which case
     WiderThan shall be entitled to all such Losses; and

          (iv) Any breach of Section 8.2(n).

10.8 SOLE REMEDY.

     Each Party's sole and exclusive remedy for any breaches of the
representations, warranties, covenants and agreements contained in this
Agreement, the Transaction Documents or in any document, certificate, schedule
or instrument delivered or executed in connection herewith by the other Parties
shall be as provided in this Article 10; provided, however, that nothing set
forth in this Article 10 shall be deemed to prohibit or limit any Party's right
at any time, on or after the Closing Date, to seek injunctive or equitable
relief for the failure of the other Party to perform any covenant or agreement
contained herein.

10.9 CERTAIN REDUCTIONS; SUBROGATION RIGHTS.

     All indemnification payments payable hereunder shall be reduced by the
amount of (a) any insurance proceeds recovered by the Indemnified Party, (b) any
net Tax benefit actually received by the Indemnified Party on a current basis
(excluding any carryforwards or carrybacks), or (c) any indemnity, contribution
or other similar payment recovered by the Indemnified Party from any third party
(which would include any other party under this Agreement), in each case (a)
through (c) as a result of the Loss for which the Indemnified Party is seeking
indemnification. The Indemnified Party shall use commercially reasonable efforts
to collect any such insurance proceeds and indemnity, contribution and other
similar payments. In the event that the Indemnifying Party shall be obligated to
indemnify the Indemnified Party pursuant to this Article 10, the Indemnifying
Party shall, upon payment of such indemnity in full, be subrogated to all rights
of the Indemnified Party with respect to the Loss to which such indemnification
relates; provided, however, that the Indemnifying Party shall only be subrogated
to the extent of any amount paid by it pursuant to this Article 9 in connection
with such Loss.

10.10 COOPERATION AND MINIMIZATION OF DAMAGES.

     The Buyer Indemnitees and the Seller Indemnitees shall cooperate in good
faith, and shall each use reasonable efforts, to minimize their respective
Losses for which they are entitled to indemnification under this Article 9.


                                      -50-



          ARTICLE 11 CONDITIONS PRECEDENT TO OBLIGATIONS TO CONSUMMATE

11.1 CONDITIONS TO OBLIGATIONS OF EACH PARTY.

     The respective obligations of each Party to perform this Agreement and
consummate Acquisition Transactions are subject to the satisfaction of the
following conditions, unless waived by both WiderThan and Ztango pursuant to
Section 13.6:

     (a) Minimum Subscription Amount. The Participating Ztango Stockholders
shall have agreed to tender back to WiderThan for the purchase of the Net
Transaction Shares an amount of cash (in the aggregate) at least equal to 95% of
the amounts payable to all holders of Ztango stock pursuant to Section 3.1
hereof.

     (b) Regulatory Approvals. All Consents of, filings and registrations with,
and notifications to, all Regulatory Authorities required for consummation of
the Merger shall have been obtained or made and shall be in full force and
effect and all waiting periods required by Law shall have expired. No Consent
obtained from any Regulatory Authority which is necessary to consummate the
transactions contemplated hereby shall be conditioned or restricted in a manner
(including requirements relating to the raising of additional capital or the
disposition of Assets) which in the reasonable judgment of the Board of
Directors of WiderThan and/or Ztango, as the case may be, would materially
adversely impact the economic or business assumptions of the transactions
contemplated by this Agreement.

     (c) Execution of Investor Rights Agreement. WiderThan, the Participating
Ztango Stockholders, and the current parties to the WiderThan Investor Rights
Agreement shall have executed the Preferred Stock Investor Rights Agreement,
substantially in the form attached as Exhibit 7.

     (d) Legal Proceedings. No court or governmental or Regulatory Authority of
competent jurisdiction shall have enacted, issued, promulgated, enforced or
entered any Law or Order (whether temporary, preliminary or permanent) or taken
any other action which prohibits, restricts or makes illegal consummation of the
transactions contemplated by this Agreement.

     (e) Certificate of Merger. The Certificate of Merger shall have been filed
with the Secretary of State of the State of Delaware.

     (f) Ztango Stockholder Approval. Holders of Ztango Stock representing, in
the aggregate, at least (i) two-thirds (2/3) of the Ztango Preferred Stock, and
(ii) a majority of the Ztango Preferred Stock and Ztango Common Stock, voting
together as a single class on an as converted basis, shall have adopted and
approved this Agreement and the consummation of the Acquisition Transactions,
including the Merger, as and to the extent required by Law and by the provisions
of any governing instruments.


                                      -51-



11.2 CONDITIONS TO OBLIGATIONS OF WIDERTHAN.

     The obligations of WiderThan to perform this Agreement and consummate the
Acquisition Transactions are subject to the satisfaction of the following
conditions, unless waived by WiderThan pursuant to Section 13.6(a):

     (a) Representations and Warranties. For purposes of this Section 11.2(a),
the accuracy of the representations and warranties of Ztango and the
Participating Ztango Stockholders set forth in this Agreement shall be assessed
as of the date of this Agreement and, except for the representations and
warranties contained in Section 5.5, as of the Effective Time with the same
effect as though all such representations and warranties had been made on and as
of the Effective Time (provided that representations and warranties which are
confined to a specified date shall speak only as of such date). The
representations and warranties set forth in Section 5.3 shall be true and
correct. The representations and warranties set forth in Sections 5.21, 5.22 and
5.23 shall be true and correct in all material respects. Except for the
representations and warranties set forth in Section 5.5 with respect to the
unaudited balance sheet (including related notes and schedules, if any) of
Ztango as of December 31, 2003, and the related statements of income, changes in
shareholders' equity, and cash flows (including related notes and schedules, if
any) for each of the three fiscal years ended December 31, 2001, 2002 and 2003
and any interim periods, there shall not exist inaccuracies in the
representations and warranties of Ztango set forth in this Agreement (including
the representations and warranties set forth in Sections 5.3, 5.21, 5.22 and
5.23) such that the aggregate effect of such inaccuracies has, or is reasonably
likely to have, a Ztango Material Adverse Effect; provided that, for purposes of
this sentence only, those representations and warranties which are qualified by
references to "material" or "Material Adverse Effect" shall be deemed not to
include such qualifications.

     (b) Performance of Agreements and Covenants. Each and all of the agreements
and covenants of Ztango and the Participating Ztango Stockholders to be
performed and complied with pursuant to this Agreement and the other agreements
contemplated hereby prior to the Effective Time shall have been duly performed
and complied with in all material respects.

     (c) Certificates. Ztango shall have delivered to WiderThan (i) a
certificate, dated as of the Effective Time and signed on its behalf by its
chief executive officer and its chief financial officer, to the effect that the
conditions set forth in Section 11.1 as relates to Ztango and in Sections
11.2(a), 11.2(b), 11.2(f), 11.2(g), 11.2(h), 11.2(i), 11.2(j), 11.2(l), 11.2(m),
and 11.2(n) have been satisfied, and (ii) certified copies of resolutions duly
adopted by Ztango's Board of Directors and stockholders evidencing the taking of
all corporate action necessary to authorize the execution, delivery and
performance of this Agreement, and the consummation of the transactions
contemplated hereby, all in such reasonable detail as WiderThan and its counsel
shall request.

     (d) Opinion of Counsel. WiderThan shall have received an opinion of
Wollmuth Maher & Deutsch LLP, counsel to Ztango, dated as of the Closing Date,
in form and substance reasonably satisfactory to WiderThan, as to the matters
set forth in Exhibit 8.


                                      -52-



     (e) FIRPTA Certificate. Ztango shall have delivered to WiderThan (a) a
certification from Ztango, dated no more than ten (10) days prior to the Closing
Date and signed by a responsible corporate officer of Ztango, that Ztango is
not, and has not been at any time during the five years preceding the date of
such certification, a United States real property holding company, as defined in
Code Section 897(c)(2), and (b) proof reasonably satisfactory to WiderThan that
Ztango has provided notice of such certification to the IRS in accordance with
the provisions of Treasury regulations Section 1.897-2(h)(2).

     (f) Employment Agreement. Vern Poyner shall have (i) entered into an
employment agreement with WiderThan or the Surviving Corporation on terms
reasonably satisfactory to WiderThan, which agreement shall expressly supercede
any existing employment agreement of such person with Ztango, and (ii) agreed to
accept no more than $125,000 for satisfaction of any change in control or
transaction success fee payable by Ztango in connection with or as a result of
the Acquisition Transactions.

     (g) Consents. Ztango shall have obtained the Consents listed in Section
11.2(g) of the Ztango Disclosure Memorandum. No Consent so obtained which is
necessary to consummate the transactions contemplated hereby shall be
conditioned or restricted in a manner which in the reasonable judgment of the
Board of Directors of WiderThan would so materially adversely impact the
economic or business assumptions of the transactions contemplated by this
Agreement that, had such condition or requirement been known, Ztango would not,
in its reasonable judgment, have entered into this Agreement.

     (h) Resignations. Ztango shall have obtained executed letters of
resignation dated as of the Closing Date from each member of the Ztango Board of
Directors.

     (i) Termination of Certain Ztango Agreements. Ztango and the Participating
Ztango Stockholders shall have agreed to terminate, no later than immediately
prior to the Effective Time, the Ztango Registration Rights Agreement and the
Ztango Stockholders' Agreement.

     (j) Election to Receive Virtual Stock Options. None of Vern Poyner, Valerie
Miller, Tony Costa, Paul Towler, Warren Saccente, Dan Nemo, Kevin Smith, Adrian
McAloon, Calvin Kim, Richard Stewart, Dave Gentile or Nick Reskusic shall have
elected the Cash-Out Option set forth in Section 3.4(b).

     (k) Ztango Audited Financial Statements. Ztango shall have delivered to
WiderThan, no later than five business days before the Closing Date, the audited
balance sheet and statements of income of Ztango, each as of and for the fiscal
year ended December 31, 2003 (the "Ztango Audited Financial Statements"), which
Ztango Audited Financial Statements (i) will be in accordance with the books and
records of Ztango, and (ii) will be accompanied by an opinion of the Deloitte &
Touche LLP to the effect that the Ztango Audited Financial Statements present
fairly in all material respects the financial position of Ztango as of the date
indicated and results or operations, changes in shareholders' equity, and cash
flows of the Ztango Entities for the period indicated, in accordance with GAAP.
To the extent that the opinion expresses any qualification other than a "going
concern" qualification, Ztango shall have explained the reason


                                      -53-



for such qualification to WiderThan, which qualification may be only of a type
that relates to the liquidity of Ztango and is typical of similarly situated
companies.

     (l) Cancellation of Existing Ztango Employee Stock Options. Either (i) each
employee of Ztango as of the date of this Agreement who holds Ztango Options as
of the date of this Agreement shall have agreed either in each such employee's
virtual stock option agreement to be entered into at Closing pursuant to Section
11.3(i) hereof or in the election for the Cash-Out Option that the Ztango
Options held by such employee shall be cancelled in their entirety and shall
otherwise have waived any and all vesting acceleration with respect to such
Ztango Options to which such holders might otherwise be entitled as a result of
the consummation of the Acquisition Transactions or (ii) to the extent that any
employee of Ztango who holds Ztango Options as of the date of this Agreement
shall not have agreed in writing that the Ztango Options held by such employee
shall be cancelled in their entirety, the Ztango Options held by any such
employee shall have been terminated and cancelled pursuant to a valid and
binding resolution of the Compensation Committee of the Board of Directors of
Ztango.

     (m) Mooreland Partners Fee. Mooreland Partners LLC shall have agreed to
receive the Mooreland Shares in full satisfaction of any amounts (including fees
and expenses) payable by Ztango to Mooreland Partners LLC or its Affiliates as a
result of or in connection with the Acquisition Transactions, which shares shall
be subscribed from directly for WiderThan.

     (n) Mark Caron Change in Control Bonus. Mark Caron shall have agreed to
receive the Mark Caron Shares in full satisfaction of any change in control or
related bonus otherwise payable to Mark Caron by Ztango as a result of or in
connection with the Acquisition Transactions, which shares shall be subscribed
for directly from WiderThan.

     (o) Dan Nemo Change in Control Bonus. Dan Nemo shall have agreed to receive
the Dan Nemo Shares in full satisfaction of any bonus payable to Dan Nemo by
Ztango as a result of or in connection with the Acquisition Transactions, which
shares shall be subscribed for directly from WiderThan.

11.3 CONDITIONS TO OBLIGATIONS OF ZTANGO.

     The obligations of Ztango and the Participating Ztango Stockholders to
perform this Agreement and consummate the Acquisition Transactions are subject
to the satisfaction of the following conditions, unless waived by Ztango
pursuant to Section 13.6(b):

     (a) Representations and Warranties. For purposes of this Section 11.3(a),
the accuracy of the representations and warranties of WiderThan set forth in
this Agreement shall be assessed as of the date of this Agreement and as of the
Effective Time with the same effect as though all such representations and
warranties had been made on and as of the Effective Time (provided that
representations and warranties which are confined to a specified date shall
speak only as of such date). The representations and warranties of WiderThan set
forth in Section 7.3 shall be true and correct. The representations and
warranties of WiderThan set forth in Section 7.22 shall be true and correct in
all material respects. There shall not exist inaccuracies in the representations
and warranties of WiderThan set forth in this Agreement (including the


                                      -54-



representations and warranties set forth in Section 7.3 and 7.22) such that the
aggregate effect of such inaccuracies has, or is reasonably likely to have, a
WiderThan Material Adverse Effect; provided that, for purposes of this sentence
only, those representations and warranties which are qualified by references to
"material" or "Material Adverse Effect" shall be deemed not to include such
qualifications.

     (b) Performance of Agreements and Covenants. Each and all of the agreements
and covenants of WiderThan to be performed and complied with pursuant to this
Agreement and the other agreements contemplated hereby prior to the Effective
Time shall have been duly performed and complied with in all material respects

     (c) Waiver of Stockholders. WiderThan shall have obtained and delivered to
Ztango a waiver of the existing WiderThan stockholders of their right to
subscribe to the WiderThan Stock being issued to the Ztango Stockholders by
WiderThan in connection with the transactions contemplated by this Agreement.

     (d) Certificates. WiderThan shall have delivered to the Ztango (i) a
certificate, dated as of the Effective Time and signed on its behalf by its
chief executive officer and its chief financial officer, to the effect that the
conditions set forth in Section 11.1 as relates to WiderThan and in Sections
11.3(a), 11.3(b), 11.3(f), and 11.3(g) have been satisfied, and (ii) certified
copies of resolutions duly adopted by WiderThan's Board of Directors and Newco's
Board of Directors and sole stockholder evidencing the taking of all corporate
action necessary to authorize the execution, delivery and performance of this
Agreement, and the consummation of the transactions contemplated hereby, all in
such reasonable detail as Ztango and its counsel shall request.

     (e) Opinion of Counsel. Ztango shall have received opinions of Shin & Kim
LLP and Alston & Bird LLP, dated as of the Closing Date, in form and substance
reasonably satisfactory to Ztango, as to the matters set forth on Exhibit 9.

     (f) Certificate of Incorporation. WiderThan shall have caused its Articles
of Incorporation to be amended in the form attached as Exhibit 10, and shall
have obtained the approval and consent of all necessary parties to enact the
changes thereto.

     (g) Approval of Issuance of WiderThan Stock. WiderThan shall have obtained
the necessary approvals for the issuance of the WiderThan Stock to the Ztango
Stockholders, including the approval of the Board of Directors and stockholders
of WiderThan.

     (h) Approval of Ztango Representative and Observer on the WiderThan Board.
No later than the Closing Date, WiderThan shall have obtained the necessary
approvals for the appointment of the Ztango representative to become a member of
the Board of Directors of WiderThan and another Ztango appointee to become an
observer with respect to meetings of the Board and shall have in fact appointed
such persons as a WiderThan Director and Observer, respectively, each in
accordance with the provisions of the Investor Rights Agreement.


                                      -55-



     (i) Tranche A Virtual Stock Option Agreements. WiderThan shall have caused
Ztango to deliver to each holder of Ztango Options outstanding on the Effective
Date of this Agreement set forth in Schedule 3.4(a) hereto that shall not have
elected the Cash-Out Option an agreement granting such holder the number of
"virtual stock options" set forth next to such holder's name on Schedule 3.4(a)
hereto, such virtual stock options to have terms substantially similar to those
set forth in the Virtual Stock Option Plan attached hereto as Exhibit 4.

     (j) WiderThan Capital Structure. Ztango, in its sole discretion, shall be
satisfied that the capital structure of WiderThan as of the Closing Date will be
conducive to an initial public offering of WiderThan Common Stock.

     (k) SK Telecom Royalty Contract. WiderThan shall have entered into one or
more license agreements with SK Telecom Co., Ltd. for the use of all
Intellectual Property set forth under the heading "SK Telecom Patent Rights" in
Section 7.12(a) of the WiderThan Disclosure Memorandum, which license agreements
shall provide for a maximum royalty payment for the use of such Intellectual
Property not greater than 5% of the revenues generated by WiderThan's sale of
products incorporating such Intellectual Property.

                             ARTICLE 12 TERMINATION

12.1 TERMINATION.

     Notwithstanding any other provision of this Agreement, and notwithstanding
the approval of this Agreement by the stockholders of Ztango, this Agreement may
be terminated and the Acquisition Transactions abandoned at any time prior to
the Effective Time:

     (a) By mutual written agreement of WiderThan and Ztango; or

     (b) By either WiderThan or Ztango (provided that the terminating Party is
not then in material breach of any representation, warranty, covenant, or other
agreement contained in this Agreement) in the event of a material breach by the
other of any representation or warranty contained in this Agreement which cannot
be or has not been cured within 30 days after the giving of written notice to
the breaching Party of such breach which breach is reasonably likely, in the
opinion of the non-breaching Party, to permit such Party to refuse to consummate
the transactions contemplated by this Agreement pursuant to the standard set
forth in Section 11.2 or 11.3 as applicable; or

     (c) By either WiderThan or Ztango (provided that the terminating Party is
not then in material breach of any representation, warranty, covenant, or other
agreement contained in this Agreement) (i) in the event of a material breach by
the other of any covenant or agreement contained in this Agreement which cannot
be or has not been cured within 30 days after the giving of written notice to
the breaching Party of such breach or (ii) if the Closing has not occurred by
September 30, 2004; or

     (d) By either WiderThan or Ztango in the event (i) any Consent of any
Regulatory Authority required for consummation of the Acquisition Transactions
and the other transactions


                                      -56-



contemplated hereby shall have been denied by final nonappealable action of such
authority or if any action taken by such authority is not appealed within the
time limit for appeal, (ii) any Law or Order permanently restraining, enjoining
or otherwise prohibiting the consummation of the Acquisition Transactions shall
have become final and nonappealable, or (iii) if Ztango shall have entered into
a definitive agreement with respect to a Superior Proposal not arising pursuant
to any violation of Section 9.3; or

     (e) By WiderThan in the event that (i) the Board of Directors of Ztango,
shall have failed to reaffirm its approval upon WiderThan's request for such
reaffirmation of the Merger and the transactions contemplated by this Agreement
(to the exclusion of any other Acquisition Proposal), or shall have resolved not
to reaffirm the Merger, or (ii) the Board of Directors of Ztango shall have
affirmed, recommended or authorized entering into any Competing Transaction
other than the Merger or, within ten business days after commencement of any
tender or exchange offer for any shares of Ztango Common Stock, the Board of
Directors of Ztango shall have failed to recommend against acceptance of such
tender or exchange offer by its stockholders or takes no position with respect
to the acceptance of such tender or exchange offer by its stockholders, or (iv)
the Board of Directors of Ztango negotiates or authorizes the conduct of
negotiations (and five business days have elapsed without such negotiations
being discontinued) with a third party (it being understood and agreed that
"negotiate" shall not be deemed to include the provision of information to, or
the request and receipt of information from, any Person that submits an
Acquisition Proposal or discussions regarding such information for the sole
purpose of ascertaining the terms of such Acquisition Proposal and determining
whether the board of directors will in fact engage in, or authorize,
negotiations) regarding an Acquisition Proposal other than the Merger.

     (f) By Ztango (provided that Ztango is not then in material breach of any
representation, warranty, covenant, or other agreement contained in this
Agreement) should WiderThan enter a definitive agreement to acquire any other
company of a size comparable to or larger than Ztango based in the United States
and engaged in the business of wireless content and text messaging.

12.2 EFFECT OF TERMINATION.

     (a) In the event of the termination and abandonment of this Agreement
pursuant to Section 12.1, this Agreement shall become void and have no effect,
except that (i) the provisions of this Section 12.2, Section, 9.6(b), and
Article 13 shall survive any such termination and abandonment, and (ii) no such
termination shall relieve the breaching Party from Liability resulting from any
breach by that Party of this Agreement.

     (b) If WiderThan terminates this Agreement pursuant to Sections 12.1(b),
(c)(i), or (e), or if Ztango terminates this Agreement other than as permitted
under Section 12, and within nine (9) months of such termination Ztango shall
enter into an agreement with respect to an Acquisition Transaction, upon
consummation of such Acquisition Transaction, Ztango shall pay to WiderThan a
termination fee equal to $1,000,000. Such termination fee represents the
parties' good faith estimate of damages that would result to WiderThan in such
circumstances and shall constitute liquidated damages and the sole remedy of
WiderThan for any damages hereunder, at equity or at law.


                                      -57-



     (c) If Ztango terminates this Agreement pursuant to Sections 12.1(b),
(c)(i), or (f), or if WiderThan terminates this Agreement other than as
permitted under Section 12, and within nine (9) months of such termination
WiderThan shall enter into an agreement with respect to the acquisition of any
other company based in the United States of comparable or larger size than
Ztango and engaged in the business of wireless services or text messaging, upon
consummation of such acquisition WiderThan shall pay to Ztango a termination fee
equal to $1,000,000. Such termination fee represents the parties' good faith
estimate of damages that would result to Ztango in such circumstances and shall
constitute liquidated damages and the sole remedy of Ztango for any damages
hereunder, at equity or at law.

                            ARTICLE 13 MISCELLANEOUS

13.1 DEFINITIONS.

     (a) Except as otherwise provided herein, the capitalized terms set forth
below shall have the following meanings:

          "ACQUISITION PROPOSAL" means any proposal (whether communicated to
     Ztango or publicly announced to Ztango's shareholders) by any Person (other
     than WiderThan or any of its Affiliates) for a Competing Transaction
     involving Ztango or any of its present or future consolidated Subsidiaries,
     or any combination of such Subsidiaries, the assets of which constitute
     twenty percent (20%) or more of the consolidated assets of Ztango as
     reflected on Ztango's consolidated statement of condition prepared in
     accordance with GAAP.

          "AFFILIATE" of a Person means: (i) any other Person directly, or
     indirectly through one or more intermediaries, controlling, controlled by
     or under common control with such Person; (ii) any officer, director,
     partner, employer, or direct or indirect beneficial owner of any 10% or
     greater equity or voting interest of such Person; or (iii) any other Person
     for which a Person described in clause (ii) acts in any such capacity.

          "ASSETS" of a Person means all of the assets, properties, businesses
     and rights of such Person of every kind, nature, character and description,
     whether real, personal or mixed, tangible or intangible, accrued or
     contingent, or otherwise relating to or utilized in such Person's business,
     directly or indirectly, in whole or in part, whether or not carried on the
     books and records of such Person, and whether or not owned in the name of
     such Person or any Affiliate of such Person and wherever located.

          "CODE" means the Internal Revenue Code of 1986, as amended, and the
     rules and regulations promulgated thereunder.

          "CLOSING DATE" means the date on which the Closing occurs.

          "COMPETING TRANSACTION" means any transaction or series of related
     transactions (other than the transactions contemplated by this Agreement)
     involving: (i) any


                                      -58-



     acquisition or purchase from Ztango by any Person or "Group" (other than
     WiderThan or any of its Affiliates) of 10% or more in interest of the total
     outstanding voting securities of Ztango or any of its Subsidiaries, or any
     tender offer or exchange offer that if consummated would result in any
     Person or "Group" (other than WiderThan or any of its Affiliates)
     beneficially owning 10% or more in interest of the total outstanding voting
     securities of Ztango or any of its Subsidiaries, or any merger,
     consolidation, business combination or similar transaction involving Ztango
     pursuant to which the shareholders of Ztango immediately preceding such
     transaction hold less than 90% of the equity interests in the surviving or
     resulting entity (which includes the parent corporation of any constituent
     corporation to any such transaction) of such transaction; (ii) any sale or
     lease (other than in the ordinary course of business), or exchange,
     transfer, license (other than in the ordinary course of business),
     acquisition or disposition of 10% or more of the assets of Ztango.

          "CONFIDENTIALITY AGREEMENTS" means that certain Confidentiality
     Agreement, dated September 1, 2003, between Ztango and WiderThan.

          "CONSENT" means any consent, approval, authorization, clearance,
     exemption, waiver, or similar affirmation by any Person pursuant to any
     Contract, Law, Order, or Permit.

          "CONTRACT" means any written or oral agreement, arrangement,
     authorization, commitment, contract, indenture, instrument, lease, license,
     obligation, plan, practice, restriction, understanding, or undertaking of
     any kind or character, or other document to which any Person is a party or
     that is binding on any Person or its capital stock, Assets or business.

          "DAN NEMO SHARES" means 3,640 shares of WiderThan Preferred Stock.

          "DEFAULT" means (i) any breach or violation of, default under,
     contravention of, or conflict with, any Contract, Law, Order, or Permit,
     (ii) any occurrence of any event that with the passage of time or the
     giving of notice or both would constitute a breach or violation of, default
     under, contravention of, or conflict with, any Contract, Law, Order, or
     Permit, or (iii) any occurrence of any event that with or without the
     passage of time or the giving of notice would give rise to a right of any
     Person to exercise any remedy or obtain any relief under, terminate or
     revoke, suspend, cancel, or modify or change the current terms of, or
     renegotiate, or to accelerate the maturity or performance of, or to
     increase or impose any Liability under, any Contract, Law, Order, or
     Permit.

          "DGCL" means the Delaware General Corporation Law.

          "ESCROW AMOUNT" means all amounts or property withheld and tendered to
     the Escrow Agent pursuant to Sections 3.1(c) and 4.2(e), specifically the
     Escrow Cash Payment and the Escrowed Shares.


                                      -59-



          "EMPLOYEE BENEFIT PLAN" means each pension, retirement,
     profit-sharing, deferred compensation, stock option, employee stock
     ownership, share purchase, severance pay, vacation, bonus, retention,
     change in control or other incentive plan, medical, vision, dental or other
     health plan, any life insurance plan, flexible spending account, cafeteria
     plan, vacation, holiday, disability or any other employee benefit plan or
     fringe benefit plan, including any "employee benefit plan," as that term is
     defined in Section 3(3) of ERISA and any other plan, fund, policy, program,
     practice, custom understanding or arrangement providing compensation or
     other benefits, whether or not such Employee Benefit Plan is or is intended
     to be (i) covered or qualified under the Code, ERISA or any other
     applicable Law, (ii) written or oral, (iii) funded or unfunded, (iv) actual
     or contingent or (v) arrived at through collective bargaining or otherwise.

          "ENVIRONMENTAL LAWS" means all Laws relating to pollution or
     protection of human health or the environment (including ambient air,
     surface water, ground water, land surface, or subsurface strata) including
     the Comprehensive Environmental Response Compensation and Liability Act, as
     amended, 42 U.S.C. 9601 et seq. ("CERCLA"), the Resource Conservation and
     Recovery Act, as amended, 42 U.S.C. 6901 et seq. ("RCRA"), and other Laws
     relating to emissions, discharges, releases, or threatened releases of any
     Hazardous Material, or otherwise relating to the manufacture, processing,
     distribution, use, treatment, storage, disposal, transport, or handling of
     any Hazardous Material.

          "EQUITY RIGHTS" means all arrangements, calls, commitments, Contracts,
     options, rights to subscribe to, scrip, understandings, warrants, or other
     binding obligations of any character whatsoever relating to, or securities
     or rights convertible into or exchangeable for, shares of the capital stock
     of a Person or by which a Person is or may be bound to issue additional
     shares of its capital stock or other Equity Rights.

          "ERISA AFFILIATE" means any entity which together with a Ztango Entity
     would be treated as a single employer under Code Section 414.

          "ERISA" means the Employee Retirement Income Security Act of 1974, as
     amended.

          "EXCHANGE ACT" means the Securities Exchange Act of 1934, as amended,
     and the rules and regulations promulgated thereunder.

          "EXCLUSIVE KOREAN LAW MATTERS" means any matters of Korean law
     (without any regard to conflict of law principles) that are required to be
     subject to Korean law or adjudication by Korean courts, including but not
     limited to any matter relating to the issuance or cancellation of WiderThan
     Stock by WiderThan or the validity of a shareholders meeting of WiderThan.

          "EXHIBITS" 1 through 10, inclusive, means the Exhibits so marked,
     copies of which are attached to this Agreement. Such Exhibits are hereby
     incorporated by


                                      -60-



     reference herein and made a part hereof, and may be referred to in this
     Agreement and any other related instrument or document without being
     attached hereto.

          "GAAP" means generally accepted accounting principles, consistently
     applied during the periods involved, under the home country of the
     applicable Party.

          "HAZARDOUS MATERIAL" means (i) any hazardous substance, hazardous
     material, hazardous waste, regulated substance, or toxic substance (as
     those terms are defined by any applicable Environmental Laws) and (ii) any
     chemicals, pollutants, contaminants, petroleum, petroleum products, or oil,
     asbestos-containing materials and any polychlorinated biphenyls.

          "HSR ACT" means Section 7A of the Clayton Act, as added by Title II of
     the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and
     the rules and regulations promulgated thereunder.

          "INTELLECTUAL PROPERTY" means copyrights, patents, trademarks, service
     marks, service names, trade names, domain names, together with all goodwill
     associated therewith, registrations and applications therefor, technology
     rights and licenses, computer software (including any source or object
     codes therefor or documentation relating thereto), trade secrets,
     franchises, know-how, inventions, and other intellectual property rights.

          "KNOWLEDGE" as used with respect to a Person (including references to
     such Person being aware of a particular matter) means those facts that are
     actually known to such Person (if such Person is an individual who is
     identified with respect to the specific matter) or, if the Person is an
     entity, then Knowledge shall refer to the facts that are actually known by
     such Person's chairman, president, chief financial officer, chief
     accounting officer, chief operating officer, chief credit officer, or
     general counsel; provided, however, that with respect to Ztango, the
     foregoing persons shall be deemed to include, and be limited to, Vern
     Poyner, Mark Caron, Dan Nemo, Nick Reskusic, and Tony Costa.

          "LAW" means any code, law (including common law), ordinance,
     regulation, reporting or licensing requirement, rule, or statute applicable
     to a Person or its Assets, Liabilities, or business, including those
     promulgated, interpreted or enforced by any Regulatory Authority.

          "LIABILITY" means any direct or indirect, primary or secondary,
     liability, indebtedness, obligation, penalty, cost or expense (including
     costs of investigation, collection and defense), claim, deficiency,
     guaranty or endorsement of or by any Person (other than endorsements of
     notes, bills, checks, and drafts presented for collection or deposit in the
     ordinary course of business) of any type, whether accrued, absolute or
     contingent, liquidated or unliquidated, matured or unmatured, or otherwise.


                                      -61-



          "LIEN" means any conditional sale agreement, default of title,
     easement, encroachment, encumbrance, hypothecation, infringement, lien,
     mortgage, pledge, reservation, restriction, security interest, title
     retention or other security arrangement, or any adverse right or interest,
     charge, or claim of any nature whatsoever of, on, or with respect to any
     property or property interest, other than (i) Liens for current property
     Taxes not yet due and payable, and (ii) Liens which do not materially
     impair the use of or title to the Assets subject to such Lien.

          "LITIGATION" means any action, arbitration, cause of action, lawsuit,
     claim, complaint, criminal prosecution, governmental or other examination
     or investigation, audit (other than regular audits of financial statements
     by outside auditors), compliance review, inspection, hearing,
     administrative or other proceeding relating to or affecting a Party, its
     business, its records, its policies, its practices, its compliance with
     Law, its actions, its Assets (including Contracts related to it), or the
     transactions contemplated by this Agreement.

          "LOSSES" means any and all demands, claims, actions or causes of
     action, assessments, losses, diminution in value, damages (including
     special and consequential damages), liabilities, costs, and expenses,
     including interest, penalties, cost of investigation and defense, and
     reasonable attorneys' and other professional fees and expenses.

          "MARK CARON SHARES" means 23,400 shares of WiderThan Preferred Stock.

          "MATERIAL" or "material" for purposes of this Agreement shall be
     determined in light of the facts and circumstances of the matter in
     question; provided that any specific monetary amount stated in this
     Agreement shall determine materiality in that instance.

          "MOORELAND SHARES" means 65,867 shares of WiderThan Preferred Stock.

          "NET TRANSACTION SHARES" means a number of shares of WiderThan
     Preferred Stock equal to the Total Transaction Shares multiplied by the
     Participation Percentage, less (i) the Mooreland Shares, (ii) the Mark
     Caron Shares, and (iii) the Dan Nemo Shares.

          "NEWCO COMMON STOCK" means the common stock of Newco, having no par
     value.

          "OPERATING PROPERTY" means any property owned, leased, or operated by
     the Party in question or by any of its Subsidiaries or in which such Party
     or Subsidiary holds a security interest or other interest (including an
     interest in a fiduciary capacity), and, where required by the context,
     includes the owner or operator of such property, but only with respect to
     such property.

          "ORDER" means any administrative decision or award, decree,
     injunction, judgment, order, quasi-judicial decision or award, ruling, or
     writ of any federal, state, local or foreign or other court, arbitrator,
     mediator, tribunal, administrative agency, or Regulatory Authority.


                                      -62-



          "PARTICIPATION FACILITY" means any facility or property in which the
     Party in question or any of its Subsidiaries participates in the management
     and, where required by the context, said term means the owner or operator
     of such facility or property, but only with respect to such facility or
     property.

          "PARTICIPATION PERCENTAGE" means a fraction, expressed as a
     percentage, the numerator of which is the total amount of cash received by
     WiderThan from the Participating Ztango Stockholders pursuant to this
     Agreement, and the denominator of which is the Ztango Value.

          "PARTY" means any of Ztango, Newco, the Participating Ztango
     Stockholders or WiderThan, and "PARTIES" means Ztango, Newco, the
     Participating Ztango Stockholders and WiderThan.

          "PERMIT" means any federal, state, local, and foreign governmental
     approval, authorization, certificate, easement, filing, franchise, license,
     notice, permit, or right to which any Person is a party or that is or may
     be binding upon or inure to the benefit of any Person or its securities,
     Assets, or business.

          "PERSON" means a natural person or any legal, commercial or
     governmental entity, such as, but not limited to, a corporation, general
     partnership, joint venture, limited partnership, limited liability company,
     limited liability partnership, trust, business association, group acting in
     concert, or any person acting in a representative capacity.

          "REGULATORY AUTHORITIES" means, collectively, the SEC, the FTC, the
     DOJ, and all other U.S. or foreign federal, state, county, local or other
     governmental or regulatory agencies, authorities (including taxing and
     self-regulatory authorities), instrumentalities, commissions, boards or
     bodies having jurisdiction over the Parties and their respective
     Subsidiaries.

          "REPRESENTATIVE" means any investment banker, financial advisor,
     attorney, accountant, consultant, or other representative or agent engaged
     by a Person.

          "SEC DOCUMENTS" means all forms, proxy statements, registration
     statements, reports, schedules, and other documents, including all
     certifications and statements required by (x) the SEC's Order dated June
     27, 2002 pursuant to Section 21(a)(1) of the Exchange Act, (y) Rule 13a-14
     or 15d-14 under the Exchange Act or (z) Section 906 of the Sarbanes-Oxley
     Act with respect to any report that is an SEC Document, filed, or required
     to be filed, by a Party or any of its Subsidiaries with any Regulatory
     Authority pursuant to the Securities Laws.

          "SEC" means the United States Securities and Exchange Commission.

          "SECURITIES ACT" means the Securities Act of 1933, as amended, and the
     rules and regulations promulgated thereunder.


                                      -63-



          "SERIES A1 LIQUIDATION PREFERENCE" means the per share liquidation
     preference associated with the Ztango Series A1 Preferred Stock, equal to
     $5.52237 per share.

          "SERIES A2 LIQUIDATION PREFERENCE" means the per share liquidation
     preference associated with the Ztango Series A1 Preferred Stock, equal to
     $0.73431 per share.

          "SERIES A3 LIQUIDATION PREFERENCE" means the per share liquidation
     preference associated with the Ztango Series A1 Preferred Stock, equal to
     $1.65466 per share.

          "SECURITIES LAWS" means the Securities Act, the Exchange Act, the
     Investment Company Act of 1940, as amended, the Investment Advisors Act of
     1940, as amended, the Trust Indenture Act of 1939, as amended, and the
     rules and regulations of any Regulatory Authority promulgated thereunder.

          "SUBSIDIARIES" means all those corporations, associations, or other
     business entities of which the entity in question either (i) owns or
     controls 50% or more of the outstanding equity securities either directly
     or through an unbroken chain of entities as to each of which 50% or more of
     the outstanding equity securities is owned directly or indirectly by its
     parent (provided, there shall not be included any such entity the equity
     securities of which are owned or controlled in a fiduciary capacity), (ii)
     in the case of partnerships, serves as a general partner, (iii) in the case
     of a limited liability company, serves as a managing member, or (iv)
     otherwise has the ability to elect a majority of the directors, trustees or
     managing members thereof.

          "SUPERIOR PROPOSAL" means an unsolicited, bona fide written
     Acquisition Proposal which would result in a Person (or in the case of a
     direct merger between a Person and Ztango, the stockholders of such Person)
     acquiring, directly or indirectly, more than fifty percent (50%) of the
     voting power of the Ztango Stock or all or substantially all of the assets
     of Ztango, or the liquidation, dissolution, or winding up of Ztango, in
     each case which the Board of Directors of Ztango determines in its good
     faith judgment (after consultation with its independent financial advisors
     and independent legal counsel) taking into account all relevant aspects of
     the Acquisition Proposal, that (i) such Acquisition Proposal is more
     favorable from a financial point of view to Ztango's stockholders than this
     Agreement and (ii) the conditions to the consummation of such Acquisition
     Proposal are reasonably capable of being satisfied promptly.

          "SURVIVING CORPORATION" means Ztango as the surviving corporation
     resulting from the Merger.

          "TAX RETURN" means any report, return, information return, or other
     information required to be supplied to a Regulatory Authority in connection
     with Taxes, including any return of an affiliated or combined or unitary
     group that includes a Party or its Subsidiaries.

          "TAX" or "TAXES" means any federal, state, county, local, or foreign
     taxes, charges, fees, levies, imposts, duties, or other assessments,
     including income, gross


                                      -64-



     receipts, excise, employment, sales, use, transfer, recording license,
     payroll, franchise, severance, documentary, stamp, occupation, windfall
     profits, environmental, federal highway use, commercial rent, customs
     duties, capital stock, paid-up capital, profits, withholding, Social
     Security, single business and unemployment, disability, real property,
     personal property, registration, ad valorem, value added, alternative or
     add-on minimum, estimated, or other tax or governmental fee of any kind
     whatsoever, imposed or required to be withheld by the United States or any
     state, county, local or foreign government or subdivision or agency
     thereof, including any interest, penalties, and additions imposed thereon
     or with respect thereto.

          "TOTAL TRANSACTION SHARES" means the maximum number of shares of
     WiderThan Preferred Stock issuable in connection with the Acquisition
     Transactions (other than in connection with the grant of virtual stock
     options pursuant to Section 3.4), or 2,080,000 shares, assuming a
     Participation Percentage equal to 100%.

          "WIDERTHAN COMMON STOCK" means the common stock, KRW 500 par value, of
     WiderThan.

          "WIDERTHAN DISCLOSURE MEMORANDUM" means the written information
     entitled "WiderThan.com Co., Ltd. Disclosure Memorandum" dated the date
     hereof and made a part of this Agreement describing in reasonable detail
     the matters contained therein and, with respect to each disclosure made
     therein, specifically referencing each Section of this Agreement under
     which such disclosure is being made. Information disclosed with respect to
     one Section shall not be deemed to be disclosed for purposes of any other
     Section not specifically referenced with respect thereto.

          "WIDERTHAN ENTITIES" means, collectively, WiderThan and all WiderThan
     Subsidiaries.

          "WIDERTHAN FINANCIAL STATEMENTS" means (i) the consolidated balance
     sheets (including related notes and schedules, if any) of WiderThan as of
     December 31, 2003 and 2002, and as of March 31, 2004, and the related
     statements of income, changes in shareholders' equity, and cash flows
     (including related notes and schedules, if any) for the 3 months ended
     March 31, 2004, and for each of the two fiscal years ended December 31,
     2003 and 2002, and (ii) the consolidated balance sheets of WiderThan
     (including related notes and schedules, if any) and related statements of
     income, changes in shareholders' equity, and cash flows (including related
     notes and schedules, if any) as of and for the quarter ended March 31,
     2004.

          "WIDERTHAN INVESTOR RIGHTS AGREEMENT" means the Investor Rights
     Agreement dated as of May 8, 2002, by and among WiderThan, the parties
     listed on Exhibit A thereto, Nokia Venture Partners II, LP, and NVP
     Affiliates Fund II, LP.

          "WIDERTHAN PREFERRED STOCK" means the Series B Preferred Stock, KRW500
     par value, of WiderThan.


                                      -65-



          "WIDERTHAN MATERIAL ADVERSE EFFECT" means an event, change or
     occurrence which, individually or together with any other event, change or
     occurrence, has a material adverse impact on (i) the financial position,
     business, or results of operations of WiderThan and its Subsidiaries, taken
     as a whole, or (ii) the ability of WiderThan to perform its obligations
     under this Agreement or to consummate the Merger or the other transactions
     contemplated by this Agreement, provided that "WiderThan Material Adverse
     Effect" shall not be deemed to include the impact of (A) changes in Laws of
     general applicability or interpretations thereof by courts or governmental
     authorities, (B) changes in generally accepted accounting principles, (C)
     actions and omissions of WiderThan (or any of its Subsidiaries) taken with
     the prior informed written Consent of Ztango in contemplation of the
     transactions contemplated hereby, (D) the direct effects of compliance with
     this Agreement on the operating performance of WiderThan, including
     expenses incurred by WiderThan in consummating the transactions
     contemplated by this Agreement, or (E) effects demonstrably shown to have
     been proximately caused by the public announcement of, and the response or
     reaction of customers, vendors, licensors, investors or employees of
     WiderThan to, this Agreement or any of the transactions contemplated
     hereby.

          "WIDERTHAN STOCK" means the WiderThan Preferred Stock and the
     WiderThan Common Stock.

          "WIDERTHAN SUBSIDIARIES" means the Subsidiaries of WiderThan, which
     shall include any corporation, limited liability company, limited
     partnership, limited liability partnership or other organization acquired
     as a Subsidiary of WiderThan in the future and held as a Subsidiary by
     WiderThan at the Effective Time.

          "WORKING CAPITAL" means total current assets less total current
     liabilities (excluding Ztango Transaction Expenses), calculated in
     accordance with United States GAAP.

          "ZTANGO COMMON STOCK" means the $0.001 par value common stock of
     Ztango.

          "ZTANGO COMMON SHARE MERGER CONSIDERATION" means the amount of cash
     per share to be paid to each holder of Ztango Common Stock (excluding
     shares held by any Ztango Entity or any WiderThan Entity, and excluding
     shares held by stockholders who perfect their statutory dissenters' rights
     as provided in Section 3.3) issued and outstanding immediately prior to the
     Effective Time, in an amount equal to $0.209615652 per share.

          "ZTANGO DISCLOSURE MEMORANDUM" means the written information entitled
     "Ztango, Inc. Disclosure Memorandum" dated the date hereof and made a part
     of this Agreement to WiderThan describing in reasonable detail the matters
     contained therein and, with respect to each disclosure made therein,
     specifically referencing each Section of this Agreement under which such
     disclosure is being made. Information disclosed with respect to one Section
     shall not be deemed to be disclosed for purposes of any other Section not
     specifically referenced with respect thereto.


                                      -66-



          "ZTANGO ENTITIES" means, collectively, Ztango and all Ztango
     Subsidiaries.

          "ZTANGO FINANCIAL STATEMENTS" means (i) the unaudited balance sheet
     (including related notes and schedules, if any) of Ztango as of December
     31, 2003, and the related statements of income, changes in shareholders'
     equity, and cash flows (including related notes and schedules, if any) for
     each of the three fiscal years ended December 31, 2001, 2002 and 2003, and
     (ii) the unaudited balance sheet, income statement and statement of cash
     flows of Ztango prepared by Ztango management as of and for the monthly
     period ending January 31, 2004, February 29, 2004, March 31, 2004, and
     April 30, 2004.

          "ZTANGO MATERIAL ADVERSE EFFECT" means an event, change or occurrence
     which, individually or together with any other event, change or occurrence,
     has a material adverse impact on (i) the financial position, business, or
     results of operations of Ztango, or (ii) the ability of Ztango to perform
     its obligations under this Agreement or to consummate the Merger or the
     other transactions contemplated by this Agreement, provided that a "Ztango
     Material Adverse Effect" shall not be deemed to include the impact of (A)
     changes in Laws of general applicability or interpretations thereof by
     courts or governmental authorities, (B) changes in generally accepted
     accounting principles, (C) actions and omissions of Ztango (or any of its
     Subsidiaries) taken with the prior informed written Consent of WiderThan in
     contemplation of the transactions contemplated hereby, or (D) the direct
     effects of compliance with this Agreement on the operating performance of
     Ztango, including expenses incurred by Ztango in consummating the
     transactions contemplated by this Agreement, or (E) effects demonstrably
     shown to have been proximately caused by the public announcement of and the
     response or reaction of customers, vendors, licensors, investors or
     employees of Ztango to, this Agreement or any of the transactions
     contemplated hereby.

          "ZTANGO PREFERRED STOCK" means the $0.001 par value preferred stock of
     Ztango, including, but not limited to, (i) the Ztango Series A1 Preferred
     Stock, (ii) the Ztango Series A2 Preferred Stock, and (iii) the Ztango
     Series A3 Preferred Stock.

          "ZTANGO SERIES A AGGREGATE LIQUIDATION PREFERENCE" means
     $16,618,078.34, assuming a Closing on July 30, 2004.

          "ZTANGO STOCK" means the Ztango Preferred Stock and the Ztango Common
     Stock.

          "ZTANGO STOCK PLAN" means the Ztango, Inc. 2002 Stock Option Plan,
     existing as of the date hereof.

          "ZTANGO SUBSIDIARIES" means any corporation, limited liability
     company, limited partnership, limited liability partnership or other
     organization acquired as a Subsidiary of Ztango in the future and held as a
     Subsidiary by Ztango at the Effective Time.

          "ZTANGO TRANSACTION EXPENSES" means all direct costs and expenses
     incurred by or on behalf of Ztango or the Participating Ztango Stockholders
     (to the extent not


                                      -67-



     satisfied by such Participating Ztango Stockholders directly without
     recourse against Ztango), whether billed or unbilled and regardless of
     whether such expenses have been presently satisfied or discharged, or are
     not yet due and payable, in connection with the Acquisitions, including,
     except as expressly set forth below, (i) travel, meal and entertainment
     expenses incurred in connection with the Acquisition Transactions, (ii)
     fees and expenses of Kroll Security or other consultants, (iii) any costs,
     bonuses or other payments to Ztango's employees, officers, or consultants
     in connection with or as a result of the Acquisition Transactions, whether
     under any Contract between Ztango and any of its employees, officers, or
     consultants or otherwise, except as expressly excluded below, (iv) fees and
     expenses of Deloitte & Touche LLP in excess of $95,000, (v) fees and
     expenses of counsel, including, but not limited to, Wollmuth Maher &
     Deutsch LLP and Kim & Chang, LLP, and (vi) any amount in excess of $20,000
     payable in connection with the underwriting of the director and officer
     tail insurance policy contemplated by Section 8.11(c); but excluding (u)
     any amounts payable to Mooreland Partners LLC that are satisfied and
     discharged in full upon delivery of the Mooreland Shares, (v) any amounts
     payable to Mark Caron that are satisfied and discharged in full upon
     delivery of the Mark Caron Shares, (w) any amounts paid pursuant to the
     Cash-Out Option, (x) up to $20,000 payable in connection with the
     underwriting of the director and officer tail insurance policy contemplated
     by Section 8.11(c); (y) up to $15,000 of amounts paid to Houlihan Valuation
     Services in connection with services provided to Ztango associated with the
     audit of its financial statements; and (z) up to $35,000 paid to Mooreland
     Partners LLC by Ztango as a portion of its initial engagement fee.

          "ZTANGO TRANSACTION EXPENSE OVERAGE" means the amount by which the
     Ztango Transaction Expenses exceed $325,000.

          "ZTANGO VALUE" means $20,000,000, less the amount of the Ztango
     Transaction Expense Overage, expressed in U.S. Dollars.

     (b) The terms set forth below shall have the meanings ascribed thereto in
the referenced sections:



TERM                                            PAGE
- ----                                            ----
                                             
Acquisition Transactions.....................     1
Agent........................................     1
Agreement....................................     1
Antitrust Laws...............................    43
Asserted Liability...........................    48
Buyer Indemnitees............................    46
Cash-Out Option..............................     6
Certificate of Merger........................     3
Certificates.................................     7
Claims Notice................................    48
Closing......................................     2
Contest Notice...............................    48
DGCL.........................................     1
DOJ..........................................    43
DOL..........................................    18
Effective Time...............................     3
Escrow Agreement.............................     9
Escrow Cash Payment..........................     5
Escrowed Shares..............................     9
FTC..........................................    43



                                      -68-





TERM                                            PAGE
- ----                                            ----
                                             
Group........................................    42
IIPI.........................................    21
Indemnified Party............................    48
Indemnifying Party...........................    48
IRS..........................................    18
Merger.......................................     1
Newco........................................     1
Participating Ztango Stockholders............     1
Preferred Stock Investor Rights Agreement....    51
Proxy Statement..............................    40
Seller Indemnitees...........................    47
Stock Purchase...............................     1
Stockholder Accredited Investor Certificate..    41
Takeover Laws................................    23
Transaction Documents........................    22
Transaction Expenses.........................    69
WARN Act.....................................    17
WiderThan....................................     1
WiderThan Material Contracts.................    31
Ztango.......................................     1
Ztango Audited Financial Statements..........    53
Ztango Benefit Plans.........................    18
Ztango Contracts.............................    21
Ztango Corporate Officials...................    39
Ztango ERISA Plan............................    18
Ztango Options...............................     6
Ztango Registration Rights Agreement.........    39
Ztango Series A1 Preferred Stock.............    12
Ztango Series A2 Preferred Stock.............    12
Ztango Series A3 Preferred Stock.............    12
Ztango Stockholders' Agreement...............    39


     Any singular term in this Agreement shall be deemed to include the plural,
and any plural term the singular. Whenever the words "include," "includes" or
"including" are used in this Agreement, they shall be deemed followed by the
words "without limitation."

13.2 EXPENSES.

     Subject to Section 10.2(d), in the event the Acquisition Transactions are
consummated, WiderThan shall bear and pay all direct costs and expenses incurred
by WiderThan, by Newco, by Ztango, or on their behalves in connection with the
transactions contemplated hereunder, including fees and expenses of their
financial or other consultants, investment bankers, accountants, and counsel
("Transaction Expenses"). Except as set forth in the immediately preceding
sentence, all Parties to this Agreement shall bear and pay all direct costs and
expenses incurred by them or on their behalves in connection with the
transactions contemplated hereunder.

13.3 BROKERS AND FINDERS.

     Except for Mooreland Partners LLC as to Ztango, each of the Parties
represents and warrants that neither it nor any of its officers, directors,
employees, or Affiliates has employed any broker or finder or incurred any
Liability for any financial advisory fees, investment bankers' fees, brokerage
fees, commissions, or finders' fees in connection with this Agreement or the
transactions contemplated hereby. In the event of a claim by any broker or
finder based upon such broker's representing or being retained by or allegedly
representing or being retained by Ztango or by WiderThan, each of Ztango and
WiderThan, as the case may be, agrees to indemnify and hold the other Party
harmless of and from any Liability in respect of any such claim.


                                      -69-



13.4 ENTIRE AGREEMENT.

     Except as otherwise expressly provided herein, this Agreement (including
the documents and instruments referred to herein) constitutes the entire
agreement between the Parties with respect to the transactions contemplated
hereunder and supersedes all prior arrangements or understandings with respect
thereto, written or oral (except, as to Section 9.6(b), for the Confidentiality
Agreements but including, without limitation, the Letter of Intent by and
between WiderThan and Ztango dated March 17, 2004, as amended). Nothing in this
Agreement expressed or implied, is intended to confer upon any Person, other
than the Parties or their respective successors, any rights, remedies,
obligations, or liabilities under or by reason of this Agreement.

13.5 AMENDMENTS.

     Except as set forth in Section 9.1(b), this Agreement may be amended only
by a subsequent writing signed by each of WiderThan, Newco, Ztango, i-Hatch
Ventures, LLC, General Atlantic Partners 64, L.P. and the Stockholder
Representative (on behalf of the Participating Ztango Stockholders) and any such
amendment shall be binding on all Parties and all Participating Ztango
Stockholders as fully and completely as if each one had signed such amendment.
The Participating Ztango Stockholders hereby irrevocably authorize the
Stockholder Representative to execute any amendments to this Agreement if
i-Hatch Ventures, LLC and General Atlantic Partners 64, L.P. consent in writing
to such amendment.

13.6 WAIVERS.

     (a) Prior to or at the Effective Time, WiderThan, acting through its Board
of Directors, chief executive officer or other authorized officer, shall have
the right to waive any Default in the performance of any term of this Agreement
by Ztango, to waive or extend the time for the compliance or fulfillment by
Ztango of any and all of its obligations under this Agreement, and to waive any
or all of the conditions precedent to the obligations of WiderThan under this
Agreement, except any condition which, if not satisfied, would result in the
violation of any Law. No such waiver shall be effective unless in writing signed
by a duly authorized officer of WiderThan.

     (b) Prior to or at the Effective Time, Ztango, acting through its Board of
Directors, chief executive officer or other authorized officer, shall have the
right to waive any Default in the performance of any term of this Agreement by
WiderThan or Newco, to waive or extend the time for the compliance or
fulfillment by WiderThan or Newco of any and all of its obligations under this
Agreement, and to waive any or all of the conditions precedent to the
obligations of Ztango under this Agreement, except any condition which, if not
satisfied, would result in the violation of any Law. No such waiver shall be
effective unless in writing signed by a duly authorized officer of Ztango.

     (c) The failure of any Party at any time or times to require performance of
any provision hereof shall in no manner affect the right of such Party at a
later time to enforce the same or any other provision of this Agreement. No
waiver of any condition or of the


                                      -70-



breach of any term contained in this Agreement in one or more instances shall be
deemed to be or construed as a further or continuing waiver of such condition or
breach or a waiver of any other condition or of the breach of any other term of
this Agreement.

13.7 ASSIGNMENT.

     Except as expressly contemplated hereby, neither this Agreement nor any of
the rights, interests or obligations hereunder shall be assigned by any Party
hereto (whether by operation of Law or otherwise) without the prior written
consent of the other Party. Subject to the preceding sentence, this Agreement
will be binding upon, inure to the benefit of and be enforceable by the Parties
and their respective successors and assigns.

13.8 NOTICES.

     All notices or other communications which are required or permitted
hereunder shall be in writing and sufficient if delivered by hand, by facsimile
transmission, by registered or certified mail, postage pre-paid, or by courier
or overnight carrier, to the persons at the addresses set forth below (or at
such other address as may be provided hereunder), and shall be deemed to have
been delivered as of the date so delivered:

          Ztango & the
          Participating
          Ztango Stockholders:   Ztango, Inc.
                                 11 West 42nd Street
                                 11th Floor
                                 New York, New York 10036
                                 Facsimile Number: (212) 391-9566

                                 Attention: General Counsel

          With a copy to:        Ztango, Inc.
                                 11600 Sunrise Valley Drive
                                 Suite 440
                                 Reston, Virginia 26191

                                 Attention: Vern Poyner, CEO

          Copy to Counsel:       Wollmuth Maher & Deutsch LLP
                                 500 Fifth Avenue
                                 12th Floor
                                 New York, New York 10110
                                 Facsimile Number: (212) 382-0050

                                 Attention: Rory M. Deutsch


                                      -71-



          WiderThan & Agent:     WiderThan.com, Co. Ltd.
                                 K1 REIT Bldg. 463
                                 Chungjeong-ro, Seodaemun-gu
                                 Seoul 120-709, Korea
                                 +82-2-2014-5361
                                 Facsimile Number: +82-2-2014-5004

                                 Attention: Hoseok Kim

          Copy to Counsel:       Alston & Bird LLP
                                 90 Park Avenue
                                 New York, New York 11016
                                 Facsimile Number: 212-210-9444

                                 Attention: Aydin Caginalp & William Kim

13.9 GOVERNING LAW.

     Except as to Exclusive Korean Law Matters (which shall be governed by
Korean law without regard to any conflict of law or choice of law principles
that might otherwise apply), the Parties agree that all other aspects of this
Agreement shall be governed by and construed in all respects in accordance with
the laws of the State of New York (without regard to its or any other conflict
of law principles). The Parties all expressly agree and acknowledge that the
State of New York has a reasonable relationship to the Parties and/or this
Agreement. As to any dispute, claim, or litigation arising out of or relating in
any way to this Agreement or the transaction at issue in this Agreement, except
as set forth in the Escrow Agreement, the Parties hereto hereby agree and
consent to be subject to the exclusive jurisdiction of the United States
District Court for the Southern District of New York, except to the extent
otherwise required by Korean law with respect to Exclusive Korean Law Matters.
If jurisdiction is not present in federal court, then, except as set forth in
the Escrow Agreement, the Parties hereby agree and consent to the exclusive
jurisdiction of the state courts of New York County, New York, except to the
extent required by Korean law with respect to Exclusive Korean Law Matters. Each
Party hereto hereby irrevocably waives, to the fullest extent permitted by Law,
(a) any objection that it may now or hereafter have to laying venue of any suit,
action or proceeding brought in such court, (b) any claim that any suit, action
or proceeding brought in such court has been brought in an inconvenient forum,
and (c) any defense that it may now or hereafter have based on lack of personal
jurisdiction in such forum.

13.10 COUNTERPARTS.

     This Agreement may be executed in two or more counterparts, each of which
shall be deemed to be an original, but all of which together shall constitute
one and the same instrument.


                                      -72-



13.11 CAPTIONS; ARTICLES AND SECTIONS.

     The captions contained in this Agreement are for reference purposes only
and are not part of this Agreement. Unless otherwise indicated, all references
to particular Articles or Sections shall mean and refer to the referenced
Articles and Sections of this Agreement.

13.12 INTERPRETATIONS.

     Neither this Agreement nor any uncertainty or ambiguity herein shall be
construed or resolved against any Party, whether under any rule of construction
or otherwise. No Party to this Agreement shall be considered the draftsman. The
Parties acknowledge and agree that this Agreement has been reviewed, negotiated,
and accepted by all Parties and their attorneys and shall be construed and
interpreted according to the ordinary meaning of the words used so as fairly to
accomplish the purposes and intentions of all Parties hereto.

13.13 SEVERABILITY.

     Any term or provision of this Agreement which is invalid or unenforceable
in any jurisdiction shall, as to that jurisdiction, be ineffective to the extent
of such invalidity or unenforceability without rendering invalid or
unenforceable the remaining terms and provisions of this Agreement or affecting
the validity or enforceability of any of the terms or provisions of this
Agreement in any other jurisdiction. If any provision of this Agreement is so
broad as to be unenforceable, the provision shall be interpreted to be only so
broad as is enforceable.

13.14 REPRESENTATION BY COUNSEL.

     Each of WiderThan and Newco, on the one hand, and Ztango, the Agent, and
the Participating Ztango Stockholders, on the other hand, acknowledge and agree
that they have been represented by counsel and are not relying on the advice of
such other Party's counsel as to any matters set forth herein, except as
expressly required in connection with the opinions to be rendered in accordance
with Sections 11.2(d) and 11.3(e).

13.15 RELIANCE.

     The Parties agree that, notwithstanding any access to information by any
party or any right of a party to this Agreement to investigate the affairs of
any other party to this Agreement, the party having such access and right to
investigate shall have the right to rely fully upon the representations and
warranties of the other party expressly contained in this Agreement and on the
accuracy of any Schedule, Exhibit or other document attached hereto or referred
to herein or delivered by such other party or pursuant to this Agreement.

                         [SIGNATURES BEGIN ON NEXT PAGE]


                                      -73-



     IN WITNESS WHEREOF, each of the Parties has caused this Agreement to be
executed on its behalf by its duly authorized officers as of the day and year
first above written.

                                        WIDERTHAN.COM, LTD.


                                        By: /s/ Jin Woo So
                                            ------------------------------------
                                            Jin Woo So
                                            Representative Director


                                        WIDERTHAN.COM USA, INC.


                                        By: /s/ Sangjun Park
                                            ------------------------------------
                                            Sangjun Park
                                            President


                                        ZTANGO, INC.


                                        By: /s/ Vern Poyner
                                            ------------------------------------
                                            Vern Poyner
                                            President


                                        SANGJUN PARK, as Agent for the
                                        Participating Ztango Stockholders


                                        By: /s/ Sangjun Park
                                            ------------------------------------
                                            Sangjun Park

                       [SIGNATURES CONTINUE ON NEXT PAGE]]



                             PARTICIPATING ZTANGO STOCKHOLDER



                             By: /s/ Mark Caron
                                 -----------------------------------------------
                                 Mark Caron



                             By: /s/ Dan Oakley
                                 -----------------------------------------------
                                 Dan Oakley



                             By: /s/ David Warmflash
                                 -----------------------------------------------
                                 David Warmflash



                             By: /s/ Glenn S. Dorsey
                                 -----------------------------------------------
                                 Glenn S. Dorsey



                             By: /s/ James M. Lyon
                                 -----------------------------------------------
                                 James M. Lyon



                             By: /s/ Joan Dea
                                 -----------------------------------------------
                                 Joan Dea



                             By: /s/ Joel-Andre Ornstein
                                 -----------------------------------------------
                                 Joel-Andre Ornstein



                             By: /s/ Maureen C. Tompkins
                                 -----------------------------------------------
                                 Maureen C. Tompkins



                             By: /s/ Michael Miller
                                 -----------------------------------------------
                                 Michael Miller



                             By: /s/ Paul Eisen
                                 -----------------------------------------------
                                 Paul Eisen



                             By: /s/ Robert Mosberg
                                 -----------------------------------------------
                                 Robert Mosberg



                             By: /s/ Robert Mittleman
                                 -----------------------------------------------
                                 Robert Mittleman



                             By: /s/ Theodore Nierenberg
                                 -----------------------------------------------
                                 Theodore Nierenberg



                             By: /s/ Vairam Alagappan
                                 -----------------------------------------------
                                 Vairam Alagappan



                   Entity:       A. Douglas Henderson Revocable Trust
                                 -----------------------------------------------
                             By: /s/ James M. Lyon
                                 James M. Lyon
                                 Trustee



                   Entity:       Aspira Capital Management, LP
                                 -----------------------------------------------
                             By: BL Capital Partners, L.P., General Partner
                             By: BL Capital Corp., General Partner
                                 /s/ Benny Lorenzo
                                 Benny Lorenzo
                                 President



                   Entity:       BPTH SLP
                                 -----------------------------------------------
                             By: /s/ Ronald B. Johnson
                                 Ronald B. Johnson
                                 Jefferies & Co. -- Administrator


                   Entity:       Casper Capital Ltd.
                                 -----------------------------------------------
                             By: /s/ Nancy C. Moore
                                 Nancy C. Moore
                                 President



                   Entity:       Futurtec, L.P.
                                 -----------------------------------------------
                             By: Futurtec Capital Corporation, General Partner
                                 /s/ Ido Klear
                                 Ido Klear
                                 President



                   Entity:       GAP Coinvestment Partners II, L.P.
                                 -----------------------------------------------
                             By: /s/ David C. Hodgson
                                 David C. Hodgson
                                 General Partner



                   Entity:       General Atlantic Partners 64, L.P.
                                 -----------------------------------------------
                             By: /s/ David C. Hodgson
                                 David C. Hodgson
                                 Managing Member



                   Entity:       Harto Family Partners, L.P.
                                 -----------------------------------------------
                             By: /s/ Maxine Garner
                                 Maxine Garner
                                 President, Amano Inc., General Partner



                   Entity:       i-Hatch Advisors, L.P.
                                 -----------------------------------------------
                             By: /s/ Andrew Sutton
                                 Andrew Sutton
                                 CFO, i-Hatch Ventures, LLC, General Partner



                   Entity:       i-Hatch Ventures, L.P.
                                 -----------------------------------------------
                             By: /s/ Andrew Sutton
                                 Andrew Sutton
                                 CFO, i-Hatch Ventures, LLC, General Partner



                   Entity:       Impact Entrepreneurs Fund, LP
                                 -----------------------------------------------
                             By: /s/ Adam R. Dell
                                 Adam R. Dell
                                 Managing General Partner



                   Entity:       Impact Venture Partners
                                 -----------------------------------------------
                             By: /s/ Adam R. Dell
                                 Adam R. Dell
                                 Managing General Partner



                   Entity:       K&A Trust
                                 -----------------------------------------------
                             By: /s/ Maxine Garner
                                 Maxine Garner
                                 Trustee



                   Entity:       Lyon, Stubbs & Tompkins, Inc.
                                 -----------------------------------------------
                             By: /s/ Glenn S. Dorsey
                                 Glenn S. Dorsey
                                 Vice President



                   Entity:       MK Global Technology Partners, L.P.
                                 -----------------------------------------------
                             By: BLMK Capital Management, LLC, General Partner
                             By: BL Capital Partners, L.P., General Partner
                             By: BL Capital Corp., General Partner
                                 /s/ Benny Lorenzo
                                 Benny Lorenzo
                                 President



                   Entity:       Mount Washington Associates, LLC
                                 -----------------------------------------------
                             By: /s/ J.E. Corette, III
                                 J.E. Corette, III
                                 Authorized Person



                   Entity:       Parande, S.A.
                                 -----------------------------------------------
                             By: /s/ Didier Carlier
                                 Didier Carlier
                                 President



                   Entity:       Sands Brothers Venture Capital II LLC
                                 -----------------------------------------------
                             By: /s/ Steven Sands
                                 Steven Sands
                                 Manager



                   Entity:       Sands Brothers Venture Capital III LLC
                                 -----------------------------------------------
                             By: /s/ Steven Sands
                                 Steven Sands
                                 Manager



                   Entity:       Special K, LLC
                                 -----------------------------------------------
                             By: /s/ Bruce Kafenbaum
                                 Bruce Kafenbaum
                                 Managing Member



                   Entity:       The Washington Dinner Club, LLC
                                 -----------------------------------------------
                             By: /s/ John May
                                 John May
                                 Manager


                   Entity:       VentureHouse Group LLC
                                 -----------------------------------------------
                             By: /s/ Mark Ein
                                 Mark Ein
                                 CEO


                                                                       EXHIBIT 1

SCHEDULE 1.2.B - PARTICIPATING ZTANGO STOCKHOLDERS

                          
Total Transaction Shares:    2,080,000
Expense Shares                  92,907
   Dan Nemo Shares               3,640
   Mooreland Shares             65,867
   Mark Caron Shares            23,400
Net Transaction Shares:(1)   1,987,093





                                                         AGGREGATE SERIES   SERIES B PURCHASE                     FRACTIONAL SHARE
                       ZT SHAREHOLDER                    B PURCHASE PRICE    PRICE PER SHARE    SERIES B SHARES     CASH PAYMENT
     -------------------------------------------------   ----------------   -----------------   ---------------   ----------------
                                                                                                   
1    Mark Caron                                             $ 1,142,910           $9.62              118,862            $5.90
2    A. Douglas Henderson Revocable Trust                   $     2,709           $9.62                  281            $6.68
3    Aspira Capital Management, L.P.                        $    39,183           $9.62                4,075            $0.41
4    Beagle Limited                                         $     5,068           $9.62                  527            $0.59
5    Bernd Buhner                                           $       205           $9.62                   21            $2.76
6    Broadview SLP                                          $     5,799           $9.62                  603            $1.35
7    Casper Capital Ltd.                                    $    67,865           $9.62                7,057            $9.22
8    Dan Oakley                                             $     1,216           $9.62                  126            $4.88
9    David Warmflash                                        $   211,199           $9.62               21,964            $6.50
10   Futurtec, L.P.                                         $   254,579           $9.62               26,476            $2.43
11   GAP Coinvestment Partners II, L.P.                     $   858,177           $9.62               89,250            $4.16
12   General Atlantic Partners 64, L.P.                     $ 4,885,208           $9.62              508,061            $6.51
13   Glenn S. Dorsey                                        $    19,296           $9.62                2,006            $7.60
14   Harto Family Partners, L.P.                            $   102,721           $9.62               10,682            $9.50
15   i-Hatch Advisors, L.P.                                 $   144,839           $9.62               15,063            $2.30
16   i-Hatch Ventures, L.P.                                 $ 7,271,451           $9.62              756,230            $9.01
17   Illuminet, Inc.                                        $    26,554           $9.62                2,761            $5.77
18   Impact Entrepreneurs Fund, LP                          $       243           $9.62                   25            $2.78
19   Impact Venture Partners, LP                            $     3,285           $9.62                  341            $6.08
20   J. Michael Berman                                      $     1,912           $9.62                  198            $8.28
21   James M. Lyon                                          $     2,709           $9.62                  281            $6.68
22   Joan Dea                                               $     1,014           $9.62                  105            $3.96
23   Joel-Andre Ornstein                                    $    29,849           $9.62                3,104            $3.22
24   K&A Trust                                              $   102,721           $9.62               10,682            $9.50
25   Log Cabin LLC                                          $    29,495           $9.62                3,067            $4.42
26   Lyon, Stubb & Tompkins, Inc.                           $     2,709           $9.62                  281            $6.68
27   Maureen C. Tompkins                                    $     9,133           $9.62                  949            $8.49
28   Michael Miller                                         $   313,911           $9.62               32,646            $7.36
29   Michael Miller Investment Family Partnership, LLC      $       205           $9.62                   21            $2.76
30   MK Global Technology Partners, L.P.                    $    11,187           $9.62                1,163            $4.55
31   Monrepos LLC                                           $       205           $9.62                   21            $2.76
32   Mount Washington Associates, L.L.C.                    $     1,014           $9.62                  105            $3.96
33   Net Ventures, N.V.                                     $       409           $9.62                   42            $5.52
34   Parande, S.A.                                          $   480,100           $9.62               49,930            $3.56
35   Paul Eisen                                             $    29,357           $9.62                3,053            $1.15
36   Peter McSpadden                                        $       956           $9.62                   99            $4.35
37   Robert Mittleman                                       $    28,334           $9.62                2,946            $6.59
38   Robert Mosberg                                         $    28,334           $9.62                2,946            $6.59
39   Saints Capital II, L.P.                                $   199,640           $9.62               20,762            $5.32
40   Sands Brothers Venture Capital II LLC                  $ 1,035,366           $9.62              107,678            $0.96
41   Sands Brothers Venture Capital III LLC                 $   623,618           $9.62               64,856            $2.81
42   Special K, LLC                                         $    28,334           $9.62                2,946            $6.59
43   Ted Nierenberg                                         $       956           $9.62                   99            $4.35
44   The Washington Dinner Club, LLC                        $ 1,305,052           $9.62              135,725            $4.34
45   Vairam Alagappan                                       $    18,884           $9.62                1,963            $8.99
46   VentureHouse Group LLC                                 $     3,753           $9.62                  390            $2.62
47   DN                                                     $    35,000           $9.62                3,640            $0.00
48   Mooreland Partners                                     $   633,337           $9.62               65,867            $0.00
                                                            -----------                            ---------            -----
     TOTAL                                                  $20,000,000                            2,079,976            $ 231
                                                            ===========                            =========            =====




                                                                       EXHIBIT 2

                              AMENDED AND RESTATED
                          CERTIFICATE OF INCORPORATION
                                       OF

                                  ZTANGO, INC.

FIRST:    The name of the corporation is: Ztango, Inc. The original name of the
          corporation was Ztango.com, Inc. The initial certificate of
          incorporation of the corporation was filed on March 16, 1999, and has
          been amended and restated in accordance with Section 245 of the
          Delaware General Corporation Law.

SECOND:   The address of the registered office of the corporation in the State
          of Delaware is located at:

               9 E. Lockerman St., Suite 205
               Dover, Delaware 19901
               Located in the County of Kent

          The name of the registered agent at that address is:

               Business Filings International, Inc.

THIRD:    The purpose of the corporation is to engage in any lawful act or
          activity for which corporations may be organized under the Delaware
          General Corporation Law.

FOURTH:   The total number of shares of stock which the corporation is
          authorized to issue is 2000 shares of common stock having no par
          value.

FIFTH:    No director of the corporation shall be personally liable to the
          corporation or its stockholders for monetary damages for breach of
          fiduciary duty as a director; provided, however, that the foregoing
          clause shall not apply to any liability of a director (i) for any
          breach of the director's duty of loyalty to the corporation or its
          stockholders, (ii) for acts or omissions not in good faith or which
          involve intentional misconduct or a knowing violation of law, (iii)
          under Section 174 of the General Corporation Law of the State of
          Delaware, or (iv) for any transaction from which the director derived
          an improper personal benefit. This Article shall not eliminate or
          limit the liability of a director for any act or omission occurring
          prior to the time this Article became effective.

     IN WITNESS WHEREOF, Ztango, Inc. has caused this certificate to be signed
by ______________, its _________________, and _________________, its
[Secretary], this _____ day of June, 2004.


                                        ----------------------------------------
                                        [Name]

                                        [Title]



                                        ATTEST


                                        ----------------------------------------
                                        [Name]

                                        [Secretary]


                                                                       EXHIBIT 3

                                  ZTANGO, INC.

                              AMENDED AND RESTATED

                                     BYLAWS

                            ARTICLE I - STOCKHOLDERS

     SECTION 1. ANNUAL MEETING.

     An annual meeting of the stockholders of Ztango, Inc. (the "Corporation"),
for the election of directors to succeed those whose terms expire and for the
transaction of such other business as may properly come before the meeting,
shall be held at such place, on such date, and at such time as the Board of
Directors shall each year fix, which date shall be within thirteen months
subsequent to the later of the date of incorporation or the last annual meeting
of stockholders.

     SECTION 2. SPECIAL MEETINGS.

     Special meetings of the stockholders, for any purpose or purposes
prescribed in the notice of the meeting, may be called by the President or the
Chief Executive Officer/Founder and Chairman Emeritus and shall be called by the
Secretary upon his receipt of a written request therefore signed by a majority
of the Board of Directors of the Corporation or as otherwise provided by law and
shall be held at such place, on such date, and at such time as they or he shall
fix. Such written request shall state the purpose or purposes of the proposed
meeting.

     SECTION 3. NOTICE OF MEETINGS.



     Written notice of the place, date and time of all meetings of the
stockholder(s) shall be given, not less than ten nor more than sixty days before
the date on which the meeting is to be held, to each stockholder entitled to
vote at such meeting, except as otherwise provided herein or required by law.
Notice of a special meeting shall indicate that it is being issued by or at the
direction of the person or persons calling the meeting and shall also state the
purpose or purposes for which the meeting is called.

     When a meeting is adjourned to another place, date or time, written notice
need not be given of the adjourned meeting if the place, date and time thereof
are announced at the meeting at which the adjournment is taken; provided
however, that if the date of any adjourned meeting is more than thirty days
after the date for which the meeting was originally noticed, or if a new record
date is fixed for the adjourned meeting, written notice of the place, date, and
time of the adjourned meeting shall be given in conformity herewith. At any
adjourned meeting, any business may be transacted which might have been
transacted at the original meeting.

     SECTION 4. QUORUM.

     At any meeting of the stockholder(s), the holders of a majority of all of
the shares of the stock entitled to vote at the meeting, present in person or by
proxy, shall constitute a quorum for all purposes, unless or except to the
extent that the presence of a larger number may be required by law. If a quorum
shall fail to attend any meeting, the Chairman of the meeting (as defined in
Section 5 of Article I) or the holders of a majority of the shares of the stock
entitled to vote who are present, in person or by proxy, may adjourn the meeting
to another place, date, or time.


                                       -2-



     If a notice of any adjourned special meeting of stockholder(s) is sent to
all stockholder(s) entitled to vote thereat, stating that it will be held with
those present constituting a quorum, then except as otherwise required by law,
those present at such adjourned meeting shall constitute a quorum provided that
the holders of not less than one-third of the shares entitled to vote at the
adjourned special meeting, are present in person or by proxy, and all matters
shall be determined by a majority of the votes cast at such meeting.

     SECTION 5. ORGANIZATION.

     Such person as the Board of Directors may have designated or, in the
absence of such a person, the President of the Corporation or, in his absence,
such person as may be chosen by the holders of a majority of the shares entitled
to vote who are present, in person or by proxy, shall call to order any meeting
of the stockholder(s) and act as Chairman of the meeting. In the absence of the
Secretary of the Corporation, the Secretary of the meeting shall be such person
as the Chairman of the Board of Directors appoints.

     SECTION 6. CONDUCT OF BUSINESS.

     The Chairman of any meeting of stockholder(s) shall determine the order of
business and the procedure at the meeting, including such regulation of the
manner of voting and the conduct of discussion as seem to him in order.

     SECTION 7. PROXIES AND VOTING.

     At any meeting of the stockholder(s), every stockholder entitled to vote
may vote in person or by proxy authorized by an instrument in writing filed in
accordance with the procedure established for the meeting.


                                       -3-



     Each stockholder shall have one vote for every share of stock entitled to
vote which is registered in his name on the record date for the meeting, except
as otherwise provided herein or required by law.

     All voting, including on the election of directors, but excepting where
otherwise required by law, may be by a voice vote; provided, however, that upon
demand therefor by a stockholder entitled to vote or his proxy a stock vote
shall be taken by ballots, each of which shall state the name of the stockholder
or proxy voting and such other information as may be required under the
procedure established for the meeting. Every vote taken by ballots shall be
counted by an inspector or inspectors appointed by the Chairman of the meeting.

     All elections shall be determined by a plurality of the votes cast, and
except as otherwise required by law, all others matters shall be determined by a
majority of the votes cast.

     SECTION 8. STOCK LIST.

     A complete list of stockholder(s) entitled to vote at any meeting of
stockholder(s), arranged in alphabetical order for each class of stock and
showing the address of each such stockholder and the number of shares registered
in his name, shall be open to the examination of any such stockholder, for any
purpose germane to the meeting, during ordinary business hours for a period of
at least ten (10) days prior to the meeting, either at a place within the city
where the meeting is to be held, which place shall be specified in the notice of
the meeting, or if not so specified, at the place where the meeting is to be
held.


                                       -4-



     The stock list shall also be kept at the place of the meeting during the
whole time thereof and shall be open to the examination of any such stockholder
who is present. This list shall presumptively determine the identity of the
stockholder(s) entitled to vote at the meeting and the number of shares held by
each of them.

     SECTION 9. CONSENT OF STOCKHOLDER(S) IN LIEU OF MEETING.

     Any action required to be taken at any annual or special meeting of
stockholder(s) of the Corporation, or any action which may be taken at any
annual or special meeting of the stockholder(s), may be taken without a meeting,
without prior notice and without a vote, if a consent in writing, setting forth
the action so taken, shall be signed by the holders of outstanding stock having
not less than the minimum number of votes that would be necessary to authorize
or take such action at a meeting at which all shares entitled to vote thereon
were present and voted.

                         ARTICLE II - BOARD OF DIRECTORS

     SECTION 1. NUMBER OF DIRECTORS.

     The number of directors constituting the entire board of directors shall be
not less than one. The number of directors may be increased or decreased by
amendment to these by-laws by vote of stockholders as hereinafter provided in
Article VIII, dealing generally with amendments. The number of directors may
likewise be increased or decreased by action of the board of directors upon vote
of a majority of the entire board.

     SECTION 2. ELECTION AND TERM OF DIRECTORS.

     At each annual meeting of stockholders, the stockholders shall elect
directors to hold office until the next annual meeting. Each director shall hold
office until the


                                       -5-



expiration of the term for which he is elected, and until his successor shall
have been elected and qualified.

     Whenever the authorized number of directors is increased between annual
meetings of the stockholder(s), a majority of the directors then in office shall
have the power to elect such new directors for the balance of a term and until
their successors are elected and qualified. Any decrease in the authorized
number of directors shall not become effective until the expiration of the term
of the directors then in office unless, at the time of such decrease, there
shall be vacancies on the board which are being eliminated by the decrease.

     SECTION 3. VACANCIES.

     If the office of any director becomes vacant by reason of death,
resignation, disqualification, removal or other cause, a majority of the
directors remaining in office, although less than a quorum, may elect a
successor for the unexpired term and until his successor is elected and
qualified. In the event that no directors are remaining in office, the
appropriate number of successor directors shall be elected by the stockholder(s)
entitled to vote.

     SECTION 4. REGULAR MEETINGS.

     A regular annual meeting of the Board of Directors shall be held at such
place and at such time as shall have been established by the Board of Directors
and publicized among all directors. A notice of each regular annual meeting
shall not be required.

     SECTION 5. SPECIAL MEETINGS.

     Special meetings of the Board of Directors may be called by one-third of
the directors then in office (rounded up to the nearest whole number) or by the
President of


                                       -6-



the Corporation and shall be held at such place, on such date, and at such time
as they or he or they shall fix. Notice of the place, date and time of each
such, special meeting shall be given to each director by whom it is not waived
(i) by depositing written notice with the United States Postal Service, postage
prepaid, not less than five days before such meeting, (ii) by depositing written
notice with a nationally recognized overnight carrier not less than three days
before such meeting, (iii) by telecopying written notice not less than
twenty-four hours before such meeting, (iv) by hand delivery written notice not
less than twenty-four hours before such meeting, or (v) by telephoning oral
notice not less than twenty-four hours before such meeting. Unless otherwise
indicated in the notice thereof, any and all business may be transacted at a
special meeting.

     SECTION 6. QUORUM.

     At any meeting of the Board of Directors, a majority of the entire board
shall constitute a quorum for all purposes. If a quorum shall fail to attend any
meeting, a majority of those present may adjourn the meeting to any place, date,
or time, without further notice or waiver thereof.

     SECTION 7. PARTICIPATION IN MEETINGS BY CONFERENCE TELEPHONE.

     Members of the Board of Directors, or of any committee thereof, may
participate in a meeting of such board or committee by means of conference
telephone or similar communications equipment by means of which all persons
participating in the meeting can hear each other and such participation shall
constitute presence in person at such meeting.

     SECTION 8. CHAIRMAN OF THE BOARD.


                                       -7-



     The Board of Directors shall elect, at its original meeting and each annual
meeting, a Chairman of the Board of Directors who shall be a director and who
shall hold office until the next annual meeting of the Board of Directors and
until his successor is elected and qualified or until his earlier resignation or
removal by act of the Board of Directors. The Chairman of the Board of Directors
shall preside at meetings of the stockholder(s) and the Board of Directors. In
the absence of the Chairman of the Board of Directors, the President of the
Corporation shall preside at meetings of the stockholder(s) and the Board of
Directors.

     SECTION 9. CONDUCT OF BUSINESS.

     At any meeting of the Board of Directors, business shall be transacted in
such order and manner as the board may from time to time determine, and all
matters shall be determined by the vote of a majority of the directors present,
except as otherwise provided herein or required by law. Action may be taken by
the Board of Directors without a meeting if all members thereof consent thereto
in writing, and the writing or writings are filed with the minutes of
proceedings of the Board of Directors.

     SECTION 10. POWERS.

     The Board of Directors may, except as otherwise required by law, exercise
all such powers and do all such acts and things as may be exercised or done by
the Corporation, including, without limiting the generality of the foregoing,
the unqualified power:

     (1)  To declare dividends from time to time in accordance with law;

     (2)  To purchase or otherwise acquire any property, rights or privileges on
          such terms as it shall determine;

     (3)  To authorize the creation, obligations of every in such form as it may
          determine, of written obligations of every kind, negotiable or


                                       -8-



          nonnegotiable, secured or unsecured, and to do all things necessary in
          connection therewith;

     (4)  To remove any officer of the Corporation with or without cause, and
          from time to time devolve the powers and duties of any officer upon
          any other person for the time being;

     (5)  To confer upon any officer of the Corporation the power to appoint,
          remove and suspend subordinate officers, employees and agents;

     (6)  To adopt from time to time such stock, option, stock purchase, bonus
          or other compensation plans for directors, officers, employees and
          agents of the Corporation and its subsidiaries as it may determine;

     (7)  To adopt from time to time such insurance, retirement, and other
          benefit plans for directors, officers, employees and agents of the
          Corporation and its subsidiaries as it may determine; and,

     (8)  To adopt from time to time regulations, not inconsistent with these
          Bylaws, for the management of the Corporation's business and affairs.

     SECTION 11. COMPENSATION OF DIRECTORS.

     Directors, as such, may receive, pursuant to resolution of the Board of
Directors, fixed fees and other compensation for their services as directors,
including, without limitation, their services as members of committees of the
Board of Directors.

                            ARTICLE III - COMMITTEES

     SECTION 1. EXECUTIVE COMMITTEE AND OTHER COMMITTEES.

     The Board of Directors, by resolution adopted by a majority of the entire
Board of Directors, may designate from among its members an executive committee
and other committees, each consisting of one or more directors, and each of
whom, to the extent provided in the resolution, shall have all the authority of
the Board of Directors as may be specified therein, to the fullest extent
permitted by law.

     The Board of Directors may designate one or more directors as alternate
members of any such committee, who may replace an absent member or members at
any meeting


                                      -9-



of such committee. Each such committee shall serve at the pleasure of the
Board of Directors.

     SECTION 2. OFFICERS' COMMITTEES.

     Subject to the approval of the Board of Directors, the Chairman of the
Board of Directors may appoint, or may provide for the appointment of,
committees consisting of officers or other persons, with chairmanships, vice
chairmanships and secretaryships and such duties and powers as the Chairman of
the Board of Directors may, from time to time, designate and prescribe. The
Board of Directors or the Chairman of the Board of Directors may, from time to
time, suspend, alter, continue or terminate any of such committees or the powers
and functions thereof.

     SECTION 3. CONDUCT OF BUSINESS.

     Each committee may determine the procedural rules for meeting and
conducting its business and shall act in accordance therewith, except as
otherwise provided herein or required by law. Adequate provision shall be made
for notice to members of all meetings. One-third of the members of a committee
shall constitute a quorum. All matters shall be determined by a majority vote of
the members present. Action may be taken by any committee without a meeting if
all members thereof consent thereto in writing, and the writing or writings are
filed with the minutes of the proceedings of such committee.

                              ARTICLE IV - OFFICERS

     SECTION 1. GENERAL.

     The officers of the Corporation shall include a Chief Executive
Officer/Founder and Chairman Emeritus, a President and a Secretary, each of whom
shall be elected by the Board of Directors and who shall hold office for a term
of one year and until their


                                      -10-



successors are elected and qualify or until their earlier resignation or
removal. In addition, the Board of Directors may elect a Chairman of the Board,
one or more Vice Presidents, including an Executive Vice President, a Chief
Financial Officer and one or more Assistant Treasurers and one or more Assistant
Secretaries, who shall hold their office for such terms and shall exercise such
powers and perform such duties as shall be determined from time to time by the
Board of Directors. The officers shall be elected at the annual organizational
meeting of the Board of Directors. Any number of offices may be held by the same
person.

     SECTION 2. OTHER OFFICERS AND AGENTS.

     The Board of Directors may appoint such other officers and agents as it
deems advisable, who shall hold their office for such terms and shall exercise
and perform such powers and duties as shall be determined from time to time by
the Board of Directors.

     SECTION 3. CHAIRMAN.

     The Chairman of the Board of Directors shall be a member of the Board of
Directors and shall preside at all meetings of the Board of Directors and of the
stockholders. In addition, the Chairman of the Board of Directors shall have
such powers and perform such other duties as from time to time may be assigned
to him by the Board of Directors.

     SECTION 4. CHIEF EXECUTIVE OFFICER/FOUNDER AND CHAIRMAN EMERITUS.

     The Chief Executive Officer/Founder and Chairman Emeritus shall exercise
such duties as customarily pertain to the office of Chief Executive Officer and
shall have general and active management of the property, business and affairs
of the Corporation, subject to the supervision and control of the Board of
Directors. He shall perform such


                                      -11-



other duties as prescribed from time to time by the Board of Directors or these
Third Amended and Restated Bylaws (the "Bylaws").

     In the absence, disability or refusal of the Chairman of the Board of
Directors to act, or the vacancy of such office, the Chief Executive
Officer/Founder and Chairman Emeritus shall preside at all meetings of the
stockholders and the Board of Directors. Except as the Board of Directors shall
otherwise authorize, the Chief Executive Officer/Founder and Chairman Emeritus
shall be authorized to execute bonds, mortgages and other contracts on behalf of
the Corporation, and shall cause the seal to be affixed to any instrument
requiring it and, when so affixed, the seal shall be attested by the signature
of the Secretary or the Chief Financial Officer or an Assistant Secretary or an
Assistant Treasurer.

     SECTION 5. PRESIDENT.

     The President shall exercise such duties as customarily pertain to the
office of President and shall have general and active management of the
property, business and affairs of the Corporation, subject to the supervision
and control of the Board of Directors. He shall perform such other duties as
prescribed from time to time by the Board of Directors or these Bylaws.

     In the absence, disability or refusal of the Chairman of the Board of
Directors or of the Chief Executive Officer/Founder and Chairman Emeritus to
act, or the vacancy of such office, the President shall preside at all meetings
of the stockholders and of the Board of Directors. Except as the Board of
Directors shall otherwise authorize, the President shall be authorized to
execute bonds, mortgages and other contracts on behalf of the Corporation, and
shall cause the seal to be affixed to any instrument requiring it


                                      -12-



and, when so affixed, the seal shall be attested by the signature of the
Secretary or the Chief Financial Officer or an Assistant Secretary or an
Assistant Treasurer.

     SECTION 6. VICE PRESIDENTS.

     Each Vice President, if any are elected, of whom one or more may be
designated an Executive Vice President, shall have such powers and shall perform
such duties as shall be assigned to him by the Chief Executive Officer/Founder
and Chairman Emeritus, the President or the Board of Directors.

     SECTION 7. CHIEF FINANCIAL OFFICER.

     The Chief Financial Officer shall be the Treasurer of the Corporation. The
Chief Financial Officer shall have custody of the corporate funds, securities,
evidences of indebtedness and other valuables of the Corporation and shall keep
full and accurate accounts of receipts and disbursements in books belonging to
the Corporation. He shall deposit all moneys and other valuables in the name and
to the credit of the Corporation in such depositories as may be designated by
the Board of Directors. The Chief Financial Officer shall disburse the funds of
the Corporation, taking proper vouchers therefor. He shall render to the Chief
Executive Officer/Founder and Chairman Emeritus and Board of Directors, upon
their request, a report of the financial condition of the Corporation. If
required by the Board of Directors, he shall give the Corporation a bond for the
faithful discharge of his duties in such amount and with such surety as the
Board of Directors shall prescribe. The Chief Financial Officer shall have
further powers and perform such other duties incident to the office of Treasurer
as from time to time are assigned to him by the Board of Directors.

     SECTION 8. SECRETARY.


                                      -13-



     The Secretary shall be the Chief Administrative Officer of the Corporation
and shall: (a) cause minutes of all meetings of the stockholders and directors
to be recorded and kept; (b) cause all notices required by these Bylaws or
otherwise to be given properly; (c) see that the minute books, stock books, and
other nonfinancial books, records and papers of the Corporation are kept
properly; and (d) cause all reports, statements, returns, certificates and other
documents to be prepared and filed when as as required. The Secretary shall have
such further powers and perform such other duties as prescribed from time to
time by the Board of Directors.

     SECTION 9. ASSISTANT TREASURERS AND ASSISTANT SECRETARIES.

     Each Assistant Treasurer and each Assistant Secretary, if any are elected,
shall be vested with all the powers and shall perform all the duties of the
Treasurer and Secretary, respectively, in the absence or disability of such
officer, unless or until the Board of Directors shall otherwise determine. In
addition, Assistant Treasurers and Assistant Secretaries shall have such powers
and shall perform such duties as shall be assigned to them by the Board of
Directors.

     SECTION 10. CORPORATION FUNDS AND CHECKS.

     The funds of the Corporation shall be kept in such depositories as shall
from time to time be prescribed by the Board of Directors. All checks or other
orders for the payment of money shall be signed by the Chief Executive
Officer/Founder and Chairman Emeritus, the President or the Chief Financial
Officer or such person or agent as may from time to time be authorized and with
such countersignature, if any, as may be required by the Board of Directors.

     SECTION 11. CONTRACTS AND OTHER DOCUMENTS.


                                      -14-



     The Chief Executive Officer/Founder and Chairman Emeritus, the President or
Chief Financial Officer, or such other officer or officers as may from time to
time be authorized by the Board of Directors or any other committee given
specific authority in the premises by the Board of Directors during the
intervals between the meetings of the Board of Directors, shall have power to
sign and execute on behalf of the Corporation deeds, conveyances and contracts,
and any and all other documents requiring execution by the Corporation.

     SECTION 12. OWNERSHIP OF STOCK OF ANOTHER CORPORATION.

     The Chief Executive Officer/Founder and Chairman Emeritus, the President or
the Chief Financial Officer, or such other officer or agent as shall be
authorized by the Board of Directors, shall have the power and authority, on
behalf of the Corporation, to attend and to vote at any meeting of stockholders
of any corporation in which the Corporation owns stock and may exercise, on
behalf of the Corporation, any and all of the rights and powers incident to the
ownership of such stock at any such meeting, including the authority to execute
and deliver proxies and consents on behalf of the Corporation.

     SECTION 13. DELEGATION OF DUTIES.

     In the absence, disability or refusal of any officer to exercise and
perform his duties, the Board of Directors may delegate to another officer such
powers or duties.

     SECTION 14. RESIGNATION AND REMOVAL.

     Any officer of the Corporation may be removed from office for or without
cause at any time by the Board of Directors. Any officer may resign at any time
in the same manner prescribed for directors under Section 3 of Article III of
these Bylaws.


                                      -15-



     SECTION 15. VACANCIES.

     The Board of Directors shall have power to fill vacancies occurring in any
office.

                                ARTICLE V - STOCK

     SECTION 1. CERTIFICATES OF STOCK.

     Each stockholder shall be entitled to a certificate signed by, or in the
name of the Corporation by, the President or a Vice President, and by the
Secretary or an Assistant Secretary, the Controller, the Treasurer or an
Assistant Treasurer, certifying the number of shares owned by him. Any of or all
the signatures on the certificate may be facsimile.

     SECTION 2. TRANSFERS OF STOCK.

     Transfers of stock shall be made only upon the transfer books of the
Corporation kept at an office of the Corporation or by transfer agents
designated to transfer shares of the stock of the Corporation. Except where a
certificate is issued in accordance with Section 4 of Article V of these Bylaws,
an outstanding certificate for the number of shares involved shall be
surrendered for cancellation before a new certificate is issued therefor.

     SECTION 3. RECORD DATE.

     The Board of Directors may fix a record date, which shall not be more than
sixty nor less than ten days before the date of any meeting of stockholder(s),
nor more than sixty days prior to the time for the other action hereinafter
described, as of which there shall be determined the stockholder(s) who are
entitled: to notice of or to vote at any meeting of stockholder(s) or any
adjournment thereof; to express consent to corporate action in writing without a
meeting; to receive payment of any dividend or other


                                      -16-



distribution or allotment of any rights; or to exercise any rights with respect
to any change, conversion or exchange of stock or with respect to any other
lawful action.

     SECTION 4. LOST, STOLEN OR DESTROYED CERTIFICATES.

     In the event of the loss, theft or destruction of any certificate of stock,
another may be issued in its place pursuant to such regulations as the Board of
Directors may establish concerning proof of such loss, theft or destruction and
concerning the giving of a satisfactory bond or bonds of indemnity.

     SECTION 5. REGULATIONS.

     The issue, transfer, conversion and registration of certificates of stock
shall be governed by such other regulations as the Board of Directors may
establish.

                              ARTICLE VI - NOTICES

     SECTION 1. NOTICES.

     Except as otherwise specifically provided herein or required by law, all
notices required to be given to any stockholder, director, officer, employee or
agent, shall in every instance be effectively given by (i) depositing written
notice with the United States Postal Service, postage paid, (ii) sending written
notice by a nationally recognized overnight carrier, (iii) telecopying written
notice, (iv) hand delivering written notice, or (v) telephoning oral notice. Any
such notice shall be addressed to such stockholder, director, officer, employee,
or agent at his or her last known address as the same appears on the books of
the Corporation or conveyed personally by telephone to the receiver of the
notice. The time when such notice is received, if hand-delivered or telephoned,
shall be the time of the giving of the notice. The time when such notice is
dispatched, if


                                      -17-



delivered through the mails, by overnight carrier or by telecopy, shall be the
time of the giving of such notice.

     SECTION 2. WAIVERS.

     A written waiver of any notice, signed by a stockholder, director, officer,
employee or agent, whether before or after the time of the event for which
notice is to be given, shall be deemed equivalent to the notice required to be
given to such stockholder, director, officer, employee or agent. Neither the
business nor the purpose of any meeting need be specified in such a waiver.

                           ARTICLE VII - MISCELLANEOUS

     SECTION 1. FACSIMILE SIGNATURES.

     In addition to the provisions for use of facsimile signatures elsewhere
specifically authorized in these Bylaws, facsimile signatures of any officer or
officers of the Corporation may be used whenever and as authorized by the Board
of Directors or a committee thereof.

     SECTION 2. CORPORATE SEAL.

     The Board of Directors may provide a suitable seal, containing the name of
the Corporation, which seal shall be in the charge of the Secretary. If and when
so directed by the Board of Directors or a committee thereof, duplicates of the
seal may be kept and used by the Controller, the Treasurer, an Assistant
Secretary or Assistant Treasurer.

     SECTION 3. RELIANCE UPON BOOKS, REPORTS AND RECORDS.

     Each director, each member of any committee designated by the Board of
Directors, and each officer of the Corporation shall, in the performance of his
duties, be fully protected in relying in good faith upon the books of account or
other records of the


                                      -18-



Corporation, including reports made to the Corporation by any of its officers,
by an independent certified public accountant, or by an appraiser selected with
reasonable care.

     SECTION 4. FISCAL YEAR.

     The fiscal year of the Corporation shall be as fixed by the Board of
Directors.

     SECTION 5. TIME PERIODS.

     In applying any provision of these Bylaws which require that an act be done
or not done a specified number of days prior to an event or that an act be done
during a period of a specified number of days prior to an event, calendar days
shall be used, the day of the doing of the act shall be excluded, and the day of
the event shall be included.

                            ARTICLE VIII -AMENDMENTS

     SECTION 1. AMENDMENTS.

     These Bylaws may be amended, suspended or repealed in a manner consistent
with law at any regular or special meeting of the Board of Directors by vote of
a majority of the entire Board or at any stockholder(s) meeting called and
maintained in accordance with Article I of these Bylaws by the holders of a
majority of such shares entitled to vote at such meeting on such matter. Such
amendment, suspension or repeal may be evidenced by resolution or otherwise as
the Board may deem appropriate.

                          ARTICLE IX - INDEMNIFICATION

     Subject to the provisions and qualifications set forth in the General
Corporation Law, the Corporation shall indemnify any person made a party to an
action by or in the right of the Corporation to procure a judgment in its favor,
by reason of the fact that he, his testator or intestate, is or was a director
or officer of the Corporation or is or was serving at the request of the
Corporation as a director or officer of any other corporation


                                      -19-



of any kind, or any partnership, joint venture, trust, employee benefit plan or
other enterprise, against the reasonable expenses, including attorneys' fees
actually and necessarily incurred by him in connection with the defense of such
action, or in connection with an appeal therein, if such director or officer
acted in good faith, for a purpose which he reasonably believed to be in, or not
opposed to, the best interests of the Corporation and, in criminal actions or
proceedings, in addition, had no reasonable cause to believe that his conduct
was unlawful.

     Subject to the same provisions and qualifications set forth in the General
Corporation Law, the Corporation shall also indemnify any person made, or
threatened to be made, a party to an action or proceeding other than one by or
in the right of the Corporation to procure a judgment in its favor, whether
civil or criminal, brought to impose a liability or penalty on such person by
reason of the fact that he, his testator or intestate, is or was a director or
officer of the Corporation or served any other corporation, partnership, joint
venture, trust, employee benefit plan or other enterprise as a director, trustee
or officer thereof at the request of the Corporation, against judgments, fines,
amounts paid in settlement and reasonable expenses, including attorneys' fees
actually and necessarily incurred as a result of such action or proceeding, or
any appeal therein, if such director or officer acted in good faith, for a
purpose which he reasonably believed to be in, or not opposed to, the best
interests of the Corporation and, in criminal actions or proceedings, in
addition, had no reasonable cause to believe that his conduct was unlawful.

     The termination of any such civil or criminal action or proceeding by
judgment, settlement, conviction or upon a plea of nolo contendere, or its
equivalent, shall not in


                                      -20-



itself create a presumption that any such director or officer did not act in
such good faith or that he had reasonable cause to believe that his conduct was
unlawful.

     The undersigned, Secretary of the Corporation, does hereby certify that the
foregoing is a true copy of the Bylaws of the Corporation, and that the same are
in full force and effect as of this date.


Date:
      -------------------------------   ----------------------------------------
                                                        Secretary


                                      -21-


                                                                       EXHIBIT 4


                                  ZTANGO, INC.
                         2004 VIRTUAL STOCK OPTION PLAN

                                    ARTICLE 1
                                     PURPOSE

         1.1 GENERAL. The purpose of the Ztango, Inc. 2004 Virtual Stock Option
Plan (the "Plan") is to promote the success, and enhance the value, of Ztango,
Inc. (the "Company"), by linking the personal interests of employees, officers,
directors and consultants of the Company to the interests of the Company and its
Affiliates (as defined below), including WiderThan.com Co., Ltd. The Plan is
further intended to provide flexibility to the Company in its ability to
motivate, attract, and retain the services of employees, officers, directors and
consultants upon whose judgment, interest, and special effort the successful
conduct of the Company's operation is largely dependent. Accordingly, the Plan
permits the Company to grant from time to time certain Awards (as defined below)
to selected employees, officers, directors and consultants of the Company.

         Any provision of the Plan to the contrary notwithstanding, all grants
of Awards hereunder, and all other obligations of the plan sponsor arising under
the Plan, shall be obligations solely of the Company, and neither Widerthan.com
Co., Ltd., nor any Affiliate of the Company or Widerthan.com Co., Ltd., shall
have any obligations arising under the Plan.


                                    ARTICLE 2
                                   DEFINITIONS

         2.1 DEFINITIONS. When a word or phrase appears in this Plan with the
initial letter capitalized, and the word or phrase does not commence a sentence,
the word or phrase shall generally be given the meaning ascribed to it in this
Section or in Section 1.1 unless a clearly different meaning is required by the
context. The following words and phrases shall have the following meanings:

              (a) "AFFILIATE" means (i) any Subsidiary or Parent, or (ii) an
entity that directly or through one or more intermediaries controls, is
controlled by or is under common control with the Company, as determined by the
Committee.

              (b) "AWARD" means any VSO granted to a Participant under the
Plan in accordance with the directions of the Committee and, as the context
indicates, any CAR, SOR, Dividend Equivalent Right or other compensatory awards
that are granted by the Company hereunder and as part of a VSO.

              (c) "AWARD CERTIFICATE" means a written document, in such form as
the Committee prescribes from time to time, setting forth the terms and
conditions of an Award which shall be binding on the Company and the
Participant.




              (d) "BOARD" means the Board of Directors of the Company.

              (e) "BUSINESS DAY" means a day other than a Saturday, Sunday or
a day on which banks located in the State of New York are authorized or
obligated to close.

              (f) "CASH APPRECIATION RIGHT" or "CAR" means a right, granted
to a Participant pursuant to Articles 4 or 5, to receive a payment equal to the
excess of the CAR Exercise Price over the CAR Grant Price as of a specified date
of exercise or deemed exercise. A Cash Appreciation Right may be in the form of
a Tranche A CAR, a Tranche B CAR, a Non-Korean IPO CAR or Korean IPO CAR, or
such other type of CAR as the Committee may decide to grant.

              (g) "CAR EXERCISE PRICE" means (i) in the case of a Tranche A
CAR, Tranche B CAR, Korean IPO CAR or Non-Korean IPO CAR, the amount in Korean
Won set forth in Section 5.1(b), Section 5.3 or Section 5.4, as applicable, and
(ii) in the case of any other type of CAR granted by the Committee, the amount
in Korean Won determined by the Committee and specified in the applicable Award
Certificate.

              (h) "CAR GRANT PRICE" means, for any CAR, the amount determined
by the Committee pursuant to Article 5 and set forth in an Award Certificate,
which shall be subtracted from the CAR Exercise Price to determine the amount
payable with respect to a CAR.

              (i) "CAUSE" as a reason for a Participant's termination of
employment shall have the meaning assigned such term in the employment
agreement, if any, between such Participant and the Company or an Affiliate,
provided, however, that if there is no such employment agreement in which such
term is defined, and unless otherwise defined in the applicable Award
Certificate, "Cause" shall mean any of the following acts by the Participant, as
determined by the Board:

                  (i) the willful misappropriation, theft or embezzlement of the
         funds or property of the Company or any other person or entity;

                  (ii) use of alcohol or illegal drugs by the Participant
         interfering with the performance of the Participant's obligations to
         the Company after receiving notice and reasonable opportunity to cure;

                  (iii) conviction of, or entering a plea of guilty or no
         contest to, any felony or any other crime involving moral turpitude,
         dishonesty or theft;

                  (iv) any grossly negligent or willful action or omission by
         the Participant that injures the reputation, standing, goodwill,
         business or assets of the Company or its Affiliates;


                                      -2-




                  (v) engaging in unfair competition with the Company or its
         Affiliates, or inducing a customer or client to break, terminate or
         otherwise breach any contract, agreement or commitment with or to the
         Company or its Affiliates;

                  (vi) any breach of confidentiality or unauthorized disclosure
         or use of inside information, customer lists, trade secrets or other
         confidential information or proprietary information of the Company or
         its Affiliates; and

                  (vii) material, continued or deliberate inattention to or
         neglect of any duties reasonably assigned to the Participant after
         receiving notice and a reasonable opportunity to cure.

              (j) "CODE" means the U.S. Internal Revenue Code of 1986, as
amended from time to time.

              (k) "COMMITTEE" means the committee of the Board described in
Article 3.

              (l) "COMPANY" means Ztango, Inc., a Delaware corporation.

              (m) "DATE OF GRANT" means the date an Award is granted by the
Committee or the date an RSO is granted pursuant to the WTCK Stock Option Plan.

              (n) "DISABILITY" or "DISABLED" as a reason for a Participant's
termination of employment shall have the meaning assigned such term in the
employment agreement, if any, between such Participant and the Company or an
Affiliate, provided, however, that if there is no such employment agreement in
which such term is defined, and unless otherwise defined in the applicable Award
Certificate, the term "Disability" or "Disabled" has the same meaning as
provided in the long-term disability plan or policy maintained by the Company
for the benefit of the Participant (whether or not such Participant actually
receives disability benefits under such plan or policy). If no long-term
disability plan or policy was ever maintained on behalf of a Participant, then
"Disability" or "Disabled" means "permanent and total disability" with the
meaning of Section 22(e)(3) of the Code. In the event of a dispute, the
determination whether or not a Participant has a Disability or is Disabled will
be made pursuant to the terms of such employment agreement between the
Participant and the Company or an Affiliate, and if no such employment agreement
exists, then by the Committee in good faith.

              (o) "DIVIDEND EQUIVALENT RIGHT" means a Pre-IPO DER or a
Non-Korean IPO DER with such rights as are described in Article 7.

              (p) "EFFECTIVE DATE" means the date of the Closing as defined in
that certain Agreement dated June 28, 2004, executed among the Company,
WiderThan.com


                                      -3-



Co. Ltd., WiderThan.com USA, Inc. and certain other parties, pursuant to which
WiderThan.com USA, Inc. is merged with and into the Company.

              (q) "ELIGIBLE PARTICIPANT" means an employee, officer,
consultant or director of the Company or any Affiliate, provided, however, that
with respect to grants of RSOs under the WTCK Stock Option Plan, the term
"Eligible Participant" shall mean only an employee, officer, consultant or
director of the Company or an Affiliate that is eligible for such grants under
the SEA and the Enforcement Decree of the SEA.

              (r) "ENFORCEMENT DECREE OF THE SEA" means the Enforcement Decree
of the Korean Securities Exchange Act, as amended from time to time.

              (s) "EXCHANGE" means the Korean Stock Exchange, the KOSDAQ, the
Nasdaq National Market, or any national securities exchange of Korea or the U.S.
on which the Stock may from time to time be listed or traded.

              (t) "EXTRAORDINARY DIVIDEND" has the meaning assigned to such
term in Section 7.1.

              (u) "FAIR MARKET VALUE" means, as of any date, if the Stock is
not listed or traded on an Exchange, the value of a Share of Stock determined in
accordance with Korean law by the accountants for WTCK. At any time after the
Stock is listed or traded on an Exchange, the "Fair Market Value" of a Share of
Stock as of any date (i) shall be, for purposes of calculating payments with
respect to VSOs, the last sales price on such date for a Share of Stock on the
principal Exchange on which the Stock is then listed or traded or, if no sales
occurred on such date, then the last sales price on the immediately preceding
day on which a sale of Shares occurred on such Exchange, and (ii) shall be, for
purposes of making determinations with respect to any RSO, the fair market value
of a Share as set forth in the SEA and the Enforcement Decree of the SEA.

              (v) "IPO" means the initial public offering of any class or
series of WTCK's equity securities pursuant to a registration statement filed by
the Company under the 1933 Act or the SEA which results in equity securities
become listed or traded on an Exchange. References herein to the date of an IPO
shall mean the date on which such IPO becomes effective under U.S. or Korean
law, as applicable.

              (w) "IPO SHARE PRICE" means the initial per share price at which
 Stock is issued pursuant to an IPO.

              (x) "KOREAN IPO" means an IPO effectuated through the listing
of the Shares, or WTCK securities substituted for the Shares, on the Korean
Stock Exchange or KOSDAQ.

              (y) "KOREAN IPO CAR" means a CAR that is granted to a Participant
pursuant to Section 5.3 if, and only if, an IPO is effectuated through the
listing of the


                                      -4-



Shares, or WTCK securities substituted for the Shares, on the Korean Stock
Exchange or KOSDAQ.

              (z) "NON-KOREAN IPO" means an IPO effectuated through the
listing of the Shares, or WTCK securities substituted for the Shares, on the
Korean Stock Exchange or KOSDAQ.

              (aa) "NON-KOREAN IPO CAR" means a CAR that is granted to a
Participant pursuant to Section 5.4 if, and only if, an IPO is effectuated
through the listing of the Shares, or WTCK securities substituted for the
Shares, on an Exchange other than the Korean Stock Exchange or KOSDAQ.


              (bb) "ORIGINAL PARTICIPANT" has the meaning assigned to such
term in Article 4.

              (cc) "PARENT" means a corporation, limited liability company,
partnership or other entity which owns or beneficially owns a majority of the
outstanding voting stock or voting power of the Company.

              (dd) "PARTICIPANT" means an individual who, as an employee,
officer, director or consultant of the Company, has been granted an Award under
the Plan; provided that in the case of the death of a Participant, the term
"Participant" refers to a beneficiary designated pursuant to Section 8.3 or the
legal guardian or other legal representative acting in a fiduciary capacity on
behalf of the Participant under applicable state and court supervision.

              (ee) "PERSON" means any individual, entity or group, within the
meaning of Section 3(a)(9) of the 1934 Act and as used in Section 13(d)(3) or
14(d)(2) of the 1934 Act.

              (ff) "PLAN" means this Ztango, Inc. 2004 Virtual Stock Option
Plan, as amended from time to time.

              (gg) "REGULAR STOCK OPTION" or "RSO" means a stock option
right, to be granted to a Participant under the WTCK Stock Option Plan, to
purchase Stock at a specified price during specified time periods or to receive
a cash payment as described in Section 5.2(e). All Regular Stock Options shall
be non-statutory stock options under U.S. law that does not qualify under
Section 422 of the Code.

              (hh) "RETIREMENT" means a Participant's termination of
employment with the Company or an Affiliate with the Committee's approval after
attaining any normal or early retirement age specified in any pension, profit
sharing or other retirement program sponsored by the Company, or, in the event
of the inapplicability thereof with respect to the Participant in question, as
determined by the Committee in good faith.


                                      -5-




         (ii) "RSO EXERCISE PRICE" means the per share price at which Shares
may be purchased or a cash settlement may be made pursuant to Section
upon exercise of an RSO.

         (jj) "SALE TRANSACTION" means and includes any one of the following
which occurs after the effective time of the merger of WiderThan.com USA, Inc.
with and into the Company pursuant to that certain Agreement, dated June 28,
2004, executed among the Company, WiderThan.com Co. Ltd., WiderThan.com USA,
Inc. and certain other parties:

                  (i) any Person is or becomes a "beneficial owner" (as defined
         in Rule 13d-3 under the 1934 Act), directly or indirectly, of either
         (A) an amount in excess of fifty percent (50%) or more of the
         then-outstanding shares of common stock of WTCK ("WTCK Common Stock")
         or (B) securities of the Company representing in excess of fifty
         percent (50%) or more of the combined voting power of all of WTCK's
         then outstanding securities eligible to vote for the election of
         directors (the "WTCK Voting Securities"); provided, however, that for
         purposes of this subsection (ii), the following acquisitions of WTCK
         Stock or WTCK Voting Securities shall not constitute a Change in
         Control irrespective of the percentage of stock acquired: (w) an
         acquisition directly from WTCK or one of its Subsidiaries, (x) an
         acquisition by WTCK or one of its Affiliates or by an affiliate of a
         shareholder of WTCK, (y) an acquisition by any employee benefit plan
         (or related trust) sponsored or maintained by the WTCK or one of its
         Affiliates, or (z) an acquisition pursuant to a bona fide venture
         capital financing transaction; or

                  (ii) the consummation of a reorganization, merger,
         consolidation, statutory share exchange or similar form of corporate
         transaction involving WTCK (a "Reorganization"), or the sale or other
         disposition of all or substantially all of WTCKs assets (a "Sale") or
         the acquisition of assets or stock of another corporation (an
         "Acquisition"), unless immediately following such Reorganization, Sale
         or Acquisition: (A) Persons who were the beneficial owners,
         respectively, of the outstanding WTCK Common Stock and outstanding
         Voting Securities immediately prior to such Reorganization, Sale or
         Acquisition, or the Affiliates of such Persons, beneficially own,
         directly or indirectly, more than fifty percent (50%) of, respectively,
         the then outstanding shares of common stock and the combined voting
         power of the then outstanding voting securities entitled to vote
         generally in the election of directors, as the case may be, of the
         corporation resulting from such Reorganization, Sale or Acquisition
         (including, without limitation, a corporation which as a result of such
         transaction owns WTCK or all or substantially all of the


                                      -6-



         WTCK's assets or stock either directly or through one or more
         subsidiaries).

         (kk) "SECURITIES AND EXCHANGE ACT" or "SEA" means the Securities and
Exchange Act of Korea, as amended from time to time.

         (ll) "SHARES" means shares of Stock. If there has been an adjustment
or substitution pursuant to Section 9.1, the term "Shares" shall also include
any shares of stock or other securities that are substituted for Shares or into
which Shares are adjusted pursuant to Section 9.1.

         (mm) "STOCK OPTION RIGHT" or "SOR" means an award granted by the
Company under this Plan representing a right to receive a Regular Stock Option
subject to the terms of the Plan.

         (nn) "STOCK" means the KRW 500 par value common stock of WTCK and
such other securities of WTCK as may be substituted for Stock pursuant to
Article 9.

         (oo) "SUBSIDIARY" means any corporation, limited liability company,
partnership or other entity of which a majority of the outstanding voting stock
or voting power is beneficially owned directly or indirectly by the Company.

         (pp) "TRANCHE A CAR" means a CAR that is granted as part of a
Tranche A VSO and has the characteristics and is subject to the terms set forth
in Section 5.1.

         (qq) "TRANCHE A VSO" means a VSO granted to an Original Participant
pursuant to the applicable provisions of Article 5, which shall consist of (i) a
Tranche A CAR, (ii) either (A) an SOR that relates to a Regular Stock Option and
a Korean IPO CAR or (B) a Non-Korean IPO CAR, and (iii) a Dividend Equivalent
Right.

         (rr) "TRANCHE B CAR" means a CAR that is granted as part of a
Tranche B VSO and has the characteristics and is subject to the terms set forth
in Section 5.1.

         (ss) "TRANCHE B VSO" means a Tranche B VSO granted to an Original
Participant pursuant to the applicable provisions of Article 5, which shall
consist of (1) a Tranche B CAR, (ii) either (A) an SOR that relates to a Regular
Stock Option and a Korean IPO CAR or (B) a Non-Korean IPO CAR, and (iii) a
Dividend Equivalent Right.

         (tt) "WTCK" means WiderThan.com Co., Ltd., a Korean corporation.



                                      -7-



         (uu) "WTCK STOCK OPTION PLAN" means the Stock Option Plan of
Widerthan.com Co., Ltd., as amended from time to time, pursuant to which Regular
Stock Options will be granted.

         (vv) "VIRTUAL STOCK OPTION" or "VSO" means a virtual stock
option, which confers upon a Participant the right to receive compensation
measured by or otherwise related to appreciation in the value of Shares of
Stock, and which may contain a CAR, a SOR or such similar rights as the
Committee may determine.

         (ww) "1933 ACT" means the U.S. Securities Act of 1933, as amended from
time to time.

         (xx) "1934 ACT" means the U.S. Securities Exchange Act of 1934, as
amended from time to time.

     2.2 RULES OF CONSTRUCTION. Unless the context otherwise requires or
unless otherwise specifically defined herein, (i) the terms "Article" and
"Section" shall refer to the Articles and Sections, respectively, of the Plan,
(ii) a term shall have the meaning assigned to it in Section 1.1 or 2.1, (iii)
all references to "Korea" or "Korean" shall refer to the Republic of Korea and
all references to "U.S." shall refer to the United States of America, (iv) all
references to the Company shall include any successor thereto, (v) any Appendix
hereto shall be incorporated by referenced and deemed a part of the Plan for all
purposes, (vi) words in the singular shall include the plural and vice-versa,
and (vii) words in the masculine gender shall include the feminine and neuter,
and vice-versa.


                                    ARTICLE 3
                                 ADMINISTRATION

     3.1 COMMITTEE. The Plan shall be administered by a Committee appointed
by the Board or, at the discretion of the Board from time to time, the Plan may
be administered by the Board. The members of the Committee shall be appointed
by, and may be changed at any time and from time to time in the discretion of,
the Board. The Board may reserve to itself any or all of the authority and
responsibility of the Committee under the Plan or may act as administrator of
the Plan for any and all purposes. To the extent the Board has reserved any
authority and responsibility or during any time that the Board is acting as
administrator of the Plan, it shall have all the powers of the Committee
hereunder, and any reference herein to the Committee (other than in this Section
3.1) shall include the Board. To the extent any action of the Board under the
Plan conflicts with actions taken by the Committee, the actions of the Board
shall control.

     3.2 ACTION AND INTERPRETATIONS BY THE COMMITTEE. For purposes of
administering the Plan, the Committee may from time to time adopt rules,
regulations, guidelines and procedures for carrying out the provisions and
purposes of the Plan and make such other determinations, not inconsistent with
the Plan, as the


                                      -8-



Committee may deem appropriate. The Committee's interpretation of the Plan, any
Awards granted under the Plan, any Award Certificate and all decisions and
determinations by the Committee with respect to the Plan are final, binding, and
conclusive on all parties. Each member of the Committee is entitled to, in good
faith, rely or act upon any report or other information furnished to that member
by any officer or other employee of the Company or any Affiliate, the Company's
or an Affiliate's independent certified public accountants, Company counsel or
any executive compensation consultant or other professional retained by the
Company to assist in the administration of the Plan.

     3.3 AUTHORITY OF COMMITTEE. Except as provided below and subject to the
terms of the Plan, and provided the Committee acts consistently with the terms
of the Plan, the Committee has the exclusive power, authority and discretion to:
(i) designate Participants and grant Awards; (ii) determine the type or types of
Awards to be granted to each Participant; (iii) determine the number of Awards
to be granted and the number of Shares or dollar amount to which an Award will
relate; (iv) determine the terms and conditions of any Award granted under the
Plan other than the Tranche A VSOs, Tranche B VSOs, the Korean IPO CARs, the
Non-Korean IPO CARs and the SORs, including but not limited to, the CAR Grant
Price and CAR Exercise Price, any restrictions or limitations on the Award, any
schedule for lapse of forfeiture restrictions or restrictions on the
exercisability of an Award, and accelerations or waivers thereof, based in each
case on such considerations as the Committee in its sole discretion; (v)
prescribe the form of each Award Certificate, which need not be identical for
each Participant; (vi) decide all other matters that must be determined in
connection with an Award; (vii) establish, adopt or revise any rules,
regulations, guidelines or procedures, as it may deem necessary or advisable to
administer the Plan; and (viii) subject to Section 3.4 and 10.1, amend the Plan
or any Award Certificate as provided herein or therein.

     3.4. AWARD CERTIFICATE. Each Award shall be evidenced by an "Award
Certificate." Each Award Certificate shall include such provisions, not
inconsistent with the Plan, as may be specified by the Committee. Without
limiting the generality of the foregoing, each Award Certificate with respect to
Tranche A VSOs and Tranche B VSOs (which will cover the corresponding Tranche A
CARs, Tranche B CARs, SORs and Dividend Equivalent Rights) shall include the
provisions of the first and last sentences of Section 10.1.



                                    ARTICLE 4
                          ELIGIBILITY AND PARTICIPATION

     4.1 PARTICIPANTS. Each individual listed on Appendix 1 hereto (each an
"Original Participant") shall be entitled to receive, as of the Effective Date,
that number of Tranche A VSOs and Tranche B VSOs with that number of Tranche A
CARs, SORs and Dividend Equivalent Rights and that number of Tranche B CARs,
SORs and Dividend Equivalent Rights, respectively, set forth opposite such
individual's name on


                                      -9-



Appendix 1. Individuals who are not Original Participants but who are otherwise
Eligible Participants shall be selected for participation in the Plan as
determined by the Committee, and such individuals, as well as the Original
Participants, shall be eligible for such other grants of Awards hereunder as
shall be determined by the Committee.


                                    ARTICLE 5
                              VIRTUAL STOCK OPTIONS

     The Committee shall grant Tranche A VSOs and Tranche B VSOs to Original
Participants on the terms and conditions of this Article 5 and other applicable
provisions of the Plan:

     5.1. TRANCHE A/TRANCHE B CARS. The Committee shall grant Tranche A CARs
and Tranche B CARs to Participants on the following terms and conditions:

         (a) TRANCHE A/TRANCHE B GRANT PRICES. Each Tranche A CAR shall have a
CAR Grant Price equal to Korean Won KRW 3,180, and each Tranche B CAR shall have
a CAR Grant Price equal to Korean Won KRW 4,500.

         (b) TRANCHE A/TRANCHE B EXERCISE PRICES. The CAR Exercise Price for
Tranche A CARs and Tranche B CARs that are vested on the date of an IPO shall be
an amount, in Korean Won, equal to the IPO Share Price. The CAR Exercise Price
for Tranche A CARs and Tranche B CARs that are not vested on the date of an IPO
shall be an amount, in Korean Won, equal to (i) the IPO Share Price in the case
of a deemed exercise pursuant to Section 5.1(e), and (ii) in all other cases the
lesser of (A) the IPO Share Price, or (B) the Fair Market Value of a Share on
the date of exercise or deemed exercise.

         (c) VESTING OF TRANCHE A CARS. Fifty percent (50%) of the Tranche A
CARs shall be vested on the Date of Grant with respect to such CARs. The
remaining fifty percent (50%) of the Tranche A CARs shall vest on the six-month
anniversary of the Date of Grant, and if such six-month anniversary is not a
Business Day, then on the immediately preceding day which is a Business Day;
provided, however, that such Tranche A CARs shall be fully vested on the date of
the termination of the Participant's employment with the Company if (i) prior to
such six-month anniversary, the Participant's employment is terminated by the
Company without Cause or terminates due to death or disability, or (ii) if so
provided expressly in any employment agreement entered into between the Company
and the Participant. In the event the Participant's employment with the Company
is terminated for Cause, or the Participant voluntarily terminates employment
with the Company, prior to such six-month anniversary of the Date of Grant, such
remaining 50% of the Tranche A CARs held by such Participant shall not become
vested and shall be cancelled as of the date of such termination of employment.



                                      -10-



         (d) VESTING OF TRANCHE B CARS. Thirty-three and one-third percent
(33-1/3%) of the Tranche B CARs shall vest on the first anniversary of the Date
of Grant with respect to such CARs, an additional thirty-three and one-third
percent (33-1/3%) of the Tranche B CARs shall vest on the second anniversary of
such Date of Grant, and the remaining Tranche B CARs shall vest on the third
anniversary of such Date of Grant. If any anniversary is not a Business Day,
then vesting shall occur on the immediately preceding day which is a Business
Day.

              (e) CAR EXERCISE PERIOD. The following rules shall determine the
exercise period for Tranche A CARs and Tranche B CARs:

                  (1) Tranche A CARs and Tranche B CARs which are vested shall
         have unlimited duration and shall remain in effect until the date of an
         IPO, whether or not the Participant continues in employment with the
         Company.

                  (2) All Tranche A CARs and Tranche B CARs which are
         outstanding and vested on the date of an IPO shall be deemed exercised
         on such date. Upon such exercise, the Participant shall be entitled to
         receive an amount equal to the product of (i) the aggregate number of
         vested Tranche A CARs and Tranche B CARs held by such Participant on
         the date of an IPO, multiplied by (ii) the excess of the CAR Exercise
         Price over the applicable CAR Grant Price.

                  (3) Each Tranche A CAR and Tranche B CAR which is outstanding
         and unvested on the date of an IPO shall be deemed exercised on the
         applicable vesting date if the Fair Market Value of a Share on the
         vesting date equals or exceeds the IPO Share Price. If such Tranche A
         CAR or Tranche B CAR has not been deemed exercised pursuant to the
         preceding sentence, then (i) on or following the applicable vesting
         date the Participant may exercise such Tranche A CAR or Tranche B CAR,
         as applicable, on the last day of April, August or December of any year
         until the fifth (5th) anniversary of the date of an IPO, or if such day
         is not a Business Day, then on the immediately succeeding day which is
         a Business Day, and (ii) if such Tranche A CAR or Tranche B CAR has not
         been exercised prior to such fifth (5th) anniversary date, then it
         shall be deemed exercised on such fifth (5th) anniversary date if such
         date is a Business Day or otherwise the immediately preceding Business
         Day prior to such fifth (5th) anniversary date. Upon the exercise or
         deemed exercise of such CARs under this Section 5.1(e)(3), the
         Participant shall be entitled to receive an amount equal to the product
         of (i) the aggregate number of CARs that have been exercised or deemed
         exercised as of the relevant date, multiplied by (ii) the excess of the
         CAR Exercise Price over the applicable CAR Grant Price.


                                      -11-




                  (4) Notwithstanding any provision of the Plan to the contrary,
         no Tranche A CARs, Tranche B CARs or any other CARs granted under the
         Plan shall be exercised or deemed exercised prior to the date of an
         IPO.

         (f) TERMINATION OF EMPLOYMENT. Subject to Section 5.1(c) with respect
to Tranche A CARs, in the event the Participant's employment with the Company
terminates for any reason while the Participant holds outstanding CARs: (i) the
Tranche A CARs and Tranche B CARs held by such Participant that are vested shall
continue in effect until the date of an IPO if an IPO has not yet occurred
before the date of such termination, and on the date of an IPO the CARs shall be
deemed exercised in accordance with Section 5.1(e)(2), and (ii) any unvested
CARs held by such Participant, whether Tranche A CARs, Tranche B CARs,
Non-Korean IPO CARs or Korean IPO CARs, shall be cancelled as of the date of
such termination of employment automatically without further action required by
the Committee, the Company or the Participant, and such unvested CARs shall
thereafter be of no further force or effect.

         (h) PAYMENT TERMS; EFFECT OF PAYMENT. Amounts payable pursuant to the
exercise of a CAR, whether subject to this Section 5.2 or Section 5.3 or 5.4,
shall be paid by the Company in cash, bank cashier's check, wire transfer or
immediately available funds in United States dollars, as determined pursuant to
Section 11.1. Such payments shall be made as soon as administratively
practicable following the date of exercise or deemed exercise of the applicable
CAR (whether a Tranche A CAR, Tranche B CAR, Korean IPO CAR, Non-Korean IPO CAR
or any other type of CAR), and the CAR shall be of no further force or effect
once the payment is made or made available with respect to the exercise or
deemed exercise of such CAR.

         5.1A STOCK OPTION RIGHTS. As part of each Tranche A VSO and Tranche B
VSO, the Company shall also grant a SOR. Each SOR shall represent the right,
granted solely by the Company, to receive either (i) in the case of a Korean
IPO, (A) a grant of an RSO subject to the terms and conditions of Section 5.2
and (B) a grant of a Korean IPO CAR subject to the terms and condition of
Section 5.3, or (ii) in the case of a Non-Korean IPO, a Non-Korean IPO CAR
subject to the terms and conditions of Section 5.4. SORs shall have unlimited
duration while the Participant remains an employee of the Company except to the
extent that the corresponding RSO is granted, in which case the SOR shall, on
the Date of Grant of the RSO, be cancelled automatically without further action
by any party and shall have no further force or effect. In addition, upon the
grant of RSOs and Korean IPO CARs, no non-Korean IPO CARs shall be granted
hereunder, and upon the grant of Non-Korean IPO CARs, no RSOs or Korean IPO CARs
shall be granted hereunder. A Participant may receive more than one SOR, and the
Award Certificate shall specify the number of SORs, if any, granted and the
number of Shares that are covered by and that may be purchased pursuant to the
corresponding RSOs. In the event of the Participant's termination of employment
with the Company for any reason prior to the grant of RSOs, all SORs held by the
Participant on the date of such termination shall be


                                      -12-



cancelled automatically on that date without further action required by the
Committee, the Company or the Participant, and such SORs shall thereafter be of
no further force or effect.

         5.2 REGULAR STOCK OPTIONS. Each grant of an RSO shall be subject to the
following terms and conditions:

             (a) GENERAL TERMS. The Company shall endeavor to cause WTCK to
grant RSOs having terms and conditions set forth in this Section 5.2 to
Participants to the extent permitted by the laws of Korea in the event, and only
in the event, of a Korean IPO. Notwithstanding anything herein or in an Award
Certificate to the contrary, all RSOs shall be granted under and subject to the
terms and conditions of the WTCK Stock Option Plan as of the date RSOs are
granted. The grant of a SOR or an RSO to a Participant shall not limit WTCK or
its affiliates from amending or modifying the WTCK Stock Option Plan for the
purpose of complying with applicable Korean or U.S. law and, to the extent not
inconsistent with the provisions of Section 5.1A and this Section 5.2, for the
purpose of reflecting customary Korean or U.S. practices with respect to grants
of stock options; provided, however, that if due to Korean, U.S. or other
applicable law, such action would adversely affect the economic benefits
provided by such an SOR or RSO granted prior to the date of such action, then
the Company shall ensure, or shall endeavor to cause WTCK to ensure, that
separate provision is made such that the economic benefits of the previously
granted SORs or RSOs are preserved in a different fashion to the extent
permitted by law, as determined by the Company or WTCK in good faith.

             (b) DATE OF GRANT OF RSOS. The Company shall endeavor to cause
WTCK to grant RSOs as soon as legally permissible and administratively
practicable following an IPO but no later than 90 days following such IPO, at an
RSO Exercise Price set forth in the SEA and the Enforcement Decree of the SEA.
Each RSO granted pursuant to a SOR shall have a term of seven (7) years from the
Date of Grant.

             (c) VESTING OF RSOS. An RSO shall not vest until the second
anniversary of the RSO Date of Grant, and on such second anniversary the RSO
shall become fully vested; provided, however, that pursuant to Section
5.2(e)(2), an RSO shall become vested, as allowed under Korean law, prior to
such second anniversary in the event the Participant's employment with the
Company is terminated without "cause" as determined under Korean law or is
terminated due to the Participant's death or disability.

             (d) RSO EXERCISE PERIOD. A Participant holding an RSO may
exercise the RSO at any time following the second anniversary of the RSO Date of
Grant and prior to the seventh anniversary of such Date of Grant. Upon exercise
of an RSO, a Participant shall be entitled to receive, as determined by Board of
Directors of WTCK in its sole discretion, (i) cash in an amount equal to (A) the
number of shares with respect to which the RSOs have been exercised, multiplied
by (B) the excess of the Fair Market Value of a Share at the date of exercise
over the RSO Exercise Price, or (ii) an amount of


                                      -13-


Shares which the Participant is entitled to purchase as specified in such
Participant's RSO Award Certificate issued hereunder, subject to adjustment as
provided in the WTCK Stock Option Plan, as permitted by applicable law.

              (e) TERMINATION OF EMPLOYMENT.  The following rules shall apply
in the event the Participant's employment with the Company terminates while the
Participant holds outstanding RSOs:

                  (1) In the event that following the date of an IPO a
         Participant voluntarily terminates his employment with the Company, all
         unvested RSOs held by such Participant shall be cancelled automatically
         on the date of such termination without further action required by the
         Committee, the Company, WTCK or the Participant, and shall thereafter
         be of no further force or effect.

                  (2) In the event that following an IPO the Participant's
         employment with the Company is terminated without "cause," as
         determined under Korean law, or due to the Participant's death or
         disability, the Participant shall be vested in a portion of the RSO, to
         the extent permitted Korean law, equal to: the product of (i) number or
         Shares covered by such RSO, multiplied by (ii) the number of days
         elapsed since the RSO Date of Grant divided by Seven Hundred Thirty
         (730) days. The remaining portion of the RSO shall not become vested
         and shall be cancelled automatically on the date of such termination
         without further action required by the Committee, the Company, WTCK or
         the Participant and shall be of no further force or effect.

                  (3) In the event that following an IPO the Participant's
         employment with the Company is terminated for "cause," as determined
         under Korean law, any RSOs held by such Participant on the date of his
         termination shall be cancelled automatically on the date of such
         termination without further action required by the Committee, the
         Company, WTCK or the Participant and shall be of no further force or
         effect.

                  (4) A Participant's vested RSOs must be exercised within seven
         (7) years from the Date of Grant of the RSO, and upon exercise of an
         RSO, as determined by Board of Directors of WTCK in its sole
         discretion, the Participant shall be entitled to receive (i) cash in an
         amount equal to (A) the number of shares with respect to which the RSOs
         have been exercised, multiplied by (B) the excess of the Fair Market
         Value of a Share at the date of exercise over the RSO Exercise Price,
         or (ii) an amount of Shares which the Participant is entitled to
         purchase as specified in such Participant's RSO Award Certificate
         issued hereunder, subject to

                                      -14-




         adjustment as provided in the WTCK Stock Option Plan, as permitted by
         applicable law.

     5.3 Korean CARS. In addition to the RSOs described in Section 5.2, each
Participant holding a SOR shall also receive Korean IPO CARs that shall be
activated on the date of, and only on the date of, a Korean IPO if the
Participant is employed by the Company on that date. The Participant shall
receive the same number of Korean IPO CARs as the number of Shares covered by
the RSOs that the Participant is entitled to receive under Section 5.2(b), as
specified in the applicable Award Certificate relating to such Participant's
Tranche A VSOs or Tranche B VSOs. A Participant's Korean IPO CARs shall not
become vested until the second anniversary of the date of an IPO provided the
Participant is employed by the Company on such anniversary date, and on such
anniversary date the Korean IPO CARs shall become fully vested. The CAR Grant
Price for each Korean IPO CAR shall equal the IPO Share Price. The CAR Exercise
Price for each Korean IPO CAR shall be the Fair Market Value of a Share on the
date of exercise, subject to a maximum CAR Exercise Price for each Korean IPO
CAR equal to the RSO Exercise Price. On or after the date a Korean IPO CAR
becomes fully vested, the Korean IPO CAR shall be deemed exercised by the holder
if the Fair Market Value of a Share equals or exceeds the RSO Exercise Price. A
Participant may elect to exercise a vested Korean IPO CAR at any time between
the date of vesting and the seventh (7th) anniversary of the Date of Grant if
such IPO CAR has not already been deemed exercised pursuant to the foregoing
provisions of this Section 5.3, at a CAR Exercise Price equal to the Fair Market
Value of a Share on the date of exercise. Notwithstanding the foregoing, in the
event the Participant's employment with the Company terminates, the
Participant's vested Korean IPO CARs must be exercised by the Participant within
six (6) months following the Participant's termination of employment from the
Company.

     5.4 NON-KOREAN IPO CARS. If a Non-Korean IPO occurs, an Original
Participant holding an SOR shall not receive any RSOs or Korean IPO CARs.
Instead, the Original Participant shall receive Non-Korean IPO CARs on the date
of the IPO, which date shall be the Date of Grant with respect to such
Non-Korean IPO CARs. Such Non-Korean IPO CARs shall be subject to the following
terms and conditions:

         (a) VESTING OF NON-KOREAN IPO CARS. Fifty percent (50%) of the
Non-Korean IPO CARs shall vest on the first anniversary of the Date of Grant
with respect to such CARs (corresponding to the day of the month on which the
grant occurred), and the remaining fifty percent (50%) of the Non-Korean IPO
CARs shall vest on the second anniversary of such Date of Grant. If any such
anniversary is not a Business Day, then vesting shall occur on the immediately
preceding day which is a Business Day.

         (b) MAXIMUM NON-KOREAN IPO CAR PAYMENT. The CAR Grant Price for each
Non-Korean IPO CAR shall equal the IPO Share Price. The maximum CAR Exercise
Price for each Non-Korean IPO CAR (the "Maximum Non-Korean IPO CAR Price") shall
be an amount equal to eight (8) times the IPO Share Price;


                                      -15-



provided, however, that notwithstanding the foregoing, the maximum difference
between the CAR Grant Price and the CAR Exercise Price for any Non-Korean IPO
CAR, and hence the maximum payment with respect to any Non-Korean IPO CAR, shall
not exceed seventy-five United States Dollars (US $75).

         (c) EXERCISE PERIOD. A Participant's Non-Korean IPO CARs may not be
exercised (even if previously vested) until the second anniversary of the Date
of Grant of such CARs, after which the Participant's vested CARs may be
exercised at any time between such second anniversary and the seventh (7th)
anniversary following the date of the Date of Grant; provided, however, that if
as of any date (the "Maximum Value Date") following the vesting of any
Non-Korean IPO CARs held by a Participant, the Fair Market Value of a Share (or
such other security of WTCK substituted for a Share) that is listed on the
Nasdaq or other non-Korean Exchange equals or exceeds the Maximum Non-Korean IPO
CAR Share Price, all vested Non-Korean IPO CARs held by the Participant on the
Maximum Value Date shall be deemed automatically exercised as of such date, and
the Participant shall be entitled to receive an amount equal to the product of
(i) the number of vested Non-Korean IPO CARs held by such Participant as of the
Maximum Value Date and not previously exercised or deemed exercised, multiplied
by (ii) the excess of (I) the lesser of (A) the Fair Market Value of a Share on
the exercise date or (B) the Maximum Non-Korean IPO CAR Price, over (II) the CAR
Grant Price for a Non-Korean IPO CAR. Upon the grant of the Non-Korean IPO CARs,
all SORs held by such Participant shall be cancelled automatically without
further action required by the Committee, the Company or the Participant and
shall be of no further force or effect.


                                    ARTICLE 6
                           EFFECT OF SALE TRANSACTION

     6.1. If a Sale Transaction occurs, the VSOs granted hereunder shall be
treated as follows:

         (a) VESTED CARS. Participants who hold vested CARs on the date of the
Sale Transaction (whether or not such Participants are still employed by the
Company on the date of such Sale Transaction) shall be entitled to receive,
provided such vested CARs have not already been exercised or deemed exercised
under the Plan, either of the following from the Company as determined by the
Committee in good faith:

              (i) cash in an amount equal to (A) the number of vested CARs
         held by such Participant as of the date of the Sale transaction,
         multiplied by (B) the excess of the sale price per Share, over the
         applicable CAR Grant Price with respect to such vested CAR, or

              (ii) in the case of a Sale Transaction involving an exchange
         of equity or debt securities of the acquirer for WTCK Shares, where the
         acquirer is not a Korean company and to the extent permitted by
         applicable law, that number of equity or debt securities of the
         acquiring company


                                      -16-



         such that the Participant will receive what he would have been entitled
         to have received in the Sale Transaction had the Participant held the
         same number of WTCK stock options and, immediately prior to the Sale
         Transaction, performed a cashless exercise to receive the WTCK Shares
         underlying such WTCK stock options, maintaining, to the maximum extent
         possible, the Participant's vesting schedule immediately prior to the
         Sale Transaction.

         (b) UNVESTED CARS. In any documentation pertaining to any Sale
Transaction entered into by WTCK and/or the Company, WTCK and/or the Company, as
applicable, will ensure that provision is made such that any outstanding
unvested Tranche A CARS, Tranche B CARS, Korean IPO CARs or Non-Korean IPO CARs,
or any Korean IPO CARs or Non-Korean IPO CARs that have not been triggered
pursuant to Section 5.3 or 5.4 as of the date of a Sale Transaction, as the case
may be, receive the same or similar economic value, as determined by the WTCK
and/or the Committee in good faith, following the Sale Transaction as they had
prior to the Sale Transaction; provided however, that the WTCK and/or the
Committee may determine that any such unvested Tranche A CARs or Tranche B CARs
shall be treated in the same manner as vested CARs under Section 6.1(a).

         (c) DIVIDEND EQUIVALENT RIGHTS. All Dividend Equivalent Rights held by
the Participant as of the date of a Sale Transaction shall be cancelled
automatically on that date without further action required by the Committee, the
Company, WTCK or the Participant, and shall be of no further force or effect.

     6.2 EFFECT OF SALE TRANSACTION ON RSOS. Any RSOs held by a Participant
on the date of a Sale Transaction shall be treated in the manner determined
under the terms of the WTCK Stock Option Plan, the SEA, the Enforcement Decree
of the SEA and applicable provisions of other law.


                                    ARTICLE 7
                              DIVIDEND EQUIVALENTS

     7.1 DIVIDEND EQUIVALENTS RIGHTS. Each Tranche A VSO and Tranche B VSO
shall also include (i) a Dividend Equivalent Right with respect to the period
prior to the date of an IPO ("Pre-IPO DER"), payable in an amount determined
under Section 7.1(a) and (c), and (ii) a Dividend Equivalent Right with respect
to the period following the date of a Non-Korean IPO ("Non-Korean IPO DER"),
payable in an amount determined under Section 7.1 (a) and (d). Notwithstanding
any provision of the Plan to the contrary, in the event of a Korean IPO or a
Sale Transaction, (A) all outstanding Dividend Equivalent Rights of any kind
shall be cancelled automatically as of immediately prior to the date of the
Korean IPO or Sale Transaction for all purposes hereunder without further action
required by the Committee, the Company or the Participant, and shall be of no
further force or effect, and (B) no Participants shall have any Dividend
Equivalent Rights following such Korean IPO or Sale Transaction.



                                      -17-





         (a) VESTING/PAYMENT OF DIVIDEND EQUIVALENT RIGHTS. A Participant's
Dividend Equivalent Rights with respect to the Participant's Tranche A VSOs
shall be fifty percent (50%) vested on the Date of Grant of the corresponding
Tranche A VSOs, and 100% vested upon the six-month anniversary of such Date of
Grant. A Participant's Dividend Equivalent Rights with respect to the
Participant's Tranche B VSOs shall be fifty percent (50%) vested upon the second
anniversary of the Date of Grant of the corresponding Tranche B VSO, and 100%
vested upon the third anniversary of such Date of Grant. If any date upon which
vesting would occur is not a Business Day, vesting shall occur on the
immediately preceding day which is a Business Day. Dividend Equivalent Rights
which are vested on the date that an Extraordinary Dividend occurs shall be
payable with respect to such Extraordinary Dividend.

         (b) EXTRAORDINARY DIVIDEND. An "Extraordinary Dividend" shall occur in
the event that WTCK distributes a dividend or makes another distribution to
shareholders, or a series or dividends or distributions to holders of WTCK
common stock within a six (6) month period, in an aggregate amount greater than
the following: (i) if an IPO has not occurred by the date of the dividend or
distribution, ten percent (10%) of the aggregate Fair Market Value of all of the
issued and outstanding shares of WTCK (including shares other than the Shares),
or (ii) if an IPO has occurred by the date of the dividend or distribution, five
percent (5%) of WTCK's price per share on the relevant Exchange multiplied by
the number of shares issued and outstanding.

         (c) RIGHTS PRIOR TO AN IPO. If an Extraordinary Dividend occurs prior
to an IPO, a Participant shall be entitled to receive an amount equal to the
excess of (i) the amount which the Participant would have received (in cash or
in kind) if such Participant was a shareholder of WTCK common stock with the
same number of Shares as the number of vested Pre-IPO DERs which the Participant
holds on the date of payment of the Extraordinary Dividend (determined without
considering dilution that would be caused by additional Shares being outstanding
as a result of this Section 7.1), over (ii) the aggregate CAR Grant Price for
the Tranche A CARs and Tranche B CARs which correspond to such vested Pre-IPO
DERs.

         (d) RIGHTS FOLLOWING NON-KOREAN IPO. If an Extraordinary Dividend
occurs following a Non-Korean IPO, a Participant shall be entitled to receive an
amount equal to (i) the amount which the Participant would have received (in
cash or in kind) if such Participant was a shareholder of WTCK common stock with
the same number of Shares as the number of vested Non-Korean IPO DERs which the
Participant holds on the date of payment of the Extraordinary Dividend
(determined without considering dilution that would be caused by additional
Shares being outstanding as a result of this Section 7.1), over (ii) the
aggregate CAR Grant Price for Non-Korean IPO CARs which correspond to such
vested Non-Korean IPO DERs.



                                      -18-





         (e) OBLIGATION OF COMPANY. Dividend Equivalent Rights shall be an
obligation of the Company and not WTCK to any extent, and shall be payable as
soon as practicable following calculation and payment of the Extraordinary
Dividend to WTCK shareholders.

     7.2 SALE TRANSACTION/IPO OF WTCK NOT AN EXTRAORDINARY DIVIDEND. Neither
a Sale Transaction nor an IPO shall in any manner constitute a dividend or
distribution for which a Dividend Equivalent Right is or would be payable.

     7.4 TERMINATION OF EMPLOYMENT. Upon the fifth anniversary of a
Participant's termination of employment with the Company for any reason, all
Dividend Equivalent Rights held by such Participant shall be cancelled
automatically for all purposes hereunder without further action required by the
Committee, the Company or the Participant and shall be of no further force or
effect.


                                    ARTICLE 8
                   ADDITIONAL PROVISIONS APPLICABLE TO AWARDS

     8.1. STAND-ALONE, TANDEM, AND SUBSTITUTE AWARDS. Awards granted under
the Plan may, in the discretion of the Committee, be granted either alone or in
addition to, in tandem with, or in substitution for, any other Award granted
under the Plan. If an Award is granted in substitution for another Award, the
Committee may require the surrender of such other Award in consideration of the
grant of the new Award. Awards granted in addition to or in tandem with other
Awards may be granted either at the same time as or at a different time from the
grant of such other Awards.

    8.2. LIMITS ON TRANSFER. No right or interest of a Participant in any
Award may be pledged, encumbered, or hypothecated to or in favor of any party
other than the Company or an Affiliate, or shall be subject to any lien,
obligation, or liability of such Participant to any other party other than the
Company or an Affiliate. No Award shall be assignable or transferable by a
Participant other than by will or the laws of descent and distribution or
pursuant to a domestic relations order that would satisfy Section 414(p)(1)(A)
of the Code if such Section applied to an Award under the Plan; provided,
however, that the Committee may (but need not) permit other transfers where the
Committee concludes that such transferability (i) does not result in accelerated
taxation, (ii) is otherwise appropriate and desirable, taking into account any
factors deemed relevant, including without limitation, state or federal tax or
securities laws applicable to transferable Awards.

     8.3 BENEFICIARIES. Notwithstanding Section 8.2, a Participant may, in
the manner determined by the Committee, designate a beneficiary to exercise the
rights of the Participant and to receive any distribution with respect to any
Award upon the Participant's death. A beneficiary, legal guardian, legal
representative, or other person claiming any rights under the Plan is subject to
all terms and conditions of the Plan and any Award Certificate applicable to the
Participant, except to the extent the Plan and


                                      -19-



Award Certificate otherwise provide, and to any additional restrictions deemed
necessary or appropriate by the Committee. If no beneficiary has been designated
or survives the Participant, payment shall be made to the Participant's estate.
Subject to the foregoing, a beneficiary designation may be changed or revoked by
a Participant at any time provided the change or revocation is filed with the
Committee.

     8.4. TERMINATION OF EMPLOYMENT. Whether military, government or other
service or other leave of absence shall constitute a termination of employment
with respect to grants of CARs or SORs shall be determined in each case by the
Committee at its discretion under federal or state law of the U.S., and any
determination by the Committee shall be final and conclusive. If permissible by
applicable law, a Participant's employment with the Company shall not be
considered to have terminated in a circumstance in which a Participant transfers
from the Company to an Affiliate, transfers from an Affiliate to the Company, or
transfers from one Affiliate to another Affiliate.


                                    ARTICLE 9
                          CHANGES IN CAPITAL STRUCTURE

     9.1. GENERAL. In the event of a corporate event or transaction
involving WTCK (including, without limitation, any stock dividend, stock split,
recapitalization, reorganization, merger, consolidation, split-up, spin-off,
combination or exchange of shares but excluding an Extraordinary Dividend for
which a Dividend Equivalent Award is payable pursuant to Section 7.1), the
Committee in good faith shall make provision to preserve the benefits or
potential benefits of the Awards. Action by the Committee may include: (i)
adjustment of the number and kind of Awards; (ii) adjustment of the CAR Grant
Price of outstanding Awards or the measure to be used to determine the amount of
the benefit payable on an Award; and (iii) adjustments of vesting schedules,
such that Awards will become immediately vested and exercisable and will expire
after a designated period of time to the extent not then exercised, (iv)
provision that Awards will be assumed by another party to a transaction or
otherwise be equitably converted or substituted in connection with such
transaction, or (v) any combination of the foregoing. Without limiting the
foregoing, in the event of a subdivision of the outstanding Stock (stock-split),
a declaration of a dividend payable in Shares, or a combination or consolidation
of the outstanding Stock into a lesser number of Shares, each Award shall
automatically be adjusted proportionately.


                                   ARTICLE 10
                     AMENDMENT, MODIFICATION AND TERMINATION

     10.1. AMENDMENT, MODIFICATION AND TERMINATION. The Board or the
Committee may, at any time and from time to time, amend, modify or terminate the
Plan without shareholder approval; provided, however, that no such amendment,
modification or termination shall adversely affect any Award previously granted
under the Plan; notwithstanding the foregoing, however, if such action to amend,
modify or terminate is due to Korean, U.S. or other applicable law, and such
action would adversely



                                      -20-



affect any Tranche A VSO or Tranche B VSO previously granted, then such action
shall be permitted if separate provision is made such that the economic benefits
of such previously granted Tranche A VSOs and Tranche B VSOs are substantially
preserved in a different fashion, to the extent permitted by law and as
determined by the Committee in good faith. If an amendment to the Plan would, in
the reasonable opinion of the Board or the Committee, either (i) materially
increase the benefits accruing to Participants, (ii) expand the types of awards
under the Plan, (iii) materially expand the class of participants eligible to
participate in the Plan, or (iv) otherwise constitute a material change, then
such amendment shall be subject to Board approval and, to the extent required by
applicable law, shareholder approval; provided, further, that the Board or
Committee may condition any other amendment or modification on the approval of
shareholders of the Company for any reason, including by reason of such approval
being necessary or deemed advisable to comply with the listing or other
requirements of an Exchange or to satisfy any other tax, securities or other
applicable laws, policies or regulations. At any time and from time to time, the
Committee may amend, modify or terminate any outstanding Award without approval
of the Participant; provided, however, that no such amendment, modification or
termination shall adversely affect any Award previously granted under the Plan;
notwithstanding the foregoing, however, if such action to amend, modify or
terminate is due to Korean, U.S. or other applicable law, and such action would
adversely affect any portion of any Tranche A VSO or Tranche B VSO previously
granted under the Plan, then such action shall be permitted if separate
provision is made such that the economic benefits of any such portion of such
previously granted Tranche A VSOs or Tranche B VSOs are substantially preserved
in a different fashion, to the extent permitted by law and as determined by the
Committee in good faith.


                                   ARTICLE 11
                               GENERAL PROVISIONS

     11.1. NO CALCULATION IN KOREAN WON AND CONVERSION TO WON.
Notwithstanding any provision of the Plan to the contrary, all amounts or values
hereunder (including without limitation any CAR Grant Price, CAR Exercise Price,
Fair Market Value or other measure of fair market value) shall be calculated in
Korean Won, and in the event that (i) any amounts or values are converted to
U.S. Dollars, or (ii) the value of any remittance to a Participant with respect
to an Award due hereunder must be calculated, the following rules shall apply:
(A) the conversion ratio shall be equal to the average of the "TT Bid" and "TT
Sale" prices averaged over the thirty (30) trading days ending as of the date of
exercise of a CAR, as published by the Korea Exchange Bank, and (B) for purposes
of calculating the amount of any remittance to a Participant with respect to an
Award due hereunder, the foregoing conversion rate in clause (A) shall apply.

     11.2. NO RIGHTS TO AWARDS; NON-UNIFORM DETERMINATIONS. No Participant
or any Eligible Participant shall have any claim to be granted any Award under
the Plan. Neither the Company, its Affiliates nor the Committee is obligated to
treat Participants or Eligible Participants uniformly, and determinations made
under the Plan


                                      -21-




may be made by the Committee selectively among Eligible Participants who
receive, or are eligible to receive, Awards (whether or not such Eligible
Participants are similarly situated).

     11.3. NO SHAREHOLDER RIGHTS. No Award gives a Participant any of the
rights of a shareholder of the Company or WTCK unless and until Shares are in
fact issued to such person in connection with the exercise of an RSO.

     11.4. WITHHOLDING. The Company or any Affiliate shall have the
authority and the right to deduct or withhold, or require a Participant to remit
to the Company, an amount sufficient to satisfy U.S. federal, state, and local
taxes (including the Participant's FICA obligation), and any Korean taxes or
other taxes, required by law to be withheld with respect to any exercise, lapse
of restriction or other taxable event arising with respect to an Award.

     11.5. NO RIGHT TO CONTINUED SERVICE. Nothing in the Plan, any Award
Certificate or any other document or statement made with respect to the Plan,
shall interfere with or limit in any way the right of the Company or any
Affiliate to terminate any Participant's employment or status as an officer,
director or consultant at any time, nor confer upon any Participant any right to
continue as an employee, officer, director or consultant of the Company or any
Affiliate, whether for the duration of a Participant's Award or otherwise.

     11.6. UNFUNDED STATUS OF AWARDS. The Plan is intended to be an
"unfunded" plan for incentive compensation. With respect to any payments not yet
made to a Participant pursuant to an Award, nothing contained in the Plan or any
Award Certificate shall give the Participant any rights that are greater than
those of a general creditor of the Company, WTCK or any Affiliate.

     11.7. RELATIONSHIP TO OTHER BENEFITS. No payment under the Plan shall
be taken into account in determining any benefits under any pension, retirement,
savings, profit sharing, group insurance, welfare or benefit plan of the Company
or any Affiliate unless provided otherwise in such other plan.

     11.8. EXPENSES. The expenses of administering the Plan shall be borne
by the Company and its Affiliates.

     11.9. TITLES AND HEADINGS; RULES OF CONSTRUCTION. The titles and
headings of the Sections in the Plan are for convenience of reference only, and
in the event of any conflict, the text of the Plan, rather than such titles or
headings, shall control.

     11.10. GENDER AND NUMBER. Except where otherwise indicated by the
context, any masculine term used herein also shall include the feminine; the
plural shall include the singular and the singular shall include the plural.



                                      -22-




     11.11. APPLICABLE LAWS AND REGULATIONS.

            (a) Notwithstanding any other provision of the Plan, if at any time
the Committee or WTCK shall determine that the registration, listing or
qualification of the any interest under the Plan or any Shares covered by an RSO
upon any Exchange or under any foreign, federal, state or local law or practice,
or the consent or approval of any governmental regulatory body, is necessary or
desirable as a condition of, or in connection with, the granting of an Award or
the purchase or receipt of Shares or other securities thereunder or the sale of
Shares or securities, no Shares may be purchased, delivered, received or sold
unless and until such registration, listing, qualification, consent or approval
shall have been effected or obtained free of any condition not acceptable to the
Committee. Any Participant receiving or purchasing Shares pursuant to an RSO
shall make such representations and agreements and furnish such information as
the Committee or WTCK may request to assure compliance with the foregoing or any
other applicable legal requirements.

     11.12. GOVERNING LAW. To the extent not governed by U.S. federal law,
the Plan and all Award Certificates shall be construed in accordance with and
governed by the laws of the State of New York (without regard to its conflicts
of laws principles other than as to matters of U.S. federal law); provided,
however, that all matters relating to RSOs and any Shares received upon exercise
or a deemed exercise of such RSOs shall be construed in accordance with and
governed by the laws of Korea (without regard to its conflicts of laws
principles).

     11.13 ADDITIONAL PROVISIONS. Each Award Certificate may contain such
other terms and conditions as the Committee may determine; provided that such
other terms and conditions are not inconsistent with the provisions of the Plan.

     11.14. NO LIMITATIONS ON RIGHTS OF COMPANY. The grant of any Award
shall not in any way affect the right or power of the Company or WTCK to make
adjustments, reclassification or changes in its capital or business structure or
to merge, consolidate, dissolve, liquidate, sell or transfer all or any part of
its business or assets. The Plan shall not restrict the authority of the Company
or WTCK, for proper corporate purposes, to draft or assume awards, other than
under the Plan, to or with respect to any person.

         The foregoing is hereby acknowledged as being the Ztango, Inc. 2004
Virtual Stock Option Plan as adopted by the Board on __________, 2004 and by the
shareholders on _____________, 2004.



                                      ZTANGO, INC.


                                      By: __________________________



                                      Its: _________________________




                                      -23-
























                                  ZTANGO, INC.

                         2004 VIRTUAL STOCK OPTION PLAN


























                                                                       Exhibit 5


                                ESCROW AGREEMENT

         THIS ESCROW AGREEMENT (this "Agreement") is made and entered into as of
[______], 2004, (the "Effective Time") by and among WIDERTHAN.COM CO., LTD.
("WiderThan"), a Korean corporation, [STOCKHOLDER REPRESENTATIVE] (the
"Stockholder Representative"), as the representative of the former stockholders
("Stockholders") of Ztango, Inc., a Delaware corporation ("Ztango" and together
with WiderThan and Stockholder Representative, the "Interested Parties"), and
[ESCROW AGENT], a [MUST BE A UNITED STATES-BASED ENTITY] corporation, as escrow
agent hereunder (the "Escrow Agent").

                                    PREAMBLE

         WIDERTHAN.COM USA, INC. ("Newco"), a Delaware corporation, is a wholly
owned subsidiary of WiderThan and each of WiderThan and Newco is a party to an
Agreement (the "Acquisition Agreement") with Ztango, dated as of June 28, 2004,
pursuant to which Newco has on this date merged (the "Merger") with and into
Ztango, with Ztango surviving the Merger and becoming a wholly owned subsidiary
of WiderThan;

         Pursuant to Article 4.4 of the Acquisition Agreement, the Interested
Parties are required to execute and deliver this Agreement for the escrow of
cash and shares of WiderThan Series B Preferred Stock, KRW500 par value per
share ("WiderThan Preferred Stock");

         Pursuant to Sections 3.1(c) and 4.2(e) of the Acquisition Agreement,
$_______ (the "Escrow Cash") has been delivered to and will be held by, and
________ shares of WiderThan Preferred Stock (together with any shares of
WiderThan Common Stock issued upon conversion of the WiderThan Preferred Stock,
the "Escrow Shares") have been pledged to WiderThan, and will be held by the
Escrow Agent pursuant to the terms of this Agreement until termination of this
Agreement as provided herein; and

         The Escrow Agent is willing to hold and administer such Escrow Cash and
Escrow Shares and any income thereon and additions thereto, and to pay and
distribute the amounts held by it in accordance with the agreement of the
Interested Parties and/or arbitral or judicial orders and decrees as set forth
in this Agreement.

         Certain capitalized terms used in this Agreement are defined in Section
8.1 of this Agreement.

         NOW, THEREFORE, in consideration of the mutual covenants and agreements
contained herein, and for other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties agree as follows:


                                      -1-


                       ARTICLE 1 ESTABLISHMENT OF ESCROW

1.1      ESCROW SHARES AND ESCROW CASH.

         As soon as practicable after the Effective Date, WiderThan shall
deliver to the Escrow Agent documentation evidencing the ownership of the Escrow
Shares and naming the Escrow Agent, on behalf of the respective interests of the
former holders of Ztango Stock (other than holders who perfected their
dissenter's rights as provided in Section 3.3 of the Acquisition Agreement or
who elected to receive cash pursuant to the Merger) (the "Participating Ztango
Stockholders"), as the owner thereof. WiderThan agrees to submit said Escrow
Shares for transfer to Escrow Agent hereunder or, in its discretion, into the
name of Escrow Agent's nominee, and Escrow Agent agrees to hold and administer
the Escrow Shares subject to the terms of this Agreement. The Escrow Agent shall
have no responsibility for the genuineness, validity, market value, title or
sufficiency for any intended purpose of the Escrow Shares. The Escrow Agent also
agrees to hold and administer the Escrow Cash received by those holders of
Ztango Stock (the "Non-Purchasing Ztango Stockholders" and together with the
Participating Ztango Stockholders, the "Stockholders") that did not purchase
shares of WiderThan Preferred Stock according to the Acquisition Agreement. From
and after receipt of the Escrow Shares and the Escrow Cash by the Escrow Agent,
the Escrow Agent will hold and disburse the Escrow Shares and the Escrow Cash
(together with any other cash or other property distributed or otherwise
received in respect thereof or earned thereon, the "Escrow Funds") for the
benefit of WiderThan and the Stockholders, as the case may be, in accordance
with the provisions of this Agreement, with the same force and effect as if the
Escrow Funds had been delivered by WiderThan to each Stockholder and
subsequently delivered by such Stockholder to the Escrow Agent. The Escrow
Shares shall have an initial value of $[ ], in the aggregate (or $[ ] per
share), and the Escrow Cash shall have an initial value of $[ ]; and the Escrow
Funds shall have an initial value of $[ ].

1.2      STOCKHOLDER PERCENTAGE INTERESTS.

         As soon as practicable after receipt of executed transmittal materials
from all Participating Ztango Stockholders, WiderThan and the Stockholder
Representative shall jointly prepare and deliver to the Escrow Agent a schedule
showing for each Stockholder the respective percentage interest (the "Percentage
Interest") of each such Stockholder in the Escrow Funds, and either: (1) the
corresponding number of shares of WiderThan Preferred Stock issuable to each
Participating Ztango Stockholder, subject to the adjustments provided herein, or
(2) the corresponding amount of the Escrow Cash payable to each Non-Purchasing
Ztango Stockholder, subject to the adjustments provided herein, which schedule
is attached hereto as Schedule B. For the avoidance of doubt, the Participating
Ztango Stockholders shall have no interest in the Escrow Cash, and the
Non-Purchasing Ztango Stockholders shall have no interest in the Escrow Shares.



                                      -2-


1.3      INVESTMENTS.

         (a) The Escrow Agent shall invest the Escrow Cash received by the
Escrow Agent in Eligible Investments and shall not be responsible or liable for
any loss accruing from any investment made in accordance herewith. "Eligible
Investments" shall mean (i) obligations issued or guaranteed by the United
States of America or any agency or instrumentality thereof (provided that the
full faith and credit of the United States is pledged in support thereof); (ii)
obligations (including certificates of deposit and banker's acceptances) of any
domestic commercial bank having capital and surplus in excess of $500,000,000;
(iii) repurchase obligations for underlying securities of the type described in
clause (i); (iv) shares of money market funds at least 95% of the assets of
which constitute obligations of the type described in clause (i) above. No
investment shall have a term of more than 90 days. If otherwise qualified,
obligations of the Escrow Agent shall qualify as Eligible Investments.

         (b) All earnings received from the investment of the Escrow Cash shall
be credited to, and shall become a part of, the Escrow Cash (and any losses on
such investments shall be debited from the Escrow Cash).

         (c) The earnings received from the investment of the Escrow Cash shall
be allocated to the Non-Purchasing Ztango Stockholders, pro rata in relation to
the amount reflected opposite the name of each such stockholder in Schedule B,
and any withholding of tax, or reporting of income, or any expense, charge or
loss shall be consistent with such allocation. The Escrow Agent shall have no
liability for any investment losses, including any losses on any investment
required to be liquidated prior to maturity in order to make a payment required
hereunder.

1.4      TAX-RELATED TERMS.

         (a) Tax Reporting - Escrow Cash. The Interested Parties agree that, for
tax reporting purposes, all interest or other income earned from the investment
of the Escrow Cash in any tax year shall (i) to the extent such interest or
other income is distributed by the Escrow Agent to any person or entity pursuant
to the terms of this Agreement during such tax year, be reported as allocated to
such person or entity, and (ii) otherwise shall be reported as allocated to the
Non-Purchasing Ztango Stockholders in proportion to their respective Percentage
Interests.

         (b) Tax Reporting - Escrow Shares. The Interested Parties agree that,
for tax reporting purposes, all interest, dividends, or other income earned from
or relating to the Escrow Shares in any tax year shall (i) to the extent such
interest or other income is distributed by the Escrow Agent to any person or
entity pursuant to the terms of this Agreement during such tax year, be reported
as allocated to such person or entity, and (ii) otherwise shall be reported as
allocated to the Participating Ztango Stockholders in proportion to their
respective Percentage Interests.

         (c) Certification of Taxpayer Identification Number. The Interested
Parties hereto agree to provide the Escrow Agent with a certified tax
identification number for



                                      -3-


WiderThan and each Stockholder by signing and returning a Form W-9 (or Form W-8,
in case of non-U.S. persons), or by providing copies of any substitute W-9 by
submitting copies of such Stockholder's transmittal materials, to the Escrow
Agent prior to the date on which any income earned on the investment of the
Escrow Cash is credited to the Escrow Cash. The Interested Parties understand
that, in the event their tax identification numbers are not certified to the
Escrow Agent, the Internal Revenue Code, as amended from time to time, may
require withholding of a portion of any interest or other income earned on the
investment of the Escrow Cash.

         (d) Tax Indemnification. Each of the Interested Parties agrees,
severally and not jointly, solely to the extent applicable to such Interested
Party, to indemnify and hold the Escrow Agent harmless from any liability or
obligation on account of taxes, assessments, additions for late payment,
interest, penalties, expenses and other governmental charges that may be
assessed or asserted against the Escrow Agent in connection with or relating to
any payment made or other activities performed under the terms of this
Agreement, including any liability for the withholding or deduction of (or the
failure to withhold or deduct) the same, and any liability for failure to obtain
proper certifications or to report properly to governmental authorities in
connection with this Agreement, including costs and expenses (including
reasonable legal fees and expenses), interest and penalties. The foregoing
indemnification and agreement to hold harmless shall survive the termination of
this Agreement and the resignation of the Escrow Agent.

1.5      PLEDGE.

         (a) The Escrow Agent does hereby agree to create a pledge and grant to
WiderThan a first priority, perfected security interest ("jil-kwon" in Korean)
that will have priority over any other pledge, lien or other encumbrances that
may be established on the Escrow Funds.

         (b) The security interest under the pledge herein is and shall be for
the purpose of securing due and punctual performance of the obligations of
Ztango Stockholders to indemnify under Section 10 of the Acquisition Agreement.

         (c) The Escrow Agent shall complete the due registration of the pledge
on the Escrow Shares created hereunder with WiderThan and take all other steps
required to perfect the pledge.

                           ARTICLE 2 INDEMNIFICATION

2.1      RIGHT TO REIMBURSEMENT.

         Subject to the express limitations of this Agreement, WiderThan shall
be entitled to receive a distribution of Escrow Funds having a value equal to a
portion of the Aggregate Value in the amount of any Recoverable Loss suffered or
incurred by WiderThan, its Subsidiaries (including Ztango), and their respective
directors, officers and employees, as and when due, in accordance with Article
10 of the Acquisition Agreement.



                                      -4-


2.2      DISPOSITION OF ESCROW FUNDS PURSUANT TO AN ASSERTED LIABILITY.

         (a) WiderThan may, subject to the terms and conditions of the
Acquisition Agreement, at any time prior to the Final Distribution Date, give
notice of a Loss in connection with the Buyer Indemnitees (an "Asserted
Liability") for which WiderThan seeks payment against the Escrow Fund by notice
in writing (the "Claims Notice") to the Stockholder Representative and to the
Escrow Agent. The Claims Notice shall set forth (i) the amount of the Asserted
Liability, estimated, if necessary, and the basis for such estimate, (ii) a
reasonably detailed description of the matter or circumstance which gave rise to
the Asserted Liability, and (iii) instructions to the Escrow Agent to deliver
that portion of the Escrow Fund having a value equal to a portion of the
Aggregate Value equal to the amount of the Asserted Liability (or, if the amount
of the Asserted Liability shall be greater than the balance of the Escrow Fund,
the balance of the Escrow Fund) to WiderThan.

         (b) The Stockholder Representative may respond to a Claims Notice as
provided in subsection (c) below within twenty (20) Business Days from the date
the Claims Notice was delivered (herein called the "Response Period"). If the
Stockholder Representative does not so respond to the Claims Notice within the
Response Period, then the Escrow Agent shall, within five (5) Business Days
after the end of the Response Period, deliver to WiderThan that part of the
Escrow Fund as is specified in the Claim Notice (or, if the amount specified is
greater than the balance of the Escrow Fund, the balance of the Escrow Fund).

         (c) At any time within the Response Period, the Stockholder
Representative may notify WiderThan and the Escrow Agent that the Claims Notice
is disputed by the Stockholder Representative or that, pursuant to Section 10.6
of the Purchase Agreement, the Stockholder Representative or any other
Stockholder is defending the basis for the Asserted Liability (the "Dispute
Notice"). Upon the receipt of a Dispute Notice by the Escrow Agent, if received
by the Escrow Agent on or prior to last day of the Response Period, the Escrow
Agent shall (i) distribute to WiderThan that amount of the Escrow Fund equal to
the part, if any, of the Asserted Liability which is not disputed by the
Stockholder Representative and (ii) designate as subject to the Asserted
Liability that amount of the Escrow Fund equal to the part of the Asserted
Liability which is disputed by the Stockholder Representative (the "Disputed
Liability"). Thereafter, the Escrow Agent shall not dispose of any part of the
Escrow Fund subject to the Disputed Liability until the occurrence of one of the
following events:

                    (i) The Escrow Agent shall have been directed to distribute
          the amount of the Escrow Fund subject to such Disputed Liability in
          accordance with the joint written instructions of WiderThan and the
          Stockholder Representative; or

                    (ii) The Escrow Agent shall have been directed to distribute
          the amount of the Escrow Fund subject to such Disputed Liability to
          WiderThan in accordance with the written instructions of the
          Stockholder Representative or to the Stockholders in accordance with
          the written instructions of WiderThan; or


                                      -5-

                    (iii) The Escrow Agent shall have received a certified or
          official copy of a final decision of any court of competent
          jurisdiction or arbitral panel from which no appeal may be taken (as
          determined in accordance with the presumption described in the next
          sentence below), whether because of elapsed time or otherwise, with
          respect to the Disputed Liability portion of the Asserted Liability,
          in which case the Escrow Agent shall dispose of the Disputed Liability
          portion of the Escrow Fund in accordance with such final decision. The
          Escrow Agent shall be entitled to assume that any decision furnished
          to it is a final decision unless the Escrow Agent has received notice
          from any party hereto within twenty (20) Business Days of the date of
          the decision that such decision is not final and that such party has
          filed an appeal of such decision. Any action taken by the Escrow Agent
          pursuant to this subsection (iii) shall be binding on the parties.

         (d) Any release of the Escrow Cash by the Escrow Agent shall be in U.S.
Dollars. Any release of funds to WiderThan or to the Stockholder Representative,
on behalf of the Stockholders, shall be delivered to each of them by wire
transfer to their respective bank accounts as set forth in SCHEDULE C. Any party
may give written notice of a change of bank account and the same will be
effective if received by the Escrow Agent on or prior to the fifth (5th)
Business Day prior to the corresponding payment date.

              ARTICLE 3 TERM; DISTRIBUTION OF ESCROW FUNDS; LIMITS

3.1      TERM.

         The term of this Agreement shall commence at the Effective Time and
shall terminate at such time as all Escrow Funds have been distributed pursuant
to the terms of this Agreement.

3.2      INITIAL DISTRIBUTION OF ESCROW FUNDS.

         On the Initial Distribution Date, the Escrow Agent will distribute to
each Participating Ztango Stockholder, on a pro rata basis, Escrow Shares having
an Aggregate Value equal to the excess of the total value of the Escrow Shares
on the Initial Distribution Date over the sum of (1) one-half of the initial
value of the Escrow Shares as set forth in Section 1.1 of this Agreement, plus
(2) one-half of the amount distributed pursuant to Section 3.3, and plus (3) the
Reimbursement Amount associated with any Disputed Escrow Shares, and to each
Non-Purchasing Ztango Stockholder an amount representing one-half of such
holder's initial pro rata share of the Escrow Cash (less any adjustments for
distributions pursuant to Section 2.2 or 3.4 of this Agreement).

                                      -6-

3.3      IPO DISTRIBUTION.

         In the event that the Company completes a registered public offering of
its equity securities ("IPO") and the date of closing of the initial closing of
such IPO is at least three months prior to the Final Distribution Date, then on
the 5th Business Day following such initial closing of the IPO, the Escrow Agent
shall distribute to the Participating Ztango Stockholders Escrow Shares having a
value, in the aggregate, equal to 70% of the the amount by which (i) the product
of (A) the number of Escrow Shares then held by the Escrow Agent, times (B) the
Value Per Share, exceeds (ii) either (A) the initial value of the Escrow Shares
as set forth in Section 1.1, if the Initial Distribution Date has not yet
occurred, or (B) one-half of the initial value of the Escrow Shares, if the
Initial Distribution Date has occurred.

3.4      ADJUSTMENT OF ESCROW FUNDS.

         If, between the date of this Agreement and the Final Distribution Date,
WiderThan shall be entitled to be reimbursed pursuant to a Claims Notice under
Article 2 of this Agreement, then the Escrow Funds subject to this Agreement
shall be adjusted from time to time, as follows:

         (a)(i) the Escrow Agent shall deliver to WiderThan (or, if so directed
by WiderThan, the transfer agent for the WiderThan Preferred Stock) the
WiderThan Preferred Stock certificates (or other indicia of ownership)
representing the Escrow Shares held in escrow immediately prior to delivery of
the Claims Notice,

         (ii) WiderThan shall issue and deliver to the Escrow Agent new stock
certificates (or other indicia of ownership) (the "Replacement Certificates") in
the name of the Escrow Agent representing a number of shares of WiderThan
Preferred Stock equal the difference between (x) the number of Escrow Shares in
escrow immediately prior to such Claims Notice and (y) the quotient (rounded to
the next highest whole number) obtained by dividing __% of the Reimbursement
Amount by the Value Per Share, and

         (iii) the Escrow Agent shall hold the Replacement Certificates in
escrow pursuant to this Agreement, and

         (b) the Escrow Agent shall deliver to WiderThan cash from the Escrow
Cash equal to ___% [NOTE: These percentage figures shall total to 100% and match
the initial percentage contribution amounts representing the Escrow Shares and
Escrow Cash, respectively] of the Reimbursement Amount.

         Upon the issuance of any Replacement Certificates, the shares
represented by such Replacement Certificates shall be deemed to be "Escrow
Shares" for all purposes of this Agreement.

                                      -7-


3.5      DISTRIBUTION OF ESCROW FUNDS.

         With respect to Claims Notices pending as of the Initial Distribution
Date or the Final Distribution Date, WiderThan and the Stockholder
Representative shall use their reasonable efforts to agree in writing on the
Reimbursement Amount with respect to any such pending Claims Notices; provided,
that if WiderThan and the Stockholder Representative are not able to agree on
the Reimbursement Amount with respect to such Claims Notices by the Final
Distribution Date, (x) the provisional Reimbursement Amount for purposes of the
calculations in the following sentences of this Section 3.5 shall be the amount
claimed by WiderThan in its Claims Notice, plus an estimate of WiderThan's and
the Stockholder Representative's maximum legal expenses made by WiderThan in
good faith, and (y) the actual Reimbursement Amount determination shall be made
by a third-party arbitrator mutually acceptable to the parties within fifteen
(15) days of the Final Distribution Date (or, if the parties cannot agree on
such third-party arbitrator, each party shall select an accounting firm or
investment bank to serve as an arbitrator within five (5) days following the end
of the foregoing 15-day period, and such arbitrators shall promptly select a
third accounting firm or investment bank to serve as the third arbitrator) and
the parties shall arbitrate such determination in New York, New York pursuant to
the rules of the American Arbitration Association. Upon the determination of the
provisional Reimbursement Amounts in accordance with clause (x) of the proviso
in the preceding sentence, at each such time (a) the Escrow Agent shall promptly
make arrangements with WiderThan or its transfer agent for the issuance of
replacement WiderThan Preferred Stock certificates (or other indicia of
ownership) representing Disputed Escrow Shares and Undisputed Escrow Shares
(both as hereinafter defined); (b) the Escrow Agent shall retain in escrow
pending final determination of the Reimbursement Amounts, the Disputed Escrow
Shares, Disputed Escrow Cash (as hereinafter defined, and together with the
Disputed Escrow Shares and any other cash or other property distributed or
otherwise received in respect thereof or earned thereon, the "Disputed Escrow
Funds"); and (c) the Escrow Agent shall promptly issue and deliver to the
Participating Ztango Stockholders all remaining Escrow Shares (the "Undisputed
Escrow Shares") and to the Non-Purchasing Ztango Stockholders all remaining
Escrow Cash (the "Undisputed Escrow Cash," and together with the Undisputed
Escrow Shares and any other cash or other property distributed or otherwise
received in respect thereof or earned thereon, the "Undisputed Escrow Funds").
Certificates (or other indicia of ownership) for Undisputed Escrow Shares shall
be denominated in the names of the respective Purchasing Stockholders in amounts
equal to the product of the Undisputed Escrow Shares and each Participating
Ztango Stockholder's relative Percentage Interest in the Escrow Shares.
"Disputed Escrow Shares" shall mean the number of Escrow Shares equal to the
quotient obtained by dividing (x) by (y) where (x) equals ___% of the aggregate
Reimbursement Amount with respect to such pending Claims Notices and (y) equals
the Value Per Share; "Disputed Escrow Cash" shall mean an amount of Escrow Cash
equal to the difference between (A) and (B) where (A) is ___% of the aggregate
Reimbursement Amount with respect to such pending Claims Notices and (B) is the
total amount of Escrow Cash then held by the Escrow Agent. Any such delivery of
Undisputed Escrow Shares to Stockholders shall be of full shares and any
fractional portions shall be rounded to a whole number by the Escrow Agent so
that the number of Disputed Escrow Shares remaining in escrow to be delivered
will be fully allocated

                                      -8-


among such Stockholders. Upon the final resolution, as agreed by WiderThan and
the Stockholder Representative in writing, of any Claims Notice for which
Disputed Escrow Funds or Disputed Escrow Shares were retained in escrow after
the Final Distribution Date, the Escrow Agent shall promptly deliver to
WiderThan (or, if so directed by WiderThan, to the transfer agent for the
WiderThan Preferred Stock) the appropriate number of Disputed Escrow Shares,
Disputed Escrow Cash (or if insufficient, Disputed Escrow Funds) corresponding
to the Reimbursement Amount corresponding to such Claims Notice (if any) as well
as WiderThan's reasonable legal, and other expenses and shall distribute to the
Stockholder Representative an amount equal to its reasonable legal and other
expenses and the Escrow Agent shall, and WiderThan shall if necessary or
desirable cause the Escrow Agent and the transfer agent to, deliver any
remaining Disputed Escrow Shares, Disputed Escrow Cash and Disputed Escrow Funds
to the Stockholders in accordance with their respective Percentage Interests in
such remaining Disputed Escrow Shares, Disputed Escrow Cash and Disputed Escrow
Funds. For the avoidance of doubt and not by way of limitation of the foregoing,
if on the Final Distribution Date the Escrow Funds are not subject to any Claims
Notice for a bona fide dispute, the Escrow Agent shall promptly release all of
the Escrow Funds to the Stockholder Representative for the benefit of the
Stockholders.

3.6      EFFECT OF FINAL DELIVERY.

         This Agreement shall continue in full force and effect until the Escrow
Agent has delivered all of the Escrow Funds pursuant to the terms hereof. After
all of such funds or shares have been so delivered, all rights, duties and
obligations of the respective parties hereunder shall terminate, except that
Articles 1, 6, and 8 shall survive such termination.

3.7      STOCKHOLDER CASH SATISFACTION OPTION.

         Notwithstanding anything to the contrary contained herein, the
Stockholder Representative on behalf of any interested Participating Ztango
Stockholder shall have the right, exercisable by written notice to the Escrow
Agent and WiderThan, to satisfy any indemnification obligation amount with
respect to which Escrow Shares are being claimed hereunder by WiderThan or any
other indemnified party, by making a cash payment therefor to the Escrow Agent
for the benefit of the applicable indemnified party (the "Cash Payment Option").
In the event the Cash Payment Option is exercised and satisfied (the "Cash
Payment"), the Escrow Agent shall promptly deliver to the Stockholder
Representative for the benefit of the Participating Ztango Stockholders that
number of Escrow Shares which, when multiplied by the Value Per Share, equals
the amount of the Cash Payment.

3.8      PROPORTIONATE DISTRIBUTION.

         Any release or distribution of Escrow Funds to WiderThan or hereunder
shall be made as between the Escrow Shares and Escrow Cash pro rata in the same
proportion that the value of the Escrow Shares originally subject to this
Agreement and valued at the initial Value Per Share hereunder, bears to the
value of the Escrow Cash originally subject to this Agreement, or _____% to
_______%.

                                      -9-



                      ARTICLE 4 ESCROW STOCK CERTIFICATES

         The Escrow Agent may at any time request WiderThan to issue new
certificates (or other indicia of ownership) representing the Escrow Shares in
such denominations as may be necessary or appropriate in carrying out the Escrow
Agent's obligations under this Agreement.

                       ARTICLE 5 DIVIDENDS; VOTING RIGHTS

5.1      CASH DIVIDENDS; VOTING RIGHTS.

         All cash dividends or other property distributed by WiderThan, or
received by Escrow Agent in respect of, the Escrow Shares shall be retained by
the Escrow Agent in escrow and shall be considered "Escrow Funds," allocated
solely for the benefit of the Participating Ztango Stockholders as holders of
Escrow Shares, to be distributed in accordance with the terms of this Agreement.
The Escrow Agent shall be under no obligation to preserve, protect or exercise
rights in the Escrow Funds, and shall be responsible only for reasonable
measures to maintain the physical safekeeping thereof, and otherwise to perform
and observe such duties on its part as are expressly set forth in this
Agreement; except that it shall, at the written request of the Stockholder
Representative given to the Escrow Agent at least three Business Days prior to
the date on which the Escrow Agent is requested therein to take any action,
deliver to the Stockholders a proxy or other instrument in the form supplied to
the Escrow Agent for voting or otherwise exercising any right of consent with
respect to any of the Escrow Funds held by the Escrow Agent hereunder, to
authenticate therein the right of the Stockholders to exercise such voting or
consent authority in respect of their respective Percentage Interests in the
Escrow Shares. The Escrow Agent shall not be responsible for forwarding to any
person, notifying any person with respect to, or taking any action with respect
to, any notice, solicitation or other document or information, written or
otherwise, received from an issuer or other person with respect to the Escrow
Funds, including but not limited to, proxy material, tenders, options, the
pendency of calls and maturities and expiration of rights.

5.2      STOCK SPLITS; STOCK DIVIDENDS.

         In the event of any stock split or stock dividend with respect to
WiderThan Preferred Stock that becomes effective during the term of this
Agreement, the additional shares so issued with respect to the Escrow Shares
shall be added to the Escrow Shares and any other references herein to a
specific number of shares of WiderThan Preferred Stock or references herein to
prices for or the Value Per Share of WiderThan Preferred Stock shall be adjusted
accordingly.

5.3      VOTING.

         The Participating Ztango Stockholders shall be entitled to exercise all
voting rights and other benefits or rights with respect to the Escrow Shares,
including without

                                      -10-

limitation causing the Escrow Agent to sell such shares at any time following an
IPO, for so long as such shares are held by the Escrow Agent.

                           ARTICLE 6 THE ESCROW AGENT

6.1      APPOINTMENT.

         WiderThan and the Stockholder Representative hereby designate and
appoint the Escrow Agent as "Escrow Agent" under this Agreement and the Escrow
Agent hereby accepts such designation and appointment, subject to all of the
provisions of this Agreement.

         (a) Each Interested Party acknowledges and agrees that the Escrow Agent
(i) shall not be responsible for any of the agreements referred to or described
herein (including the Acquisition Agreement), or for determining or compelling
compliance therewith, and shall not otherwise be bound thereby, (ii) shall be
obligated only for the performance of such duties as are expressly and
specifically set forth in this Escrow Agreement on its part to be performed,
each of which are ministerial (and shall not be construed to be fiduciary) in
nature, and no implied duties or obligations of any kind shall be read into this
Agreement against or on the part of the Escrow Agent, (iii) shall not be
obligated to take any legal or other action hereunder which might in its
judgment involve or cause it to incur any expense or liability unless it shall
have been furnished with acceptable indemnification, (iv) may rely on and shall
be protected in acting or refraining from acting upon any written notice,
instruction (including wire transfer instructions, whether incorporated herein
or provided in a separate written instruction), instrument, statement,
certificate, request or other document furnished to it hereunder and believed by
it to be genuine and to have been signed or presented by the person or persons
designated in Schedule D annexed hereto, and shall have no responsibility for
determining the accuracy thereof, and (v) may consult counsel satisfactory to
it, including in-house counsel, and the opinion or advice of such counsel in any
instance shall be full and complete authorization and protection in respect of
any action taken, suffered or omitted by it hereunder in good faith and in
accordance with the opinion or advice of such counsel. The Escrow Agent may act
in reliance upon any instructions signed on signature believed by it to be
genuine, and may assume that the person or persons designated in Schedule D
annexed hereto who give any written instructions, notice or receipt, or make any
statements in connection with the provisions hereof, has been duly authorized to
do so. The Escrow Agent shall have no duty to make inquiry as to the
genuineness, accuracy or validity of any statements or instructions or any
signatures on statements or instructions.

         (b) The Escrow Agent shall not be liable to anyone for any action taken
or omitted to be taken by it hereunder except in the case of the Escrow Agent's
gross negligence or willful misconduct in breach of the terms of this Agreement.
In no event shall the Escrow Agent be liable for indirect, punitive, special or
consequential damage or loss (including but not limited to lost profits)
whatsoever, even if the Escrow Agent has been informed of the likelihood of such
loss or damage and regardless of the form of action.

                                      -11-

         (c) The Escrow Agent shall have no more or less responsibility or
liability on account of any action or omission of any book-entry depository,
securities intermediary or other sub-escrow agent employed by the Escrow Agent
than any such book-entry depository, securities intermediary or other sub-escrow
agent has to the Escrow Agent, except to the extent that such action or omission
of any book-entry depository, securities intermediary or other sub-escrow agent
was caused by the Escrow Agent's own gross negligence, bad faith or willful
misconduct in breach of this Agreement.

         (d) The Escrow Agent shall neither be responsible for or under, nor
chargeable with knowledge of, the terms and conditions of any other agreement,
instrument or document executed between/among the parties hereto, except as may
be specifically provided in Schedule D annexed hereto. This Agreement sets forth
all of the obligations of the Escrow Agent, and no additional obligations shall
be implied from the terms of this Agreement or any other agreement, instrument
or document.

         (e) The Escrow Agent may consult with legal counsel of its selection in
the event of any dispute or question as to the meaning or construction of any of
the provisions hereof or its duties hereunder, and it shall incur no liability
and shall be fully protected in acting in accordance with the opinion and
instructions of such counsel. WiderThan, on the one hand, and the Ztango
Stockholders, on the other hand (subject to the $40,000 limitation set forth in
Section 6.3), each agrees, jointly and severally, to be responsible, on demand,
for the reimbursement of one-half of the Escrow Agent's such legal fees,
disbursements and expenses and in addition, the Escrow Agent shall have the
right to reimburse itself for such fees, disbursements and expenses from the
property held in escrow hereunder.

         (f) The Escrow Agent shall be under no duty to give the property held
in escrow by it hereunder any greater degree of care than it gives its own
similar property.

         (g) The Escrow Agent shall have no obligation to invest or reinvest the
property held in escrow if all or a portion of such property is deposited with
the Escrow Agent after 11:00 AM Eastern Time on the day of deposit. Instructions
to invest or reinvest that are received after 11:00 AM Eastern Time will be
treated as if received on the following business day in New York. The Escrow
Agent shall have the power to sell or liquidate the foregoing investments
whenever the Escrow Agent shall be required to distribute amounts from the
escrow property pursuant to the terms of this Agreement. Requests or
instructions received after 11:00 AM Eastern Time by the Escrow Agent to
liquidate all or any portion of the escrowed property will be treated as if
received on the following business day in New York. The Escrow Agent shall have
no responsibility for any investment losses resulting from the investment,
reinvestment or liquidation of the escrowed property, as applicable, provided
that the Escrow Agent has made such investment, reinvestment or liquidation of
the escrowed property in accordance with their terms, and subject to the
conditions of this Agreement.

         (h) In the event of any disagreement between/among any of the parties
to this Agreement, or between/among them or either or any of them and any other
person, resulting in adverse claims or demands being made in connection with the
subject matter

                                      -12-


of the Escrow, or in the event that the Escrow Agent, in good faith, be in doubt
as to what action it should take hereunder, the Escrow Agent may, at its option,
refuse to comply with any claims or demands on it, or refuse to take any other
action hereunder, so long as such disagreement continues or such doubt exists,
and in any such event, the Escrow Agent shall not become liable in any way or to
any person for its failure or refusal to act, and the Escrow Agent shall be
entitled to continue so to refrain from acting until (i) the rights of all
parties shall have been fully and finally adjudicated by a court of competent
jurisdiction, or(ii) all differences shall have been adjusted and all doubt
resolved by agreement among all of the interested persons, and the Escrow Agent
shall have been notified thereof in writing signed by all such persons. The
Escrow Agent shall have the option, after 30 calendar days' notice to the other
parties of its intention to do so, to file an action in interpleader requiring
the parties to answer and litigate any claims and rights among themselves. The
rights of the Escrow Agent under this paragraph are cumulative of all other
rights which it may have by law or otherwise.

          (i) In the event funds transfer instructions are given (other than in
writing at the time of execution of this Agreement), whether in writing, by
telecopier or otherwise, the Escrow Agent is authorized to seek confirmation of
such instructions by telephone call back to the person or persons designated in
Schedule D annexed hereto, and the Escrow Agent may rely upon the confirmations
of anyone purporting to be the person or persons so designated. To assure
accuracy of the instructions it receives, the Escrow Agent may record such call
backs. If the Escrow Agent is unable to verify the instructions, or is not
satisfied with the verification it receives, it will not execute the instruction
until all issues have been resolved. The persons and telephone numbers for call
backs may be changed only in writing actually received and acknowledged by the
Escrow Agent. The parties agree to notify the Escrow Agent of any errors, delays
or other problems within 30 calendar days after receiving notification that a
transaction has been executed. If it is determined that the transaction was
delayed or erroneously executed as a result of the Escrow Agent's error, the
Escrow Agent's sole obligation is to pay or refund such amounts as may be
required by applicable law. In no event shall the Escrow Agent be responsible
for any incidental or consequential damages or expenses in connection with the
instruction. Any claim for interest payable will be at the Escrow Agent's
published savings account rate in effect in New York, New York.

         (j) No printed or other material in any language, including
prospectuses, notices, reports, and promotional material which mentions the
Escrow Agent by name or the rights, powers, or duties of the Escrow Agent under
this Agreement shall be issued by any other parties hereto, or on such party's
behalf, without the prior written consent of the Escrow Agent.

6.2      SUCCESSOR.

         The Escrow Agent may at any time resign as Escrow Agent hereunder by
giving 30 days prior written notice of resignation to WiderThan and the
Stockholder Representative. Prior to the effective date of the resignation as
specified in such notice, WiderThan will issue to the Escrow Agent a written
instruction authorizing redelivery of the Escrow Funds to a bank or trust
company that WiderThan selects as successor to the


                                      -13-


Escrow Agent hereunder, subject to the consent of the Stockholder Representative
(which consent shall not be unreasonably withheld or delayed). If, however,
WiderThan shall fail to name such a successor escrow agent within 20 days after
the date of the notice of resignation from the Escrow Agent, the Stockholder
Representative shall be entitled to name such successor escrow agent in its sole
discretion. If no successor escrow agent is named by WiderThan or the
Stockholder Representative, the Escrow Agent may apply to a court of competent
jurisdiction for appointment of a successor escrow agent.

6.3      COMPENSATION, EXPENSES REIMBURSEMENT AND INDEMNIFICATION.

         (a) WiderThan, on the one hand, and the Ztango Stockholders, on the
other hand, shall each be responsible for the payment or reimbursement of
one-half of the Escrow Agent's compensation for its normal services hereunder in
accordance with the attached fee schedule ("Schedule A"), which may be subject
to change hereafter on an annual basis; provided, however that the aggregate
amount for which the Ztango Stockholders shall be responsible to the Escrow
Agent pursuant to this Agreement shall not exceed $40,000.

         (b) WiderThan, on the one hand, and the Ztango Stockholders, on the
other hand, shall each be responsible for the reimbursement, on demand, of
one-half of the Escrow Agent's costs and expenses incurred in connection with
the administration of this Agreement or the escrow created hereby or the
performance or observance of its duties hereunder which are in excess of its
compensation for normal services hereunder, including payment of any legal fees
and expenses incurred by the Escrow Agent in connection with resolution of any
claim by any party hereunder; provided, however that the aggregate amount for
which the Ztango Stockholders shall be responsible to the Escrow Agent pursuant
to this Agreement shall not exceed $40,000.

         (c) WiderThan, on the one hand, and the Ztango Stockholders, on the
other hand, shall indemnify the Escrow Agent (and its directors, officers and
employees) and hold it (and such directors, officers and employees) harmless
from and against any loss, liability, damage, cost and expense of any nature
incurred by the Escrow Agent arising out of or in connection with this Agreement
or with the administration of its duties hereunder, including, but not limited
to, attorney's fees and other costs and expenses of defending or preparing to
defend against any claim of liability unless and except to the extent such loss,
liability, damage, cost and expense shall be caused by the Escrow Agent's gross
negligence, bad faith, or willful misconduct. Each of WiderThan and the Ztango
Stockholders agree to be responsible for one-half of the foregoing
indemnification and agreement to hold harmless; provided, however that the
aggregate amount for which the Ztango Stockholders shall be responsible to the
Escrow Agent pursuant to this Agreement shall not exceed $40,000. The foregoing
indemnification and agreement to hold harmless shall survive the termination of
this Agreement and the resignation of the Escrow Agent.

         (d) As a significant portion of the Escrowed Funds consist of Escrow
Shares, which may not necessarily be readily liquidated to satisfy the
obligations of the Ztango Stockholders pursuant to this Section 6.3, WiderThan
shall pay all obligations of


                                      -14-


WiderThan and the Ztango Stockholders pursuant to this Section 6.3 until such
time as there is an IPO, but upon the earlier of (i) an IPO, or (ii) the Final
Distribution Date, WiderThan shall be permitted to recover from the Escrow Funds
as a Recoverable Loss the portion of such amounts allocable to the Ztango
Stockholders. Upon an IPO, any obligation of the Ztango Stockholders to pay
ongoing fees and expenses of the Escrow Agent may be satisfied directly from the
Escrowed Funds.

6.4      DISPUTE RESOLUTION.

         Subject to the provisions of Section 2.2 and 3.5 of this Agreement, it
is understood and agreed that should any dispute arise with respect to the
delivery, ownership, right of possession, and/or disposition of the Escrow
Funds, or should any claim be made upon the Escrow Agent or the Escrow Funds by
a third party, the Escrow Agent upon receipt of notice of such dispute or claim
is authorized and shall be entitled (at its sole option and election) to retain
in its possession without liability to anyone, all or any of said Escrow Funds
until such dispute shall have been settled either by the mutual written
agreement of the parties involved or by a final order, decree or judgment of a
court in the United States of America or Korea, as the case may be, the time for
perfection of an appeal of such order, decree or judgment having expired. The
Escrow Agent may, but shall be under no duty whatsoever to, institute or defend
any legal proceedings which relate to the Escrow Funds.

                      ARTICLE 7 STOCKHOLDER REPRESENTATIVE

7.1      POWER AND AUTHORITY.

         The Stockholder Representative represents and warrants to WiderThan and
the Escrow Agent that the Stockholder Representative has the right, power and
authority to enter into and perform this Agreement to the extent set forth in
the Acquisition Agreement.

7.2      RESIGNATION; SUCCESSORS.

         The Stockholder Representative, or any successor hereafter appointed,
may resign and shall be discharged of the Stockholder Representative's duties
hereunder upon the appointment of a successor Stockholder Representative as
hereinafter provided. In case of such resignation, or in the event of the death
or inability to act of the Stockholder Representative, a successor shall be
named from among the Stockholders by a majority of the members of the Board of
Directors of Ztango who served on such board immediately prior to the effective
time of the Merger and are not then employed by WiderThan. Each such successor
Stockholder Representative shall have all the power, authority, rights and
privileges hereby conferred upon the original Stockholder Representative, and
the term "Stockholder Representative" as used herein shall be deemed to include
such successor Stockholder Representative. Notwithstanding the foregoing, until
notified in writing by the Stockholders Representative that the Stockholder
Representative has resigned the Escrow Agent may act upon the directions,
instructions and notices of the Stockholder


                                      -15-


Representative named above and, thereafter, upon the directions, instructions
and notices of any successor.

                            ARTICLE 8 MISCELLANEOUS

8.1      DEFINITIONS.

Except as otherwise provided herein, the capitalized terms set forth below shall
have the following meanings:

                  "AGGREGATE VALUE" at any time shall mean the product of the
         Value Per Share and the number of Escrow Shares plus the amount of any
         cash and the value of any other property (including, but not limited
         to, interest and dividends) then held in escrow pursuant to this
         Agreement.

                  "BUSINESS DAY" means any day that is not a Saturday, Sunday or
         other day on which banking institutions in New York, New York are
         authorized by law or executive order to close.

                  "CLAIMS NOTICE" shall mean a written notice, as prescribed in
         Section 2.2(c) hereof, provided by WiderThan to the Escrow Agent and
         the Stockholder Representative setting forth in reasonable detail the
         nature and amount of a Recoverable Loss or potential Recoverable Loss.

                  "FINAL DISTRIBUTION DATE" shall mean the date that is eighteen
         (18) months from the date of the Effective Time.

                  "INITIAL DISTRIBUTION DATE" shall mean the date that is nine
         (9) months from the date of the Effective Time.

                  "LOSS" shall mean any direct or indirect demand, claim,
         payment, obligation, action or cause of action, assessment, loss,
         liability, cost or expense, including penalties, interest on any
         damages or other amount payable to a third party as a result of the
         foregoing, and any legal or other expense reasonably incurred in
         connection with investigating or defending any claim or action, whether
         or not resulting in any liability, and any amount paid in settlement of
         any claim or action.

                  "RECOVERABLE LOSS" shall mean any Loss for which WiderThan may
         obtain recovery consistent with the terms of this Agreement and the
         Acquisition Agreement.

                  "REIMBURSEMENT AMOUNT" shall mean the total value, expressed
         in U.S. Dollars, that it is ultimately determined WiderThan may recover
         pursuant to any Claims Notice, as determined in accordance with those
         procedures set forth in Article 2.

                  "STOCKHOLDER REPRESENTATIVE" shall mean [            ].


                                      -16-


                  "VALUE PER SHARE" shall mean $[____.__]; provided, however,
         that upon the occurrence of an IPO, the Value Per Share of the Escrow
         Shares shall be the price at which each share of common stock of
         WiderThan is valued at the time of the Qualified IPO.

                  "ZTANGO STOCK" shall mean the Ztango Series A1 Preferred
         Stock, Ztango Series A2 Preferred Stock, Ztango Series A3 Preferred
         Stock, and Ztango common stock, taken together as a whole.

The terms set forth below shall have the meanings ascribed thereto in the
referenced sections:




TERM                                    PAGE       TERM                     PAGE
                                                                   
Acquisition Agreement                    1
Agreement                                1
Asserted Liability                       5
Claims Notice                            5
Dispute Notice                           5
Disputed Escrow Cash                     8
Disputed Escrow Funds                    8
Disputed Escrow Shares                   8
Disputed Liability                       5
Effective Time                           1
Eligible Investments                     3
Escrow Agent                             1
Escrow Cash                              1
Escrow Funds                             2
Escrow Shares                            1
Interested Parties                       1
Merger                                   1
Newco                                    1
Non-Purchasing Ztango Stockholders       2
Participating Ztango Stockholders        2
Percentage Interest                      2
Replacement Certificates                 7
Response Period                          5
Stockholder Representative               1
Stockholders                             1
Undisputed Escrow Cash                   8
Undisputed Escrow Funds                  8
Undisputed Escrow Shares                 8
WiderThan                                1
WiderThan Preferred Stock                1
Ztango                                   1



Any singular term in this Agreement shall be deemed to include the plural, and
any plural term the singular. Whenever the words "include," "includes" or
"including" are used in this Agreement, they shall be deemed followed by the
words "without limitation."

Capitalized terms used and not otherwise defined in this Agreement shall have
the respective meanings assigned to them in the Acquisition Agreement.

8.2      TRANSFERABILITY.

         A Stockholder may not transfer any interest in the Escrow Funds or any
other right under this Escrow Agreement to any other party, except (i) that in
the event of the Stockholder's death and upon written notice from the legal
representative of the estate of a deceased Stockholder to the Escrow Agent, the
rights of such Stockholder under this Escrow Agreement shall be transferred to
the estate of such Stockholder, and subsequently to any beneficiary thereof; or
(ii) to an Affiliate of such Stockholder as permitted by the Articles of
WiderThan or the Preferred Stock Investor Rights Agreement


                                      -17-


(as defined in the Acquisition Agreement); provided, however, that any such
beneficiary or the legal representative of any such estate or such Affiliate
shall be bound by the provisions of this Escrow Agreement without taking any
further action. The Escrow Agent shall be entitled to treat the legal
representative of the estate of such Stockholder, and subsequently any
beneficiary thereof, or such Affiliate, as the absolute owner of the rights of
such Stockholder under this Escrow Agreement in all respects and shall incur no
liability for distributions made in good faith to the legal representatives of
such Stockholder or such beneficiary or Affiliate in accordance with the terms
of this Escrow Agreement. The contingent right to receive Escrow Funds shall not
be transferable by the Stockholders otherwise than by will or by the laws of
descent and distribution.

8.3      NOTICES.

         All notices or other communications which are required or permitted
hereunder shall be in writing and sufficient if delivered by hand, by facsimile
transmission, by registered or certified mail, postage pre-paid, or by courier
or overnight carrier, to the persons at the addresses set forth below (or at
such other address as may be provided hereunder), and shall be deemed to have
been delivered as of the date so delivered:

                  If to WiderThan:

                           WiderThan.com Co., Ltd.
                           K1 REIT Bldg. 463
                           Chungjeong-ro, Seodaemun-gu
                           Seoul 120-709, Korea
                           +82-2-2014-5362
                           Facsimile Number: +82-2-2014-5017
                           Attn:  Hoseok Kim

                  with a copy to:

                           Alston & Bird LLP
                           90 Park Avenue
                           New York, NY 11016
                           Attn:  Aydin Caginalp and William Kim
                           Facsimile:  212- 210-9444


                                      -18-


                  If to the Stockholder Representative:

                           [                ]
                           Attn:  [         ]
                           Facsimile:

                  with a copy to:

                           [Counsel]
                           Attn:  [         ]
                           Facsimile:

                  If to the Escrow Agent:

                           Escrow Agent
                           Attn:  [         ]
                           Facsimile:

         or such other person or address as shall be furnished in writing by any
of the parties and any such notice or communication shall be deemed to have been
given as of the date so mailed.

8.4      GOVERNING LAW.

         This Agreement shall be governed by and construed in all respects in
accordance with the laws of the State of New York as contracts wholly
negotiated, executed and to be performed in the State of New York, without
regard to the principles of conflicts of law thereof.

8.5      BINDING EFFECT.

         This Agreement shall inure to the benefit of and be binding upon the
respective heirs, executors, administrators, successors and assigns of the
parties hereto.

8.6      SEVERABILITY.

         If any provision or section of this Agreement is determined to be void
or otherwise unenforceable, it shall not affect the validity or enforceability
of any other provisions of this Agreement which shall remain unenforceable in
accordance with their terms.

8.7      HEADINGS.

         The headings and subheadings contained in this Agreement are for
reference only and for the benefit of the parties and shall not be considered in
the interpretation or construction of this Agreement.



                                      -19-



8.8      EXECUTION IN COUNTERPARTS.

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

8.9      AMENDMENTS AND WAIVERS.

         This Agreement may not be altered or modified without the express
written consent of the parties hereto. No course of conduct shall constitute a
waiver of any of the terms and conditions of this Escrow Agreement, unless such
waiver is specified in writing, and then only to the extent so specified. A
waiver of any of the terms and conditions of this Escrow Agreement on one
occasion shall not constitute a waiver of the other terms of this Escrow
Agreement, or of such terms and conditions on any other occasion.

8.10     REPRODUCTION OF DOCUMENTS.

         This Agreement and all documents relating hereto, including (a)
consents, waivers and modifications which may hereafter be executed, and (b)
certificates and other information previously or hereafter furnished, may be
reproduced by any photographic, photostatic, microfilm, optical disk,
micro-card, miniature photographic or other similar process. The parties agree
that any such reproduction shall be admissible in evidence as the original
itself in any judicial or administrative proceeding, whether or not the original
is in existence and whether or not such reproduction was made by a party in the
regular course of business, and that any enlargement, facsimile or further
reproduction of such reproduction shall likewise be admissible in evidence.

8.11     THIRD PARTY BENEFICIARIES.

         Each Stockholder is expressly intended to be a third party beneficiary
of this Agreement.

                                      -20-


         IN WITNESS WHEREOF, the parties have executed this Escrow Agreement as
of the day and year first above written.


                                        WIDERTHAN.COM, INC.


                                        By:
                                            ------------------------------------
                                            Name:
                                                  ------------------------------
                                            Title:
                                                  ------------------------------


                                        STOCKHOLDER REPRESENTATIVE


                                        By:
                                            ------------------------------------
                                            Name:
                                                  ------------------------------
                                            Title:
                                                  ------------------------------


                                        ESCROW AGENT


                                        By:
                                            ------------------------------------
                                            Name:
                                                  ------------------------------
                                            Title:
                                                  ------------------------------


                                      -21-


                                   Schedule A

                                  Fee Schedule


                                      -22-



                                   Schedule B

                              Percentage Interests


                                      -23-



                                   Schedule C

        WiderThan and Stockholder Representative Bank Account Information


                                      -24-


                                   Schedule D



                                      -25-


                                                                       EXHIBIT 6

                             WIDERTHAN.COM CO., LTD.
                        ACCREDITED INVESTOR QUESTIONNAIRE

     WiderThan.com Co., Ltd. (the "Company") intends to offer and sell its
Series B Preferred Stock to certain investors. The securities to be offered will
not be registered under the Securities Act of 1933, as amended (the "Securities
Act"), or any state securities laws, in reliance on certain exemptions from
registration under the Securities Act and under state law. To support these
exemptions, the Company requests that you complete this Accredited Investor
Questionnaire to enable the Company to determine whether you qualify as an
"accredited investor" pursuant to the provisions of Rule 501(a) of Regulation D
under the Securities Act. The information supplied in this Accredited Investor
Questionnaire will be disclosed to no one other than officers and agents of the
Company without your consent unless it is necessary for the Company to use the
information to support the exemptions from registration under the Securities Act
and under state law, or as otherwise required by applicable law. By executing
this Accredited Investor Questionnaire, you will be acknowledging that you
understand that the Company is relying upon the accuracy of the information
concerning you and the accuracy of your representations and warranties contained
herein in complying with its obligations under applicable securities laws.
SECURITIES WILL NOT BE OFFERED OR SOLD TO THE UNDERSIGNED UNTIL A QUESTIONNAIRE
HAS BEEN FILLED OUT AS THOROUGHLY AS POSSIBLE. IN THE CASE OF AN INVESTOR THAT
IS A PARTNERSHIP, TRUST OR CORPORATION THAT DOES NOT QUALIFY AS AN ACCREDITED
INVESTOR, EACH EQUITY OWNER MUST COMPLETE A QUESTIONNAIRE TO DETERMINE
ACCREDITED STATUS. This Questionnaire does not constitute an offer to sell or a
solicitation of an offer to buy any security.

     If you wish to be considered an "accredited investor," you must INITIAL the
appropriate paragraphs below that describe the suitability requirement under
which you intend to qualify. We may ask you to provide additional information to
document the representations initialed, as described within each paragraph.
PLEASE INITIAL ALL PARAGRAPHS THAT APPLY. PLEASE NOTE THAT IF THE SECURITIES
WILL BE HELD OTHER THAN IN AN INDIVIDUAL'S NAME, THE INFORMATION BELOW SHOULD BE
SUPPLIED FOR THE ENTITY WHICH WILL HOLD SUCH SECURITIES.

 ____1.   Individual Net Worth Suitability

          The undersigned represents and warrants that his or her individual net
          worth or joint net worth with his or her spouse, exceeds $1,000,000.

          This suitability requirement may be selected only by a natural
          individual(s), and NOT by a corporation, partnership, trust, estate,
          unincorporated association or other entity.

                                       OR

_____2.   Individual Net Income Suitability



          The undersigned represents and warrants that his or her individual net
          worth was in excess of $200,000 in each of the two most recent years,
          or his or her joint income with his or her spouse was in excess of
          $300,000 in each of those years and he or she reasonably expects his
          or her net income to reach such level in the current year.

          This suitability requirement may be selected only by a natural
          individual(s), and NOT by a corporation, partnership, trust, estate,
          unincorporated association or other entity.

                                       OR

____ 3.   Certain Qualified Organizations:

          The undersigned represents and warrants that it is (check one):

          ____ a.   A corporation, partnership, Massachusetts or similar
                    business trust, or organization described in Section
                    501(c)(3) of the Internal Revenue Code (tax exempt
                    organization), not formed for the specific purpose of
                    acquiring the Company's Series B Preferred Stock, having
                    total assets in excess of $5,000,000.

          ____ b.   A bank, savings and loan association or other similar
                    institution (as defined in Sections 3(a)(2) and 3(a)(5)(A)
                    of the Securities Act).

          ____ c.   An insurance company (as defined in Section 2(13) of the
                    Securities Act).

          ____ d.   An investment company registered under the Investment
                    Company Act of 1940.

          ____ e.   A business development company as defined in Section
                    2(a)(48) of the Investment Company Act of 1940 or private
                    business development company as defined in Section
                    202(a)(22) of the Investment Advisers Act of 1940.

          ____ f.   A Small Business Investment Company licensed by the U.S.
                    Small Business Administration under Sections 301(c) or (d)
                    of the Small Business Investment Act of 1958.

          ____ g.   A broker or dealer registered pursuant to Section 15 of the
                    Securities Exchange Act of 1934, as amended.

          ____ h.   A trust with total assets in excess of $5,000,000 not formed
                    for the specific purpose of acquiring the Company's Series B
                    Preferred Stock, whose purchase is directed by a
                    sophisticated person who has such knowledge and experience
                    in financial and business matters that he or she is capable
                    of evaluating the merits and risks of an investment in the
                    securities offered.


                                      -2-



NOTE: If you claim suitability under this paragraph (3), the Company may require
that you provide appropriate information supporting your claim to status as a
Qualified Organization.

                                       OR

_____4.   Entity Suitability:

          The undersigned represents and warrants that it is a corporation, a
          partnership, an unincorporated association or other similar entity,
          and that each owner of an equity interest in the entity satisfies the
          suitability requirements of either paragraphs (1), (2), or (3) above.
          An entity may be newly formed for the purpose of purchasing
          securities.

NOTE: If you claim suitability under this paragraph (4), you must submit a list
of each of the owners with an equity interest in the entity, setting forth the
address and telephone number and list for EACH such owner the information
required under paragraphs (1), (2), or (3) above. These separate pages must be
validly signed by or on behalf of each such owner or beneficiary.

                                       OR

_____5.   The undersigned is NOT an Accredited Investor.

     The undersigned represents and warrants that all the information contained
herein is complete and accurate and contains no material omissions and may be
relied upon by the Company.

     IN WITNESS WHEREOF, the undersigned has executed this Accredited Investor
Questionnaire on this _____ day of ___________, 2004.

                                   Name of Investing Entity:
                                                             -------------------


                                   By:
                                       -----------------------------------------
                                       (Signature of Authorized Officer)

                                       -----------------------------------------
                                       (Print Name and Title)


                                      -3-



                                                                       EXHIBIT 7

                   PREFERRED STOCK INVESTORS RIGHTS AGREEMENT

     This Preferred Stock Investors Rights Agreement (this "Agreement") is
entered into as of June 24, 2004 (the "Effective Date") by and among
WiderThan.com Co., Ltd., a Korean corporation (the "Company"); the parties
listed on Exhibit A as major shareholders (the "Major Shareholders"); Nokia
Venture Partners II, LP, a Delaware limited partnership ("NVP") and NVP
Affiliates Fund II, LP, a Delaware limited partnership ("NVP Affiliates" and
together with NVP, the "Series A Preferred Holders"); and the parties listed on
Exhibit B as participating stockholders of Ztango, Inc., a Delaware corporation
(collectively, with Mooreland Partners, LLC, the "Series B Preferred Holders").
Capitalized terms not defined herein shall have their respective meanings set
forth in the Acquisition Agreement (as defined below).

                                    RECITALS

     WHEREAS, the Company, the Series A Preferred Holders, and the Major
Shareholders have entered into that certain Investor Rights Agreement, dated as
of May 8, 2002, as amended, setting forth, among other things, the rights and
preferences relating to the Series A Preferred Stock (the "Series A Investor
Rights Agreement");

     WHEREAS, the Series B Preferred Holders have agreed to purchase from the
Company, and the Company has agreed to sell to the Series B Preferred Holders,
shares of Series B Preferred Stock (the "Series B Preferred Stock," and together
with the Series A Preferred Stock, the "Preferred Stock") on the terms and
conditions set forth in that certain Agreement, by and among the Company,
WiderThan.com USA, Inc., Ztango, Inc. ("Ztango"), SJ Park, as Agent, and the
Participating Ztango Stockholders (as defined therein), dated as of June 28,
2004 (the "Acquisition Agreement");

     WHEREAS, the Acquisition Agreement provides that the Company, the Series A
Preferred Holders, the Major Shareholders, and the Series B Preferred Holders
enter into this Agreement as a condition precedent to the closing of the sale
and purchase of the Series B Preferred Stock; and

     WHEREAS, the Company, the Series A Preferred Holders, and the Major
Shareholders wish to terminate the Series A Investor Rights Agreement and
replace it with this Agreement;

                                    AGREEMENT

     NOW, THEREFORE, in consideration of the foregoing recitals, the mutual
promises hereinafter set forth, and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the parties hereto
agree as follows:


                                        1



1.   INFORMATION RIGHTS.

     1.1 Information and Inspection Rights.

     (a) The Company covenants and agrees that, commencing on the Effective
Date, for so long as the Series A Preferred Holders or the Series B Preferred
Holders, as the case may be, respectively hold 5% or more of the Company's
issued and outstanding shares (on an as converted, fully diluted basis), the
Company will (i) deliver to each of the Series A Preferred Holders or Series B
Preferred Holders, as the case may be, audited annual financial statements
within 90 days after the end of each fiscal year prepared in English with all
figures expressed in United States dollars and; (ii) deliver to each of the
Series A Preferred Holders, on the one hand, and General Atlantic Partners 64,
L.P. ("General Atlantic") and i-Hatch Ventures, LLC ("i-Hatch"), on the other
hand, as the case may be, (A) unaudited quarterly financial statements within 45
days of the end of each fiscal quarter prepared in English with all figures
expressed in United States dollars; (B) unaudited monthly financial statements
within 30 days of the end of each month; (C) an annual budget for the following
fiscal year within 30 days prior to the end of the preceding fiscal year; and
(D) copies of all documents or other information sent to any shareholder of the
Company in such person's capacity as a shareholder.

     All financial statements to be provided to such Series A Preferred Holders
or Series B Preferred Holders, as the case may be, pursuant to this Section
1.1(a)(i) and 1.1(a)(ii)(A) shall be prepared in conformance with Generally
Accepted Accounting Principals of Korea applied on a consistent basis (with
comments, in the case of audited annual financial statements, on major
differences between the application of Generally Accepted Accounting Principals
of Korea and the application of generally accepted accounting principles
applicable in the United States).

     For purposes of Section 1.1(a)(i), the Company shall be deemed to have
satisfied its obligation to provide the financial statements to the Series A
Preferred Holders or the Series B Preferred Holders with the dispatch of such
financial statements to the respective designee of each of the Series A
Preferred Holders and the Series B Preferred Holders designated in accordance
with the notice provision of Section 9.1(a) (the "Delivery Recipient").
Immediately upon receipt by the Delivery Recipients of the financial statements
provided pursuant to Section 1.1(a)(i), the i-Hatch Delivery Recipient shall
deliver such financial statements to each respective holder of at least 74,285
shares of the Series A Preferred Stock or the Series B Preferred Stock, as the
case may be. Materials provided to the Series A Preferred Holders, i-Hatch or
General Atlantic pursuant to Section 1.1(a)(ii) shall not be forwarded to the
remaining Series B Preferred Holders without the express written consent of the
Company.

     (b) So long as the Series A Preferred Holders or the Series B Preferred
Holders, as the case may be, respectively hold 5% or more of the issued and
outstanding shares of the Company, the Company further covenants and agrees
that, commencing on the date of this Agreement, such Series A Preferred Holders
or Series B Preferred Holders, as the case may be, shall have inspection rights
of the facilities, records, books and accounts of the Company, including
discussing the business, operations and conditions of the Company with its
directors and officers, and to review such information as is reasonably
requested.


                                       2



     (c) For the avoidance of doubt, (i) the Series A Preferred Holders will not
have any information rights under Sections 1.1(a) or 1.1(b) at any time after
the shares of Series A Preferred Stock (or common shares issued upon conversion
thereof) that they hold represent less than 5% of the Company's issued and
outstanding shares, and (ii) the Series B Preferred Holders will not have any
information rights under Sections 1.1(a) or 1.1(b) at any time after the shares
of Series B Preferred Stock (or common shares issued upon conversion thereof)
that they hold represent less than 5% of the Company's issued and outstanding
shares, in each case on an as converted, fully diluted basis.

2.   REGISTRATION RIGHTS.

     2.1 Applicability of Rights. Each of the Series A Preferred Holders and the
Series B Preferred Holders, as the case may be, shall be entitled to the
following rights with respect to any potential public offering of shares of the
Company's common stock or depositary receipts representing the common stock.

     2.2 Definitions. For purposes of this Agreement:

          (a) Qualified IPO. The term "Qualified IPO" shall mean (i) a bona
fide, underwritten public offering of shares of common stock listed on the
KOSDAQ or KSE made pursuant to a registration statement filed with the Financial
Supervisory Commission in accordance with the Securities and Exchange Act of
Korea resulting in proceeds to the Company of at least US$10,000,000 in the
aggregate (or the equivalent in Korean Won, using the exchange rate as of the
date that such proceeds are actually received by the Company); or (ii) the
listing of the Company's common stock, or depository receipts representing such
common stock, on the New York Stock Exchange, the NASDAQ stock market or any
other "national securities exchange" registered pursuant to Section 6 of the
1934 Act.

          (b) Registration. The terms "register," "registered," and
"registration" refer to a registration effected by preparing and filing a
registration statement in compliance with the United States Securities Act of
1933, as amended (the "Securities Act"), and the declaration or ordering of
effectiveness of such registration statement.

          (c) Registrable Securities. The term "Registrable Securities" means:
(i) any shares of common stock of the Company to be issued pursuant to
conversion of any Preferred Stock issued (A) under the Acquisition Agreement or
the Series A Preferred Stock Purchase Agreement, dated as of May 8, 2002, by and
among the Company, NVP and NVP Affiliates, and (B) pursuant to the Right of
Participation (defined in Section 3 hereof); (ii) any shares of common stock of
the Company issued as (or issuable upon the conversion or exercise of any
warrant, right or other security which is issued as) a dividend or other
distribution with respect to, or in exchange for or in replacement of, any
shares of Preferred Stock described in clause (i) of this Section 2.2(c); and
(iii) any other shares of common stock of the Company owned or hereafter
acquired by the Holder of Registrable Securities described in (i) and (ii)
above. Notwithstanding the foregoing, "Registrable Securities" shall exclude any
Registrable Securities sold by a person in a transaction in which the rights
granted under this Section 2 are not assigned in accordance with this Agreement
or the Registrable Securities are transferred in contravention of this
Agreement.


                                        3



          (d) Registrable Securities Then Outstanding. The number of shares of
"Registrable Securities then outstanding" shall mean that number of shares of
common stock of the Company that are Registrable Securities then issued and
outstanding (including shares that may be issued upon the conversion of any
Preferred Stock, based on the then current conversion ratio).

          (e) Holder. The term "Holder" means any person or entity owning
Registrable Securities that have not been sold to the public or pursuant to Rule
144 promulgated under the Securities Act or any permitted assignee of such
Registrable Securities to whom the rights granted under this Section 2 have been
duly assigned in accordance with this Agreement.

          (f) "Shelf Registration Statement" shall mean a registration statement
of the Company on Form F-3 (or S-3) pursuant to Rule 415 under the Securities
Act, or any successor form registration statement, which covers all of the
Registrable Securities requested to be included therein pursuant to the
provisions of this Section 2 and all amendments and supplements to such shelf
registration statement, including post-effective amendments, in each case
including the Prospectus contained therein, all exhibits thereto and all
material incorporated by reference (or deemed to be incorporated by reference)
therein.

          (g) SEC. The term "SEC" or "Commission" means the United States
Securities and Exchange Commission.

     2.3 Demand Registration.

          (a) Request by Holders. At any time after the earlier of (i) July 1,
2005 or (ii) six months after the consummation of a Qualified IPO, upon receipt
of a written request from the Holders of at least thirty-five percent (35%) of
the Registrable Securities then outstanding, that the Company file a
registration statement under the Securities Act covering the registration of
Registrable Securities pursuant to this Section 2.3, then the Company shall,
within ten (10) business days of the receipt of such written request, give
written notice of such request ("Request Notice") to all Holders, and use its
reasonable best efforts to effect, as soon as practicable, the registration
under the Securities Act of all Registrable Securities that Holders request to
be registered and included in such registration by written notice given by such
Holders to the Company within twenty (20) days after the date the Request Notice
is dispatched, subject only to the limitations of this Section 2.3; provided,
however, that the Company shall not be obligated to effect, or take any action
to effect, any such registration pursuant to this Section 2.3:

          (i) if the aggregate amount of the Registrable Securities requested by
all Holders to be registered pursuant to such request has a value of less than
(A) US$5,000,000, in the case of the first demand registration pursuant to this
Section 2.3, or (B) US$8,000,000, in the case of the second demand registration
pursuant to this Section 2.3;

          (ii) if the Company has, within the six (6) month period preceding the
date of such request, already effected a registration under the Securities Act
pursuant to this Section 2.3 or Section 2.5, or a registration in which the
Holders had an opportunity to participate pursuant to the provisions of Section
2.4, other than a registration from which the Registrable Securities of certain


                                        4



Holders have been excluded (with respect to all or any portion of the
Registrable Securities the Holders requested be included in such registration)
pursuant to the provisions of Section 2.4(a);

          (iii) if, upon receipt of a registration request pursuant to this
Section 2.3(a), the Company is advised in writing (with a copy to each
Initiating Holder (as hereinafter defined)) by a recognized national independent
investment banking firm selected by the Company that, in such firm's opinion, a
registration at the time and on the terms requested would have a material
adverse effect on any subsequent public offering of securities of the Company by
the Company (other than in connection with employee benefit and similar plans)
(a "Company Offering"), the Company shall not be required to effect a
registration pursuant to this Section 2.3(a) until the earlier of (i) 30 days
after the completion of such Company Offering, or (ii) promptly after any
abandonment of such Company Offering; provided, however, that the periods during
which the Company shall not be required to effect a registration pursuant to
this Section 2.3(a) together with any periods of suspension under Section 2.3(d)
hereof may not exceed 90 days in the aggregate during any period of 12
consecutive months; or

          (iv) in any particular jurisdiction, other than Korea or New York, in
which the Company would be required to qualify to do business or to execute a
general consent to service of process in effecting such registration,
qualification or compliance.

          (b) Underwriting. If the Holders initiating the registration request
under this Section 2.3 ("Initiating Holders") intend to distribute the
Registrable Securities covered by their request by means of an underwritten
offering, then they shall so advise the Company as a part of their request made
pursuant to this Section 2.3 and the Company shall include such information in
the written notice referred to in Section 2.3(a). In such event, the right of
any Holder to include his Registrable Securities in such registration shall be
conditioned upon such Holder's participation in such underwriting pursuant to
the terms of the underwritten offering set forth therein and the inclusion of
such Holder's Registrable Securities in the underwriting to the extent provided
herein. All Holders proposing to distribute their securities through such
underwriting shall enter into an underwriting agreement in customary form with
the managing underwriter or underwriters selected for such underwriting by the
Holders of a majority of the Registrable Securities being registered and
reasonably acceptable to the Company. Notwithstanding any other provision of
this Section 2.3, if the underwriter(s) advise(s) the Company in writing that
marketing factors require a limitation of the number of securities to be
underwritten, then the Company shall so advise all Holders of Registrable
Securities which would otherwise be registered and underwritten pursuant hereto,
and the number of Registrable Securities that may be included in the
underwriting shall be reduced as required by the underwriter(s) and allocated
among the Holders of Registrable Securities on a pro rata basis according to the
number of Registrable Securities then outstanding held by each Holder requesting
registration (including the Initiating Holders); provided, however, that the
number of shares of Registrable Securities to be included in such underwriting
and registration shall not be reduced unless all other securities of the Company
are first entirely excluded from the underwriting and registration. Any
Registrable Securities excluded and withdrawn from such underwriting shall be
withdrawn from the registration.

          (c) Maximum Number of Demand Registrations. The Company shall be
obligated to effect no more than two (2) demand registrations pursuant to this
Section 2.3.


                                       5



          (d) Deferral. Notwithstanding the foregoing, if the Company shall
furnish to Holders requesting the filing of a registration statement pursuant to
this Section 2.3, a certificate signed by a Representative Director of the
Company stating that in the good faith judgment of the board of directors of the
Company (the "Board"), it would be materially detrimental to the Company and its
shareholders for such registration statement to be filed, then the Company shall
have the right to defer such registration of the Registrable Securities required
to be registered by the Initiating Holders for a period of not more than ninety
(90) days after receipt of the request of the initiating Holders; provided,
however, that the Company may not utilize this right more than once in any
twelve (12) month period.

          (e) Expenses. All expenses incurred in connection with any
registration pursuant to this Section 2.3, including without limitation all
United States federal, "blue sky" and all foreign registration, filing and
qualification fees, printer's and accounting fees, and fees and disbursements of
counsel for the Company (but excluding underwriters' or brokers' discounts and
commissions relating to shares sold by the Holders and legal fees of counsel for
the Holders), shall be borne by the Company. Each Holder participating in a
registration pursuant to this Section 2.3 shall bear such Holder's proportionate
share (based on the total number of shares sold in such registration other than
for the account of the Company) of all discounts, commissions or other amounts
payable to underwriter(s) or brokers, and the Holders' legal fees, in connection
with such offering by the Holders. Notwithstanding the foregoing, the Company
shall not be required to pay for any expenses of any registration proceeding
begun pursuant to this Section 2.3 if the registration request is subsequently
withdrawn at the request of the Holders of a majority of the Registrable
Securities to be registered, unless the Holders of a majority of the Registrable
Securities then outstanding agree that such registration constitutes the use by
the Holders of one (1) demand registration pursuant to this Section 2.3 (in
which case such registration shall also constitute the use by all Holders of
Registrable Securities of one (1) such demand registration); provided, further,
however, that if at the time of such withdrawal, the Holders have learned of a
material adverse change in the condition, business, or prospects of the Company
not known to the Holders at the time of their request for such registration and
have withdrawn their request for registration with reasonable promptness after
learning of such material adverse change, then the Holders shall not be required
to pay any of such expenses and such registration shall not constitute the use
of a demand registration pursuant to this Section 2.3.

          2.4 Piggyback Registrations. The Company shall notify all Holders of
Registrable Securities in writing at least thirty (30) days prior to filing any
registration statement under the Securities Act for purposes of effecting a
public offering of securities of the Company (including, but not limited to,
registration statements relating to secondary offerings of securities of the
Company, but excluding registration statements relating to any registration
under Section 2.3 or Section 2.5 of this Agreement or to any employee benefit
plan or corporate reorganization) and will afford each such Holder an
opportunity to include in such registration statement all or any part of the
Registrable Securities then held by such Holder. Each Holder desiring to include
in any such registration statement all or any part of the Registrable Securities
held by such Holder shall within twenty (20) days after the date of receipt of
the above-described notice by the Company, so notify the Company in writing, and
in such notice shall inform the Company of the number of Registrable Securities
such Holder wishes to include in such registration statement. If a Holder
decides not to include all of its Registrable Securities in any registration
statement thereafter filed by the


                                        6



Company, such Holder shall nevertheless continue to have the right to include
any Registrable Securities in any subsequent registration statement or
registration statements as may be filed by the Company with respect to offerings
of its securities, all upon the terms and conditions set forth herein. If, at
any time after giving written notice of the Company's intention to effect a
registration triggering the rights of the Holders of Registrable Securities
under this Section 2.4 and prior to the effective date of the registration
statement filed in connection with such registration, the Company shall
determine for any reason not to register such equity securities, the Company
may, with the consent of Holders of a majority of the Registrable Securities
proposed to be included in the registration, give written notice of such
determination to the Holders and thereupon the Company shall be relieved of its
obligation to register such Registrable Securities in connection with the
registration of such equity securities (but not from its obligation to pay
Registration Expenses to the extent incurred in connection therewith as provided
herein).

          (a) Underwriting. If a registration statement under which the Company
gives notice under this Section 2.4 is for an underwritten offering, then the
Company shall so advise the Holders of Registrable Securities. In such event,
the right of any such Holder's Registrable Securities to be included in a
registration pursuant to this Section 2.4 shall be conditioned upon such
Holder's participation in such underwriting pursuant to the terms of the
underwritten offering set forth therein and the inclusion of such Holder's
Registrable Securities in the underwriting to the extent provided herein. All
Holders proposing to distribute their Registrable Securities through such
underwriting shall enter into an underwriting agreement in customary form with
the managing underwriter or underwriters selected for such underwriting.
Notwithstanding any other provision of this Agreement, if the managing
underwriter(s) determine(s) in good faith that marketing factors require a
limitation of the number of shares to be underwritten, then the managing
underwriter(s) may exclude shares (including up to seventy percent (70%) of the
Registrable Securities) from the registration and the underwriting, and the
number of shares that may be included in the registration and the underwriting
shall be allocated, first to the Company, and second, to each of the Holders
requesting inclusion of their Registrable Securities in such registration
statement on a pro rata basis based on the total number of Registrable
Securities then held by each such Holder; provided, however, that the right of
the underwriter(s) to exclude shares (including Registrable Securities) from the
registration and underwriting as described above shall be restricted so that (i)
the number of Registrable Securities included in any such registration is not
reduced below thirty percent (30%) of the aggregate number of Registrable
Securities for which inclusion has been requested; and (ii) all shares that are
not Registrable Securities and are held by any other person, including, without
limitation, any person who is an employee, officer or director of the Company
(or any subsidiary of the Company, which shall be defined to mean those entities
in which the Company directly or indirectly owns or controls in excess of 50% of
the equity securities or voting power) shall first be excluded from such
registration and underwriting before any Registrable Securities are so excluded.
If any Holder disapproves of the terms of any such underwriting, such Holder may
elect to withdraw therefrom by written notice to the Company and the
underwriter(s), delivered at least ten (10) business days prior to the effective
date of the registration statement. Any Registrable Securities excluded or
withdrawn from such underwriting shall be excluded and withdrawn from the
registration.

          For any Holder that is a partnership, the Holder and the partners and
retired partners of such Holder, or the estates and family members of any such
partners and retired partners and any


                                        7



trusts for the benefit of any of the foregoing persons, and for any Holder that
is a corporation, the Holder and all corporations that are affiliates of such
Holder, shall be deemed to be a single "Holder," and any pro rata reduction with
respect to such "Holder" shall be based upon the aggregate amount of shares
carrying registration rights owned by all entities and individuals included in
such "Holder," as defined in this sentence.

          (b) Expenses. All expenses incurred in connection with a registration
pursuant to this Section 2.4 (excluding underwriters' and brokers' discounts and
commissions relating to shares sold by the Holders and legal fees of counsel for
the Holders), including, without limitation all United States federal, "blue
sky" and all foreign registration, filing and qualification fees, printers' and
accounting fees, and fees and disbursements of counsel for the Company and
counsel for the Holders, shall be borne by the Company.

          (c) Not Demand Registration. Registration pursuant to this Section 2.4
shall not be deemed to be a demand registration as described in Section 2.3
above. Except as otherwise provided herein, there shall be no limit on the
number of times the Holders may request registration of Registrable Securities
under this Section 2.4.

     2.5 Shelf Registration. In case the Company shall receive from any Holder
or Holders of at least thirty-five percent (35%) of all Registrable Securities
then outstanding a written request or requests that the Company effect a
registration on a Shelf Registration Statement and any related qualification or
compliance with respect to all or a part of the Registrable Securities owned by
such Holder or Holders, then the Company will:

          (a) Notice. Give, within 10 business days of the receipt by the
Company of the request to effect a Shelf Registration Statement, written notice
of the proposed shelf registration and the Holder's or Holders' request
therefor, and any related qualification or compliance, to all other Holders of
Registrable Securities; and

          (b) Registration. As soon as practicable, effect such registration and
all such qualifications and compliances as may be so requested and as would
permit or facilitate the sale and distribution of all or such portion of such
Holders or Holders' Registrable Securities as are specified in such request,
together with all or such portion of the Registrable Securities of any other
Holder or Holders joining in such request as are specified in a written request
given within twenty (20) days after receipt of the notice provided by the
Company pursuant to this Section 2.5; provided, however, that the Company shall
not be obligated to effect any such registration, qualification or compliance
pursuant to this Section 2.5:

               (i) if Form F-3 (or S-3), or any successor form approved by the
SEC, is not available to the Company for such offering;

               (ii) if the Holders, together with the holders of any other
securities of the Company entitled to inclusion in such registration, propose to
sell Registrable Securities and such other securities (if any) at an aggregate
price to the public of less than $2,000,000;


                                        8



               (iii) if the Company shall furnish to the Holders a certificate
signed by a Representative Director of the Company stating that in the good
faith judgment of the Board, it would be materially detrimental to the Company
and its shareholders for such registration to be effected at such time, in which
event the Company shall have the right to defer the filing of the Shelf
Registration Statement no more than once during any twelve (12) month period for
a period of not more than ninety (90) days after receipt of the request of the
Holder or Holders under this Section 2.5;

               (iv) if the Company has, within the six (6) month period
preceding the date of such request, already effected a registration under the
Securities Act, other than a registration from which the Registrable Securities
of Holders have been excluded (with respect to all or any portion of the
Registrable Securities the Holders requested be included in such registration)
pursuant to the provisions of Section 2.4(a); or

               (v) in any particular jurisdiction, other than Korea or New York,
in which the Company would be required to qualify to do business or to execute a
general consent to service of process in effecting such registration,
qualification or compliance.

          (c) Expenses. The Company shall pay all expenses incurred in
connection with each registration requested pursuant to this Section 2.5,
(excluding underwriters' or brokers' discounts and commissions relating to
shares sold by the Holders and legal fees of counsel for the Holders), including
without limitation United States federal, "blue sky" and all foreign
registration, filing and qualification fees, printers' and accounting fees, and
fees and disbursements of counsel for the Company and counsel for the Holders.

          (d) Deferral. Notwithstanding the foregoing, if the Company shall
furnish to Holders requesting the filing of a Shelf Registration Statement
pursuant to this Section 2.5, a certificate signed by a Representative Director
of the Company stating that in the good faith judgment of the Board, it would be
materially detrimental to the Company and its shareholders for such registration
statement to be filed, then the Company shall have the right to defer such
filing for a period of not more than sixty (60) days after receipt of the
request of the initiating Holders; provided, however, that the Company may not
utilize this right more than once in any twelve (12) month period.

          (e) Not Demand Registration. Registrations pursuant to this Section
2.5 shall not be deemed to be demand registrations as described in Section 2.3.

          (f) Maximum Number of Shelf Registrations. The Company shall be
obligated to effect not more than two (2) registrations pursuant to this Section
2.5 per calendar year.

     2.6 Termination or Satisfaction of the Company's Obligations.

          (a) The Company shall have no obligations pursuant to Sections 2.3,
2.4 and 2.5 with respect to any Registrable Securities proposed to be sold by a
Holder in a registration pursuant to Section 2.3, 2.4 or 2.5 upon the earlier of
(i) three (3) years after consummation of a Qualified IPO, or (ii) if, in the
opinion of counsel to the Company, all such Registrable Securities


                                        9



proposed to be sold by a Holder may then be sold under Rule 144 in one
transaction without exceeding the volume limitations thereunder.

          (b) Any other provision of this Section 2 notwithstanding, the Company
may satisfy its obligations under this Section 2 by conducting an initial public
offering in Korea or, upon receiving notice of a demand for registration
pursuant to under Sections 2.3 or 2.5, promptly effecting a comparable
registration under the Securities and Exchange Act of Korea, in each case so
long as such initial public offering or registration provides the Holders of
Registrable Securities the ability to sell the Registrable Securities in Korea
without regard to volume limitations or similar restrictions.

     2.7 Obligations of the Company. Whenever required under this Section 2 to
effect the registration of any Registrable Securities, the Company shall, as
expeditiously as reasonably possible:

          (a) as soon as is reasonably practicable, prepare and file with the
SEC a registration statement with respect to such Registrable Securities and use
all commercially reasonable efforts to cause such registration statement to
become effective as soon as is reasonably practicable, and, upon the request of
the Holders of a majority of the Registrable Securities registered thereunder,
keep such registration statement effective for a period of up to 90 days or, if
earlier, until the disposition contemplated in the Registration Statement has
been completed;

          (b) prepare and file with the SEC such amendments and supplements to
such registration statement and the prospectus used in connection with such
registration statement as may be necessary to comply with the provisions of the
Securities Act with respect to the disposition of all securities covered by such
registration statement;

          (c) furnish to the Holders such numbers of copies of a prospectus,
including a preliminary prospectus, in conformity with the requirements of the
Securities Act, and such other documents as they may reasonably request in order
to facilitate the disposition of Registrable Securities owned by them;

          (d) use all commercially reasonable efforts to register and qualify
the securities covered by such registration statement under such other
securities or Blue Sky laws of such jurisdictions as shall be reasonably
requested by the Holders, provided that the Company shall not be required in
connection therewith or as a condition thereto to qualify to do business or to
file a general consent to service of process in any such states or
jurisdictions;

          (e) in the event of any underwritten public offering, enter into and
perform its obligations under an underwriting agreement, in usual and customary
form, with the managing underwriter of such offering;

          (f) notify each Holder of Registrable Securities covered by such
registration statement at any time when a prospectus relating thereto is
required to be delivered under the Securities Act of the happening of any event
as a result of which the prospectus included in such registration statement, as
then in effect, includes an untrue statement of a material fact or omits to


                                       10



state a material fact required to be stated therein or necessary to make the
statements therein not misleading in the light of the circumstances then
existing;

          (g) cause all such Registrable Securities registered pursuant to this
Section 2 to be listed on a national exchange or trading system and on each
securities exchange and trading system on which similar securities issued by the
Company are then listed; and

          (h) provide a transfer agent and registrar for all Registrable
Securities registered pursuant hereunder and a CUSIP number for all such
Registrable Securities, in each case not later than the effective date of such
registration.

Notwithstanding the provisions of this Section 2, the Company shall be entitled
to postpone or suspend, for a reasonable period of time, the filing,
effectiveness or use of, or trading under, any registration statement if the
Company shall determine that any such filing or the sale of any securities
pursuant to such registration statement would:

          (i) in the good faith judgment of the Board of the Company, materially
impede, delay or interfere with any material pending or proposed financing,
acquisition, corporate reorganization or other similar transaction involving the
Company for which the Board of the Company has authorized negotiations;

          (ii) in the good faith judgment of the Board of the Company,
materially adversely impair the consummation of any pending or proposed material
offering or sale of any class of securities by the Company; or

          (iii) in the good faith judgment of the Board of the Company, require
disclosure of material nonpublic information that, if disclosed at such time,
would be materially harmful to the interests of the Company and its
stockholders; provided, however, that during any such period all executive
officers and directors of the Company are also prohibited from selling
securities of the Company (or any security of any of the Company's subsidiaries
or affiliates).

          In the event of the suspension of effectiveness of any registration
statement pursuant to this Section 2, the applicable time period during which
such registration statement is to remain effective shall be extended by that
number of days equal to the number of days during which the effectiveness of
such registration statement was suspended.

     2.8 Information from Holder. It shall be a condition precedent to the
obligations of the Company to take any action pursuant to this Section 2 with
respect to the Registrable Securities of any selling Holder that such Holder
shall furnish to the Company such information regarding itself, the Registrable
Securities held by it, and the intended method of disposition of such securities
as shall be reasonably required to effect the registration of such Holder's
Registrable Securities.2.9

     2.9 Indemnification. In the event any Registrable Securities are included
in a registration statement under this Section 2:

          (a) To the extent permitted by law, the Company will indemnify and
hold harmless each Holder, the partners, officers, directors and stockholders of
each Holder, legal


                                       11



counsel and accountants for each Holder, any underwriter (as defined in the
Securities Act) for such Holder and each person, if any, who controls such
Holder or underwriter within the meaning of the Securities Act or the Securities
Exchange Act of 1934, as amended (the "1934 Act"), against any losses, claims,
damages or liabilities (joint or several) to which they may become subject under
the Securities Act, the 1934 Act, any state securities laws or any rule or
regulation promulgated under the Securities Act, insofar as such losses, claims,
damages, or liabilities (or actions in respect thereof) arise out of or are
based upon any of the following statements, omissions or violations
(collectively a "Violation"): (i) any untrue statement or alleged untrue
statement of a material fact contained in such registration statement, including
any preliminary prospectus or final prospectus contained therein or any
amendments or supplements thereto, (ii) 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, or (iii) any violation or alleged
violation by the Company of the Securities Act, the 1934 Act, any state
securities laws or any rule or regulation promulgated under the Securities Act,
the 1934 Act or any state securities laws, and the Company will reimburse each
such Holder, underwriter, controlling person or other aforementioned person for
any legal or other expenses reasonably incurred by them in connection with
investigating or defending any such loss, claim, damage, liability or action as
such expenses are incurred; provided, however, that the indemnity agreement
contained in this subsection 2.9(a) shall not apply to amounts paid in
settlement of any such loss, claim, damage, liability or action if such
settlement is effected without the consent of the Company (which consent shall
not be unreasonably withheld), nor shall the Company be liable in any such case
for any such loss, claim, damage, liability or action to the extent that it
arises out of or is based upon a Violation that occurs in reliance upon and in
conformity with written information furnished expressly for use in connection
with such registration by any such Holder, underwriter, controlling person or
other aforementioned person provided further, however, that the foregoing
indemnity obligation arising out of any prospectus shall not inure to the
benefit of any Holder or underwriter or other person who would otherwise be
entitled to such indemnity if, in advance of any prospectus delivery
requirement, a copy of the most current prospectus (with written instructions
regarding such prospectus delivery requirement) was made available to but was
not sent or given by or on behalf of such Holder or underwriter or other
aforementioned person to the person asserting losses, claims, damages or
liabilities giving rise to the request for indemnity, if required by law so to
have been delivered, at or prior to the written confirmation of the sale of the
shares to such person, and if the prospectus (as so amended or supplemented)
would have cured the defect giving rise to such loss, claim, damage or
liability.

          (b) To the extent permitted by law, each selling Holder will indemnify
and hold harmless the Company, each of its directors, each of its officers who
has signed the registration statement, each person, if any, who controls the
Company within the meaning of the Securities Act, legal counsel and accountants
for the Company, any underwriter, any other Holder selling securities in such
registration statement and any controlling person of any such underwriter or
other Holder, against any losses, claims, damages or liabilities (joint or
several) to which any of the foregoing persons may become subject, under the
Securities Act, the 1934 Act, any state securities laws or any rule or
regulation promulgated under the Securities Act, the 1934 Act or any state
securities laws, insofar as such losses, claims, damages or liabilities (or
actions in respect thereto) arise out of or are based upon any Violation, in
each case to the extent (and only to the extent) that such Violation occurs in
reliance upon and in conformity with written information furnished by


                                       12



such Holder expressly for use in connection with such registration; and each
such Holder will reimburse any person intended to be indemnified pursuant to
this subsection 2.9(b) for any legal or other expenses reasonably incurred by
such person in connection with investigating or defending any such loss, claim,
damage, liability or action as such expenses are incurred; provided, however,
that the indemnity agreement contained in this subsection 2.9(b) shall not apply
to amounts paid in settlement of any such loss, claim, damage, liability or
action if such settlement is effected without the consent of the Holder (which
consent shall not be unreasonably withheld), and provided that in no event shall
any indemnity under this subsection 2.9(b) exceed the net proceeds from the
offering received by such Holder.

          (c) Promptly after receipt by an indemnified party under this Section
2.9 of notice of the commencement of any action (including any governmental
action), such indemnified party will, if a claim in respect thereof is to be
made against any indemnifying party under this Section 2.9, deliver to the
indemnifying party a written notice of the commencement thereof and the
indemnifying party shall have the right to participate in and, to the extent the
indemnifying party so desires, jointly with any other indemnifying party
similarly noticed, to assume the defense thereof with counsel mutually
satisfactory to the parties; provided, however, that an indemnified party
(together with all other indemnified parties that may be represented without
conflict by one counsel) shall have the right to retain one separate counsel,
with the fees and expenses to be paid by the indemnifying party, if
representation of such indemnified party by the counsel retained by the
indemnifying party would be inappropriate due to actual or potential differing
interests between such indemnified party and any other party represented by such
counsel in such proceeding. The failure to deliver written notice to the
indemnifying party within a reasonable time of the commencement of any such
action, if prejudicial to its ability to defend such action, shall relieve such
indemnifying party of liability to the indemnified party under this Section 2.9
to the extent of such prejudice, but the omission so to deliver written notice
to the indemnifying party will not relieve it of any liability that it may have
to any indemnified party otherwise than under this Section 2.9.

          (d) If the indemnification provided for in this Section 2.9 is held by
a court of competent jurisdiction to be unavailable to an indemnified party with
respect to any loss, liability, claim, damage or expense referred to herein,
then the indemnifying party, in lieu of indemnifying such indemnified party
hereunder, shall contribute to the amount paid or payable by such indemnified
party as a result of such loss, liability, claim, damage or expense in such
proportion as is appropriate to reflect the relative fault of the indemnifying
party on the one hand and of the indemnified party on the other in connection
with the statements or omissions that resulted in such loss, liability, claim,
damage or expense, as well as any other relevant equitable considerations. The
relative fault of the indemnifying party and of the indemnified party shall be
determined by reference to, among other things, whether the untrue or alleged
untrue statement of a material fact or the omission to state a material fact
relates to information supplied by the indemnifying party or by the indemnified
party and the parties' relative intent, knowledge, access to information, and
opportunity to correct or prevent such statement or omission.

          (e) The obligations of the Company and Holders under this Section 2.9
shall survive the completion of any offering of Registrable Securities in a
registration statement under this Section 2, and otherwise.


                                       13



          2.10 Reports Under the 1934 Act. With a view to making available to
the Holders the benefits of Rule 144 and any other rule or regulation of the SEC
that may at any time permit a Holder to sell securities of the Company to the
public without registration or pursuant to a registration on a Shelf
Registration Statement, the Company agrees to:

          (a) make and keep public information available, as those terms are
understood and defined in Rule 144, at all times after the effective date of a
Qualified IPO;

          (b) file with the SEC in a timely manner all reports and other
documents required of the Company under the Securities Act and the 1934 Act; and

          (c) furnish to any Holder forthwith upon request (i) a written
statement by the Company that it has complied with the reporting requirements of
Rule 144 (at any time after ninety (90) days after the effective date of the
first registration statement filed by the Company), the Securities Act and the
1934 Act (at any time after it has become subject to such reporting
requirements), or that it qualifies as a registrant whose securities may be
resold pursuant to a Shelf Registration Statement (at any time after it so
qualifies), (ii) a copy of the most recent annual or quarterly report of the
Company and such other reports and documents so filed by the Company, and (iii)
such other information as may be reasonably requested in availing any Holder of
any rule or regulation of the SEC that permits the selling of any such
securities without registration or pursuant to such form.

     2.11 Assignment of Registration Rights. The rights to cause the Company to
register Registrable Securities pursuant to this Section 2 may be assigned (but
only with all related obligations) by a Holder to a transferee or assignee of
such securities, provided: (a) the Company is, within a reasonable time after
such transfer, furnished with written notice of the name and address of such
transferee or assignee and the securities with respect to which such
registration rights are being assigned; (b) such transferee or assignee agrees
in writing to be bound by and subject to the terms and conditions of this
Agreement; (c) such assignment shall be effective only if immediately following
such transfer the further disposition of such securities by the transferee or
assignee is restricted under the Securities Act, and (d) no such assignment
shall be permitted if the effect would be to extend the time period of any
Company obligations pursuant to this Section 2.

     2.12 Sole Registration Rights. The Company represents, warrants, and
covenants that (a) except as contained in this Agreement, there are no
registration rights with respect to any securities of the Company outstanding
for the benefit of any person or entity; (b) except pursuant to the approval
procedures set forth in Section 6.4(b), the Company will not grant any
registration rights with respect to any issued and outstanding shares as of the
date of this Agreement, and (c) to the extent that the Company grants
registration rights to any holders of securities of the Company issued after the
date hereof, the registration rights of the Series A Preferred Holders and
Series B Preferred Holders granted herein shall be automatically amended to have
terms at least as favorable.


                                       14



3. RIGHT OF PARTICIPATION.

     3.1 General. Each holder of the Series A Preferred Stock, each holder of
the Series B Preferred Stock, and each of the Major Shareholders (each, a
"Participation Rights Holder") shall have the right of participation to purchase
its Pro Rata Share (as defined in Section 3.2), of all (or any part) of any New
Securities (as defined in Section 3.3) that the Company may from time to time
issue after the Effective Date (the "Right of Participation").

     3.2 Pro Rata Share. A Participation Rights Holder's "Pro Rata Share" for
purposes of the Right of Participation is the following ratio:

     [(the number of equity shares of the Company held by such Participation
     Rights Holder, assuming full conversion of the Preferred Stock held by such
     Participation Rights Holder, if such Participation Rights Holder is a
     holder of the Preferred Stock)] divided by (all equity shares of the
     Company issued and outstanding, assuming full conversion of all Preferred
     Stock issued and outstanding at the time of issuance of the New Securities
     by the Company, but excluding shares issuable upon the exercise of
     outstanding options)

     3.3 New Securities. "New Securities" shall mean any preferred stock or any
other equity and equity-related securities of the Company, whether now
authorized or not, and rights, options or warrants to purchase such preferred
stock or securities of any type whatsoever that are, or may become, convertible
or exchangeable into such preferred stock or other securities of the Company,
provided, however, that the term "New Securities" shall not include:

          (a) up to 1,272,857 shares of the Company's common stock (inclusive of
options or warrants therefore), taking into account stock splits, stock
dividends or other similar event, issued to employees, officers, directors,
contractors, advisors or consultants of the Company pursuant to incentive
agreements or incentive plans approved by the Board or the shareholders, as the
case may be;

          (b) any shares of the Series A Preferred Stock issued under the Series
A Preferred Stock Purchase Agreement, as such agreement may be amended from time
to time;

          (c) any shares of the Series B Preferred Stock issued under the
Acquisition Agreement, as such agreement may be amended from time to time;

          (d) any securities issued in connection with any stock split, stock
dividend or other similar event in which the Participation Rights Holders are
entitled to participate according to their Pro Rata Share;

          (e) any securities issued upon the exercise, conversion or exchange of
any outstanding convertible securities, options (including the 1,272,857 shares
of common stock described in subsection (a) of this Section 3.3 in connection
with bona fide employment-related share purchase or option plans) or warrants;


                                       15



          (f) any securities issued pursuant to the acquisition of another
corporation or entity by the Company or any of its subsidiaries by
consolidation, merger, purchase of assets or businesses, or other reorganization
approved pursuant to the procedures set forth in Section 6.4(b); or

          (g) any securities issued pursuant to a Qualified IPO.

     3.4 Procedures. In the event that the Company proposes to undertake an
issuance of New Securities (in a single transaction or a series of related
transactions), it shall give to each Participation Rights Holder written notice
of its intention to issue New Securities (the "Participation Notice"),
describing the amount and the type of New Securities and the price and the
general terms upon which the Company proposes to issue such New Securities.

     The Participation Rights Holders shall have 20 calendar days, from the date
(the "Dispatch Date") that is the latest date of receipt of the Participation
Notice by any of the Series A Preferred Holders, i-Hatch, or General Atlantic,
to agree in writing to purchase the Participation Rights Holders' Pro Rata Share
of such New Securities for the price and upon the terms and conditions specified
in the Participation Notice by giving written notice to the Company and stating
therein (i) the quantity of New Securities to be purchased (not to exceed the
Participation Rights Holder's Pro Rata Share), and (ii) such additional quantity
of New Securities the Participation Rights Holder desires to purchase should any
other Participation Rights Holder fail to elect to purchase its entire Pro Rata
Share. If a Participation Rights Holder fails to so agree in writing within such
20 calendar days to purchase such Participation Rights Holder's full Pro Rata
Share of an offering of New Securities, then the Participation Rights Holder
shall forfeit the right hereunder to purchase that part of its Pro Rata Share of
such New Securities that it did not so agree to purchase and such forfeiting
Participation Rights Holder's Pro Rata Share (or portion thereof) may instead be
subscribed for by the other Participation Rights Holders that elected to
subscribe for amounts in excess of their Pro Rata Share (such forfeited amount
to be divided among them in accordance with their relative Pro Rata Shares up to
the amount for which they indicated a willingness to oversubscribe). Each
Participation Rights Holder shall purchase the portion it has elected
concurrently with the closing of the transaction triggering the Right of
Participation.

     3.5 Failure to Exercise. Upon the expiration of such 20 calendar day
period, the Company shall be permitted to issue the New Securities described in
the Participation Notice (with respect to which a Participation Rights Holder's
rights hereunder were not exercised) subject to the decision of the Board but in
any case at the same or higher price and upon non-price terms not materially
more favorable to the purchasers thereof than specified in the Participation
Notice.

4. RIGHT OF FIRST OFFER AND CO-SALE.

     4.1 Rights of First Offer. (a) Prior to a Qualified IPO, if any of the
holders of the Series A Preferred Stock or the Series B Preferred Stock, or any
of the Major Shareholders, as the case may be (each, a "First Offer Holder"),
proposes to sell, assign, pledge, hypothecate, transfer or otherwise dispose of
any shares (the "Offered Stock") of the Company then held by it (each, a
"Selling Party"), then the Selling Party shall promptly give written notice (the
"Offer Notice") to the Company. Upon delivery of the Offer Notice, the Company
shall dispatch and forward such


                                       16



Offer Notice, within 3 business days of receipt thereof, on behalf of the
Selling Party, to each holder of the Preferred Stock and to each Major
Shareholder (the "Non-Selling Parties"), except for such Selling Party. For
purposes of this Section 4, the date that is the latest date of receipt of the
Offer Notice by any of the Series A Preferred Holders, i-Hatch, or General
Atlantic shall be referred to as the "Offer Notice Dispatch Date." The Offer
Notice shall (i) specify the number of shares of Offered Stock, the amount and
type of consideration proposed to be received for such shares, and the other
material terms on which the Selling Party proposes to sell, assign, pledge,
hypothecate, transfer or otherwise dispose of the Offered Stock and (ii) contain
the following offer:

          The Selling Party shall offer to sell (the "First Option") to the
Company, and to the extent permitted by Korean law the Company shall have the
right to purchase (the parties expressly acknowledging that such purchase by the
Company is not currently permitted under Korean law but may be in the future),
the Offered Stock at the same price per share and for consideration consisting
of (x) cash equal to the amount of cash proposed to be paid by a proposed
transferee and (y) if any of the consideration to be paid by a proposed
transferee is non-cash consideration, either the same non-cash consideration or,
at the election of the Company, cash having an equivalent value to the non-cash
consideration proposed to be paid by a proposed transferee. The determination of
equivalent value required by the preceding sentence, as well as the decision
whether or not the Company will exercise the First Option, in any particular
instance shall be made by a committee of the Board of the Company consisting of
all directors other than any Board member designated by the Selling Party
(provided, however, that upon a transfer by SK Telecom Co., Ltd., none of Jin
Woo So, Sang Jun Park, Dong Jin Lee or Hoseok Kim shall be considered directors
designated by SK Telecom Co., Ltd.) utilizing any method and/or advisory
assistance it deems appropriate, and the Company shall give the Selling Party
and the First Offer Holders written notice of such determination within fifteen
(15) days of the Offer Notice Dispatch Date (the "First Option Acceptance
Period"). Notwithstanding the foregoing, in the event the Selling Party disputes
the determination of equivalent value made pursuant to the immediately preceding
sentence, the Company shall engage a nationally recognized investment banking
firm (or other firm as is mutually acceptable to the Company and the Selling
Party) to recompute the equivalent value of the non-cash consideration offered
by the Company pursuant to the First Option, it being understood that the fees
and expenses of such investment banking firm shall be paid one-half by the
Company and one-half by the Selling Party, and the investment banking firm's
method of calculation of equivalent value shall be used in determining the
amount of non-cash consideration permitted to be paid by the Company pursuant to
the First Option or by the First Offer Holders pursuant to the Second Option (in
each case, as defined below). If the Company (A) fails to notify the Selling
Party in writing during the First Option Acceptance Period that it elects to
accept the First Option or (B) by written notice during the First Option
Acceptance Period rejects the First Option in whole or in part, the Selling
Party shall offer to sell (the "Second Option") the Offered Stock not to be so
purchased to the First Offer Holders based on their Proportionate Percentage (as
defined below) at the same price per share and for consideration consisting of
(x) cash in an amount equal to the amount of cash proposed to be paid by the
proposed transferee and (y) cash or non-cash consideration, if any, having an
equivalent value (determined as provided above) with the non-cash consideration
proposed to be paid by the proposed transferee. For purposes of this Agreement,
"Proportionate Percentage" shall mean, as to each holder,


                                       17



          the number of equity shares of the Company held by each Non-Selling
Party, assuming full conversion of the Preferred Stock held by the Non-Selling
Party, if the Non-Selling Party is the holder of the Preferred Stock divided by
(the number of equity shares of the Company held by all Non-Selling Parties,
assuming full conversion of the Preferred Stock held by all Non-Selling
Parties).

          During the period from fifteen (15) days through thirty days (30) days
from the Offer Notice Dispatch Date (the "Second Option Acceptance Period"),
each First Offer Holder may offer to accept all or a portion of the Offered
Stock offered under the Second Option by giving written notice to the Selling
Party. In the event that the First Offer Holders offer to accept for purchase an
aggregate number of Offered Stock that exceeds the total number shares of
Offered Stock provided under the Second Option, then each First Offer Holder
shall initially be entitled to purchase the lesser of (i) that number of shares
of Offered Stock such First Offer Holder desires to purchase under the Second
Option, and (ii) such First Offer Holder's Proportionate Percentage. If the
First Option and/or the Second Option, as the case may be, is accepted in a
manner such that all or a portion of the Offered Stock covered by the Offer
Notice are to be purchased, the Selling Party shall transfer such purchased
shares (free of all liens and encumbrances except this Agreement, all as
reasonably determined by the Company) to the respective purchasers thereof
within twenty (20) days after the date such offer is accepted by the Company
and/or First Offer Holders, whichever is later, against delivery by the
purchaser of the consideration payable to the Selling Party as set forth in the
Offer Notice; provided that, if the Hart-Scott-Rodino Antitrust Improvements Act
of 1976, as amended ("HSR") or any other banking or regulatory approvals are
applicable to the First Option or the Second Option, such date shall be extended
to the date which is five business (5) days after the date on which the HSR
waiting period expires or is terminated and/or the applicable banking or other
regulatory approvals are obtained.

          (b) After giving effect to the transactions set forth in Section
4.1(a) above, to the extent any Offered Stock contained in the Offer Notice has
not been accepted, the Selling Party may transfer, subject to the provisions of
this Agreement, all such unaccepted shares to the proposed transferee on terms
no more favorable than the terms of such transfer set forth in the Offer Notice
at any time within 90 days after the expiration of the Second Option Acceptance
Period (the "Transfer Period"). To the extent the Selling Party transfers all or
any portion of the Offered Stock so offered for sale during the Transfer Period,
the Selling Party shall promptly notify the Company, and the Company shall
promptly notify the First Offer Holders, as to (i) the number of shares, if any,
that the Selling Party then owns, (ii) the number of shares that the Selling
Party has sold, (iii) the terms of such transfer and (iv) the name of the
owner(s) of any shares of Offered Stock sold. In the event that all of the
Offered Stock is not sold by the Selling Party during the Transfer Period, the
right of the Selling Party to transfer such unsold shares shall expire and the
obligations of this Section 4.1 shall be reinstated; provided, however, that, in
the event that the Selling Party determines, at any time during the Transfer
Period, that the sale of all of the Offered Stock on the terms set forth in the
Offer Notice is impractical, the Selling Party may terminate the attempt to
transfer the Offered Stock as set forth in this Section 4.1(b) and reinstate the
procedure provided in this Section 4.1 without waiting for the expiration of the
Transfer Period. Consistent with Section 4.4, any transferee shall be required
to agree to be bound by the terms of this Agreement in order for such transfer
to be effective.


                                       18



     4.2 Co-Sale Rights. Prior to a Qualified IPO, to the extent a holder of the
Series A Preferred Shares or Series B Preferred Shares, as the case may be (a
"Co-Sale Rights Holder"), does not exercise its right of first offer as to the
Offered Stock pursuant to Section 4.1, then such Co-Sale Rights Holder shall
have the right, exercisable upon written notice (the "Co-Sale Notice") to the
Company and the Major Shareholders within 15 days of the Offer Notice Dispatch
Date, to participate in a sale or transfer of shares by the Major Shareholders
to third parties, in the following manner:

          (a) in each case where such sale to third parties would not result in
the Major Shareholders' holding in the aggregate less than fifty percent (50%)
of the sum of (i) the number of shares of the Company held by Major Shareholders
as of the date hereof and (ii) the number of shares of the Company acquired by
Major Shareholders after the date hereof and until immediately prior to the date
of the Notice, then each Co-Sale Rights Holder shall have the right to sell pro
rata shares based on following formula:

          the aggregate number of shares of Offered Stock set forth in the
          Notice multiplied by the number of shares owned by the Co-Sale Rights
          Holder (assuming full conversion of the Preferred Stock held by the
          Co-Sale Rights Holder) divided by the sum of number of shares owned
          (assuming full conversion of the Preferred Stock) by the Series A
          Preferred Holders, the Series B Preferred Holders and the Major
          Shareholders.

          (b) in the case where such sale to third parties would result in the
Major Shareholders' holding in the aggregate less than fifty percent (50%) of
the sum of (i) the number of shares of the Company held by Major Shareholders as
of the date hereof and (ii) the number of shares of the Company acquired by
Major Shareholders after the date hereof and until immediately prior to the date
of the Notice, then each Co-Sale Rights Holder shall have the right to sell all
of its shares to such third parties.

     4.3 Fractional Shares. Fractional shares shall be disregarded under this
Section 4.

     4.4 Non-Exercise of Rights. To the extent the Non-Selling Parties do not
elect to exercise its rights under Sections 4.1 or 4.2, the Selling Party may,
not later than 90 days of the Offer Notice Dispatch Date, conclude a transfer of
the Offered Stock with such third party on terms and conditions not more
favorable to the transferor than those described in the Offer Notice and in such
case, such third party shall be required to agree to be bound by the terms of
this Agreement in order for such transfer to be effective. Any proposed transfer
on terms and conditions more favorable than those described in the Offer Notice,
as well as any subsequent proposed transfer of any shares of stock by the
Selling Party, shall again be subject to the rights of first offer and co-sale
rights of Sections 4.1 and 4.2.

     4.5 Prohibited Transfers.

          (a) In the event that any of the Major Shareholders should sell any
shares in contravention of Sections 4.1 or 4.2 (a "Major Shareholder Prohibited
Transfer"), the holders of the Preferred Stock, in addition to such other
remedies as may be available at law, in equity or hereunder, shall each have the
put option provided below, and such Major Shareholder (the "Transferring Major
Shareholder") shall be bound by the applicable provisions of such option.


                                       19



          (b) In the event of a Major Shareholder Prohibited Transfer, the
holders of the Preferred Stock shall have the right to sell to the Transferring
Major Shareholder the type and number of shares that each holder of Preferred
Stock would have been entitled to transfer to the purchaser under Section 4.2
hereof had the Major Shareholder Prohibited Transfer been effected pursuant to
and in compliance with the terms hereof. Such sale shall be made on the
following terms and conditions:

               (i) The price per share at which the shares are to be sold to the
Transferring Major Shareholder shall be equal to the price per share paid by the
purchaser to the Transferring Major Shareholder in the Major Shareholder
Prohibited Transfer. The Transferring Major Shareholder shall also reimburse the
holders of the Preferred Stocks for any and all fees and expenses, including
legal fees and expenses, incurred pursuant to the exercise or the attempted
exercise of the rights of each holder of the Preferred Stock under Section 4.5.

               (ii) Within ninety (90) days after the earlier of the dates on
which a holder of the Preferred Stock (1) received notice of the Major
Shareholder Prohibited Transfer or (2) otherwise become aware of the Major
Shareholder Prohibited Transfer, such holder of the Preferred Stock shall, if
exercising the option created hereby, deliver to the Transferring Major
Shareholder the certificate or certificates representing shares to be sold, each
certificate to be properly endorsed for transfer.

               (iii) The Transferring Major Shareholder shall, concurrently with
the receipt of the certificate or certificates for the shares to be sold by a
holder of the Preferred Stocks, pursuant to this subparagraph 4.5(b), pay the
aggregate purchase price therefor and the amount of reimbursable fees and
expenses, as specified in subparagraph 4.5(b)(i), in cash or by other means
acceptable to such holder of the Preferred Stocks.

          (c) In the event any of the holders of the Series A Preferred Stock or
the Series B Preferred Stock, as the case may be, should sell any shares in
contravention of Section 4.1 (a "Preferred Stock Holder Prohibited Transfer"),
the Major Shareholders, in addition to such other remedies as may be available
at law, in equity or hereunder, shall be entitled to receive from such
transferring holder of the Series A Preferred Stock or Series B Preferred Stock,
as the case may be, liquidated damages equal to the total sale amount received
by such holder in connection with such Preferred Stock Holder Prohibited
Transfer.

     4.6 Permitted Transfers. The restrictions set forth in this Section 4 shall
not apply with respect to (a) any transfer of shares among the Major
Shareholders and/or to its "affiliates" (as such term is determined by the
Korean Fair Trade Commission pursuant to Article 2 of the Monopoly Regulation
and Fair Trade Act, as set forth in Exhibit C hereto) (the "Affiliate
Transfers"), provided, however, the affiliate transferees agree to execute
relevant documents and be bound by the terms and conditions applicable to the
Selling Party under this Agreement; (b) to any pledge, transfer or disposition
of any shares in satisfaction of claims asserted pursuant to the Acquisition
Agreement or any escrow agreement executed in connection therewith, or (c) any
transfer of shares of Series B Preferred Stock by Mooreland Partners LLC to any
Series B Preferred Holder as of the date hereof.


                                       20



5. OTHER RIGHTS OF THE PREFERRED STOCK.

     5.1 Liquidation Preference.

          In the event of any voluntary or involuntary liquidation, or
dissolution of the Company, (a) each holder of the Series A Preferred Stock then
outstanding shall be entitled to be paid an amount equal to 4,550 Won multiplied
by the number of Series A Preferred Stock owned by such holder of Series A
Preferred Stock plus any declared but unpaid dividends on the Series A Preferred
Stock (the "Series A Liquidation Preference") and (b) each holder of the Series
B Preferred Stock then outstanding shall be entitled to be paid an amount equal
to the greater of (i) [KRW ____________ (US$ 25 MILLION TIMES THE KRW/USD
EXCHANGE RATE EQUAL TO THE AVERAGE OF THE "TT BID" AND "TT SALE" PRICES AVERAGED
OVER THE 30 DAYS ENDING AS OF THE DATE OF THIS AGREEMENT, AS PUBLISHED BY THE
KOREA EXCHANGE BANK) DIVIDED BY TOTAL NUMBER OF SHARES OF SERIES B PREFERRED
STOCK] multiplied by the number of Series B Preferred Stock owned by such holder
of Series B Preferred Stock plus any declared but unpaid dividends on the Series
B Preferred Stock (the "Series B Liquidation Preference") or (ii) what such
holder would have received at the time of such liquidation or dissolution
assuming conversion of the Series B Preferred Stock at the then applicable
conversion ratio, pari passu, out of the assets or surplus funds of the Company
available for distribution to its shareholders ("Distributable Assets") before
any payment shall be made to the holders of any other class of shares by reason
of their ownership thereof; provided, however, that (i) in the event of stock
split or bonus issuance with respect to the Series A Preferred Stock or the
Series B Preferred Stock, as the case may be (each, a "Downward Adjustment
Event"), each time there is a Downward Adjustment Event, the foregoing price of
the Preferred Stock shall be downwardly adjusted, taking into account the number
of shares of Preferred Stock increased as a result of the Downward Adjustment
Event; and (ii) in the event of reverse stock split or consolidation with
respect to the Series A Preferred Stock or the Series B Preferred Stock, as the
case may be (each, an "Upward Adjustment Event"), each time there is an Upward
Adjustment Event, the foregoing price of the Preferred Stock shall be upwardly
adjusted, taking into account the number of shares of Preferred Stock decreased
as a result of the Upward Adjustment Event. After the payment of all
preferential amounts required to be paid to the holders of the Preferred Stock
upon the voluntary or involuntary liquidation, or dissolution of the Company,
all of the remaining Distributable Assets shall be distributed ratably among the
holders of the Company's common stock.

          In the event that the Distributable Assets are insufficient to pay
both the Series A Liquidation Preference and the Series B Liquidation
Preference, then the Distributable Assets shall be allocated among the holders
of the Series A Preferred Stock and the Series B Preferred Stock according to
the following formulas:

          For each holder of the Series A Preferred Stock: Distributable Assets
          multiplied by the Series A Liquidation Preference associated with such
          Holder's Series A Preferred Stock divided by the sum of the aggregate
          Series A Liquidation Preference and the aggregate Series B Liquidation
          Preference.

          For each holder of the Series B Preferred Stock: Distributable Assets
          multiplied by the Series B Liquidation Preference associated with such
          Holder's Series B Preferred Stock


                                       21



          divided by the sum of the aggregate Series A Liquidation Preference
          and the aggregate Series B Liquidation Preference.

     5.2 Voluntary Redemption.

          (a) Redemption of the Series A Preferred Stock. To the extent
permissible under Korean law and in accordance with the redemption provisions in
the Company's Articles of Incorporation (the "Articles"), beginning from May 8,
2005 ("Series A Redemption Date"), the holders of Series A Preferred Stock shall
be permitted to redeem the Series A Preferred Stock at a price of 5,180 Won per
share; provided, however, that (i) each time there is a Downward Adjustment
Event, the foregoing price of the Series A Preferred Stock shall be downwardly
adjusted, taking into account the number of shares of Series A Preferred Stock
increased as a result of the Downward Adjustment Event; and (ii) each time there
is an Upward Adjustment Event, the foregoing price of the Series A Preferred
Stock shall be upwardly adjusted, taking into account the number of shares of
Series A Preferred Stock decreased as a result of the Upward Adjustment Event.
The redemption right by the holders of the Series A Preferred Stock under this
Section 5.2(a) shall terminate on the 10th anniversary of the Series A
Redemption Date.

          (b) Redemption of the Series B Preferred Stock. To the extent
permissible under Korean law and in accordance with the redemption provisions in
the Company's Articles, beginning from the earlier of (i) the third anniversary
of the Closing Date or (ii) the date upon which any shares of the Series A
Preferred Stock are redeemed, each of the holders of Series B Preferred Stock
shall be permitted to cause the Company to redeem its Series B Preferred Stock
as set forth below. The redemption right by the holders of the Series B
Preferred Stock under this Section 5.2(b) shall terminate 10 years from the date
of issuance of the Series B Preferred Stock ("Redemption Deadline").

               (1) If the Series B Preferred Stock is redeemed on or prior to
the third anniversary of the Closing Date, such Series B Preferred Stock shall
be redeemed by the Company at a price of 5,180 Won per share; provided, however,
that (i) each time there is a Downward Adjustment Event, the foregoing price of
the Series B Preferred Stock shall be downwardly adjusted, taking into account
the number of shares of Series B Preferred Stock increased as a result of the
Downward Adjustment Event; (ii) each time there is an Upward Adjustment Event,
the foregoing price of the Series B Preferred Stock shall be upwardly adjusted,
taking into account the number of shares of Series B Preferred Stock decreased
as a result of the Upward Adjustment Event and (iii) if less than one hundred
percent (100%) of the Series A Preferred Stock is being redeemed, the Company
shall be required to redeem only the same percentage of Series B Preferred
Stock, with each Series B Preferred Holder able to redeem a number of shares
equal to such percentage of the Series B Preferred Holder's total number of
shares of Series B Preferred stock. For the avoidance of doubt, no interest
shall accrue under Section 5.2(b)(2) on any amount redeemed on or prior to the
third anniversary of the Closing Date.

               (2) If the Series B Preferred Stock is redeemed after the third
anniversary of the Closing Date, such Series B Preferred Stock shall be redeemed
by the Company at a price of [KRW ____________ (US$ 21.06 MILLION TIMES THE
KRW/USD EXCHANGE RATE EQUAL TO THE AVERAGE OF THE "TT BID" AND "TT SALE" PRICES
AVERAGED OVER THE 30 DAYS ENDING


                                       22



AS OF THE DATE OF THIS AGREEMENT, AS PUBLISHED BY THE KOREA EXCHANGE BANK)
DIVIDED BY TOTAL NUMBER OF SERIES B PREFERRED STOCK] per share (the "Series B
Redemption Amount"); provided, that (i) each time there is a Downward Adjustment
Event, the Series B Redemption Amount of the Series B Preferred Stock shall be
downwardly adjusted, taking into account the number of shares of Series B
Preferred Stock increased as a result of the Downward Adjustment Event; and (ii)
each time there is an Upward Adjustment Event, the Series B Redemption Amount of
the Series B Preferred Stock shall be upwardly adjusted, taking into account the
number of shares of Series B Preferred Stock decreased as a result of the Upward
Adjustment Event.

                    (A) Timing of Redemption. If the Series B Preferred Stock is
redeemed after the third anniversary of the Closing Date ("Third Anniversary
Redemption Date"), each holder of Series B Preferred Stock shall be entitled to
redeem one-third (1/3) of the Series B Preferred Stock (together with any
accrued interest thereon pursuant to subsection (B) below of this Section
5.2(b)(2)), held by such holder of the Series B Preferred Stock as of the
Closing Date, during each twelve-month period following the Third Anniversary
Redemption Date up to the Redemption Deadline.

                    (B) Additional Interest on Redemption Amount.
Payment-in-kind, or "PIK," interest shall accrue at an annual rate of 4.42% on
two-thirds (2/3) (no interest shall accrue on the remaining one-third (1/3)
Series B Redemption Amount) of the Series B Redemption Amount (together with any
interest accrued thereon, the "2/3 Redemption Amount") beginning on the Third
Anniversary Redemption Date and ending on the first anniversary thereof ("Fourth
Anniversary Redemption Date"). Interest on one-half (1/2) of the 2/3 Redemption
Amount shall accrue at an annual rate of 4.42% beginning on the date following
the Fourth Anniversary Redemption Date and ending on the first anniversary
thereof. No interest shall accrue on any Series B Redemption Amount after the
second anniversary of the Third Anniversary Redemption Date.

          (c) In the event that the Company does not have sufficient
dividendable profits available for distribution in accordance with applicable
law to pay both the Series A Redemption Amount and the Series B Redemption
Amount, then the dividendable profits shall be allocated among the holders of
the Series A Preferred Stock and the Series B Preferred Stock according to the
following formulas, and no payment or distribution shall be made to the holder
of any junior securities until the Series A and Series B Redemption Amounts are
satisfied in full:

          For each holder of the Series A Preferred Stock: such dividendable
          profits multiplied by the Series A Redemption Amount associated with
          such Holder's Series A Preferred Stock divided by the sum of the
          aggregate Series A Redemption Amount and the aggregate Series B
          Redemption Amount.

          For each holder of the Series B Preferred Stock: such dividendable
          profits multiplied by the Series B Redemption Amount associated with
          such Holder's Series B Preferred Stock divided by the sum of the
          aggregate Series A Redemption Amount and the aggregate Series B
          Redemption Amount.

In addition, to the extent legally permitted and so long as such redemption
election occurs on or after the Third Anniversary Redemption Date, PIK interest
shall accrue on any amount that the


                                       23



Company fails to redeem under Section 5.2 or Section 5.5 pursuant to the
procedures set forth in Section 5.8 at a rate equal to twice the United States
prime rate, as published by the Wall Street Journal on the date of the notice of
redemption.

     5.3 Conversion Rights. Each holder of the Series A Preferred Stock and the
Series B Preferred Stock shall have conversion rights as follows (the
"Conversion Rights"):

          (a) Each share of Preferred Stock shall be convertible, at the option
of each holder of the Series A Preferred Stock or the Series B Preferred Stock,
at any time after the date of the issuance of such shares, into one share of
common stock of the Company, as such conversion ratio or price may be adjusted
from time to time in accordance with the conversion provisions in the Articles.

          (b) Each share of the Series A Preferred Stock or the Series B
Preferred Stock, shall be automatically converted into one (1) share of common
stock of the Company, as such conversion may be adjusted from time to time in
accordance with the conversion provisions in the Articles, in the event of (i)
the completion of a Qualified IPO, or (ii) upon consent of a majority of holders
of the Series A Preferred Stock (in the case of the Series A Preferred Stock)
and a majority of holders of the Series B Preferred Stock (in the case of the
Series B Preferred Stock). For the avoidance of doubt, for purposes of this
Section 5.3(b), (i) the consent of a majority of holders of the Series A
Preferred Stock shall be deemed sufficient to convert all shares of the Series A
Preferred Stock then outstanding and (ii) the consent of a majority of holders
of the Series B Preferred Stock shall be deemed sufficient to convert all shares
of the Series B Preferred Stock then outstanding.

          (c) Regarding the Preferred Stock, in the event the Company shall
issue New Securities without consideration or for a consideration per share less
than 4,550 Won (taking into account stock splits, stock dividends and other
similar events), then and in such event, the conversion ratio for the Preferred
Stock shall be adjusted in accordance with the Articles.

     5.4 Dividend Rights. To the extent permissible under Korean law and in
accordance with the Articles, each holder of the Series A Preferred Stock or the
Series B Preferred Stock shall be entitled pari passu to an annual per share
dividend equal to 30% of the par value of the Series A Preferred Stock or the
Series B Preferred Stock, as the case may be ("Dividend Preference Amount"),
payable when and if declared by the Board and the shareholders' meeting of the
Company. The dividends shall not be cumulative and shall be paid prior to
payment of any dividend with respect to the common stock. After payment of the
preferential dividend to the holders of the Preferred Stock, any further
dividends would be paid pari passu to the holders of the Preferred Stock and
common stock on a pro rata basis. In the event that the distributable profits of
the Company are insufficient to cover the Dividend Preference Amount of the
holders of both the Series A Preferred Stock and the Series B Preferred Stock,
then such distributable profits shall be allocated among the holders of the
Series A Preferred Stock and the Series B Preferred Stock on a pro rata basis.
For purposes of dividends on the shares of common stock issued upon conversion
of the Preferred Stock, it shall be deemed that such shares of common stock was
issued at the end of the immediately preceding fiscal year of the Company.


                                       24



     5.5 Redemption Right Upon Sale.

          (a) To the extent permissible under Korean law and in accordance with
the provisions in the Articles, in the event of a Sale (as defined below), the
holders of Series A Preferred Stock shall be entitled to cause the Company to
redeem the Series A Preferred Stock at the greater of (i) KRW 4,550 per share
plus the amount calculated by annual rate of 4.42% from the Closing Date to the
date of redemption; provided, however, that (A) each time there is a Downward
Adjustment Event, the foregoing price of the Series A Preferred Stock shall be
downwardly adjusted, taking into account the number of shares of Series A
Preferred Stock increased as a result of the Downward Adjustment Event; and (B)
each time there is an Upward Adjustment Event, the foregoing price of the Series
A Preferred Stock shall be upwardly adjusted, taking into account the number of
shares of Series A Preferred Stock decreased as a result of the Upward
Adjustment Event, or (ii) what such holder would have received in connection
with the Sale assuming conversion of the Series A Preferred Stock at the then
applicable conversion ratio. For purposes of this Section 5.5, a "Sale" shall
mean (i) a sale of all or substantially all assets of the Company, (ii) a change
of control of the Company, or (iii) merger or consolidation of the Company. For
purposes of this Section 5.5, a "change of control" shall mean a transfer of
outstanding equity securities representing in excess of 50% of the voting power
of the Company but shall not include any transfer of shares among the Major
Shareholders and/or to its "affiliates" (as such term is determined by the
Korean Fair Trade Commission from time to time); provided, however, the
affiliate transferees agree to execute relevant documents and be bound by the
terms and conditions applicable to the transferor under this Agreement.

          (b) To the extent permissible under Korean law and in accordance with
the provisions in the Articles, in the event of a Sale (as defined below), the
holders of Series B Preferred Stock shall be entitled to cause the Company to
redeem the Series B Preferred Stock at the greater of (i) [US$ 18.5 MILLION
TIMES THE KRW/USD EXCHANGE RATE EQUAL TO THE AVERAGE OF THE "TT BID" AND "TT
SALE" PRICES AVERAGED OVER THE 30 DAYS ENDING AS OF THE DATE OF THIS AGREEMENT,
AS PUBLISHED BY THE KOREA EXCHANGE BANK DIVIDED BY TOTAL NUMBER OF SERIES B
PREFERRED STOCK] plus the amount calculated by annual rate of 4.42% from the
date of issuance of such Series B Preferred Stock to the date of redemption;
provided, however, that (A) each time there is a Downward Adjustment Event, the
foregoing price of the Series B Preferred Stock shall be downwardly adjusted,
taking into account the number of shares of Series B Preferred Stock increased
as a result of the Downward Adjustment Event; and (B) each time there is an
Upward Adjustment Event, the foregoing price of the Series B Preferred Stock
shall be upwardly adjusted, taking into account the number of shares of Series B
Preferred Stock decreased as a result of the Upward Adjustment Event, or (ii)
what such holder would have received in connection with the Sale assuming
conversion of the Series B Preferred Stock at the then applicable conversion
ratio.

          (c) In the event that the Company does not have sufficient
dividendable profits available for distribution in accordance with applicable
law to pay the redemption amount set forth in Sections 5.5(a) and (b), then the
dividendable profits shall be allocated among the holders of the Series A
Preferred Stock and Series B Preferred Stock according to the following
formulas:

          For each holder of the Series A Preferred Stock: such dividendable
          profits multiplied by (the aggregate redemption amount associated with
          such Holder's Series A Preferred Stock


                                       25



          under Section 5.5(a) divided by the sum of the redemption amounts
          payable to the holders of the Series A Preferred Stock and the Series
          B Preferred Stock, in the aggregate, pursuant to Sections 5.5(a) and
          (b)).

          For each holder of the Series B Preferred Stock: such dividendable
          profits multiplied by (the aggregate redemption amount associated with
          such Holder's Series B Preferred Stock under Section 5.5(b) divided by
          the sum of the redemption amounts payable to the holders of the Series
          A Preferred Stock and the Series B Preferred Stock, in the aggregate,
          pursuant to Sections 5.5(a) and (b)).

     In such event, no payments or distributions shall be made to any securities
junior to the Series A Preferred Stock and Series B Preferred Stock until the
amounts due to the holders of the Series A Preferred Stock and Series B
Preferred Stock under Sections 5.5(a) and (b) are satisfied in full.

     5.6 Additional Right Upon a Qualified IPO.

          (a) To the extent permissible under Korean law and in accordance with
the provisions in the Articles, upon a Qualified IPO, the holders of Series A
Preferred Stock shall be entitled to adjust the conversion ratio of their Series
A Preferred Stock so that upon conversion thereof, the number of shares of
common stock that such holders of the Series A Preferred Stock would be entitled
to shall be the greater of (i) the number of common shares to be issued upon the
conversion of the Series A Preferred Stock, based on the then current conversion
ratio and (ii) (KRW 4,550 per share plus interest accrued thereon at an annual
rate of 4.42% from the Closing Date to the date of the Qualified IPO) divided by
the offering price of the common stock in connection with such Qualified IPO.

          (b) To the extent permissible under Korean law and in accordance with
the provisions in the Articles, upon a Qualified IPO, the holders of Series B
Preferred Stock shall be entitled to adjust the conversion ratio of their Series
B Preferred Stock so that upon conversion thereof, the number of shares of
common stock that such holders of the Series B Preferred Stock would be entitled
to shall be the greater of (i) the number of common shares to be issued upon the
conversion of the Series B Preferred Stock, based on the then current conversion
ratio and (ii) (KRW ___________ (US$18.5 MILLION TIMES THE KRW/USD EXCHANGE RATE
EQUAL TO THE AVERAGE OF THE "TT BID" AND "TT SALE" PRICES AVERAGED OVER THE 30
DAYS ENDING AS OF THE DATE OF THIS AGREEMENT, AS PUBLISHED BY THE KOREA EXCHANGE
BANK) plus interest accrued thereon at an annual rate of 4.42% from the date of
issuance of such Series B Preferred Stock to the date of the Qualified IPO)
divided by the offering price of the common stock in connection with such
Qualified IPO.

     5.7 Other Terms Not Covered. In the event that any of the Company's
existing or future equity shareholders are entitled to any rights, privileges or
protections on terms more favorable than those herein afforded to the holders of
the Preferred Stock, the holders of the Preferred Stock shall be entitled to the
benefits of such more favorable terms. Fractional shares shall be disregarded
under this Section 5.


                                       26



     5.8 Timing of Redemption. In the event of a redemption of either the Series
A Preferred Stock or the Series B Preferred Stock pursuant to Sections 5.2 or
5.5, upon written notification by the holder(s) of their election to redeem
their shares of Preferred Stock, the Company may, no later than fifteen (15)
calendar days after receipt of such notice, request that such holder(s) tender
to the Company such transmittal or related materials as it may reasonably
request. The Company shall consummate the redemption of the tendered shares
(including payment for such redeemed shares) no later than (i) 90 days from
receipt of notice of redemption from the applicable holder, should the Company
not timely request any transmittal materials, or (ii) within 75 days of receipt
of requested transmittal materials from the redeeming stockholder. Such holder's
election to redeem the Series A Preferred Stock or the Series B Preferred Stock
may not be revoked without the written consent of the Company so long as the
Company satisfies the redemption preference in full within the time period set
forth in this Section 5.8.

6. CORPORATE GOVERNANCE.

     6.1 Voting Rights. Holders of the Preferred Stock shall have one vote per
share of Preferred Stock held by such holder. Except with respect to certain
matters contained in this Agreement or as required by the Korean Commercial Code
as to which the Holders of the Series A Preferred Stock and the Holders of the
Series B Preferred Stock shall vote respectively as a separate class, the
holders of the Preferred Stock shall vote with the holders of the common stock
as a single class on all matters with respect to which the common stock is
entitled to vote.

     6.2 Board of Directors

          (a) Number of Directors. Each of the Series A Preferred Holders, the
Series B Preferred Holders and the Major Shareholders agree to vote their shares
to cause the total number of directors on the Board to be 7 and to cause all
directors on the Board to be elected by resolution of the general meeting of
shareholders.

          (b) Directors Nominated by the Major Shareholders. The Major
Shareholders shall be entitled to nominate 5 directors for election to the
Board. If the shareholding ratio of either of the Series A Preferred Holders or
the Series B Preferred Holders falls below 8%, respectively, of the Company's
issued and outstanding shares, the Major Shareholders shall be entitled to
nominate additional director(s) in the place of the Series A Preferred Holders
or the Series B Preferred Holders, as the case may be.

          (c) Representatives of the Series A Preferred Holders. For so long as
the Series A Preferred Holders hold 5% or more of the Company's issued and
outstanding shares, the Company will permit a representative of such Series A
Preferred Holders to be appointed by NVP (the "Series A Observer") to attend all
meetings of the Board and all committees thereof in a non-voting, observer
capacity and shall provide to the Series A Observer, concurrently with the
members of the Board, and in the same manner, notice of such meeting and a copy
of all materials provided to such members. For so long as the Series A Preferred
Holders hold 8% or more of the Company's issued and outstanding shares, the
Board will permit a representative designated by NVP to nominate on behalf of
such Series A Preferred Holders, a director (in addition to the Series A
Observer) for election to the Board (the "Series A Director"). For the avoidance
of doubt, the


                                       27



Series A Preferred Holders shall not be entitled to either the Series A Observer
or the Series A Director if the Series A Preferred Holders hold below 5% of the
Company's issued and outstanding shares.

          (d) Representatives of the Series B Preferred Holders.

               (i) For so long as the Series B Preferred Holders hold 8% or more
of the Company's issued and outstanding shares, i-Hatch shall nominate, on
behalf of such Series B Preferred Holders, two potential candidates for election
to the Board (the "Series B Director"). In addition, for so long as the Series B
Preferred Holders hold 5% or more of the Company's issued and outstanding
shares, in addition to the Series B Director, the Company will permit a
representative of such Series B Preferred Holders to be appointed by i-Hatch
(the "Series B Observer") to attend all meetings of the Board and all committees
thereof in a non-voting, observer capacity and shall provide to the Series B
Observer, concurrently with the members of the Board, and in the same manner,
notice of such meeting and a copy of all materials provided to such members. For
the avoidance of doubt, the Series B Preferred Holders shall not be entitled to
either the Series B Observer or the Series B Director if the Series B Preferred
Holders hold below 5% of the Company's issued and outstanding shares.

               (ii) In regard to the initial Series B Director to serve on
behalf of the Series B Preferred Holders, [______] shall be the initial Series B
Director, and, so long as the Series B Preferred Holders are entitled to a
Series B Director pursuant to Section 6.2(d)(i),such person shall be removed and
replaced only by a majority of the holders of the Series B Preferred Stock. So
long as the Series B Preferred Holders hold 8% or more of the Company's issued
and outstanding shares, for any period during which there is no Series B
Director serving on the Board of the Company, i-Hatch may appoint, on behalf of
the Series B Preferred Holders, an additional Series B Observer.

               (iii) So long as the Series B Preferred Holders are entitled to a
Series B Director pursuant to Section 6.2(d)(i), upon the resignation, removal,
disability or death of the initial Series B Director or his successor, i-Hatch
may nominate, on behalf of the Series B Preferred Holders, a list of two
potential candidates to be nominated to the Board. The Board shall, in its sole
discretion, choose a nominee from the two candidates to stand for election as
the successor Series B Director.

          (e) Meetings of Board of Directors. Meetings of the Board shall be
held at least once every quarter. Meetings of the Board may be called by a
Representative Director. Members of the Board may attend meetings in person or
by videoconference. Meetings of the Board shall be held in English with an
English-language record thereof. The Company shall reimburse each of the Series
A Director and the Series B Director for reasonable expenses (in accordance with
Company policies and including travel expenses for attendance in person,
provided that airfare may be business class) incurred in connection with
attendance at any meeting of the Board.

          (f) Quorum. A quorum for a meeting of the Board shall consist of a
majority of the directors.


                                       28



          (g) Election of Directors to the Board. The Company, the Major
Shareholders, the Series A Preferred Holders, and the Series B Preferred
Holders, shall exercise their respective voting rights and take such other steps
as are necessary to insure the Board shall conform to the provisions of this
Section 6.2, including voting their shares for the election of any nominee for
director selected pursuant to Sections 6.2(b), (c) or (d). In the event that any
of the Major Shareholders, the Series A Preferred Holders, or the Series B
Preferred Holders, as the case may be, wishes to change any of its nominated
directors, the other parties shall exercise their voting rights accordingly so
as to make such change possible. In the event that a director is removed from
the Board without cause prior to his or her end of term, the party proposing
such dismissal shall indemnify and hold the Company and the other parties
harmless for any and all damages and other expenses relating to such dismissal.

          (h) For purposes of this Section 6.2, the "shareholding ratio" or
similar measurements of the ownership of each of the Series A Preferred Holders
and the Series B Preferred Holders means their respective percentage ownership
of the Company's common stock assuming conversion of the Preferred Stock based
on the then applicable conversion ratio(s).

     6.3 Representative Directors and Statutory Auditor

          (a) Representative Directors. The Company shall have two
Representative Directors. The Representative Directors shall be elected through
a meeting of the Board and the parties agree to cause their respectively
nominated and elected directors to vote so as to elect such Representative
Directors nominated by the Major Shareholders.

          (b) Statutory Auditor. The Company shall have one statutory auditor
who shall be elected at a general meeting of shareholders and the parties agree
to cause vote their shares so as to elect such statutory auditor nominated by
the Major Shareholders.

     6.4 Veto Powers of the Holders of Preferred Stock.

          (a) The Company and its subsidiaries shall be entitled to undertake
each of the following actions (the "Company Strategic Actions") only in
accordance with the procedures set forth in Section 6.4(b):

               (i) any action that authorized, created or issued shares of any
class or series of the Company having preferences superior to or on a parity
with the Preferred Stock (including issuance of additional shares of Preferred
Stock);

               (ii) any payment of dividends (which shall include distributions
of property in respect of any class of stock of the Company) on any class of
stock of the Company or any issuance of any security of the Company without
consideration that has the effect of diluting the voting rights of the holders
of the Series A Preferred Stock and the Series B Preferred Stock;

               (iii) repurchase, redeem or retire any of the Company's voting
securities other than (A) pursuant to contractual rights to repurchase common
stock or preferred stock by employees, directors or consultants of the Company
or its subsidiaries upon termination of their


                                       29



employment or services or pursuant to the exercise of a contractual right of
first refusal held by the Company or (B) any redemptions pursuant to this
Agreement;

               (iv) a sale of all or substantially all the Company's assets;

               (v) any amendment, modification, repeal or restatement of the
Articles (including Articles 7-1, 7-2 and 25 as included in the Articles of
Incorporation effective as of the Closing Date) of the Company, whether by
merger, consolidation, or otherwise, that would adversely affect the powers,
preferences, privileges, voting and other special rights and qualifications,
limitations and restrictions of the Preferred Stock;

               (vi) indebtedness in excess of $10,000,000 incurred in
non-ordinary course of business;

               (vii) any provision of any loans, pledges, encumbrances or
guarantees (including "blank notes" issued by the Company on or after the date
hereof) (collectively, the "Loans") by the Company to any of the Major
Shareholders or the provision of Loans exceeding 200,000,000 Won per transaction
to any other persons including, without limitation, any of its directors,
officers, and employees;

               (viii) purchase by the Company of any securities (other than cash
management in the ordinary course of business) in excess of $5,000,000;

               (ix) any transaction or series of transactions between the
Company and any shareholders of the Company, directors, officers or employees of
the Company that is not in the ordinary course of business or for which the
aggregate value exceeds 2,000,000,000 Won; provided, however, that any
transaction or series transactions between the Company and SK Telecom Co., Ltd.
and entities/individuals within the SK Group as determined by the Korean Fair
Trade Commission from time to time made in the ordinary course of business shall
be excluded;

               (x) liquidation or dissolution of the Company;

               (xi) any transfer of substantial business of the Company (under
Article 374 of the Commercial Code);

               (xii) spin-off, merger and capital reduction of the Company; and

               (xiii) share swap (under Articles 360-2 and 360-15 of the Korean
Commercial Code) for the establishment of a holding company.

          (b) Before taking any Company Strategic Action, the Company shall
first notify each of the Series A Preferred Holders, General Atlantic, and
i-Hatch in writing of the proposed Company Strategic Action and request their
consent. The Company shall not undertake or agree to undertake any such Company
Strategic Action unless either (i) each of the Series A Preferred Holders and
i-Hatch, or (ii) each of the Series A Preferred Holders and General Atlantic
approve such action in writing; provided, however, that in either case specified
in the foregoing clauses (i) or (ii) unless any of (1) each of the Series A
Preferred Holders and i-Hatch, (2) each of the Series A


                                       30



Preferred Holders and General Atlantic, or (3) each of i-Hatch and General
Atlantic object in writing to the Company Strategic Action within fourteen
calendar days of receipt of notice of the proposed Company Strategic Action, the
Company shall be permitted to take such Company Strategic Action without
approval in writing of any of the Preferred Holders, and the approval in writing
of neither i-Hatch nor General Atlantic shall be required once i-Hatch and/or
General Atlantic have sold or otherwise disposed of (not including any surrender
of Escrow Shares in satisfaction of claims under the Escrow Agreement entered
into in connection with the Acquisition Agreement) in excess of 25% of their
combined holdings of Series B Preferred Stock as of the date of the issuance of
the Series B Preferred Stock (including any Escrow Shares).

          6.5 Grant of Options to Purchase WiderThan Stock. Each of the Series A
Preferred Holders, the Series B Preferred Holders and the Major Shareholders
shall exercise their respective voting rights in favor of, cause their
respective directors to approve, and take such other commercially reasonable
actions as may be required to (i) grant to the employees of Ztango, upon or as
soon as practicable after a Qualified IPO, options to purchase WiderThan Common
Stock, and (ii) cause the Surviving Corporation to fulfill its obligations with
respect to any virtual stock options granted to employees of Ztango, each in
accordance with the terms of Section 3.4 of the Acquisition Agreement.

7. COVENANTS

     7.1 Initial Public Offering. The Company shall use its reasonable best
efforts to undertake the Company's initial public offering by the end of July 1,
2005.

     7.2 Translation of Minutes of Shareholders and Board of Directors Meetings.
The Company shall translate the minutes of the shareholders and Board meetings
from Korean into English and provide the same to the Series A Preferred Holders
and the Series B Preferred Holders. For purposes of this Section 7.2, the
Company shall be deemed to have satisfied its obligation to provide the minutes
described in this Section 7.2 to the Series A Preferred Holders and the Series B
Preferred Holders with the dispatch of such minutes to the respective Delivery
Representatives. Immediately upon receipt of the minutes by the Delivery
Representatives, each Delivery Representative shall deliver such minutes to each
respective holder of the Series A Preferred Stock or the Series B Preferred
Stock, as the case may be.

8. TERMINATION.

     This Agreement shall terminate upon a Qualified IPO; provided, however,
that the obligations of the parties under Sections 2, 5.3, 6.5 and 9 shall
survive the termination of this Agreement.

9. GENERAL PROVISIONS.

     9.1. Notices.

          (a) Except as otherwise required under this Agreement, any notices,
reports, requests, waivers or other communication made under this Section 9.1(a)
shall be in English and shall be deemed to have been duly and lawfully delivered
to all holders of the Preferred Stock, all


                                       31



Major Shareholders or the Company, as the case may be, if such notice has been
properly delivered to their/its respective representative listed hereunder.
Except as may be otherwise provided herein, all such notices, requests, waivers
and other communications made pursuant to this Section 9.1(a) shall be in
writing and shall be conclusively deemed to have been duly given (i) when hand
delivered to the relevant parties; (ii) when received if sent by registered
mail, return receipt requested, or similar means designed to give assurance of
the time of delivery to the recipient, at the address set forth below; or (iii)
three business days after deposit with internationally recognized overnight
delivery service, postage prepaid, addressed to the relevant parties as set
forth below with next-business-day delivery guaranteed, provided that the
sending party receives a confirmation of delivery from the delivery service
provider. In the event of any notice given pursuant to Section 6.4(b), the
Company shall also provide prompt email and facsimile notice of the proposed
Company Strategic Action.

          If to the Series A Preferred Holders:

          Nokia Venture Partners II, LP
          545 Middlefield Road, Suite 210
          Menlo Park, CA 94025
          U.S.A.
          Attn: David Jaques
          Fax Number: 1-650-462-7252
          E-mail: _____________________________

          If to the Series B Preferred Holders:

          _____________________________________

          _____________________________________

          _____________________________________

          Attn: _______________________________

          Fax Number: _________________________

          E-mail: _____________________________

          If to the Company and the Major Shareholders:

          WiderThan.com, Co., Ltd.
          K1 REIT Bldg. 463
          Chungjeong-ro, Seodaemun-gu
          Seoul 120-709, Korea
          Attn: Ho-Seok Kim
          Fax Number: 82-2-2014-5004
          E-mail: Hskim@widerthan.com

     Each person making a communication hereunder by facsimile shall promptly
confirm by e-mail to the person to whom such communication was addressed each
communication made by it by facsimile pursuant hereto but the absence of such
confirmation shall not affect the validity of any such communication. A party
may change or supplement the addresses given above, or designate additional
addresses, for purposes of this Section 9.1(a) by giving the other parties
written notice of the new address in the manner set forth above

     (b) In each case where a notice, report, request, waiver or other
communication is required to be made pursuant to this Agreement to each holder
of the Preferred Stock or Major Shareholder, as the case may be, except as
otherwise provided herein, all such notices, reports, requests, waivers and
other communications shall be in writing and shall be conclusively deemed


                                       32



to have been duly given (i) when hand delivered to the relevant parties; (ii)
when received if sent by email or facsimile at the email address and number set
for in SCHEDULE A hereto; or (iii) three business days after deposit with
internationally recognized overnight delivery service, postage prepaid,
addressed to the relevant parties as set forth in SCHEDULE A with
next-business-day delivery guaranteed, provided that the sending party receives
a confirmation of delivery from the delivery service provider. Each person
making a communication hereunder by facsimile shall promptly confirm by e-mail
to the person to whom such communication was addressed each communication made
by it by facsimile pursuant hereto. A party may change or supplement the
addresses given above, or designate additional addresses, for purposes of this
Section 9.1(b) by giving the other parties written notice of the new address in
the manner set forth above.

     9.2 Entire Agreement. This Agreement, the schedules and exhibits hereto
which are hereby expressly incorporated herein by this reference, and the
Acquisition Agreement, together with the documents contemplated thereby,
constitute the entire understanding and agreement between the parties with
regard to the subjects hereof and thereof.

     9.3 Governing Law. This Agreement shall be governed in all respects by the
laws of Korea without regard to provisions regarding choice of laws.

     9.4 Severability. If one or more provisions of this Agreement are held to
be unenforceable under applicable law, then such provision(s) shall be excluded
from this Agreement and the balance of this Agreement shall be interpreted as if
such provision(s) were so excluded and shall be enforceable in accordance with
its terms.

     9.5 Third Parties. Nothing in this Agreement, express or implied, is
intended to confer upon any person, other than the parties hereto and their
permitted successors and assigns, any rights or remedies under or by reason of
this Agreement.

     9.6 Titles and Subtitles. The titles of the sections and subsections of
this Agreement are for convenience of reference only and are not to be
considered in construing this Agreement.

     9.7 Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be an original, but all of which together
shall constitute one instrument.

     9.8 Amendment of Rights. Any provision of this Agreement may be amended and
the observance thereof may be waived (either generally or in a particular
instance and either retroactively or prospectively), only with the written
consent of the Company, the Major Shareholders, the holders of a majority of all
issued and outstanding shares of Series A Preferred Stock and the holders of a
majority of all issued and outstanding shares of Series B Preferred Stock (which
must include i-Hatch and General Atlantic until such time as i-Hatch and/or
General Atlantic have sold or otherwise disposed of (not including any surrender
of Escrow Shares in satisfaction of claims under the Escrow Agreement entered
into in connection with the Acquisition Agreement) in excess of 25% of their
combined holdings of Series B Preferred Stock as of the date of the issuance of
the Series B Preferred Stock (including any Escrow Shares)).


                                       33



     9.9 Dispute Resolution/Arbitration. In the event of any dispute or claim
arising out of or relating in any way to this Agreement among the holders of the
Series A Preferred Shares, the holders of the Series B Preferred Shares, and any
of the Major Shareholders, or between one or more of them and the Company
("Parties to the Dispute"), the Parties to the Dispute shall agree to negotiate
in good faith to resolve any dispute between them regarding this Agreement. If
the disputes cannot be resolved in such a manner, the matter shall be settled by
arbitration except to the extent otherwise required by Korean law with respect
to Exclusive Korean Law Matters.

     Except to the extent otherwise required by Korean law with respect to
Exclusive Korean Law Matters, all matters submitted to arbitration shall be
finally settled by binding arbitration under the Rules of Arbitration of the
International Chamber of Commerce. The place of arbitration shall be Singapore
or any other place mutually agreed upon by the Parties in Dispute. The award
made by the arbitrators shall be final and binding upon the Parties in Dispute
and may be enforced in any court of competent jurisdiction. Unless the
arbitrators decide otherwise, the cost of arbitration shall be shared equally by
the Parties in Dispute.

     9.10 Termination of Series A Investor Rights Agreement. The Company, the
Series A Preferred Holders and the Major Shareholders agree, and the Series B
Preferred Holders hereby acknowledge, that the Series A Investor Rights
Agreement is hereby terminated and shall be replaced in its entirety with this
Agreement. In addition, the Series A Preferred Holders explicitly waive hereby
any rights they may have had under the provisions of the Series A Investor
Rights Agreement, including, without limitation, Sections 3 and 5.5 thereof.

     9.11 Confidentiality of Information. Each party to this Agreement agrees to
keep confidential this Agreement and all information obtained pursuant to this
Agreement from other parties or the Company. The parties agree to take all
necessary precautions in a manner acceptable to the party furnishing the
confidential information to keep confidential such information and to restrict
its use outside and beyond the scope of this Agreement; provided, however, that
the above shall not apply to information which is or becomes part of the public
domain through no fault of the disclosing party, nor shall the above restrict or
prohibit the disclosure of such information to competent government authorities
as is required to bring about the transactions contemplated by this Agreement.
The parties shall take all steps reasonably necessary to ensure that their
directors, officers, employees, agents and subcontractors, if any, will comply
in all respects with this Section 9.11.

     9.12 English Language Controls. The English language version of this
Agreement shall control all interpretations hereof.

     9.13 Inclusion of Escrow Shares. For purposes of determining the percentage
of shares required to initiate a demand or shelf registration pursuant to
Sections 2.3(a) and 2.5, and for the purpose of determining the percentage of
shares required to maintain a Series B Director pursuant to Section 6.2(d), the
number of shares of Series B Preferred Stock initially placed in escrow pursuant
to the Escrow Agreement shall be included in both the numerator and denominator
of such fraction.


                                       34



     9.14 Exchange Rate. Except as expressly set forth herein, the applicable
exchange rate in the event of any foreign currency exchange shall be the KRW/USD
exchange rate equal to the average of the "TT Bid" and "TT Sale" prices averaged
over the 30 calendar days prior to any applicable payment hereunder, as
published by the Korea Exchange Bank.

     9.15 Conflict with Articles. To the extent that there is a conflict or
disagreement between any provision of this Agreement and the Articles, each
party hereto agrees to use its best efforts to conform the provisions of the
Articles to the terms of this Agreement.

                             SIGNATURES ON NEXT PAGE


                                       35



     IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the Effective Date.

COMPANY:

WIDERTHAN.COM CO., LTD.


By
   ----------------------------------
Name:
      -------------------------------
Title:
       ------------------------------


MAJOR SHAREHOLDERS:

SK TELECOM CO., LTD.


By
   ----------------------------------
Name:
      -------------------------------
Title:
       ------------------------------


- -------------------------------------
TAE WON CHEY
Resident Registration No.:


SERIES A PREFERRED HOLDERS:

NOKIA VENTURE PARTNERS II, LP


By
   ----------------------------------
Name:
      -------------------------------
Title:
       ------------------------------


                                       36



NVP AFFILIATES II, LP


By
   ----------------------------------
Name:
      -------------------------------
Title:
       ------------------------------


SERIES B PREFERRED HOLDERS:

- -------------------------------------

- -------------------------------------

- -------------------------------------


                                       37



                                    EXHIBIT A

                               Major Shareholders

TAE WON CHEY
1301 Cheongamdae, 64-29 Cheongam-dong, Yongsan-gu, Seoul
Resident Registration No.: 601203-1047228
560,000 common stock

SK TELECOM CO., LTD.
SK Building, 99 Seorin-dong, Jobgro-gu, Seoul
Business Registration No.: 104-81-37225
200,000 common stock


                                       38



                                    EXHIBIT B

                           Series B Preferred Holders


                                       39



                                    EXHIBIT C

                             Definition of Affiliate

Under Article 2, Item 3 of the FTL, "Affiliated Corporation" means each of two
or more companies belonging to a single Business Group.

Business Group

Under Article 2, Item 2 of the FTL, a "Business Group" means a group of
corporations whose businesses are in fact controlled by a Controlling Person as
defined in the Presidential Decree and falls under one of the following
categories:

     (a)  if the Controlling Person is a corporation, a group of companies which
          includes the Controlling Person and the companies controlled by the
          Controlling Person; or

     (b)  if the Controlling Person is not a corporation, a group of two or more
          companies controlled by the Controlling Person.

Controlled Company

There is a two-fold test for determining whether a company is a controlled
company (and thus designated as an affiliated company) of a Controlling Person;
an equity ratio test and a management control test. Article 3 (Scope of Business
Group) of the Presidential Decree of the FTL defines a company, which is in fact
controlled by a Controlling Person ("Controlled Company"), and therefore
included in the scope of a "Business Group."

First, under the equity-ratio test, a company is generally deemed an affiliate
of other companies belonging to a single Business Group when the Controlling
Person (i) owns at least a thirty percent (30%) interest (together with a
Related Person, as defined below) and (ii) is the largest shareholder of such
company. Second, under the management control test, a company is deemed to be
under the control of another, if the latter exercises considerable influence
over the management of such company.

Equity ratio test

     Under the equity ratio test, a Controlled Company is determined as follows:

     (1)  Where the Controlling Person, by himself or with any of the persons
          specified in the following items (hereinafter referred as "Related
          Person"), owns thirty percent (30%) or more of the total issued shares
          (excluding non-voting shares as provided in Article 370 of the
          Commercial Code) of the Controlled Company and is the largest
          shareholder of the Controlled Company:


                                       40



          (a)  A spouse, a blood relative within at least eight degrees of
               kinship, a relative by marriage who is at least a cousin in
               relationship (hereinafter referred to as "Relatives");

          (b)  A non-profit legal person or an organization (which means
               unincorporated association or foundation; hereinafter the same)
               in which the person, by himself or with any Related Person,
               contributes thirty percent (30%) or more of the total
               contribution as the largest contributor or either the person or
               the Related Person is the founder;

          (c)  A non-profit legal person or an organization in which the person,
               directly or through the Related Person, exercises dominating
               influence on the composition of officers or the operation of
               business, etc;

          (d)  A company whose operation is in control of the person de facto,
               pursuant to the provisions in this Subparagraph (1) or those in
               Subparagraph (2);

          (e)  The directors, statutory auditors, general partners or officers
               (hereinafter referred to as "Officers") of the Controlling
               Persons (in case the Controlling Person is a legal person) and
               the employees of the Controlling Person (in case the Controlling
               Person is an individual), as well as the Officers or the
               employees, as the case may be, of a Related Person as defined in
               Items (b) through Item (d) above.

Management control test

     Under the management control test, a Controlled Company is determined as
     follows:

     Where a corporation falls under one of the following categories and the
     Controlling Person is regarded as exercising considerable influence on the
     management of said corporation:

          (a)  A company in which the Controlling Person, through a contract or
               an agreement with another major shareholder, has
               appointed/dismissed the representative director or has appointed
               or can appoint 50% or more of the Officers.

          (b)  A company in which the Controlling Person, directly or through
               the Related Person, exercises dominating influence on the major
               decision-makings and execution of matters, including
               organizational restructuring of said corporation or its
               investment in new businesses.

          (c)  A company that engages in "personnel exchanges" with a Controlled
               Company (or with a Controlling Person if the Controlling Person
               is a juridical person; the term Controlled Company for the
               purposes of this section includes the Controlling Person in such
               case) that falls under one of the following categories:


                                       41



               1)   Interlocking Officers with the Controlled Company

               2)   Officers or employees of the Controlled Company are
                    appointed as Officers or employees of said company and
                    re-appointed as Officers or employees of Controlled Company
                    (including being re-appointed to a different Controlled
                    Company);

               3)   Officers or employees of said company are appointed as
                    Officers or employees of a Controlled Company and
                    re-appointed as Officers or employees of said company or an
                    affiliate of said company.

          (d)  A company which is engaging in trade of funds, assets, products,
               or services or granting or receiving debt guarantees with the
               Controlling Person or the Related Person in excess of ordinary
               scope; a company which is considered as an affiliate of the
               business group of the Controlling Person since it makes
               representation in its business that it can be acknowledged as an
               affiliate of the business group of the Controlling Person or
               engages in other acts that are considered acts of the same
               economic entity by common social norms.

Exclusion from Business Group

According to Article 3-2, Item 1 of the Presidential Decree of the FTL, the Fair
Trade Commission, upon the request of the interested parties, may exclude a
company from the scope of the Business Group under the control of the
Controlling Person, despite the provisions of Article 3, where it deems that the
Controlling Person does not control activities or operation of the company as
falling under any of the following subparagraphs:

     (1)  A company which is in fact managed by a person other than each person
          of the following items in accordance with agreements or contracts made
          between investors

          (a)  A person who has been appointed by the Controlling Person; and

          (b)  A person who has relationships with the Controlling Person as
               falling under Item 1 (a) or (e) of Article 3 of the Presidential
               Decree of the FTL

     (2)  A company which satisfies such requirements as provided in each of the
          following items (hereinafter referred to as the "criteria for the
          recognition of independent management"), and which is recognized as
          managed independently by relatives of the Controlling Person

          (a)  The aggregate of shares of each company requesting the exclusion
               from the Business Group under the control of the Controlling
               Person (hereinafter referred to as "affiliate company of
               relatives") which are owned by the Controlling Person and Related
               Person [excluding a person who performs an independent management
               of an affiliate company of relatives (hereinafter referred to as
               the "independent manager") and persons whom the Fair Trade
               Commission approves, upon the request of an independent manager,
               excluded from the scope of Related Person] shall be less than
               3/100 (10/100 in case of


                                       42



               a company that is not a listed corporation on Korean Stock
               Exchange or a registered corporation on KOSDAQ) of the total
               number of shares issued by each company

          (b)  The aggregate of shares of each company under the control of the
               Controlling Person (referring to one of the companies belonging
               to the Business Group under the control of the Controlling Person
               after excluding affiliate companies of relatives; hereinafter
               referred to as the "affiliate company of the Controlling Person")
               which are owned by independent managers and persons having
               relations with the independent managers as falling under each
               item of Item 1 of Article 3 of the Presidential Decree of the FTL
               (limited to a person excluded from such scope in accordance with
               the provisions of item (a), in case of Related Person) shall be
               less than 3/100 (15/100 in case of a company that is not a listed
               corporation on Korean Stock Exchange or a registered corporation
               on KOSDAQ) of the total number of shares issued by each company

          (c)  There shall be no interlocking Officer between affiliate company
               of the Controlling Person and affiliate company of relatives

          (d)  There shall not be guaranty of debts, or lending or loaning money
               between affiliate company of the Controlling Person and affiliate
               company of relatives; provided, that this shall not apply in
               cases of guaranty of debts, or lending or loaning money which has
               been considered to have taken place in ordinary course of
               business

     (3)  A company that is in bankruptcy proceeding after having been sentenced
          bankrupt under the Bankruptcy Act

     (4)  A company corresponding to the agreement-concluding firm under
          subparagraph 2 of Article 2 of the Corporate Restructuring Investment
          Companies Act, which satisfies the requirements falling under the
          following items

          (a)  The rights for disposal, and voting rights, of shares owned in
               excess of 3/100 of the total number of shares issued by the
               relevant company (10/100 in case of a company which is not a
               listed corporation on Korean Stock Exchange or a registered
               corporation on KOSDAQ) from among the shares owned by the
               Controlling Person and Related Person, shall be entrusted to the
               creditor financial institutions (referring to financial
               institutions under the Banking Act and other Acts, which have
               provided credits to the relevant firms)

          (b)  The Controlling Person and Related Person shall conclude a
               special agreement waiving the terminating right for the
               entrustment contract under item (a)

     (5)  A company for which a procedure for reorganization is in progress by
          receiving a decision on commencing the reorganization procedure under
          the Company Reorganization Act, which satisfies the requirements
          falling under the following items

          (a)  The rights for disposal, and voting rights, of shares owned in
               excess of 3/100 of the total number of shares issued by the
               relevant company (10/100 in case of a company which is not a
               listed corporation on Korean Stock Exchange or a registered
               corporation


                                       43



               on KOSDAQ) from among the shares owned by the Controlling Person
               and Related Person, shall be entrusted to the manager under
               Article 94 of the Company Reorganization Act, but after the
               completion of reorganization procedures, the relevant rights
               shall be succeeded by the company

          (b)  The Controlling Person and Related Person shall conclude a
               special agreement waiving the terminating right for the
               entrustment contract under item (a)

According to Article 3-2, Item 2 of the Presidential Decree of the FTL, the Fair
Trade Commission may, upon the request of interested parties, exclude a company
from the scope of the Business Group under control of the Controlling Person,
with respect to any company falling under any of the following subparagraphs,
notwithstanding the provisions of Article 3 of the Presidential Decree of the
FTL;

     (1)  A corporation incorporated for private investment business under the
          Act on Private Participation in Infrastructure in the event that any
          person falling under any of the following items holds not less than
          20/100 of total number of stocks issued by such corporation; provided,
          that the same shall be limited to a case where the corporation has not
          made any mutual investment with another company and has not been
          guaranteed by any person other than investors for any repayment of
          debts

          (a)  The Korean or a local government

          (b)  A government-invested institution established under Article 2 of
               the Framework Act on the Management of Government-Invested
               Institutions

          (c)  A public corporation or other corporation established pursuant to
               any special Act

     (2)  A company in which not less than two largest investors (including the
          case where the Controlling Person and Related Person make investments)
          exist and do not exercise any controlling influence over the
          composition of Officers and business operations, etc. from among
          companies falling under any of the following items

          (a)  A company incorporated by not less than two companies that run
               the same type of business for the purpose of restructuring their
               business through such methods as investment in-kind contribution
               or merger or consolidation, etc.

          (b)  A company that runs the private investment business in a manner
               described in the provisions of subparagraph 1 or 2 of Article 4
               of the Act on Private Participation in Infrastructure from among
               corporations incorporated for the private investment business in
               accordance with the same Act.

According to Article 3-2, Item 3 of the Presidential Decree of the FTL, where a
company which is excluded from the scope of a Business Group does not satisfy
the requirements for exclusion, the Fair Trade Commission may cancel such
decisions excluding the company from such Business Group; provided, that a
company which is excluded from the scope of the Business Group under the control
of the Controlling Person in conformity with the provisions of subparagraph (1),
item 2, this shall only apply to the cases in which it does not satisfy the
requirements for exclusion not later than three years after the date of
exclusion.


                                       44



                                   SCHEDULE A

 Name, Addresses, Fax, Email, and Telephone Numbers of all holders of Preferred
                          Stock and Major Shareholders


                                       45



                                                                       EXHIBIT 8

            FORM OF OPINIONS TO BE RENDERED BY U.S. COUNSEL TO ZTANGO

     1. Ztango is a corporation in good standing under the laws of the State of
     Delaware.

     2. Ztango has the corporate power and authority to execute and deliver the
     Acquisition Agreement, to perform its obligations thereunder, to carry on
     its business as now conducted and to own, lease and operate its assets and
     properties;

     3. Ztango has duly authorized the execution and delivery of the Acquisition
     Agreement and all performance by Ztango thereunder and has duly executed
     and delivered the Acquisition Agreement;

     4. The execution and delivery by Ztango of the Acquisition Agreement do
     not, and if Ztango were now to perform its obligations under the
     Acquisition Agreement such performance would not, result in any:

          (i)  violation of Ztango's certificate of incorporation or bylaws;

          (ii) violation of any existing federal or state constitution, statute,
     regulation, rule, order, or law to which Ztango or its material Assets (as
     such term is defined in the Acquisition Agreement) are subject;

          (iii) breach of or default under any of the Ztango Contracts (as such
     term is defined in the Acquisition Agreement);

          (iv) creation or imposition of a contractual lien or security interest
     in, on or against any of Ztango's material Assets under any Ztango
     Contracts; or

          (v) violation of any judicial or administrative decree, writ, judgment
     or order to which, to our knowledge, Ztango or its material Assets are
     subject.

     5. No consent, approval, authorization, or other action by, or filing with,
     any governmental authority of the United States, the State of New York or
     the State of Delaware is required for Ztango's execution and delivery of
     the Acquisition Agreement and consummation of the Acquisition Transactions,
     except for the filing of the certificate of merger with the Secretary of
     State of the State of Delaware.

     6. Ztango's authorized shares consist of (i) 25,000,000 shares of Ztango
     Common Stock, par value $0.001 per share, of which 426,675 shares are
     issued and outstanding, and (ii) 20,000,000 shares of preferred stock, par
     value $0.001 per share, including (A) 1,500,000 shares of Series A1
     Participating Convertible Preferred Stock, of which 978,000 shares are
     issued and outstanding, (B)



     7,500,000 shares of Series A2 participating Convertible Preferred Stock, of
     which 5,091,928 shares are issued and outstanding, and (C) 6,500,000 shares
     of Series A3 Participating Convertible Preferred Stock, of which 4,519,451
     shares are issued and outstanding. To our knowledge, all of the issued and
     outstanding shares of capital stock of Ztango have been duly authorized and
     validly issued and are fully paid and nonassessable.

     7. The Acquisition Agreement is enforceable against Ztango.

     Each of the opinions set forth above may be subject to customary
exceptions, including those relating to (a) bankruptcy, insolvency,
reorganization, moratorium, fraudulent conveyance or other laws affecting the
rights and obligations of creditors and debtors generally, (b) principles of
equity, whether considered at law or in equity, (c) limitations of public
policy, (d) choice of law principles, and (e) the application of laws of
jurisdictions other than New York or Delaware.


                                       -2-

                                                                       EXHIBIT 9

              FORM OF OPINIONS TO BE RENDERED BY ALSTON & BIRD LLP

     1.   WiderThan.com USA, Inc. ("Newco") is a corporation in good standing
          under the laws of the State of Delaware.

     2.   Newco has the corporate power and authority to execute and deliver the
          Agreement, to perform its obligations thereunder, to own and use its
          Assets and to conduct its business as now conducted.

     3.   Newco has duly authorized the execution and delivery of the Agreement
          and all performance by Newco thereunder and has duly executed and
          delivered the Agreement.

     4.   The execution and delivery by Newco of the Agreement do not, and if
          Newco were now to perform its obligations under the Agreement such
          performance would not, result in any violation of:

          a.   Newco's certificate of incorporation or bylaws;

          b.   any existing federal or state constitution, statute, regulation,
               rule, order, or law to which Newco or its Assets are subject; or

          c.   any judicial or administrative decree, writ, judgment or order to
               which, to our knowledge, Newco or its Assets are bound.

     5.   No consent, approval, authorization or other action by, or filing
          with, any governmental authority of the United States or the State of
          Delaware is required for Newco's execution and delivery of the
          Agreement and consummation of the Acquisition Transactions, except for
          the filing of the Certificate of Merger with the Secretary of State
          for the State of Delaware.

     6.   The Agreement is enforceable against Newco.

     Each of the opinions set forth above may be subject to customary
exceptions, including those relating to (a) bankruptcy, insolvency,
reorganization, moratorium, fraudulent conveyance or other laws affecting the
rights and obligations of creditors and debtors generally, (b) principles of
equity, whether considered at law or in equity, (c) limitations of public
policy, (d) choice of law principles, and (e) the application of laws of
jurisdictions other than New York or Delaware.


           PROPOSED FORM OF LEGAL OPINION TO BE PROVIDED BY SHIN & KIM

     1.   WTC is a corporation (jusik hoesa) duly organized and validly existing
          under the laws of Korea;

     2.   WTC has full corporate power and authority to execute, deliver, and
          perform its obligations under the Agreement and to consummate the
          Transactions and has taken all actions required to authorize its
          execution, delivery and performance of its obligation under the
          Agreement, and to carry on its business as now conducted and to own,
          lease and operate its assets and properties;

     3.   The execution and delivery by WTC of the Agreement do not, and if WTC
          were now to perform its obligations under the Agreement such
          performance would not, result in any violation of WTC's articles of
          incorporation.

     4.   Each of the Agreement and each Transaction Document and the
          side-letter entered into by the WTC directors with respect to certain
          restrictions on changes of control of WTC constitutes the legal, valid
          and binding obligations of WTC and, with respect to such side-letter,
          the directors of WTC, enforceable against it and such directors in
          accordance with the terms thereof, except for the enforceability
          against the Company relating to any share transfer restrictions [OTHER
          EXCEPTIONS TO BE ADDED AS NECESSARY AFTER THE DA AND IRA ARE
          FINALIZED]; and

     5.   No consent or approval of, registration or filing with, or any other
          action by, any governmental authority of Korea is required under any
          applicable law in respect of the execution or performance of the
          Agreement by WTC, except for (i) reports to the Bank of Korea with
          respect to the foreign direct investment under the Foreign Exchange
          Transaction Law; (ii) reports to the relevant foreign exchange bank
          under the Foreign Investment Promotion Act; (iii) registrations with
          the relevant courts under the Korean Commercial Code; and (iv)
          acceptance of filing by the Bank of Korea relating to any put or call
          options.

     6.   WTC's authorized shares consist of (i) ___________ shares of WTC
          Common Stock, par value _____ per share, of which ______ shares are
          issued and outstanding, and (ii) _______ shares of preferred stock,
          par value _____ per share, including (A) _________ shares of Series A
          Convertible Preferred Stock, of which ________ shares are issued and
          outstanding, and (B) __________shares of Series B Convertible
          Preferred Stock, of which no shares are issued and outstanding.



     7.   All shares of Series B Convertible Preferred Stock, when issued in
          accordance with the Agreement, will have been duly authorized, validly
          issued, fully paid and non-assessable.

          Our opinion is subject to the following qualifications:

          (a)  Enforcement of the Agreement may be limited by bankruptcy,
               insolvency, fraudulent conveyance, compulsory composition,
               liquidation, reorganization, moratorium and other laws of general
               application relating to or affecting the enforcement of
               creditors' rights generally;

          (b)  Enforcement of the Agreement may be limited or affected by the
               general principle of good morals and other social order and the
               general principle of good faith and fairness provided for in the
               Civil Code of Korea;

          (c)  The enforceability of provisions releasing or exculpating a party
               from, or requiring indemnification of a party for, liability for
               its own action or inaction may be limited or affected where the
               action or inaction involves unlawful conduct, willful misconduct
               or gross negligence;

          (d)  Remedies of specific performance or injunction may not
               necessarily be available with respect to any particular provision
               in the documents for the subject transaction;

          (e)  Korean courts may exercise judicial discretion in determining
               certain matters such as non-exclusiveness of rights or remedies,
               conclusiveness of certificates, amount of damages, entitlement to
               attorneys' fees and other related costs;

          (f)  The recognition and enforceability of foreign arbitral awards in
               Korea may be limited or affected by the New York Convention on
               the Recognition and Enforcement of Foreign Arbitral Awards; and

          (g)  The recognition and enforceability of any judgment obtained in a
               foreign jurisdiction arising out of or in relation to the
               obligations of the Company under the Agreement and each
               Transaction Document would be enforceable against the Company in
               the courts of Korea; provided, however, that (i) such judgment
               was finally and conclusively given by a court having valid
               jurisdiction in accordance with Korean laws or international
               treaties, (ii) the party against whom such judgment was awarded
               was served with process (otherwise than by publication or similar
               method) in sufficient time to enable such party to prepare its
               defense, in conformity with the laws of the jurisdiction at issue
               or



               responded to the legal action without being served with process,
               (iii) recognition of the effectiveness of such judgment is not
               contrary to the public policies of Korea, and (iv) judgments of
               the courts of Korea are similarly recognized and enforced under
               the laws of the jurisdiction in which such judgment has been
               given.



                                                                      EXHIBIT 10

                            ARTICLES OF INCORPORATION
                                       OF
                             WIDERTHAN.COM CO., LTD.

CHAPTER I. GENERAL PROVISIONS

ARTICLE 1. COMPANY NAME

The name of the Company shall be "Widerthan.com Chusik Hoesa" in Korean, which
will be expressed in the English language as "Widerthan.com Co., Ltd."
(hereinafter referred to as the "Company").

ARTICLE 2. OBJECTIVES

The objectives of the Company shall be to engage in the following businesses:

(1)  Business of providing internet services utilizing wire and wireless
     networks;

(2)  Business of developing, distributing and selling data and information using
     telecommunications network;

(3)  Business of electronic commerce;

(4)  Business of distributing, selling and renting electronic and
     telecommunication equipment;

(5)  Business of advertisement;

(6)  Business of providing multimedia contents;

(7)  Business of operating web hosting and data centers;

(8)  Business of distributing and developing software;

(9)  Business of publishing;

(10) Business related to import and export of the foregoing businesses;

(11) Business related to research and development and consulting of the
     foregoing businesses; and

(12) Other businesses incidental to the foregoing businesses.



ARTICLE 3. LOCATION OF OFFICES

The principal office of the Company shall be in Seoul and branch and other
offices may be established at any other suitable places by resolution of the
Board of Directors ("Board").

ARTICLE 4. PUBLIC NOTICES

Public notices by the Company shall be published in the Maeil Business
Newspaper, a daily Korean language newspaper of general circulation published in
Seoul.

CHAPTER II. SHARES OF STOCK

ARTICLE 5. NUMBER OF AUTHORIZED SHARES

The total number of shares of the Company authorized for issuance shall be
18,000,000 common shares, 5,000,000 Series A Preferred Shares and [______]
Series B Preferred Shares (collectively, the "Preferred Shares"). The Company
shall reserve a sufficient number of common shares for issuance upon conversion
of the Preferred Shares.

ARTICLE 6. PAR VALUE OF SHARES

Par value of all shares issued by the Company shall be 500 Won per share.

ARTICLE 7. NUMBER OF SHARES ISSUED AT THE TIME OF INCORPORATION

The total number of shares to be issued at the time of incorporation of the
Company shall be 120,000.

ARTICLE 7-1 CHARACTERISTICS OF SERIES A PREFERRED SHARES

(1)  Voting Rights and Dividend Preferences

     A.   Series A Preferred Shares, among the preferred shares to be issued by
          the Company, shall have voting rights. Series A Preferred Shares shall
          be entitled to an annual per share dividend equal to 30% of the par
          value of the Series A Preferred Shares, payable when and if declared
          by the Board and the shareholders at a General Meetings of
          Shareholders of the Company.

     B.   The dividends would be non-cumulative and would be paid prior to
          payment of any dividend with respect to the common shares; provided,
          however, that the dividend priority of the Series A Preferred Shares
          and the Series B Preferred Shares shall be the same. In the event that
          the distributable profits of the Company are insufficient to cover the
          sum of the dividend preference amount of the holders of both the
          Series A Preferred Shares and the Series B Preferred


                                       2



          Shares ("Dividend Preference Amount"), then such distributable profits
          shall be allocated among the holders of the Series A Preferred Share
          and the Series B Preferred Share on a pro rata basis.

     C.   After payment of the preferential dividend to the holders of the
          Preferred Shares, any further dividends would be paid pari passu to
          the holders of the Preferred Shares and common shares on a pro rata
          basis. For purposes of dividends on the common shares issued upon
          conversion of the Series A Preferred Shares, it shall be deemed that
          such common shares was issued at the end of the immediately preceding
          fiscal year of the Company.

(2)  Liquidation Preferences

     A.   Upon liquidation or dissolution of the Company, the holders of Series
          A Preferred Shares shall be entitled to be preferentially paid out of
          the remaining assets of the Company available for distribution to its
          shareholders ("Distributable Assets"), an amount equal to the sum of
          (a) 4,550 Won and (b) any declared but unpaid dividends on the Series
          A Preferred Shares, for each Series A Preferred Share (the "Series A
          Liquidation Preference"); provided, however, that (i) in the event of
          stock split or bonus issuance (each, a "Downward Adjustment Event"),
          each time there is a Downward Adjustment Event, the foregoing price of
          the Series A Preferred Share shall be downwardly adjusted, taking into
          account the number of Series A Preferred Shares increased as a result
          of the Downward Adjustment Event; and (ii) in the event of reverse
          stock split or consolidation (each, an "Upward Adjustment Event"),
          each time there is an Upward Adjustment Event, the foregoing price of
          the Series A Preferred Share shall be upwardly adjusted, taking into
          account the number of Series A Preferred Shares decreased as a result
          of the Upward Adjustment Event.

     B.   The liquidation priorities of the Preferred Shares shall be the same.
          In the event that the Distributable Assets are insufficient to pay
          both the Series A Liquidation Preference and the Series B Liquidation
          Preference (as defined in Paragraph (2)A of Article 7-2 below), then
          the Distributable Assets shall be allocated among the holders of the
          Series A Preferred Shares and the Series B Preferred Shares according
          to the following formulas:

          (a)  For each holder of the Series A Preferred Shares: Distributable
               Assets multiplied by (the Series A Liquidation Preference
               associated with such holder's Series A Preferred Share divided by
               the sum of the aggregate Series A Liquidation Preference and the
               aggregate Series B Liquidation Preference).

          (b)  For each holder of the Series B Preferred Shares: Distributable
               Assets multiplied by (the Series B Liquidation Preference
               associated with such holder's Series B Preferred Share divided by
               the sum of the aggregate


                                        3



               Series A Liquidation Preference and the aggregate Series B
               Liquidation Preference).

     C.   After the payment of all preferential amounts required to be paid to
          the holders of the Preferred Shares upon the liquidation or
          dissolution of the Company, all of the remaining Distributable Assets
          shall be distributed ratably among the holders of the Company's common
          stock.

(3)  Conversion

     A.   Series A Preferred Shares issued by the Company may be converted into
          the common shares at the conversion rate of one Series A Preferred
          Share to one (1) common share, upon request by holders of such Series
          A Preferred Share. Request for such conversion may be made at any time
          from the date of issuance of such Series A Preferred Shares. If,
          however, any reasons for adjustment of the conversion rate set forth
          in Paragraph (3)C below or the conversion price, a basis for the
          calculation of such conversion rate (the "Conversion Price"), occurs,
          such conversion rate or Conversion Price shall be adjusted in
          accordance with the provisions of Paragraph (3)C below.

     B.   Notwithstanding the provisions of Paragraph (3)A above, in the event
          of (i) a bona fide, underwritten public offering of shares of common
          stock listed on the KOSDAQ or KSE is made pursuant to a registration
          statement filed with the Financial Supervisory Commission in
          accordance with the Securities and Exchange Act of Korea resulting in
          proceeds to the Company of at least US$10,000,000 (or the Won
          equivalent thereof calculated by using the exchange rate equal to the
          average of the "TT Bid" and "TT Sale" prices averaged over the 30 days
          ending as to the date of the IRA, as published by the Korea Exchange
          Bank divided by total number of shares of Series B Preferred Shares)
          in the aggregate; or the listing of the Company's common stock, or
          depository receipts representing such common stock, on the New York
          Stock Exchange, the NASDAQ stock market or any other "national
          securities exchange" which is registered pursuant to Section 6 of the
          1934 Act ("Qualified IPO"), or (ii) the holders of a majority of the
          outstanding shares of Series A Preferred Shares provide their consent,
          the Series A Preferred Shares issued by the Company shall be
          automatically converted into common shares at the conversion rate of
          one Series A Preferred Share to one common share. If, however, any
          reasons for adjustment of either the conversion rate or the Conversion
          Price set forth in Paragraph (3)C below, occurs, such conversion rate
          or Conversion Price shall be adjusted in accordance with the relevant
          provisions of Paragraph (3)C below.

     C.   Adjustment to the Conversion Ratio and the Conversion Price

          (a)  In the event that the Company issues any new equity shares or
               equity-related securities without consideration or at a purchase
               price less than


                                        4



               4,550 Won (taking into account stock split, stock dividend and
               other similar event), the conversion ratio of the Series A
               Preferred Shares shall be subject to adjustment on a weighted
               average basis for issuances at a purchase price less than the
               then-effective conversion price.

          (b)  The conversion ratio shall also be subject to anti-dilution
               protection for stock splits, stock dividends and similar events.
               The mathematical formula for adjustment on a weighted average
               basis is as follows and is subject to the more detailed textual
               description set forth thereafter:

                          ACP = OCP * (OS + (TNC/OCP))
                                ----------------------
                                       (OS + NS)

               WHERE:

                  ACP = adjusted conversion price

                  TNC = the total consideration received by the Company for the
                        additional common shares issued or sold

                  NS  = the number of additional common shares issued or sold

                  OCP = old conversion price

                  OS  = the number of outstanding common shares immediately
                        before the additional common shares are issued or sold


          (c)  The newly adjusted conversion price shall be the amount equal to
               the price determined by multiplying the old conversion price, by
               a fraction,

               (i)  the numerator of which shall be the number of common shares
                    outstanding immediately prior to such issue, plus the number
                    of common shares which the total consideration received by
                    the Company for the additional common shares issued or sold
                    would purchase at the old conversion price; and

               (ii) the denominator of which shall be the number of outstanding
                    common shares immediately before the additional common
                    shares are issued or sold plus the number of additional
                    common shares issued or sold.

          (d)  Provided that, for the purposes of this Paragraph (3)C, all
               common shares issuable upon conversion of all outstanding
               preferred and outstanding


                                        5



               convertible securities or exercise of outstanding options shall
               be deemed to be outstanding. Notwithstanding the foregoing, the
               adjusted conversion price shall not be less than the par value of
               the stock of the Company.

          (e)  For purpose of this Article, any new equity shares or
               equity-related securities as used in this Paragraph (3)C shall
               not include:

               (i)  up to 1,942,857 shares of the Company's common shares
                    (inclusive of options and warrants therefor), taking into
                    account stock splits, stock dividends or other similar
                    event, issued to employees, officers, directors,
                    contractors, advisors or consultants of the Company pursuant
                    to incentive agreements or incentive plans approved by the
                    Board or the shareholders, as the case may be;

               (ii) any securities issued upon the exercise, conversion or
                    exchange of any outstanding convertible securities, options
                    (including the 1,942,857 shares of common stock described in
                    sub-paragraph (3)C(e)(i) in connection with bona fide
                    employment-related share purchase or option plans) or
                    warrants;

               (iii) any securities issued in connection with any stock split,
                    stock dividend or other similar event in which the
                    shareholders are entitled to participate according to their
                    pro rata shares;

               (iv) any securities issued pursuant to the acquisition of another
                    corporation or entity by the Company or any of its
                    subsidiaries by consolidation, merger, purchase of assets or
                    businesses, or other reorganization approved in accordance
                    with Section 6.4(b) of the Preferred Stock Investors Rights
                    Agreement entered into as of ______ __, 2004, by and among
                    the Company, the Major Shareholders, and the holders of the
                    Series A Preferred Shares and Series B Preferred Shares
                    named therein ("Preferred Stock Investors Rights
                    Agreement"); or

               (v)  any securities issued pursuant to a Qualified IPO.

          (f)  No fractional shares shall be issued upon conversion of the
               Series A Preferred Shares. The total number of shares of common
               stock to be issued to each holder of Series A Preferred Shares
               upon such conversion shall be determined on the basis of the
               number of shares of common stock issuable upon conversion of the
               Series A Preferred Shares held by such holder at the time of such
               conversion.

     D.   To the extent permissible under Korean law, upon a Qualified IPO, the
          holders of Series A Preferred Shares shall be entitled to adjust the
          conversion ratio of


                                        6



          their Series A Preferred Shares so that upon conversion thereof, the
          number of shares of common stock that such holders of the Series A
          Preferred Shares would be entitled to shall be the greater of (i) the
          number of common shares to be issued upon the conversion of the Series
          A Preferred Shares, based on the then current conversion ratio and
          (ii) (KRW 4,550 per share plus interest accrued thereon at an annual
          rate of 4.42% from the Closing Date (as defined in the Preferred Stock
          Investors Rights Agreement) to the date of the Qualified IPO) divided
          by the offering price of the common stock in connection with such
          Qualified IPO.

(4)  Redemption.

     A.   The Series A Preferred Shares shall be redeemed by the Company out of
          the funds legally available for such purpose at the election of the
          holders of the Series A Preferred Shares at any time beginning from
          May 8, 2005. The redemption right by the holders of the Series A
          Preferred Shares under this Article shall terminate on the 10th
          anniversary of May 8, 2005.

     B.   The date of receipt of any notice (the "Series A Redemption Notice")
          evidencing a holder's election to redeem its Series A Preferred Shares
          provided pursuant to Paragraph (4)A above shall be the "Series A
          Redemption Notice Date." The Company shall, no later than thirty (30)
          days after the applicable Redemption Notice Date (the "Series A
          Redemption Date"), redeem all applicable shares of the Series A
          Preferred Shares (such redeemed shares being referred to as the
          "Series A Redemption Shares"), by paying in cash, out of funds legally
          available therefor, an amount equivalent to 5,180 Won for each Series
          A Preferred Share (the "Series A Series A Redemption Price");
          provided, however, that (i) each time there is a Downward Adjustment
          Event, the foregoing price of the Series A Preferred Share shall be
          downwardly adjusted, taking into account the number of Series A
          Preferred Shares increased as a result of the Downward Adjustment
          Event; and (ii) each time there is an Upward Adjustment Event, the
          foregoing price of the Series A Preferred Share shall be upwardly
          adjusted, taking into account the number of Series A Preferred Shares
          decreased as a result of the Upward Adjustment Event.

     C.   If the holders of the Series A Preferred Shares make an election to
          redeem their Series A Preferred Shares pursuant to the above
          provisions, each holder of the Series A Preferred Shares shall
          surrender its certificates representing the applicable Series A
          Redemption Shares to the Company together with the Series A Redemption
          Notice. From and after the Series A Redemption Date and the holders'
          receipt of the Series A Redemption Price, all rights of each holder
          with respect to such applicable Series A Redemption Shares shall cease
          and such Series A Preferred Shares shall not be deemed to be
          outstanding for any purpose whatsoever.


                                        7



     D.   For the purpose of determining whether funds are legally available for
          redemption of shares of the Series A Preferred Shares as provided
          herein, the Company shall value its assets in accordance with the
          generally accepted accounting practice of Korea. The redemption
          requirements provided herein shall be continuous, so that, if on a
          Series A Redemption Date such requirements shall not be fully
          discharged, without further action by any holder of the Series A
          Preferred Shares, funds legally available shall be applied therefor
          until such requirements are fully discharged. The Series A Preferred
          Shares requested to be redeemed but not so redeemed as a result of
          insufficient legally available funds shall remain outstanding and
          entitled to all rights and preferences provided herein until the
          Series A Redemption Price for such shares is fully paid.

     E.   In the event that the Company does not have sufficient dividendable
          profits to satisfy both the Series A Redemption Price and the Series B
          Redemption Price (as defined in sub-paragraph (4)B(b) of Article 7-2
          below), then the dividendable profits shall be allocated among the
          holders of the Series A Preferred Shares and the Series B Preferred
          Shares according to the following formulas:

          (a)  For each holder of the Series A Preferred Shares: Dividendable
               profits multiplied by (the Series A Redemption Price associated
               with such holder's Series A Preferred Shares divided by the sum
               of the aggregate Series A Redemption Price and the aggregate
               Series B Redemption Price).

          (b)  For each holder of the Series B Preferred Shares: Dividendable
               profits multiplied by (the Series B Redemption Price associated
               with such holder's Series B Preferred Shares divided by the sum
               of the aggregate Series A Redemption Price and the aggregate
               Series B Redemption Price).

     F.   Redemption upon Sale

     (a) In the event of a Sale (as defined below), the holders of Series A
Preferred Shares shall be entitled to cause the Company to redeem the Series A
Preferred Shares at the greater of (i) KRW 4,550 per share plus the amount
calculated by annual rate of 4.42% from the Closing Date (as defined in the
Preferred Stock Investors Rights Agreement) to the date of redemption; provided,
however, that (A) each time there is a Downward Adjustment Event, the foregoing
price of the Series A Preferred Shares shall be downwardly adjusted, taking into
account the number of shares of Series A Preferred Shares increased as a result
of the Downward Adjustment Event; and (B) each time there is an Upward
Adjustment Event, the foregoing price of the Series A Preferred Shares shall be
upwardly adjusted, taking into account the number of shares of Series A
Preferred Shares decreased as a result of the Upward Adjustment Event, or (ii)
what such holder would have received in connection with the Sale assuming
conversion of the Series A Preferred Shares at the then applicable conversion
ratio. For purposes of this Paragraph F, a "Sale" shall mean (i) a sale of all
or substantially all assets of the Company, (ii) a change of control of the
Company, or (iii) merger or consolidation of the Company. For purposes of


                                        8



          this Paragraph F, a "change of control" shall mean a transfer of
          outstanding equity securities representing in excess of 50% of the
          voting power of the Company but shall not include any transfer of
          shares among Tae Won Chey (Resident Registration No.: 601203-1047228)
          and SK Telecom Co., Ltd. ("the Major Shareholders") and/or their
          respective "affiliates" (as such term is determined by the Korean Fair
          Trade Commission from time to time); provided, however, the affiliate
          transferees agree to execute relevant documents and be bound by the
          terms and conditions applicable to the transferor under the Preferred
          Stock Investors Rights Agreement.

               (b) In the event that the Company does not have sufficient
          dividendable profits available for distribution in accordance with
          applicable law to pay the redemption amount set forth in subparagraphs
          7-1(4)F(a) and 7-2(4)C(b), then the dividendable profits shall be
          allocated among the holders of the Series A Preferred Shares and
          Series B Preferred Shares according to the following formulas:

               For each holder of the Series A Preferred Shares: such
               dividendable profits multiplied by (the aggregate redemption
               amount associated with such Holder's Series A Preferred Shares
               under subparagraph 7-1(4)F(a) divided by the sum of the
               redemption amounts payable to the holders of the Series A
               Preferred Shares and the Series B Preferred Shares, in the
               aggregate, pursuant to subparagraphs 7-1(4)F(a) and 7-2(4)C(b)).

               For each holder of the Series B Preferred Shares: such
               dividendable profits multiplied by (the aggregate redemption
               amount associated with such Holder's Series B Preferred Stock
               under subparagraph 7-2(4)C(b) divided by the sum of the
               redemption amounts payable to the holders of the Series A
               Preferred Stock and the Series B Preferred Stock, in the
               aggregate, pursuant to subparagraphs 7-1(4)F(a) and 7-2(4)C(b)).

          In such event, no payments or distributions shall be made to any
          securities junior to the Series A Preferred Shares and Series B
          Preferred Shares until the amounts due to the holders of the Series A
          Preferred Shares and Series B Preferred Shares under subparagraphs
          7-1(4)F(a) and 7-2(4)C(b) are satisfied in full.

               (c) At any time after [July 31, 2007], PIK interest shall accrue
          on any amount that the Company fails to redeem under this Article 7-1
          at a rate equal to twice the United States prime rate, as published by
          the Wall Street Journal on the date of the notice of redemption.

ARTICLE 7-2 CHARACTERISTICS OF SERIES B PREFERRED SHARES

(1)  Voting Rights and Dividend Preferences


                                        9



     A.   The Series B Preferred Shares, among the preferred shares to be issued
          by the Company, shall have voting rights. The Series B Preferred
          Shares shall be entitled to an annual per share dividend equal to 30%
          of the par value of the Series B Preferred Shares, payable when and if
          declared by the Board and the shareholders at a General Meeting of
          Shareholders of the Company.

     B.   The dividends would be non-cumulative and would be paid prior to
          payment of any dividend with respect to the common shares; provided,
          however, that the dividend priority of the Preferred Shares shall be
          the same. In the event that the distributable profits of the Company
          are insufficient to cover the Dividend Preference Amount, then such
          distributable profits shall be allocated among the holders of the
          Series A Preferred Share and the Series B Preferred Share on a pro
          rata basis.

     C.   After payment of the preferential dividend to the holders of the
          Preferred Shares, any further dividends would be paid pari passu to
          the holders of the Preferred Shares and common shares on a pro rata
          basis. For purposes of dividends on the common shares issued upon
          conversion of the Series B Preferred Shares, it shall be deemed that
          such common shares was issued at the end of the immediately preceding
          fiscal year of the Company.

(2)  Liquidation Preferences

     A.   Upon liquidation or dissolution of the Company, the holders of Series
          B Preferred Shares shall be entitled to be preferentially paid out of
          the Distributable Assets, (a) an amount equal to [KRW ____________
          (US$ 25 MILLION TIMES THE KRW/USD EXCHANGE RATE EQUAL TO THE AVERAGE
          OF THE "TT BID" AND "TT SALE" PRICES AVERAGED OVER THE 30 DAYS ENDING
          AS TO THE DATE OF THE IRA, AS PUBLISHED BY THE KOREA EXCHANGE BANK
          DIVIDED BY TOTAL NUMBER OF SHARES OF SERIES B PREFERRED SHARES] per
          share multiplied by the number of Series B Preferred Shares owned by
          such holder of Series B Preferred Shares plus (b) any declared but
          unpaid dividends on the Series B Preferred Shares, for each Series B
          Preferred Share (the "Series B Liquidation Preference"); provided,
          however, that (i) each time there is a Downward Adjustment Event, the
          foregoing price of the Series B Preferred Shares shall be downwardly
          adjusted, taking into account the number of Series B Preferred Shares
          increased as a result of the Downward Adjustment Event; and (ii) each
          time there is an Upward Adjustment Event, the foregoing price of the
          Series B Preferred Shares shall be upwardly adjusted, taking into
          account the number of Series B Preferred Shares decreased as a result
          of the Upward Adjustment Event.

     B.   The liquidation priority of the Preferred Shares shall be pari passu.
          In the event that the Distributable Assets are insufficient to pay
          both the Series A Liquidation Preference and the Series B Liquidation
          Preference, then the Distributable Assets


                                       10



          shall be allocated in accordance with the provisions of Paragraph (2)B
          of Article 7-1.

     C.   After the payment of all preferential amounts required to be paid to
          the holders of the Preferred Shares upon the liquidation or
          dissolution of the Company, all of the remaining Distributable Assets
          shall be distributed ratably among the holders of the Company's common
          stock.

(3)  Conversion.

     A.   The Series B Preferred Shares issued by the Company may be converted
          into the common shares at the conversion rate of one Series B
          Preferred Share to one (1) common share, upon request by holders of
          such Series B Preferred Shares. Request for such conversion may be
          made at any time from the date of issuance of such Series B Preferred
          Shares; provided, however, that the provisions of Paragraph (3)C of
          Article 7-1 shall apply mutatis mutandis to the adjustment of the
          conversion ratio or the conversion price of the Series B Preferred
          Shares.

     B.   Notwithstanding the provisions of Paragraph (3)A above, in the event
          (i) of the completion of a Qualified IPO, or (ii) the holders of a
          majority of the outstanding shares of Series B Preferred Shares
          provide their consent, the Series B Preferred Shares issued by the
          Company shall be automatically converted into common shares at the
          conversion rate of one Series B Preferred Share to one common share;
          provided, however, that that the provisions of Paragraph (3)C of
          Article 7-1 shall apply mutatis mutandis to the adjustment of the
          conversion ratio or the conversion price of the Series B Preferred
          Shares.

     C.   To the extent permissible under Korean law upon a Qualified IPO, the
          holders of Series B Preferred Shares shall be entitled to adjust the
          conversion ratio of their Series B Preferred Shares so that upon
          conversion thereof, the number of common shares that such holders of
          the Series B Preferred Shares would be entitled to shall be the
          greater of (i) the number of common shares to be issued upon the
          conversion of the Series B Preferred Shares, based on the then current
          conversion ratio and (ii) (KRW ___________ (US$18.5 MILLION TIMES THE
          KRW/USD EXCHANGE RATE EQUAL TO THE AVERAGE OF THE "TT BID" AND "TT
          SALE" PRICES AVERAGED OVER THE 30 DAYS ENDING AS TO THE DATE OF THE
          IRA, AS PUBLISHED BY THE KOREA EXCHANGE BANK DIVIDED BY TOTAL NUMBER
          OF SHARES OF SERIES B PREFERRED SHARES) plus interest accrued thereon
          at an annual rate of 4.42% from the date of issuance of such Series B
          Preferred Shares to the date of the Qualified IPO) divided by the
          offering price of the common shares in connection with such Qualified
          IPO.

(4)  Redemption.


                                       11



     A.   The Series B Preferred Shares shall be redeemed by the Company out of
          the funds legally available for such purpose at the election of each
          of the holders of the Series B Preferred Shares at any time beginning
          from the earlier of (i) the third anniversary of the date of issuance
          of such Series B Preferred Shares or (ii) the date upon which any
          shares of the Series A Preferred Shares are redeemed. The redemption
          right by the holders of the Series B Preferred Shares under this
          Article shall terminate 10 years from the date of issuance of the
          Series B Preferred Shares ("Redemption Deadline").

     B.   The date of receipt of any notice (the "Series B Redemption Notice")
          evidencing a holder's election to redeem its Series B Preferred Shares
          provided pursuant to Paragraph (4)A above shall be the "Series B
          Redemption Notice Date". The Company shall, no later than thirty (30)
          days after the applicable Redemption Notice Date (the "Series B
          Redemption Date"), redeem all applicable shares of the Series B
          Preferred Shares (such redeemed shares being referred to as the
          "Series B Redemption Shares"), by paying in cash, out of funds legally
          available therefor, an amount set forth below:

          (a)  If the Series B Preferred Shares are redeemed on or prior to the
               third anniversary of the date of issuance of such Series B
               Preferred Shares, such Series B Preferred Shares shall be
               redeemed by the Company at a price of 5,180 Won per share;
               provided, however, that (i) each time there is a Downward
               Adjustment Event, the foregoing price of the Series B Preferred
               Shares shall be downwardly adjusted, taking into account the
               number of shares of Series B Preferred Shares increased as a
               result of the Downward Adjustment Event; (ii) each time there is
               an Upward Adjustment Event, the foregoing price of the Series B
               Preferred Shares shall be upwardly adjusted, taking into account
               the number of shares of Series B Preferred Shares decreased as a
               result of the Upward Adjustment Event and (iii) if less than one
               hundred percent (100%) of the Series A Preferred Shares is being
               redeemed, the Company shall be required to redeem only the same
               percentage of Series B Preferred Shares, with each holder of the
               Series B Preferred Shares able to redeem a number of shares equal
               to such percentage of the total number of shares of the Series B
               Preferred Shares. For the avoidance of doubt, no interest shall
               accrue under sub-paragraph (4)B(b) of this Article 7-2 below on
               any amount redeemed on or prior to the third anniversary of the
               date of issuance of such Series B Preferred Shares.

          (b)  If the Series B Preferred Share is redeemed after the third
               anniversary of the date of issuance of such Series B Preferred
               Shares, such Series B Preferred Share shall be redeemed by the
               Company at a price of [KRW _____________(US$ 21.06 MILLION TIMES
               THE KRW/USD EXCHANGE RATE EQUAL TO THE AVERAGE OF THE "TT BID"
               AND "TT SALE" PRICES AVERAGED OVER THE 30 DAYS ENDING AS TO THE
               DATE OF THE IRA, AS PUBLISHED BY THE


                                       12



               KOREA EXCHANGE BANK DIVIDED BY TOTAL NUMBER OF SHARES OF SERIES B
               PREFERRED STOCK] per share (the "Series B Redemption Price");
               provided, however, that (i) each time there is a Downward
               Adjustment Event, the Series B Redemption Amount of the Series B
               Preferred Shares shall be downwardly adjusted, taking into
               account the number of shares of Series B Preferred Shares
               increased as a result of the Downward Adjustment Event; and (ii)
               each time there is an Upward Adjustment Event, the Series B
               Redemption Amount of the Series B Preferred Shares shall be
               upwardly adjusted, taking into account the number of shares of
               Series B Preferred Shares decreased as a result of the Upward
               Adjustment Event.

          (c)  If the Series B Preferred Shares are redeemed after the third
               anniversary of the date of issuance of such Series B Preferred
               Shares ("Third Anniversary Redemption Date"), each holder of
               Series B Preferred Shares shall be entitled to redeem one-third
               (1/3) of the Series B Preferred Share (together with any accrued
               interest thereon pursuant to sub-paragraph (4)B(d) below, held by
               such holder of the Series B Preferred Shares as of the date of
               issuance of such Series B Preferred Shares, during each
               twelve-month period following the Third Anniversary Redemption
               Date up to the Redemption Deadline.

          (d)  Payment-in-kind, or "PIK" interest shall accrue at an annual rate
               of 4.42% on two-thirds (2/3) (no interest shall accrue on the
               remaining one-third (1/3) Series B Redemption Price) of the
               Series B Redemption Price (together with any interest accrued
               thereon, the "2/3 Redemption Price") beginning on the Third
               Anniversary Redemption Date and ending on the first anniversary
               thereof ("Fourth Anniversary Redemption Date"). Interest on
               one-half (1/2) of the 2/3 Redemption Price shall accrue at an
               annual rate of 4.42% beginning on the date following the Fourth
               Anniversary Redemption Date and ending on the first anniversary
               thereof. No interest shall accrue on any Series B Redemption
               Price after the second anniversary of the Third Anniversary
               Redemption Date.

     C.   Redemption upon Sale

          (a)  To the extent permissible under Korean law, the holders of Series
               B Preferred Share shall be entitled to redeem until the
               Redemption Deadline the Series B Preferred Share in the event of
               a Sale (as defined below). For purposes of this Paragraph, a
               "Sale" shall mean (i) a sale of all or substantially all assets
               of the Company, (ii) a change of control of the Company, or (iii)
               merger or consolidation of the Company, without the approval of
               the Board and the consent of at least two-thirds (2/3) of the
               outstanding shares of the Series B Preferred Share. For purposes
               of this Paragraph, a "change of control" shall mean a transfer of
               outstanding equity securities representing in excess of 50% of
               the voting power of the


                                       13



               Company but shall not include any transfer of shares among Major
               Shareholders and/or to their respective "affiliates" (as such
               term is determined by the Korean Fair Trade Commission from time
               to time); provided, however, the affiliate transferees agree to
               execute relevant documents and be bound by the terms and
               conditions applicable to the transferor under that certain
               Preferred Stock Investors Rights Agreement.

          (b)  If the Series B Preferred Shares are redeemed upon a Sale, such
               Series B Preferred Shares shall be redeemed by the Company at the
               greater of (i) [US$ 18.5 MILLION TIMES THE KRW/USD EXCHANGE RATE
               EQUAL TO THE AVERAGE OF THE "TT BID" AND "TT SALE" PRICES
               AVERAGED OVER THE 30 DAYS ENDING AS OF THE DATE OF THIS
               AGREEMENT, AS PUBLISHED BY THE KOREA EXCHANGE BANK DIVIDED BY
               TOTAL NUMBER OF SERIES B PREFERRED STOCK] plus the amount
               calculated by annual rate of 4.42% from the date of issuance of
               such Series B Preferred Stock to the date of redemption;
               provided, however, that (A) each time there is a Downward
               Adjustment Event, the foregoing price of the Series B Preferred
               Stock shall be downwardly adjusted, taking into account the
               number of shares of Series B Preferred Stock increased as a
               result of the Downward Adjustment Event; and (B) each time there
               is an Upward Adjustment Event, the foregoing price of the Series
               B Preferred Stock shall be upwardly adjusted, taking into account
               the number of shares of Series B Preferred Stock decreased as a
               result of the Upward Adjustment Event, or (ii) what such holder
               would have received in connection with the Sale assuming
               conversion of the Series B Preferred Stock at the then applicable
               conversion ratio.

          (c)  Subparagraph 7-1(4)F(b) shall be applied in the event that the
               Company does not have sufficient dividendable profits available
               for distribution in accordance with applicable law to pay the
               redemption amount set forth in subparagraph (b) above.

          (d)  At any time after [July 31, 2007], PIK interest shall accrue on
               any amount that the Company fails to redeem under this Article
               7-2 at a rate equal to twice the United States prime rate, as
               published by the Wall Street Journal on the date of the notice of
               redemption.

     D.   If the holders of the Series B Preferred Shares make an election to
          redeem their Series B Preferred Shares pursuant to the above
          provisions, each holder of the Series B Preferred Shares shall
          surrender its certificates representing the applicable Series B
          Redemption Shares to the Company together with the Series B Redemption
          Notice. From and after the Series B Redemption Date and the date of
          the holders' receipt of the full Series B Redemption Price, all rights
          of each holder with respect to such applicable Series B Redemption
          Shares shall cease and such Series B Preferred Shares shall not be
          deemed to be outstanding for any purpose whatsoever.


                                       14



     E.   For the purpose of determining whether funds are legally available for
          redemption of shares of the Series B Preferred Shares as provided
          herein, the Company shall value its assets in accordance with the
          generally accepted accounting practice of Korea. The redemption
          requirements provided herein shall be continuous, so that, if on a
          Series B Redemption Date such requirements shall not be fully
          discharged, without further action by any holder of the Series B
          Preferred Shares, funds legally available shall be applied therefor
          until such requirements are fully discharged. The Series B Preferred
          Shares requested to be redeemed but not so redeemed as a result of
          insufficient legally available funds shall remain outstanding and
          entitled to all rights and preferences provided herein until the
          Series B Redemption Price for such shares is fully paid.

     F.   In the event that the Company does not have sufficient dividendable
          profits to pay both the Series A Redemption Price and the Series B
          Redemption Price, then the dividendable profits shall be allocated
          among the holders of the Series A Preferred Shares and the Series B
          Preferred Share in accordance with the provisions of Paragraph (4)E of
          Article 7-1.

ARTICLE 8. SHARE CERTIFICATES

All shares to be issued by the Company shall be registered common shares, Series
A Preferred Shares and Series B Preferred Shares. Share certificates shall be
issued by the Company in eight denominations: one (1), five (5), ten (10), fifty
(50), one hundred (100), five hundred (500), one thousand (1,000) and ten
thousand (10,000).

ARTICLE 9. NON-ISSUANCE OF SHARE CERTIFICATES

At the request of a shareholder, the Company shall not issue share certificates
for all or part of the shares owned by such shareholder.

ARTICLE 10. PRE-EMPTIVE RIGHTS

(1)  Each holder of the Series A Preferred Shares or each holder of the Series B
     Preferred Shares, and each of the Major Shareholders (each, a
     "Participation Rights Holder") shall have the right of participation to
     purchase its Pro Rata Share (as defined in sub-paragraph (A) below), of all
     (or any part) of any New Securities (as defined in sub-paragraph (B) below)
     that the Company may from time to time issue (the "Right of
     Participation").

     A.   Pro Rata Share. A Participation Rights Holder's "Pro Rata Share" for
          purposes of the Right of Participation is the following ratio:


                                       15



          the number of equity shares of the Company held by such Participation
          Rights Holder (assuming full conversion of the Preferred Shares held
          by such Participation Rights Holder, if such Participation Rights
          Holder is a holder of the Preferred Shares) divided by all equity
          shares of the Company issued and outstanding (assuming full conversion
          of all Preferred Shares issued and outstanding at the time of issuance
          of the New Securities by the Company, but excluding shares issuable
          upon the exercise of outstanding options).

     B.   New Securities. "New Securities" shall mean any Preferred Shares or
          any other equity and equity-related securities of the Company, whether
          now authorized or not, and rights, options or warrants to purchase
          such Preferred Shares or securities of any type whatsoever that are,
          or may become, convertible or exchangeable into such Preferred Shares
          or other securities of the Company, provided, however, that the term
          "New Securities" shall not include:

          (i)  up to 1,942,857 shares of the Company's common shares (inclusive
               of options or warrants therefore), taking into account share
               splits, share dividends or other similar event, issued to
               employees, officers, directors, contractors, advisors or
               consultants of the Company pursuant to incentive agreements or
               incentive plans approved by the Board or the shareholders, as the
               case may be;

          (ii) any Series A Preferred Shares issued under the Series A Preferred
               Stock Purchase Agreement dated as of May 8, 2002, by and among
               the Company, Nokia Venture Partners II, LP and NVP Affiliates
               Fund II, LP, as such agreement may be amended from time to time;

          (iii) any Series B Preferred Shares issued under the Acquisition
               Agreement dated as of May __, 2004, by and among the Company,
               WiderThan.com USA, Inc., Ztango, Inc., SJ Park, and the
               Participating Ztango Stockholders, as such agreement may be
               amended from time to time;

          (iv) any securities issued in connection with any stock split, stock
               dividend or other similar event in which the Participation Rights
               Holders are entitled to participate according to their Pro Rata
               Share;

          (v)  any securities issued upon the exercise, conversion or exchange
               of any outstanding convertible securities, options (including the
               1,942,857 shares of common stock described in sub-paragraph
               (2)B(i) in connection with bona fide employment-related share
               purchase or option plans) or warrants;

          (vi) any securities issued pursuant to the acquisition of another
               corporation or entity by the Company or any of its subsidiaries
               by consolidation, merger, purchase of assets or businesses, or
               other reorganization approved in accordance with Section 6.4(b)
               of the Preferred Stock Investors Rights Agreement; or


                                       16



          (vii) any securities issued pursuant to a Qualified IPO.

ARTICLE 10-1. STOCK OPTIONS

(1)  The Company may grant stock options to its officers and employees within
     the scope of 10/100 of the total number of issued and outstanding shares by
     special resolution adopted at the General Meeting of Shareholders.

(2)  The officers and employees of the Company who have contributed the
     establishment of the Company or the innovations in management or technology
     of the Company, or who have the capability to make such contribution, can
     be granted stock options, except for the following persons:

     (i)  a shareholder who holds 10/100 or more of the total outstanding shares
          of the Company excluding the shares without voting rights;

     (ii) a person who practically exercises his influence over important
          matters relating to the management of the company such as the
          appointment or dismissal of directors and auditors and the like; or

     (iii) the spouse, lineal ascendants or descendents of the person provided
          in above (i) and (ii).

(3)  The shares to be delivered by exercising the stock option (in the case that
     any difference between the exercise price of stock option and the market
     price of stock is compensated by cash or treasury stock, such shares mean
     the shares which are the basis for calculation of such difference) shall be
     registered common stocks.

(4)  The number of stock options granted to any one officer or employee shall
     not exceed 10/100 of the total number of issued and outstanding shares of
     the Company.

(5)  The exercise price per share of stock options and any adjusted exercise
     price per share after stock options are granted shall not be less than
     either of the following:

     (A)  In the event that new shares are issued, the larger amount of (i) the
          fair value of such shares as of the date the stock options are granted
          and (ii) the par value of such shares; or

     (B)  In the event that the Company is transferring treasury shares, the
          fair value as of the date the stock options are granted.


                                       17



(6)  The stock option may be exercised within ten (10) years from the second
     anniversary of the special resolution granting such stock option adopted at
     the General Meeting of Shareholders.

(7)  The stock option may be exercised by a person who has served more than two
     (2) years from the date of the General Meeting of Shareholders granting
     such stock option; provided, however, if such a person deceases, retires or
     resigns due to any cause not attributable to such person within such two
     (2) years, such person or his/her heir, as the case may be, may exercise
     the stock option.

(8)  With respect to the payment of dividends on the shares issued upon exercise
     of stock option, Article 10-2 shall apply mutatis mutandis.

(9)  The granted stock option may be cancelled and revoked by the resolution of
     the Board in any of the following cases:

     (i)  In case the concerned officer or employee retires, at will, from the
          Company, after being granted stock options;

     (ii) In case the concerned officer or employee intentionally or
          inadvertently causes a material damages to the Company after being
          granted stock options;

     (iii) In case the Company is not able to issue or transfer shares upon
          exercise of stock option due to its bankruptcy, dissolution, etc.; or

     (iv) In case there occurs any cancellation event set forth in stock option
          agreements.

ARTICLE 10-2. BASIS FOR CALCULATION OF DIVIDENDS ON NEW SHARES

In the event that Company issues new shares by a rights issue, bonus issue or
stock dividend, for the purpose of distributing dividends on such newly-issued
shares, such newly-issued shares shall be deemed to have been issued at the end
of the fiscal year immediately preceding the fiscal year during which such
newly-issued shares are issued.

ARTICLE 11. SHARE ISSUANCE AT MARKET VALUE

The Company may issue all or part of its new shares at the market value, and the
issuance price shall be determined by the resolution adopted at the meeting of
the Board.

ARTICLE 12. ALTERATION OF ENTRY

(1)  The Company shall designate a transfer agent for stock.

(2)  The appointment, office, and the scope of the activities of the transfer
     agent shall be determined by the resolution of the Board and shall be
     publicly notified.

(3)  The Register of Shareholders or its copies shall be kept at the business
     place of the


                                       18



     transfer agent. Transfer agent shall handle the matters pertaining to stock
     such as change of shareholder's name, registration or cancellation of
     pledge, creation or cancellation of marks for property in trust, issuance
     of stock certificates, and receipts of reports.

(4)  The procedures for the duties prescribed in Paragraph 3 above shall be
     subject to the provisions of the Regulation on Transfer Agency Service for
     Securities.

ARTICLE 13. REGISTRATION OF PLEDGE AND INDICATION OF SECURITY INTEREST

A person who intends to register pledge on or indicate security interest
attached to the shares of the Company shall submit the relevant stock
certificates to the transfer agent, together with the application form sealed
and signed by such person. The same shall apply in case of cancellation of such
registration or indication.

ARTICLE 14. REISSUANCE OF SHARE CERTIFICATES

(1)  Any person desiring to receive new share certificate(s) due to defacement
     or damage or as a result of the partition or consolidation of the person's
     share(s) shall submit an application in such form as may be prescribed by
     the Company to the transfer agent together with the share certificate(s).

(2)  In case the share certificate(s) is lost, the application for the new
     certificate(s) must be submitted to the transfer agent together with an
     original or copy of the judgment of nullification thereof.

ARTICLE 15. CLOSING OF SHAREHOLDERS' REGISTER AND RECORD DATE

(1)  Each year for a period from the day immediately following the last day of a
     fiscal year until the adjournment of the Ordinary General Meeting of
     Shareholders pertaining to such fiscal year, which period shall be no
     longer than 60 days, the Company shall suspend any entry in the
     Shareholders' Register of any alteration in the shareholder's name,
     registration or de-registration of pledges, or recordation or
     de-recordation of trust shares.

(2)  The Company shall allow the shareholders who are recorded as shareholders
     in the Shareholders' Register as of the last day of each fiscal year to
     exercise their rights pertaining to the shares at the Ordinary General
     Meeting of Shareholders for such fiscal year.

(3)  In the event that an Extraordinary General Meeting of Shareholders is
     convened, or if otherwise necessary, the Company may suspend, with two (2)
     weeks' prior notice, entries of alterations in the Shareholders' Register
     for a certain period not exceeding one (1) month by a Board resolution or
     deem the shareholders whose names appear in the


                                       19



     Shareholders' Register as of the date set by a Board resolution (the
     "record date") to be the shareholders entitled to exercise the rights
     pertaining to the shares; provided, however, that, if the Board deems it
     necessary, the Company may suspend any entry in the Shareholders' Register
     including entries involving a change in a shareholder's name, and adopt the
     record date at the same time.

ARTICLE 16. REPORTING OF ADDRESSES, NAMES AND SEALS OR SIGNATURES OF
SHAREHOLDERS

(1)  Shareholders and registered pledgees shall submit to the transfer agent
     (Article 12) of their names, addresses, and seals or signature, etc.

(2)  Shareholders and registered pledgees who reside in foreign countries may
     appoint their agents and notify the Company and transfer agent of their
     agents and the places in Korea to which notices should be sent.

(3)  The same requirement shall apply in the event of any changes in matters
     referred to in Paragraphs 1 and 2 above.

(4)  The Company shall not be held responsible for any loss or damage to the
     shareholders and pledgees when such loss or damage is caused by their fault
     or negligence in complying with the provisions of this Article 16.

                               CHAPTER III. BONDS

ARTICLE 17. ISSUANCE OF CONVERTIBLE BONDS

(1)  The Company may issue convertible bonds in the aggregate face amount not
     exceeding ten billion (10,000,000,000) Won to persons other than the
     shareholders by a resolution of the Board, in any case of the following:

     (i)  Where the Company issues convertible bonds by way of a public
          offering;

     (ii) Where the Company issues convertible bonds to foreigners for business
          necessity of the Company in accordance with the Foreign Investment
          Promotion Act;

     (iii) Where the Company issues convertible bonds to its affiliated
          companies for the purpose of introducing technology;

     (iv) Where the Company issues convertible bonds to the domestic and/or
          foreign financial institutions in order to finance the Company in the
          emergent cases; or

     (v)  Where the Company issues offshore convertible bonds in accordance with
          Article 192 of the Securities and Exchange Act.

(2)  Notwithstanding Paragraph 1 of this Article 17, Participation Rights
     Holders shall have the right of participation to purchase its Pro Rata
     Share of all (or any part) of the convertible bonds the Company issues,
     except the convertible bonds issued pursuant to


                                       20



     the acquisition of another corporation or entity by the Company by
     consolidation, merger, purchase of assets or businesses, or other
     reorganization approved in accordance with Section 6.4(b) of the Preferred
     Stock Investors Rights Agreement.

(3)  Convertible bonds mentioned in Paragraph 1 of this Article 17 may, by
     resolution of the Board, be issued with their conversion rights limited to
     a certain portion of the issue price.

(4)  The shares to be issued upon conversion shall be common shares. The
     conversion price, which shall not be less than the par value of the shares,
     shall be determined by resolution of the Board at the time of issuance of
     the convertible bonds.

(5)  The provisions of Article 10-2 shall apply mutatis mutandis to the payment
     of dividends on the shares issued upon conversion and the payment of
     interest on the convertible bonds.

ARTICLE 18. ISSUANCE OF BONDS WITH WARRANTS

(1)  The Company may issue bonds with warrants in the aggregate face amount not
     exceeding ten billion (10,000,000,000) Won to persons other than the
     shareholders by a resolution of the Board, in any of the following events:

     (i)  Where the Company issues bonds with warrants by way of a public
          offering;

     (ii) Where the Company issues bonds with warrants to foreigners for
          business necessity of the Company in accordance with the Foreign
          Investment Promotion Act;

     (iii) Where the Company issues bonds with warrants to its affiliated
          companies for the purpose of introducing technology;

     (iv) Where the Company issues bonds with warrants to the domestic and/or
          foreign financial institutions in order to finance the Company in the
          emergent cases; or

     (v)  Where the Company issues offshore bonds with warrants in accordance
          with Article 192 of the Securities and Exchange Act.

(2)  Notwithstanding Paragraph 1 of this Article 18, Participation Rights
     Holders shall have the right of participation to purchase its Pro Rata
     Share of all (or any part) of the bonds with warrants the Company issues,
     except the bonds with warrants issued pursuant to the acquisition of
     another corporation or entity by the Company by consolidation, merger,
     purchase of assets or businesses, or other reorganization approved in
     accordance with Section 6.4(b) of the Preferred Stock Investors Rights
     Agreement.

(3)  The amount of new shares which can be subscribed for by the holders of the
     bonds with warrants shall be determined by the Board; provided, however,
     that the aggregate par value of such new shares shall not exceed the
     aggregate face value of the bonds with warrants.


                                       21



(4)  The shares to be issued upon exercise of warrants shall be common shares.
     The exercise price, which shall not be less than the par value of the
     shares, shall be determined by resolution of the Board at the time of
     issuance of the bonds with warrants.

(5)  The provisions of Article 10-2 shall apply mutatis mutandis to the payment
     of dividends on the shares issued upon exercise of warrants and the payment
     of interest on the bonds with warrants.

CHAPTER IV. GENERAL MEETING OF SHAREHOLDERS

ARTICLE 19. TYPES OF GENERAL MEETINGS OF SHAREHOLDERS

(1)  The shareholders meetings of the Company shall be in two types: (i)
     Ordinary General Meeting of Shareholders; and (ii) Extraordinary General
     Meeting of Shareholders.

(2)  The Ordinary General Meeting of Shareholders shall be held within three (3)
     months after the end of each fiscal year and the Extraordinary General
     Meeting of Shareholders may be convened whenever deemed necessary.

ARTICLE 20. CONVENING OF GENERAL MEETINGS OF SHAREHOLDERS

(1)  The General Meeting of Shareholders shall be convened by each of the
     Representative Directors in accordance with the resolution of the Board
     unless otherwise provided by laws.

(2)  In the event that the Representative Directors are unable to perform
     his/her duty, the provisions of Paragraph (3)C of Article 35 shall be
     applied mutatis mutandis.

ARTICLE 21. NOTICE OF CONVENING OF MEETING AND PUBLIC NOTICE

When convening a shareholders meeting, each shareholder shall be notified of the
date, place, and agenda of the meeting in writing or electronic mail two weeks
prior to the date of the meeting.

ARTICLE 22. PLACE OF MEETING

The General Meetings of Shareholders shall be convened at the head office or at
a nearby location, if necessary.

ARTICLE 23. CHAIRMAN


                                       22



The Representative Director determined by the Board as the Chairman
Representative Director of the Company shall act as Chairman at a General
Meeting of Shareholders of the Company. In the event that the Chairman
Representative Director cannot attend the meeting, the other Representative
Director shall act as Chairman. If none of the Representative Directors can act
as Chairman, the provisions of Paragraph (3)C of Article 35 shall be applied
mutatis mutandis.

ARTICLE 24. MAINTENANCE OF ORDER BY CHAIRMAN

(1)  The Chairman at a General Meeting of Shareholders may order a person, who
     intentionally speaks or acts to prevent deliberations of the meeting or who
     disturbs public order of the meeting, to stop or retract his/her speech or
     to leave the place of the meeting, and such person shall comply with the
     Chairman's order.

(2)  The Chairman at a General Meeting of Shareholders may limit the time and
     number of shareholders' speeches when it is necessary for the smooth
     deliberations of the meeting.

ARTICLE 25. VOTING

Each shareholder shall have one (1) vote per each share.

ARTICLE 26. VOTING BY PROXY

(1)  A shareholder may exercise his/her voting rights by proxy.

(2)  The holder of a proxy referred to in the above Paragraph 1 shall submit a
     certificate evidencing his/her power of representation (a power of
     attorney) before the convening of the General Meeting of Shareholders.

ARTICLE 27. METHOD OF RESOLUTION

All resolutions of the General Meeting of Shareholders, except as otherwise
provided by the relevant laws, shall be adopted if the approval of a majority
vote of the shareholders present at such meeting is obtained and such majority
also represents at least one-fourth (1/4) of the total issued and outstanding
voting shares.

ARTICLE 28. MINUTES OF MEETING

(1)  The substance of proceedings at a General Meeting of Shareholders and the
     results thereof shall be recorded in the minutes of the meeting, which
     shall bear the names and the seals or signatures of the Chairman and
     Directors present at the meeting.

(2)  The Company shall translate the minutes of the shareholders meetings from
     Korean into English.


                                       23



CHAPTER V. BOARD OF DIRECTORS AND STATUTORY AUDITOR

ARTICLE 29. NUMBER OF DIRECTORS AND STATUTORY AUDITOR

The number of Directors of the Company constituting the entire Board shall be
seven(7), and the number of Statutory Auditors shall be at least one (1).

ARTICLE 30. ELECTION OF DIRECTORS

(1)  The Directors shall be elected at the General Meeting of Shareholders.

(2)  The Directors shall be elected at a General Meeting of Shareholders by the
     affirmative vote of shareholders representing at least a majority of the
     voting shares present at the meeting and at least one-fourth (1/4) of the
     total number of voting shares issued and outstanding.

(3)  The Directors may be standing Directors or non-standing Directors.

ARTICLE 31. ELECTION OF STATUTORY AUDITOR

(1)  The Statutory Auditors shall be elected at the General Meeting of
     Shareholders.

(2)  The Statutory Auditors shall be elected at a General Meeting of
     Shareholders by the affirmative vote of shareholders representing at least
     a majority of the voting shares present at the meeting and at least
     one-fourth (1/4) of the total number of voting shares issued and
     outstanding. In electing the Statutory Auditors, each shareholder who holds
     voting shares exceeding three-one hundredths of the total number of shares
     issued (excluding the number of non-voting shares), may not exercise
     his/her voting rights with respect to such excess shares.

ARTICLE 32. TERM OF OFFICE OF DIRECTORS

The term of office of a Director including the Representative Director shall be
three (3) years; provided, however, that, if the term of office expires after
the end of a fiscal year but before the Ordinary General Meeting of Shareholders
convened with respect to such fiscal year, the term of office shall be extended
into the close of such General Meeting of Shareholders.


                                       24



ARTICLE 33. TERM OF OFFICE OF STATUTORY AUDITOR

The term of office of a Statutory Auditor shall be from the date of inauguration
to the closing of the Ordinary General Meeting of Shareholders convened in
respect of the last term of settlement of accounts within three (3) years of his
inauguration.

ARTICLE 34. VACANCIES IN OFFICES OF DIRECTORS AND STATUTORY AUDITORS AND
BY-ELECTION

(1)  In the event that any Director or Statutory Auditor falls into any of the
     following, the offices of such Director or Statutory Auditor shall be
     deemed vacant:

     (i)  Where a Director or Statutory Auditor deceases;

     (ii) Where a Director or Statutory Auditor is declared bankrupt;

     (iii) Where a Director or Statutory Auditor is adjudged incompetent or
          quasi-incompetent; or

     (iv) Where a Director or Statutory Auditor is punished by imprisonment.

(2)  In the event of any vacancy in the office of Director or Statutory Auditor
     during a term of office, a substitute Director or Statutory Auditor shall
     be elected at the Extraordinary General Meeting of Shareholders.

(3)  The term of office of the Directors and Statutory Auditors elected to fill
     the vacancy or to increase the number of directors and auditor shall be
     three (3) years from the date of appointment by such election.

ARTICLE 35. DUTIES OF DIRECTORS

(1)  The Company shall elect at least two Representative Directors among the
     Directors by a resolution of the Board. Such Representative Directors shall
     represent the Company and shall execute general matters of the Company.

(2)  The directors shall assist the Representative Directors, and shall perform
     their respective duties as determined by the Board.

(3)  In the absence of Representative Directors, the next person in the order of
     priority, as determined in advance by the Board, shall perform the duties
     of the Representative Directors in lieu of the absent Representative
     Directors.

ARTICLE 36. DUTIES OF STATUTORY AUDITOR

(1)  The Statutory Auditors shall examine the accounts and investigate business
     and financial conditions of the Company. The Statutory Auditors may examine
     the accounting materials to be submitted to the General Meeting of
     Shareholders by the Directors and


                                       25



     may attend and express their opinion at the General Meeting of Shareholders
     (or the Board).

(2)  The Statutory Auditors may request the convening of an Extraordinary
     General Meeting of Shareholders by submitting a written document specifying
     the agenda of the meeting and the reason for such convening to the Board.

ARTICLE 37. REMUNERATION AND RETIREMENT ALLOWANCE FOR DIRECTORS AND STATUTORY
AUDITORS

(1)  The maximum remuneration to be paid to the Directors and the remuneration
     to be paid to the Statutory Auditors shall be determined separately by
     resolution adopted at the General Meeting of Shareholders.

(2)  Retirement Allowance to be paid to the Directors and Statutory Auditors
     shall be determined in accordance with the Regulations on Officer and
     Director Remuneration which have been approved at the General Meeting of
     Shareholders.

ARTICLE 38. COMPOSITION OF THE BOARD OF DIRECTORS

(1)  The Board shall consist of Directors and shall resolve all important
     matters relating to the affairs of the Company. Regarding the Chairman of
     the Board, Article 23 shall be applied mutatis mutandis.

(2)  The Company may appoint Observers. The Observer shall be entitled to attend
     the meetings of the Board and the committees thereof in a non-voting,
     observer capacity.

ARTICLE 39. CONVENING OF MEETING OF THE BOARD OF DIRECTORS

(1)  Meetings of the Board shall be convened at least once in any quarter.

(2)  A meeting of the Board may be called by any of the Representative
     Directors, or any Director if such Director is authorized to call such
     meeting by the Board.

(3)  Notice of a meeting of the Board shall be dispatched to each Director with
     a written agenda at least ten (10) days prior to the date set for the
     meeting.

(4)  Such notice period in the above Paragraph 3 may be shortened with the
     consent of all Directors.

ARTICLE 40. METHOD OF RESOLUTION OF THE BOARD OF THE DIRECTORS

(1)  A resolution of the Board shall be adopted by the presence of a majority of
     the directors in offices and by the affirmative votes of a majority of the
     directors present at the meeting.


                                       26



(2)  A Director having a special interest with respect to the resolution of the
     Board shall not exercise his/her voting right.

(3)  The Board may allow all or part of the directors to participate in
     resolutions by the videoconferencing method where every one is able to
     transmit and receive images and voices at the same time, without having to
     present at meetings. A director who participates in the meeting by
     videoconferencing shall be deemed as to be present at the meeting.

(4)  Meetings of the Board shall be held in English with an English-language
     record thereof.

ARTICLE 41. MINUTES OF MEETINGS OF BOARD OF DIRECTORS

The agenda, results of the meeting of the Board, the names of any dissenters and
reasons for their dissention shall be recorded in the minutes of the meeting in
English, and the Directors and the Statutory Auditor auditors present at the
meeting shall write their names and affix their seals or execute such minutes.

CHAPTER VI. ACCOUNTING

ARTICLE 42. FISCAL YEAR

The fiscal year of the Company shall commence on January 1 and end on December
31 of each year.

ARTICLE 43. PREPARATION AND KEEPING OF FINANCIAL STATEMENTS AND BUSINESS REPORTS

(1)  The Representative Director of the Company shall prepare the following
     documents, the supplementary documents thereof and the business report at
     least six (6) weeks before the date of the Ordinary General Meeting of
     Shareholders, shall receive an approval of the Board and an audit thereof
     by the Statutory Auditors, and shall submit the following documents and the
     business report to the Ordinary General Meeting of Shareholders:

     (i)  Balance Sheets;

     (ii) Statements of Profit and Loss; and

     (iii) Statements of Appropriation of Retained Earnings or Deficit.

(2)  The Representative Director shall keep the documents described in Paragraph
     1 above and the supplementary documents thereof together with the business
     report and the audit report, at the head office of the Company for five (5)
     years and copies of all of such documents at the branches of the Company
     for three (3) years, beginning from one (1) week before the day of the
     Ordinary General Meeting of Shareholders.


                                       27



(3)  Immediately after the document referred to in Paragraph 1 above have been
     approved at the General Meeting of Shareholders, the Representative
     Director shall prepare the balance sheets and give public notice thereof.

ARTICLE 44. APPOINTMENT OF EXTERNAL AUDITORS

With respect to appointing external auditors, the Company shall obtain approval
of the External auditor Appointment Committee (or the Audit Committee) pursuant
to the provisions of the Act on External Audit of Stock Companies and shall
report appointment of external auditors at the first ordinary shareholders'
meeting after appointment.

ARTICLE 45. DISPOSITION OF PROFITS

The Company shall dispose of the unappropriated retained earnings as of the end
of each fiscal year as follows:

     (i)  earned surplus reserves (required to be one-tenth or more of cash
          dividends paid for the pertinent fiscal year);

     (ii) other statutory reserves;

     (iii) dividends;

     (iv) discretionary reserves;

     (v)  merits bonuses for officer and Directors;

     (vi) other appropriations of earned surplus; and

     (vii) retained earnings carried forward to next fiscal year.

ARTICLE 46. DIVIDEND

(1)  Dividends of profits may be paid to the shareholders in either cash or
     shares.

(2)  Dividends mentioned in Paragraph (1) above shall be paid to the
     shareholders or registered pledgees in the Shareholders' Register of the
     Company as of the last day of each fiscal year.

(3)  The right to claim for dividends shall expire if such right is not
     exercised for five (5) consecutive years. Any dividends that have not been
     claimed for five (5) consecutive years shall belong to and be retained by
     the Company.

                      CHAPTER VII. SUPPLEMENTARY PROVISIONS

ARTICLE 47. FIRST FISCAL YEAR


                                       28



The first fiscal year of the Company shall be from the date of incorporation to
December 31 of the same year.

ARTICLE 48. OBLIGATIONS NOT TO DISCLOSE CONFIDENTIAL INFORMATION

(1)  Any current or former employee of the Company shall not disclose or abuse
     any confidential information acquired or obtained during the course of, and
     in connection with, his employment.

(2)  If any current or former officer and/or Director of the Company discloses
     or abuses any information related to the management of the Company, such
     officer and/or Director shall be liable for any damages arising from or in
     connection with such disclosure or abuse.

ADDENDA

ARTICLE 1. EFFECTIVE DATE

This Articles of Incorporation shall come into force as of June 16, 2000.

ARTICLE 2. COMPANY'S REGULATIONS

Any regulations of the Company, which are necessary for management and promotion
of the Company's business, shall be enforced as approved by the Board.

ARTICLE 3. OTHER MATTERS NOT COVERED

Any matters which are not addressed in these Articles of Incorporation shall be
decided in accordance with the resolution adopted at the General Meeting of
Shareholders, the Commercial Code, and the other relevant laws.

Addendum

This Articles of Incorporation shall be effective as of March 24, 2001.

Addendum

This Articles of Incorporation shall be effective as of May 15, 2002.

Addendum

This Articles of Incorporation shall be effective as of March 28, 2003.

Addendum

This Articles of Incorporation shall be effective as of July 28, 2003. However,
this Article (7-1 Characteristics of Series A Preferred Shares) of Incorporation
shall be effective as of August 28, 2003

Addendum

This Articles of Incorporation shall be effective as of ________ __, 2004.


                                       29

EX-10.5

                                                                    Exhibit 10.5

                                 LEASE AGREEMENT



- --------------------------------------------------------------------------------
CONFIRMATION OF EXECUTION

:  I hereby enter into this agreement based on full understanding of its
   provisions.

   [] Any verbal agreement not stipulated in this lease agreement shall be
invalid.

   [] Any payment in relation to this agreement must be deposited with a bank
account designated by the lessor. I may not claim the effect of any payment made
otherwise.

                        Lessee    Widerthan.Com Company
                               ----------------------------
- --------------------------------------------------------------------------------



                     K1 Corporate Restructuring Real Estate
                        Investment Trusts Company, Ltd.



                                 LEASE AGREEMENT

This Lease Agreement on the leased property specified in the Article 1, entered
into Between K1 Corporate Restructuring Real Estate Investment Trusts
Company (hereinafter referred to as the "Lessor" or "K1"), and WiderThan.Com
Company (hereinafter referred to as the "Lessee"), witness as follow

Article [Property for lease] The lessor shall lease the property for lease
contemplated by this agreement to the lessee, who shall in turn pay the
consideration for such lease, pursuant to the Article 3.



- --------------------------------------------------------------------------------
    Location            Chungjung-ro 3Ga 463, Seodaemun-gu, Seoul
- --------------------------------------------------------------------------------
                     
Name of building        K1 REIT Building
- --------------------------------------------------------------------------------
Space for lease         14th, 15th, 16th, and 17th floor of the same
                        building (a total of 4 floors)
- --------------------------------------------------------------------------------
Area of leased space    5715.63 m(2)(1,728.97 pyong)          Type        Office
- --------------------------------------------------------------------------------


Article 2 [Term of the lease agreement] The term of this lease agreement shall
be from October 11, 2003 through October 10, 2006. However, unless intention of
termination is notified by either party by 3 months prior to the expiration of
this agreement, the term of this agreement shall be automatically extended for
one year.

Article 3 [Deposit] (1) The lessee shall deposit a leasehold deposit with no
interest to the lessor as follow:



- --------------------------------------------------------------------------------
                        Amount                                   Date of payment
- --------------------------------------------------------------------------------
                                                           
Initial payment     KRW 100,000,000                                2003.10.17.
- --------------------------------------------------------------------------------
Interim payment     KRW 330,000,000                                2003.10.31.
- --------------------------------------------------------------------------------
Final payment       KRW 382,610,000                                2003.11.24.
- --------------------------------------------------------------------------------
Total deposits      KRW 812,610,000
- --------------------------------------------------------------------------------


(2) In the event that the lessee fails to pay the rent, maintenance expense and
other expenses within the due date, the lessor may deduct such expenses/fees
from the leasehold deposit on his discretion to collect the rent or other
expense receivable.


(3) The lessee may not substitute the leasehold deposit for monthly rent,
maintenance fees and other expenses; the lessee may not assign his right to the
leasehold deposit to a third party, nor put a lien or pledge on the leasehold
deposit.

Article 4 [Rent] The lessee shall pay the monthly rent of KRW 81,261,000 (KRW
47,000 per pyong) to the lessor on the 5th day of each month (In case that the
due date falls on a bank holiday, the due date shall be the next day; the first
rent shall be paid in advance on the first day this lease agreement becomes
effective). (Value-added tax is a separate.)

Article 5 [Maintenance expense] The lessee shall pay KRW 43,224,000(KRW 25,000
per pyong) as the building maintenance expense, on the 5th day of each month
(In case that the due date falls on a bank holiday, the due date shall be the
next day; the first maintenance fee shall be paid in advance on the first day
this lease agreement becomes effective). For maintenance of special facilities,
including digital sign board, computer equipment, air conditioners/heating
system, installed independently by the lessee, and wastes (e.g. waste disposal
from furniture and fixtures, and construction materials, etc), the lessor shall
charge the relevant maintenance expense to the lessee on out-of-pocket basis,
and the lessee shall pay such maintenance expense to the lessor by the date
specified by the lessor. However, although the lessor may only charge the
quantifiable expenses, e.g. electricity bill, without prior discussion,
regarding the expenses not quantifiable, the lessor shall discuss with the
lessee before billing. (Value-Added tax is a separate.)

Article 6 [Method of payment] The amount due pursuant to the Article 3,4,5 and 8
of this agreement shall be paid via depositing to a bank account designated by
the lessor; in case that the lessee made payment in method other than above, he
may not claim the effectiveness of such payment. The lessor shall make notice of
the bank account to which such payment shall be deposited to the lessee before
the due date.

Article 7 [Adjustment of leasehold deposit, rent and maintenance expenses] The
leasehold deposit, rent and maintenance expenses (including the fees payable in
advance) pursuant to the Article 3,4 and 5 of this agreement shall be increased
beginning on 11th day of October each year, automatically at a rate agreed
between


the lessor and lessee at the time of executing this agreement. However, in the
event that adjustment of amount is deemed necessary in consideration of
inflation of the consumer price in the previous year, prevailing lease rates of
comparable nearby buildings, trend of urban development in the region, and
remarkable change in economic conditions, the rate of increase shall be adjusted
upon mutual discussion.

Article 8 [Calculation of rent/maintenance fees, penalty for delayed payment]
(1) The calculation of the rent and maintenance fees pursuant to the Article 4
and 5 shall begin on the date this agreement becomes effective, regardless of
whether the lessee actually uses the property for lease contemplated by this
agreement.

(2) In the event that the lease pursuant to this agreement commences or is
terminated in the middle of a month, the amount of rent and maintenance fee
shall be calculated on a daily basis.

(3) In the event that the lessee delays the payment of leasehold deposit, rent
or maintenance fee, he shall pay the delay penalty equivalent to an interest on
the delayed portion calculated at the annual rate of 18%.

(4) The lessor may, for the purpose of urging the lessee to pay the delayed rent
or maintenance fee, restrict the use of public facilities inside the leased
building, or restrict the use of other facilities, such as air conditioner,
electricity and water supply. In such event, the lessee may not raise any
objection to lessor's action.

(5) The order of payment by the lessee shall be: delay penalty, parking lot
fee, maintenance expense, rent, and leasehold deposit.

Article 9 [Use of parking lot] 1 The lessee may park 8 vehicles per leased floor
(a total of 32 vehicles), free of charge.

2 In case the lessee wishes to park vehicles in excess of those mentioned above,
he shall pay a monthly parking fee of KRW 150,000(exclusive of value-added tax)
per vehicle in advance.

Article 10 [Assignment or sublease] (1) The lessee may not, without lessor's
prior written consent, assign his rights under this agreement to a third party,
engage in any activities of disposition, including put a lien or pledge on a
leased property, or sublease all or part of the property for lease contemplated
by this agreement.

(2) The lessee may not, without lessor's prior written consent, have a third
party other


than the lessee use the property for lease contemplated by this agreement or
attach a third party's title to the right to the property.

Article 11 [Right of use of the property for lease] (1) In leasing the property
for lease contemplated by this agreement, the lessee shall acquire right to use
the property in question by completing the full payment of the leasehold
deposit.

(2) With respect to the property for lease, the lessee may not claim any rights
other than the right to occupy and use as the lessee.

(3) The lessee may not use the property for lease in question for any purpose
other than business office.

(4) The lessor may restrict operation of elevators, air conditioners, and supply
of water/electricity during the hours other than those of normal business
operation hours (from 8:00 AM to 7:00 PM of days other than legal holidays and
Sundays, and from 8:00 AM to 3:00 PM on Saturday). However, in case stipulated
otherwise by Maintenance Agreement, the definitions of normal operation hours
and non-operation days shall follow the provisions of such Maintenance
Agreement.

(5) In the event that the lessee requests, in written form, extension of hours
for use of facilities (lighting and air-conditioning/heating equipment etc.),
including those in customer-service space beyond normal operating hours, the
lessor shall comply with such requests, to the extent they do not obstruct the
maintenance of the building. In such case, the lessee shall pay the lessor the
extra expense related to the extension of usage hours.

Article 12 [Obligation of notification] In the event that any of the events
described below occurs, the lessee shall immediately make notice to the lessor,
with attachment of relevant documents.

1. Change of address, company name, or representative

2. Change of entity's status (e.g. from private to corporate entity or vice
versa)

3. Material changes that would have effect on the lease agreement in the
commercial registry

Article 13 [Method of notification or direction] Any directions or notifications
by the lessor, pursuant to the provisions of this agreement, shall have effect
when delivered to the lessee or user of the lessee via written or verbal
communication.


Article 14 [Protection of property] (1) During the period of this agreement,
responsibilities of thorough safety management on the property of lessee shall
lie with the lessee; the lessor shall not bear any liabilities for damage or
loss of the property of the lessee.

(2) The lessor may hire and manage security guard(s) for the purpose of guarding
corridors and other public facilities within the building.

(3) The lessee may, at his own expense, insure the property for lease
contemplated by this agreement against potential disasters, such as fire,
electricity accident and earthquake, during the period of this agreement; the
lessee may, at his own expense, enter into a business discontinuance insurance
policy, which guarantees against any business loss resulting from the property
damage, or pay the premium of such insurance policy to the lessor. The lessor
shall not be liable for contingent loss for damage of leased property or loss of
revenue resulting from accident to the property, except those covered by the
insurance policy.

In the event that insurance premium born by the lessor described in the
paragraph 3 above increases as a result of activity of the lessee or facilities
installed by the lessee, such increased portion shall be born by the lessee.

Article 15 [Restrictions] The lessee shall not conduct following activities
within the property for lease contemplated by this agreement.

1. Installing signboard or other advertising materials which would arise
unpleasant feeling to the public or obstructing facilities for common use;
leaving its inventories in common areas

2. Bringing in or keeping in dangerous substances, such as explosives,
substances noxious to human body, materials that might provoke unpleasant
feeling or damage the property, or other materials prohibited by the lessor.

3. Breeding animals except aquarium fish, or any other activities that might
provoke unpleasant feeling or disgust other lessee(s)

4. Installing lodging facilities, or any other activities of using the leased
property for purposes other than those specified in this agreement

5. Dealing with or selling materials or products defined by relevant authorities
as unlawful, within the leased property

6. Installing vending machine or selling liquor or other beverages without
consent of the lessor

7. Any other business activities that would breach the objectives of this lease


agreement

Article 16 [Taxes and dues] Any value-added taxes resulting from this
agreement shall be born by the lessee. However, portion of value-added tax on
the leasehold deposit, which would be deemed as part of rent, shall be borne by
the lessor.

Any taxes and dues imposed on facilities or equipment installed as necessitated
by the lessee, shall be born by the lessee.

Article 17 [Adding or modifying facilities in the leased property] If the
lessee wishes to add or modify facilities in the leased property, he shall make
request to the lessor providing layouts and specifications, and obtain the
approval in advance. Upon the approval of the lessor, the lessee may conduct the
following activities at his own expense. However, for the purpose of
universality of building facilities, the supervision of relevant work may be
conducted by the lessor or a supervisor designated by the lessor.

1. Installing or modifying interior design, partitions or advertising equipment
in the leased property

2. Installing or relocating power supplies (high or low voltage electricity)
other than those already installed, installing telephone lines, or
installing/relocating/expanding/alteration water supply facilities

3. Installing temperature/dampness controlling facilities in the leased property
for the purpose of operating IT room

Article 18 [Repair] o The cost of repair on the walls, floors and ceilings of
the leased property, resulting from damage, abrasion, or decolorization, shall
be born by the lessor. However, the cost of repairing the portion of the
property modified as necessitated by the lessee, and the cost of repair
resulting from negligence or necessity of the lessee shall be born by the
lessee.

o In the event that the lessee finds a spot in need of repair pursuant to the
paragraph 1 above, he shall notify it to the lessor immediately. In case that
the lessee wishes to repair on his own, he shall discuss with the lessor in
advance.

o In the event that a damage was resulted by the negligence of the lessee and
repair is deemed inevitable by the lessor for the purpose of maintaining the
building, the lessor may perform necessary repair after discussing with the
lessee, and charge actual cost to the lessee. In such case, the lessee shall pay
the repair cost.


Article 19 [Investigation right and access right] o If it is acknowledged
that the lessee is likely to breach the terms of the agreement in material
degree, or cause serious damage to the reputation or credit status of the
lessor, the lessor may conduct investigation on the lessee, who shall comply
with lessor's request for investigation.

o In the event that the lessor requests the lessee to authorize his access to
the leased property for the purpose of management (e.g. maintenance of the
building, operation of facilities, inspection, fire/crime prevention, rescue
activities, and/or sanitation measures), the lessee shall comply with such
request, if there is no particular reason for otherwise.

o In the event that a emergency occurs and there is no time for request for
access, the lessor may access the leased property despite the absence of the
lessee, to counter such emergency and the lessee comply with this

Article 20 [Damage compensation and indemnification of the lessee] o The
lessee shall duly manage the leased property and other property borrowed from
the lessor with faith.

o In the event that damage or loss is incurred by the lessor or a third party as
a result of negligence or deliberate misconduct of the lessee, including its
employees or visitors, the lessee shall immediately notify it to the lessor, and
compensate for the damage incurred by the lessor and/or a third party, or
recuperate the original state.

o The calculation of the amount of damage mentioned in the paragraph 2 above
shall follow the method determined by the lessor, in accordance with the market
value at the time of compensation. For any delay of such damage compensation,
provisions of Article 8.4 shall apply.

o The lessor shall not be liable for damage or loss incurred by the lessee or a
third party as a result of reasons beyond his control (e.g. earthquake, flood,
war, riot and other causes defined by the law as force majeure) or reasons not
attributable to the lessor.

Article 21 [Change of lessor] The effect of this agreement shall survive any
changes in the ownership or management right in relation to the property for
lease defined by the Article 1. However, the lessor shall notify such change to
the lessee immediately.


Article 22 [Return of the leasehold deposit] o Upon termination of this lease
agreement, and upon the return of the leased property by the lessee, the lessor
shall return the leasehold deposit to the lessee immediately. However, any rent
or maintenance fees left shall be deducted from the leasehold, and the lessor
shall return the deposit after reviewing the recovery of original state
mentioned in the Article 25.

o In regard to the paragraph 1 above, for the expenses (e.g. maintenance fees)
that usually cannot be calculated until the date of evacuation of the leased
property, the lessor shall deduct the amount twice as much as the maintenance
fee of the previous month, and make settlement afterwards.

Article 23 [Lessor's right to terminate the agreement] In the event listed
below, the lessor may terminate the agreement immediately without notice to the
lessee despite provisions of Article 24.2 and 24.3, and take necessary legal
measures to evacuate the leased property. In this case, the fact that the lessor
keeps the leasehold deposit in his custody may not constitute any reason or
excuse for lessee's refusal to evacuate the building.

1. When the lessee has failed to pay the full amount of leasehold deposit to the
lessor by the date this agreement becomes effective.

2. When the lessee has delayed the payment of rent, maintenance fees or other
expenses for more than 2 months.

3. When the lessee has assigned his right to claim for the leasehold deposit to
a third party, or placed collateral on it.

4. When a third party seize, or puts under provisional seizure or disposition,
the leasehold deposits; or when it is acknowledged that further enforcement of
this agreement is impossible due to reasons attributable to the lessee, e.g.
court ruling for incompetency, quasi-incompetence, bankruptcy, reorganization,
etc.

5. When property of the lessee is seized or put under provisional disposition,
court-ordered auction or bankruptcy application.

6. When it is acknowledged that the lessee cannot continue to comply with this
agreement due to serious changes in his assets, credit status, or business
operation.

7. When the lessee does not comply with lessor's request to discuss adjustment
of the rent and others pursuant to the Article 7.


Article 24 [Termination of the agreement] o In the event that the lessee
terminates this agreement before the agreement becomes effective, the earnest
deposit paid by the lessee shall belong to the lessor, as penalty for breach of
the contract.

o In the event that either party wishes to terminate the agreement in the middle
of the contract period, he shall notify to the other party the date of
termination by no later than 6 months prior to date of termination in written
form.

o In case such notice is made in written form within 6 months prior to the
originally scheduled date of termination, the date that 6 month has lapsed from
date of notice shall be the date of contract termination.

o In the event that the agreement is terminated before expiration of this
agreement for reasons specified in Article 23.2 through 23.8 or paragraph 2 of
this Article, a party responsible for such termination shall pay the amount
mutually agreed to the other party as compensation for damage.

o Despite paragraph 2 and 3 of this Article, the lessor may not terminate this
agreement for 2 years and 6 months after this agreement becomes effective,
unless there is reasons attributable to the lessee as described in the Article
23.

Article 25 [Recovery of original state and evacuation] o Upon expiration or
termination of this agreement, the lessee shall take his belongings out of the
leased property, and return all of the leased property to the lessor.

o Upon evacuation, the lessee shall recover, at his own expense, original state
of all internal facilities, partitions, interior/exterior wall or any other
structures that have been modified by the lessee or different from the original
state and obtain confirmation and approval of the lessor. Any expense related to
investigation to verify the recovery works shall be born by the lessee.

o If evacuation and recovery of original state are not completed within 14 days
following the expiration or termination of the lease agreement, the lessor may
recover the original state on his own and move property of the lessee to other
place, such as warehouse. In such case, all expenses related to recovery of
original state, transportation and warehousing shall be born by the lessee. The
lessor may charge 18% of interest on the leasehold deposit for the period from 3
days after the termination of the agreement until evacuation/recovery of
original state is completed, deducting it from the leasehold deposit to return
to the lessee.

o In regard to the property kept in custody pursuant to the paragraph above, the
lessor may dispose such property in appropriate manner and receive any proceed,


with lapse of certain period after making notice to the lessee.

o In the event that the lessor requests to execute 'the memorandum of compromise
prior to lawsuit' In regard to this lease agreement, the lessee shall comply
with such request. Any related expenses shall be shared equally between both
parties.

Article 26 [Manager] o In order to ensure proper management of the leased
property and the building, the lessor may appoint its affiliate or a qualified
third party as manager.

o The manager mentioned in the paragraph above shall have same rights and
obligations as the lessor, as representative of the lessor.

Article 27 [Maintenance rules] The lessor or manager may establish, enforce
and/or abolish the maintenance rules in order to ensure efficient maintenance of
the building. Such maintenance rules shall be regarded as a part of this
agreement. However, this agreement shall precede such maintenance rules.

Article 28 [Issues other than stipulated by this agreement] Any issues or
disputes not stipulated by this agreement shall be settled by faithful
discussion between the lessee and lessor, in accordance with rules and
regulations of Republic of Korea and general practice of lease transactions.

Article 29 [Criteria of interpretation] In case that this agreement is prepared
both in Korean and foreign language, and should any dispute or question arise in
relation to the provisions of this agreement, the Korean version shall precede
any other version prepared in foreign language.

Article 30 [Jurisdiction] The district court having jurisdiction over the
location of the building shall have jurisdiction over any legal action
instituted in relation to this agreement. (Seoul District Court).

In WITNESS WHEREOF, each of the lessor and lessee has reviewed the terms of this
agreement above, and caused this lease agreement to be executed by signing. Each
party shall retain a signed copy of this agreement.


                                                              October ----, 2003




                     
                        Address: Samsung-dong 144-25, Gangnam-gu, Seoul
Lessor                  Name: K1 Corporate Restructuring Real Estate
                        Investment Co.

                                     /s/ Lee, Ho-gil
                                     -----------------------
                                     CEO Lee, Ho-gil
                                     Corporate registration No. 110111-2616534

                        Address: Yuksam-dong 720-4, Gangnam-gu, Seoul
Lessee                  Name: WiderThan.Com Co.

                                     /s/ Jin Woo So
                                     -----------------------
                                     CEO Jin Woo So
                                     Corporate registration number:
                                     110111-1998701



Change of address of lessee
Address:
Contact no.:


                          SPECIAL AGREEMENT PROVISIONS
                          ----------------------------

Article 1 [Definitions] The definitions used in this special agreement are as
follow:

     1. "Main agreement" refers to the provisions of the lease agreement,
excluding the special agreement provisions

     2. "Special agreement provisions" refers to those stipulated by this
special agreement, other than the main agreement, but constitutes part of the
lease agreement.

Article 2 [Effect of the special agreement] This special agreement provision
shall precede the main agreement.

Article 3 [Change of title] In the event that the lessor assigns its title to
the leased property to a real estate investment company (including union of
promoters) as defined by Act on Real Estate Company or any other party that he
chooses without changing any conditions that have been stipulated by the main
agreement and special agreement provisions, the assignee shall automatically
succeed this lease agreement, provided that the lessor makes written notice to
the lessee. In such case, the lessee shall not raise any objection.

Article 4 [Method of securing the leasehold deposit] The lessor shall, upon the
lessee's request, put the leasehold deposit right as a guarantee on repayment of
the leasehold deposit paid by the lessee pursuant to the Article 3. However, any
cost related to put of the leasehold deposit right shall be born by the lessee,
and cost related to removal of the leasehold deposit right shall be born by the
lessor.

Article 5 [Rate of increase] The rate of increase in leasehold deposit, rent
and maintenance fees, to be separately agreed between the lessor and lessee
pursuant to the Article 7 of the main agreement, shall be finalized at 5%.

Article 6 [Damage compensation] The amount of damage compensation, which was to
be separately agreed between the lessor and less pursuant to the Article 24.4 of
the main agreement, shall be finalized at a total of 3-month rent. In the event
that a party notifies the other party of the termination of the agreement after
2-year lapse from the date this agreement has become effective, this provision
shall not apply.


Article 7 [Free Rent] The lessee may use the leased property until November
24, 2003 (45 days) free of charge, for the purpose of facility installation
and/or other interior construction (waiver of rent pursuant to the Article 4 of
the main agreement). However, the lessee shall still pay the maintenance fees
during such period.

Article 8 [Recovery of original state] The lessee shall occupy the common
corridors at 14th and 17th floor in current condition. Despite the provision
of the Article 25.2, the lessee shall not be obliged to recover the original
state upon termination of the agreement.

EX-10.6

                                                                    Exhibit 10.6

                          AMENDMENT ON LEASE AGREEMENT
                          ----------------------------

     This is an agreement (the "Agreement") between K-1 Corporate Restructuring
Real Estate Investment Trusts Company, Ltd. (the "Lessor") and WiderThan Co.,
Ltd. (the "Lessee") to amend the agreement (the "Lease Agreement") dated October
11, 2003, on leasing of K1 REIT building (463, Chungjeong-ro 3-ga, Saedaenum-go,
Seoul, Korea) (the "Leased Building") as follows.

1. Clause 1 (Specifications of the Leased Building)

The Lessor agrees to lease the Leased Building specified below to the Lessee and
Lessee agrees to lease the Leased Building from the Lessor.



- --------------------------------------------------------------------------------
    Address        463, Chungjeong-ro 3-ga, Saedaenum-go, Seoul, Korea
- --------------------------------------------------------------------------------
                
  Name of the      K1 REIT Building (Previously Regent Fire & Marine Insurance
   building        Building)
- --------------------------------------------------------------------------------
    Floors         5 floors (14th, 15th, 16th, 17th and 3rd floor)
- --------------------------------------------------------------------------------
     Area          7,209.42 m(2) (2,180.84 pyong)        Purpose        Business
- --------------------------------------------------------------------------------
 

2. Clause 3. (Leasehold deposit)

1) The Lessee agrees to deposit interest-free leasehold deposit to the Lessor as
below. Full amount must be paid before the lease period starts.



- --------------------------------------------------------------------------------
  Lease Deposit                     Amount                       Payment date
- --------------------------------------------------------------------------------
                                                          
 Existing deposit        W 812,610,000                           Already paid
- --------------------------------------------------------------------------------
Additional deposit       W 212,378,000                          Date of signing
- --------------------------------------------------------------------------------
     Total               W 1,024,988,000
- --------------------------------------------------------------------------------



3. Clause 4 (Rent)

The Lessee will pay W 102,498,000 (W 47,000 per pyong) excluding VAT(Value Added
Tax) every month to the Lessor as rent.

4. Clause 5 (Maintenance expenses)

1) The Lessee will pay W 54,520,000 (W 25,000 per pyong) excluding VAT every
month to the Lessor as fixed maintenance expenses.

5. Clause 9 (Usage of parking lots)

The Lessee can use 40 parking lots (8 per floor) for free. The Lessee agrees to
abide by the Parking Lot Management Rules set by the Lessor separately.

6. This Agreement will take effect on April 21, 2004. Additional area on the 3rd
floor will be subject to below rent and maintenance expenses.

1) Maintenance expenses for 3rd floor will be applied starting June 1, 2004.

2) Rent for 3rd floor will be applied starting July 1, 2004.

Items not discussed in this Agreement will be regulated by the original Lease
Agreement and other amendments to the Lease Agreement.


In witness whereof, the undersigned, being duly authorized by their respective
Parties, have signed this agreement. This agreement is drafted and signed in
duplicate copies, both copies being equally authentic, and each copy shall be
kept by each party.



                                                                   2004. 04. 21.


              

Lessor           Name: K-1 Corporate Restructuring Real Estate Investment
                 Trusts Company, Ltd.
                 Address: 14F/Sins Tower, 144-25 Samsung-dong, Kangnam-gu, Seoul
                 /s/ Lee, Ho-gil
                 Lee, Ho-gil, CEO
                 Corporate registration number: 110111-2616534

Lessee           Name: WiderThan Co., Ltd.
                 Address: 463 Chungjeong-ro 3-ga, Seodaemun-gu, Seoul
                 /s/ Jin Woo So
                 Jin Woo So, CEO
                 Corporate registration number: 110111-1998701

EX-10.7

                                                                    Exhibit 10.7

                            SHARE PURCHASE AGREEMENT

By signing this contract, _____ (the "Seller") agrees to sell the shares of
WiderThan Co., Ltd. (the "Company") held by the Seller to _____ ("the
Purchaser") under the following conditions.

1 (Object)

The Seller agrees to sell ___ shares of common stock, par value Won 500 per
share of the Company (the "Shares") to the Purchaser under the conditions set
forth in this document.

2 (Purchase price)

The Shares will be purchased at a purchase price of Won 500 per share, which
aggregates to Won ___ in total (the "Purchase Price").

3 (Payment)

The Purchaser will pay the Purchase Price to the Seller no later than _____ in
cash.

4 (Transfer of shareholder name)

4.1 The Seller immediately transfers all the rights as a shareholder to the
Purchaser when the Purchase Price is paid to the Seller under the clause 3.

4.2 The Purchaser will apply for the transfer of shareholder name with the
Company and the Seller will provide necessary assistance to such process.


5 (Tax and Commissions)

All the tax and commissions including share transfer tax relating to the
agreement and execution of this contract will be respectively paid by each party
with adherence to legal obligations and liabilities.

6 (Resolution of disputes)

The Seller and the Purchaser will put their efforts to solve any dispute arising
from or in connection with this contract in an amicable manner. Any dispute,
controversy or claim not solved in [a friendly terms] will be referred to and
finally


resolved under the jurisdiction of Seoul District Court.

In witness whereof, the undersigned, being duly authorized by their respective
Parties, have signed this agreement. This agreement is drafted and signed in
duplicate copies, both copies being equally authentic, and each copy shall be
kept by each party.




                                                                  Date 200 . . .

                                    

Seller                                 Purchaser
Name                                   Name
                           (sign)                                     (Sign)
- ---------------------------            -------------------------------
Resident Registration Number:          Resident Registration Number:


- ---------------------------            -------------------------------
Address:                               Address:


- ---------------------------            -------------------------------

EX-10.8

                                                                    Exhibit 10.8

                     AGREEMENT ON SHARE TRANSFER RESTRICTION

WiderThan Co., Ltd. (the "Company") and _____ (the "Shareholder") agrees on the
restriction on transfer of shares of the Company which is held by or will be
obtained by the Shareholder through right issue, bonus issue, employee share
ownership association, stock dividends, stock option and other sources not
specified (the "Shares").

     1. The Shareholder must notify and obtain approval from the Company prior
     to transfer of the Shares.

     2. The Company may provide the right of first refusal at par value to the
     Company or to a person designated by the Company on the Shares which the
     Shareholder intends to transfer, except when reason of share transfer is
     unavoidable such as inheritance.

     3. The Shareholder agrees that in case the Shareholder quits the Company
     before termination of this agreement, the Company may decide the Shares to
     be transferred to a third party at par value.

     4. This contract will be terminated 3 years after the agreement has been
     signed. However, if the Company is listed in domestic or foreign stock
     exchange before the termination, this agreement will be effective until the
     time of listing.

     5. The Shareholder will be liable for all the civil claims and liabilities
     in case the Shareholder fails to comply with the conditions set forth in
     this contract.

     In witness whereof, the undersigned, being duly authorized by their
     respective Parties, have signed this agreement. This agreement is drafted
     and signed in duplicate copies, both copies being equally authentic, and
     each copy shall be kept by each party.


                                                                         200 . .

                                      

Company                                  Shareholder
WiderThan Co., Ltd.                      Name:
- --------------------------                     -------------------------
463 Chungjeong-ro 3-ga,                  Address:
Seodaemun-gu, Seoul
WiderThan Co., Ltd.
CEO Sangjun Park

EX-10.9

                                                                    Exhibit 10.9

                       AGREEMENT OF RIGHT OF FIRST REFUSAL

WiderThan Co., Ltd. (the "Company") and _____________ ("Shareholder") have
agreed on the conclusion of the right of first refusal of the shares of the
Company held by the Shareholder (the "Shares") as the following:

1.   Definitions

     (1)  The "Shares" refer to common shares of the Company held by the
          Shareholder.

     (2)  The "Expected Transaction Price" refers to the price at which the
          Shareholder intends to transfer the Shares to a third party.

     (3)  The "Right of First Refusal" refers to the right of the Company to
          have priority over others in purchasing the Shares held by the
          Shareholder.

2.   Scope of agreement

     (1)  In case the Shareholder intends to transfer all or a part of the
          Shares to a third party, the Shareholder must notify the Company of
          the Expected Transaction Price, transferee, and transaction timing in
          advance.

     (2)  The Company can purchase the Shares from the Shareholder or designate
          an entity to purchase the Shares at the Expected Transaction Price
          prior to purchase by any other entities.

     (3)  The Company must notify the Shareholder whether it would exercise or
          waive the right of first refusal within two weeks from the date the
          Shareholder notified the Company of the transfer of the Shares.

     (4)  In case the Company notified its willingness to exercise the Right of
          First Refusal, the Company or the entity designated by the Company
          shall immediately conclude a share purchase agreement with the
          Shareholder and make payment for the Shares.

                                       1


     (5)  In case the Company waives its Right of First Refusal, the Shareholder
          should transfer to intending purchaser(s) all or a part of the Shares
          at a price no less than the Expected Transaction Price previously
          notified to the Company.


3.   Application for Shareholder name transfer

     (1)  In case the Shareholder signs a share purchase agreement with a third
          party after the Company's waiver of right of first refusal, the
          Shareholder shall submit copies of the share purchase agreement and
          payment receipt to the Company within one week of the execution of the
          agreement and receipt of the payment, and the third party shall apply
          for shareholder name transfer with the Company.

4.   Execution

     (1)  In case the Company or the Shareholder violates this agreement, the
          violating entity shall be responsible for all civil liabilities.

5.   Interpretation

Any discrepancies in interpretation of this agreement or matters not mentioned
in this agreement shall be resolved by an agreement between the Shareholder and
the Company.

6.   Effective date and termination

     This agreement shall become effective on the signing date of both parties.
     This agreement shall be terminated when the common shares of the Company
     are listed on domestic or foreign stock exchange.

7.   Confidentiality

     (1)  The Parties of the agreement shall not disclose any information

                                       2


          regarding the existence of this agreement, the contents, or the share
          transaction to a third party unless it is required by the law or the
          regulatory body or a written consent is received from the other side
          of the Parties.

     (2)  In addition, during the course of share transaction, the Shareholder
          must secure insider information of the Company from the counterpart of
          the transaction or the third party.

8.   Resolution of disputes

The Parties shall make efforts to resolve any disputes related to this agreement
in an amicable manner. Unsettled disputes will be resolved under the
jurisdiction of the Seoul District Court.

In witness whereof, the undersigned, being duly authorized by their respective
Parties, have signed this agreement. This agreement is drafted and signed in
duplicate copies, both copies being equally authentic, and each copy shall be
kept by each party.



                                                                 Date: 200 . . .


                

"The Company"
                   463 Chungjeong-ro 3-ga, Seodaemun-gu, Seoul
                   WiderThan Co., Ltd.
                   CEO Sangjun Park

"Shareholder"
                   Name:
                   Signature: ______________________
                   Address:
                   SSN:



                                       3

EX-10.10

                                                                   Exhibit 10.10

                            VSO CASH RIGHT AGREEMENT

          This agreement (the "AGREEMENT") is entered into by and among
WiderThan Americas, Inc. (formerly known as "Ztango, Inc.") ("WTA") in its
capacity as the issuer of the VSOs, Melody Share Corporation, a Cayman Islands
company ("CAYCO"), WiderThan Co., Ltd. ("WT"), and [_____________] (the "VSO
HOLDER") and is effective as of August 11, 2005 (the "EFFECTIVE DATE").

                                    PREAMBLE

          WHEREAS the records of WTA indicate that the VSO Holder is the holder
of Virtual Stock Options granted pursuant to the Ztango, Inc. 2004 Virtual Stock
Option Plan (the "VSO PLAN"), as identified on Exhibit A attached hereto (the
"VSOS");

          WHEREAS, on August 11, 2005 (the "PURCHASE DATE"), Cayco purchased
from WT, and is now the holder of, a certain number of shares of Series C
Convertible, Redeemable Preferred Shares of WT (the "SERIES C PREFERRED
SHARES"), which shares are convertible into common shares of WT ("COMMON
SHARES") immediately prior to an IPO (as defined below);

          WHEREAS, the parties hereto understand that WT intends to undertake an
underwritten initial public offering of its Common Shares pursuant to the
effective registration statement filed with the U.S. Securities Exchange
Commission under the U.S. Securities Act of 1933, as amended (an "IPO"); and

          WHEREAS, in connection with the IPO, WTA and the VSO Holder desire
that all of the VSO Holder's outstanding VSOs be canceled in exchange for the
cash payments described below, which cash payments will, subject to the
provisions set forth below, arise from the sale of the number of American
Depository Shares that correspond with the number of Common Shares into which
the number of Series C Preferred Shares set forth on Exhibit B attached hereto
(and held by Cayco for the benefit of the VSO Holder) convert (the "ADSs"), [and
the grant of certain options to purchase common stock of WT pursuant to a
separate stock option agreement(1).]

          Pursuant to this Agreement, each party hereto agrees to the following:

     1. Cancellation of VSOs. Effective as of the Effective Date, all of the VSO
Holder's outstanding VSOs, whether vested or unvested, shall automatically be
canceled and any and all rights the VSO Holder may have had thereunder shall
terminate.

     2. Consideration for Cancellation of VSOs.

          (a) Amount of Cash Payment. In consideration for the VSO Holder's
agreement to the cancellation of all of the outstanding VSOs (whether vested or
unvested) held by the VSO Holder immediately prior to the date of this
Agreement, the VSO Holder will be entitled to receive from Cayco a lump sum cash
amount calculated in the manner set forth on Exhibit C attached hereto and
payable in accordance with the payment procedure set forth in Section 2(c)
below, subject to the sale by Cayco of the ADSs as described above; provided,
however, that the VSO Holder will only be entitled to receive the Tranche B VSO
Cash Payment (as such term is defined in Exhibit C) to the extent the VSO Holder
remains employed with WTA or WT through October 8, 2005 or, if WTA or WT, as
applicable, terminates the VSO Holder's employment other than for Cause prior to
such date. For purposes of this Agreement, "Cause" shall mean where the VSO
Holder: (i) has misappropriated, stolen or embezzled funds or property from WT
or WTA or an affiliate of WT or WTA or secured or attempted to secure

- ------------

(1). To be included for employees migrating to WT (34 people total).


personally any profit in connection with any transaction entered into on behalf
of WT or WTA or any affiliate of WT or WTA, (ii) has been convicted of a felony
or entered a plea of "nolo contendre" to a felony involving moral turpitude,
other than a felony predicated on the VSO Holder's vicarious liability based on
acts of WT or WTA for which the VSO Holder is charged solely as a result of his
offices with WT or WTA and in which he was not directly involved or did not have
prior knowledge of such acts, which in the reasonable opinion of WT or WTA
brings the VSO Holder into disrepute or is likely to cause material harm to WT's
or WTA's (or any affiliate of WT or WTA) business, customer or supplier
relations, financial condition or prospects, (iii) has, notwithstanding not less
than 30 days' prior written notice from WT or WTA, willfully and persistently
failed to perform his material duties for WT or WTA (unless such failure to
perform is due to (A) illness or temporary disability, regardless of whether
such temporary disability is or becomes a total disability, (B) vacation or
approved leave of absence, or (C) WT or WTA changing the VSO Holder's principal
place of work to a place more than 25 miles from the VSO Holder's principal
place of work as of the date hereof or otherwise requiring the VSO Holder to
move more than 25 miles from the VSO Holder's principal place of work as of the
date hereof in order to maintain his position with WT or WTA), (iv) has
willfully violated any confidentiality and/or insider information provisions to
which he is subject by virtue of other agreements between the VSO Holder and WT
or WTA, (v) has willfully violated or breached any provision of this Agreement
or any material law or regulation to the material detriment of WT or WTA or any
affiliates of WT or WTA or its business, or (vi) has willfully engaged in
conduct with the intent to cause material injury to the reputation of WT or WTA
or any affiliates of WT or WTA (the existence of such intent to be determined by
the Board in good faith and only upon thirty (30) days' written notice to the
VSO Holder during which period the VSO Holder may cure such grounds for
termination if curable) if the VSO Holder were to continue to be employed by WT
or WTA.

          (b) Interest. Within ten (10) business days following the IPO Closing
Date, Cayco shall deposit an amount equal to the Tranche A VSO Cash Payment, the
Tranche B VSO Cash Payment and the IPO Price Protection Shares Cash Payment, if
applicable, (as such terms are defined in Exhibit C hereto) (together, the
"TOTAL CASH PAYMENT") in a standard interest-bearing U.S. money market account
on behalf of the VSO Holder. The Total Cash Payment shall then accrue interest,
at such rate and at such time(s) as the terms of such money market account shall
provide, from the date on which the Total Cash Payment was deposited in such
account through the Payment Date (the total amount of all such interest earned,
the "INTEREST PAYMENT", together with the Total Cash Payment, the "TOTAL
PAYMENTS")).

          (c) Payment Date and Payment Procedure. Subject to Section 2(a) and 3
of this Agreement as set forth below, on June 30, 2006 (the "PAYMENT DATE"),
Cayco shall pay the amount of the Total Payments pursuant to the following
procedure: Cayco shall remit the Total Payments to the United States branch of
WT, which shall then remit the Total Payments to WTA, which shall then deliver
the amount of the Total Payments (net of any applicable withholding taxes
withheld pursuant to Section 9 of this Agreement) to the VSO Holder. Such Total
Payments amount shall be made to the VSO Holder whether or not the VSO Holder is
or has remained employed with WTA through such date; provided, however, that in
no event shall the VSO Holder be entitled to any portion of the Total Payments
if the VSO Holder's employment was, prior to such date, terminated by WT or WTA,
as applicable, for "Cause" (as such term is defined in the VSO Plan). In the
event that the VSO Holder is terminated for Cause, the VSO Holder shall send
written notice to Cayco of such event promptly after such termination.

     3. Expiration and Reissuance of VSOs.

          (a) Expiration and Delay of Expiration. Notwithstanding anything set
forth in this Agreement to the contrary, in the event that (i) the consummation
of an IPO (the "IPO CLOSING DATE") does not occur on or prior to December 15,
2005, (ii) the Administrator (as such term is defined in the Administration
Agreement (as hereinafter defined)) requests that WT redeem all of the Series C
Preferred



Shares held by Cayco for the benefit of all VSO Holders pursuant to the
Administration Agreement (a "REDEMPTION"), (iii) all of the Series C Preferred
Shares are put by Silicon Valley Bank to any of WT Investor Corp., Nokia Venture
Partners II, L.P., i-Hatch WATCH Holdings, L.L.C., WTC Investment LLC and/or
SAIF Capital Limited (any of the foregoing, an "INVESTOR"), pursuant to the
applicable agreements governing such put right, or (iv) upon the passing of a
special resolution prior to an IPO by the members of Cayco for the winding up of
the Company (or the actual winding up of Cayco), then, as of the earlier of such
dates (the date of the first to occur of any of the foregoing, the "EXPIRATION
DATE"), Section 2 of this Agreement shall terminate on the Expiration Date
without, subject to Section 3(b), further obligation or liability of Cayco, WT
or WTA to the VSO Holder with respect to the matters referenced therein;
provided, however, that if the Expiration Date is expected to occur solely by
reason of clause (i) above, and Cayco is instructed under the Administration
Agreement to extend the effectiveness of this Agreement beyond December 15,
2005, then the effectiveness of this Agreement shall be extended through the
earlier to occur of (x) the date to which Cayco is instructed under the
Administration Agreement to extend the effectiveness of this Agreement and (y)
the effective date of a Redemption, in which case all references to "Expiration
Date" contained in this Agreement shall be deemed to refer to such later date.
For purposes of this Agreement, the term "Administration Agreement" shall mean
that certain Administration Agreement between Cayco and Maples Finance Jersey
Limited, as of the same date hereof.

          (b) Reissuance of VSOs. Upon any termination of Section 2 of this
Agreement as set forth in Section 3(a) above, as soon as practicable thereafter,
WTA shall be required to either (i) reinstate to the VSO Holder all VSOs
cancelled pursuant to Section 1 of this Agreement in a manner that will allow
them to continue to vest in accordance with their terms prior to their
cancellation or (ii) if such reinstatement is not reasonably practicable, grant
the VSO Holder new Virtual Stock Options pursuant to the VSO Plan on
substantially the same terms as the cancelled VSOs. In either such case, WTA
will reinstate the VSOs or grant new Virtual Stock Options in a manner necessary
to ensure that the economic benefits of such previously granted VSOs will be
substantially preserved, as determined by the Board of Directors of WTA in good
faith. In particular, to the extent the reinstatement of VSOs or new grant of
Virtual Stock Options results in the imposition of any income or penalty taxes
on the VSO Holder under The American Jobs Creation Act of 2004 or any other
United States tax law or regulation which, but for the cancellation and
subsequent reinstatement of VSOs or new grant of Virtual Stock Options, the VSO
Holder would not have been required to pay, WTA will make any and all such
payments necessary to ensure that the VSO Holder is made whole in respect of the
imposition of such taxes. (For the avoidance of doubt, the foregoing sentence is
not intended to cause WTA to pay income taxes the VSO Holder would have had to
pay if the VSO Holder had continued to hold his or her VSOs and receive proceeds
in respect thereof pursuant to the terms of the VSO Plan.) Also in either case,
if the VSO Holder's employment terminates prior to the Expiration Date (and no
IPO Closing Date has yet occurred, nor does it occur prior to the Expiration
Date), then the VSO Holder's rights to any such reinstated VSOs (or to any such
new Virtual Stock Options) shall be based on the rights, if any, that the VSO
Holder would have held with respect to the VSO Holder's outstanding VSOs in
accordance with the terms of the VSO Plan if the VSO Holder had held such VSOs
on the date of such a termination of employment. Finally, following such
reinstatement or new grant, as applicable, this Agreement shall terminate in its
entirety without further obligation or liability of any party hereto with
respect to all matters referenced in this Agreement.

     4. Sale Transaction. In the event that at any time prior to the IPO there
occurs a Sale Transaction, Section 2 and Section 3 of this Agreement shall
terminate on such date and instead the VSO Holder shall receive such
consideration (in cash, in kind or a combination thereof) in respect of the
number of Series C Preferred Shares that the VSO Holder would have been entitled
to have received if the VSO Holder were holding, immediately prior to the time
of the Sale Transaction, an option to purchase the number of the Series C
Preferred Shares referred to in paragraphs 1(a) and 2(a) (and, if applicable,



paragraph 3) of Exhibit B, that had a per share exercise price equal to the US
dollar equivalent of Korean Won 9,520 on the Purchase Date, which option was
exercised immediately prior to the Sale Transaction using a "cashless exercise"
or "net exercise" mechanic (the "SALE TRANSACTION CONSIDERATION"). For purposes
of this Agreement, "Sale Transaction" shall have the same meaning as such term
is set forth in the VSO Plan. For the avoidance of doubt, upon the occurrence of
any IPO prior to the occurrence of any Sale Transaction, this Section 4 shall
cease to be of any further force and effect. The Sale Transaction Consideration
shall be paid in the same manner as the Total Payments would have been paid in
accordance with the payment procedure set forth in Section 2(c) above.

     5. Extraordinary Dividend. In the event that, at any time prior to the IPO
(or any Sale Transaction), an Extraordinary Dividend (as such term is defined in
the VSO Plan) is paid on outstanding Series C Preferred Shares and/or Common
Shares, there shall be added to the Total Cash Payment (or to the Sale
Transaction Consideration, as applicable) an amount equal to the same
consideration (in cash, in kind or a combination thereof), if any, with the same
rights, if any, received by Cayco in respect of the Extraordinary Dividend with
respect to the number of Series C Preferred Shares referred to in paragraphs
1(a) and 2(a) (and, if applicable, paragraph 3(a)) of Exhibit B. To the extent
such amount in respect of the Extraordinary Dividend is paid in cash, the
foregoing amount shall also accrue interest at the rate set forth in Section
2(b) from and after the date the relevant Extraordinary Dividend is paid through
the Payment Date (which, for the avoidance of doubt, could occur following the
occurrence of an IPO). To the extent such amount in respect of the Extraordinary
Dividend is paid in shares or other property, such shares or other property
shall be held by Cayco and shall accrue any earnings thereon (including
dividends) from and after the date the relevant Extraordinary Dividend is paid
through the Payment Date, at which time the VSO Holder shall receive such shares
or other property and any earnings thereon (including dividends) in accordance
with the payment procedure set forth in Section 2(c) above or in connection with
a Sale Transaction in accordance with Section 4 of this Agreement, as
applicable.

     6. No Right to Continued Employment. Neither this Agreement nor the VSO
Holder's entitlement to the Total Cash Payment or the Interest Payment set forth
herein constitutes an employment contract between any of WTA, WT, Cayco and the
VSO Holder. The VSO Holder hereby acknowledges he/she remains an employee
at-will of WTA or WT, as applicable, that WTA or WT, as applicable, may
terminate the VSO Holder's employment at any time with or without cause, and
that at no time shall the VSO Holder be considered, or otherwise become, an
employee of Cayco by virtue of the execution by Cayco of this Agreement.

     7. Governing Law. This Agreement shall be governed by the laws of the State
of New York (and, to the extent applicable, U.S. Federal law), without regard to
the conflict of laws provisions thereof (other than as to matters of U.S.
Federal law). In the event of any dispute involving the matters addressed in
this Agreement, each party hereto waives any right it may otherwise have to a
jury trial.

     8. Other Benefits. None of the Total Payments (nor any payments referenced
in Section 3(c) or Section 4 above) shall be taken into account in computing the
VSO Holder's salary or compensation for the purposes of determining any benefits
or compensation under (a) any pension, retirement, life insurance or other
benefit plan of WTA or its affiliates or (b) any agreement between WTA or its
affiliates and the VSO Holder.

     9. Taxes. WTA shall withhold from the Total Payments all amounts necessary
to satisfy any liability for any national or local income or other taxes
required by law to be withheld with respect to any payments made to the VSO
Holder hereunder, and any amounts withheld by WTA from the Total Payments in
respect of any such taxes shall be deemed paid to the VSO Holder for purposes of
satisfying the obligations under this Agreement relating to the payment of the
Total Payments to the VSO Holder.



     10. Limited Recourse and Non-Petition to Cayco; Recourse to WT and WTA

          (a) The obligations of Cayco to the VSO Holder shall be limited to the
lesser of (a) the nominal amount of the claim of the VSO Holder determined in
accordance with the terms of this Agreement (other than this clause) (the
"CLAIM"); and (b) the product of (i) the Net Proceeds divided by the aggregate
gross amount of all limited recourse obligations of Cayco ranking pari passu
with and including the Claim and (ii) the nominal amount of the Claim, except in
the case of fraud, willful default and/or gross negligence on the part of Cayco,
in which case the VSO Holder shall have full rights to claim for any damages
(including attorneys' fees and expenses) incurred under this Agreement. In this
clause, "NET PROCEEDS" means the net proceeds of realisation of all the assets
of Cayco other than the ordinary share capital and the transaction fee charged
by Cayco after payment of, or provision for, all debts, costs, expenses and
other obligations of Cayco as determined by the directors of Cayco in their
absolute discretion, other than any limited recourse obligations ranking below
or pari passu with and including the Claim. If there are no Net Proceeds, no
debt shall be owed to the VSO Holder by Cayco and once the amount owed by Cayco
calculated in accordance with this clause has been paid, Cayco shall have no
further obligation in respect of the Claim, except in the case of fraud, willful
default and/or gross negligence on the part of Cayco, in which case the VSO
Holder shall have full rights to claim for any damages (including attorneys'
fees and expenses) incurred under this Agreement.

          (b) Except as expressly otherwise provided for in Section 10(a) above
and 10(d) below, the VSO Holder and Cayco each hereby acknowledges and agrees
that Cayco's obligations under this Agreement are solely the corporate
obligations of Cayco, and that the VSO Holder shall not have any recourse
against any of the directors, officers or employees of Cayco for any claims,
losses, damages, liabilities, indemnities or other obligations whatsoever in
connection with any transactions contemplated by this Agreement. Cayco also
hereby acknowledges and agrees that it shall have no recourse against WT or WTA
or any of their respective directors, officers or employees for any claims,
losses, damages, liabilities, indemnities or other obligations under this
Agreement for any amounts payable to the VSO Holder hereunder.

          (c) The VSO Holder shall not take any action or commence any
proceedings against Cayco to recover any amounts due and payable by Cayco under
this Agreement except as expressly permitted by the provisions of this Agreement
or in the case of fraud, willful default and/or gross negligence on the part of
Cayco, in which case the VSO Holder shall have full rights to claim for any
damages (including attorneys' fees and expenses) incurred under this Agreement.
The VSO Holder shall not take any action or commence any proceedings or petition
a court for the liquidation of Cayco, nor enter into any arrangement,
reorganization or insolvency proceedings in relation to Cayco whether under the
laws of the Cayman Islands or other applicable bankruptcy laws until after the
later to occur of the payment in respect of the Claim or the extinction of
Cayco's rights in respect of the Claim, except in the case of fraud, willful
default and/or gross negligence on the part of Cayco, in which case the VSO
Holder shall have full rights to claim for any damages (including attorneys'
fees and expenses) incurred under this Agreement.

          (d) The VSO Holder hereby acknowledges and agrees that it shall have
no recourse against WT or WTA or any of their respective directors, officers or
employees for any claims, losses, damages, liabilities, indemnities or other
obligations whatsoever in connection with any obligations of Cayco under this
Agreement. The VSO Holder also hereby acknowledges and agrees that (i) Exhibit A
accurately reflects the number of VSOs that, prior to the date of this Agreement
and the effectiveness of Section 1 hereof, the VSO Holder held pursuant to the
VSO Plan and (ii) Exhibit B accurately reflects the calculation of the number of
Tranche A Series C Preferred Shares and Tranche B Series C Preferred Shares
attributable to the VSO Holder's Tranche A VSOs and Tranche B VSOs,
respectively, that are being cancelled pursuant to Section 1 of this Agreement.
The VSO Holder further agrees he/she shall not



take any action or commence any proceedings against WT or WTA to recover any
amounts due and payable by Cayco under this Agreement, nor take any action or
commence any proceedings against WT or WTA in connection with any action taken,
or any failure to take any action, by any of the Investors, WT or WTA in
connection with any of the subject matter identified herein; provided, however,
in all events the VSO Holder shall be entitled to take action or commence a
proceeding against (i) WT in respect of any failure by WT to issue Common Shares
to Cayco when obligated to do so under the terms of the Series C Preferred
Shares, (ii) WTA in respect of any failure by WTA to satisfy its obligations to
reinstate the VSOs or issue new Virtual Stock Options under Section 3(b) of this
Agreement, (iii) WT, solely after receipt from Cayco of the Total Payment
amounts, in respect of any failure by WT to remit the Total Payments to WTA
under Section 2(c) of this Agreement, and (iv) WTA, solely after receipt from WT
of the Total Payment amounts received by it from Cayco, for failure to pay the
Total Payments (net of applicable withholding for taxes, if any, as provided for
in Section 9 above), to the VSO Holder in accordance with the procedures set
forth in Section 2(c) of this Agreement, if and only if, in any such case, such
obligations arise by operation of the terms of this Agreement.

          (e) WTA will reimburse Cayco for any employment taxes and withholding
taxes (and any penalties, interest or other expenses with respect thereto) that
Cayco pays by reason of the payment of any of the Total Cash Payment, Interest
Payment, Sale Transaction Consideration or the amount payable in respect of any
Extraordinary Dividend pursuant to Section 5 above.

     11. Notices. Any notices which may be required or may be given under this
Agreement shall be in writing and shall be sufficiently delivered if provided in
writing, delivered personally, by certified or registered mail, return receipt
requested, by a nationally recognized international courier or via facsimile
confirmed in writing to the recipient, as follows:

If to Cayco:            P.O. Box 309GT, Queensgate House, South Church Street,
                        George Town, Grand Cayman, Cayman Islands,
                        Attention:___________

If to WT:               17F, K1 REIT Building, 463 3-ga, Chungjeong-ro,
                        Seodaemun-gu, Seoul 120-709, Korea, Attention: Don Rim,
                        VP Corporate Finance

If to WTA:              11 West 42nd Street, 11th Floor, New York, New York,
                        10036, U.S.A., Attention: Dan Nemo, VP Corporate
                        Development

If to the VSO Holder:   At the address set forth on the signature page hereto.

     12. Amendment and Modification; Counterparts. This Agreement may only be
amended by the mutual written agreement of all three parties hereto. This
Agreement may be executed in counterparts, each of which shall constitute an
original, but all of which taken together shall constitute one and the same
agreement.

                           [Signatures on next page.]



     IN WITNESS WHEREOF, this Agreement is entered into as of the date first
above written.

                                        Melody Share Corporation


                                        ----------------------------------------
                                        Name: Colin Borman
                                        Title: Director


                                        WiderThan Americas Inc.


                                        ----------------------------------------
                                        Name: Sangjun Park
                                        Title: Chairman


                                        WiderThan Co., Ltd.


                                        ----------------------------------------
                                        Name: Sangjun Park
                                        Title: Representative Director


                                        VSO Holder


                                        ----------------------------------------
                                        [___________]

                                        ----------------------------------------

                                        ----------------------------------------
                                        [Address]



                                    Exhibit A



 Date of Grant               Tranche A/B VSO                  Exercise Price
- ---------------          ----------------------           ----------------------
                                                    







EXHIBIT B

                    CALCULATIONS OF SERIES C PREFERRED SHARES

(1)  The amount of Series C Preferred Shares attributable to the VSO Holder in
     respect of such holder's Tranche A VSOs to be cancelled (the "Tranche A
     Series C Preferred Shares") is equal to the sum of (a) and (b), where

     (a) equals the product of (x) 1.62226640 and (y) the number of Tranche A
     VSOs held by the VSO holder as set forth on Exhibit A of this Agreement,
     which product equals [INSERT NUMBER OF CAYCO SERIES C SHARES (NOT INCLUDING
     ANY SERIES C SHARES ALLOCABLE TO U/W FEE IN RESPECT OF TRANCHE A VSOs)];
     and

     (b) equals the quotient of (i) the product of (x) $1.365 and (y) the number
     derived from (1)(a) above, divided by (ii) ((.93 x $19.50) less the
     equivalent amount of US Dollars equal to Korean Won 9,520), which quotient
     equals [INSERT NUMBER OF CAYCO SERIES C SHARES COVERING U/W FEE IN RESPECT
     OF TRANCHE A VSOs].

(2)  The amount of Series C Preferred Shares attributable to the VSO Holder in
     respect of such holder's Tranche B VSOs to be cancelled (the "Tranche B
     Series C Preferred Shares") is equal to the sum of (a) and (b), where

     (a) equals the product of (x) 1.49105368 and (y) (the product of (A) 1/3
     (one-third) and (B) the number of Tranche B VSOs held by the VSO Holder as
     set forth on Exhibit A of this Agreement, which product equals [INSERT
     NUMBER OF CAYCO SERIES C SHARES (NOT INCLUDING SERIES C SHARES ALLOCABLE TO
     U/W FEE IN RESPECT OF TRANCHE B VSOs)]; and

     (b) equals the quotient of (i) the product of (x) $1.365 and (y) the number
     derived from (2)(a) above, divided by (ii) ((.93 x $19.50) less than the
     equivalent amount of US Dollars equal to Korean Won 9,520), which quotient
     equals [INSERT NUMBER OF CAYCO SERIES C SHARES COVERING U/W FEE IN RESPECT
     OF TRANCHE B VSOs].

(3)  If applicable, the number of Series C Preferred Shares attributable to the
     IPO price protection mechanism referred to in Exhibit C (the "IPO Price
     Protection Series C Preferred Shares") shall be [INSERT NUMBER OF CAYCO
     SERIES C SHARES FOR IPO PRICE PROTECTION].



                                    EXHIBIT C

                          CALCULATION OF CASH PAYMENTS

(1)  The amount payable in respect of Tranche A VSOs to be cancelled (the
     "Tranche A VSO Cash Payment") is equal to the result of the product of (a)
     and (b), where:

     (a) equals the excess of (x) the amount of proceeds per Series C Preferred
     Share received by Cayco upon its sale of the Series C Preferred Shares
     (less the per Series C Preferred Share allocation of underwriter fees
     payable and discounts taken in respect of the Series C Preferred Shares),
     over (y) the equivalent amount of US Dollars equal to Korean Won of 9,520
     on the Purchase Date; and

     (b) equals the total number of Tranche A Series C Preferred Shares.

(2)  The amount payable in respect of Tranche B VSOs to be cancelled (the
     "Tranche B VSO Cash Payment") is equal to the result of the product of (a)
     and (b), where:

     (a) equals the excess of (x) the amount of proceeds per Series C Preferred
     Share received by Cayco upon its sale of the Series C Preferred Shares
     (less the per Series C Preferred Share allocation of underwriter fees
     payable and discounts taken in respect of the Series C Preferred Shares),
     over (y) the equivalent amount of US Dollars equal to Korean Won of 9,520
     on the Purchase Date; and

     (b) equals the total number of Tranche B Series C Preferred Shares.

(3)  In the event that the price per share in the IPO is less than US$17.00,
     then an amount shall be payable in respect of the IPO Price Protection
     Series C Preferred Shares (the "IPO Price Protection Shares Cash Payment"),
     which amount shall equal the product of (a) and (b), where:

     (a) equals the excess of (x) the amount of proceeds per Series C Preferred
     Share received by Cayco upon its sale of the Series C Preferred Shares
     (less the per Series C Preferred Share allocation of underwriter fees
     payable and discounts taken in respect of the Series C Preferred Shares),
     over (y) the equivalent amount of US Dollars equal to Korean Won of 9,520
     on the Purchase Date; and

     (b) equals the total number of IPO Price Protection Series C Preferred
     Shares.

     For the avoidance of doubt, in the event that the price per share in the
     IPO is equal to or greater than US$17.00, then no IPO Price Protection
     Shares Cash Payment shall be payable.

EX-10.11

                                                                   Exhibit 10.11

                        WIDERTHAN STOCK OPTION AGREEMENT

This Stock Option Agreement (this "Agreement") is entered into as of June 28,
2005, by and between WiderThan Co., Ltd. (the "Company") and [___________] (the
"Grantee").

                                    RECITALS

A.   On June 28, 2005, the shareholders of the Company adopted a special
     resolution authorizing the granting of the Option (as defined below) at the
     general meeting of the shareholders of the Company (the "Special
     Resolution") in accordance with Article 340-2 of the Commercial Code of
     Korea (the "Commercial Code").

B.   Pursuant to the Special Resolution, the Company has determined that the
     Grantee be granted an option, upon the terms and the conditions herein.

NOW, THEREFORE, the parties agree as follows.

                                    AGREEMENT

ARTICLE 1 (OPTION GRANT AND TYPES AND NUMBER OF OPTION SHARES)

Subject to the terms and conditions herein, the Company hereby grants to the
Grantee an option (the "Option") to purchase [_____] shares of the Company's
common stock in registered form (the "Option Shares") at the Exercise Price (as
defined in Article 4). The Option is granted to the Grantee to provide an
incentive and reward to the Grantee's services to the Company.

ARTICLE 2 (OPTION EXERCISE METHOD)

Subject to the terms and condition herein, upon exercise of the Option by the
Grantee, the Company shall issue to the Grantee the Option Shares in the form of
new shares of the Company's common stock, or transfer to the Grantee a number of
existing shares of the Company's common stock acquired by the Company equal to
the Option Shares, as determined by the resolution of the board of directors of
the Company.

ARTICLE 3 (GRANT DATE)

The Option is granted on June 28, 2005 (the "Grant Date").

ARTICLE 4 (EXERCISE PRICE)

Upon exercise of the Option, the Grantee shall pay the Company 8,560 Korean won
per share (the "Exercise Price").

ARTICLE 4B (EXERCISE METHOD AND PROCEDURES)

1.   No later than 90 days prior to the beginning of the Exercise Period, the
     Company shall:

     (1)  ensure that the Stock Option Regulations (as defined in Article 4B.5
          below)


                                                                               1



          provide for up to date instructions on payment of the Exercise Price
          upon exercise of the Options, including the name of the Company's
          transfer agent and the payment procedure and method; and

     (2)  apply for central deposit of securities with the Korea Securities
          Depository (the "KSD"), if such application has not been made.

2.   In order to exercise all or part of the Option for all or part of the
     Option Shares, the Grantee shall send to the Company an exercise notice,
     substantially in the form attached hereto as Exhibit A (the "Exercise
     Notice"), and shall submit payment of the applicable Exercise Price amount
     in accordance with the method and procedure provided in the Stock Option
     Regulations.

3.   The Company shall use its best efforts to, as soon as reasonably
     practicable following the receipt of payment of the applicable Exercise
     Price amount from the Grantee:

     (1)  issue to the Grantee or cause the Company's transfer agent, to issue
          to the Grantee the Option Shares in the form of new shares of the
          Company's common stock, or transfer to the Grantee a number of
          existing shares of the Company's common stock acquired by the Company
          equal to the Option Shares, as determined by the resolution of the
          board of directors of the Company;

     (2)  register the Grantee as a shareholder in the Company's shareholder
          registry;

     (3)  provide to the Company's transfer agent, (i) written notice informing
          the detail of the issuance of the Option Shares pursuant to the
          exercise of the Option under this Agreement and the name of the
          Grantee, and (ii) a copy of the commercial registry extract of the
          Company recording the issuance of such Option Shares;

     (4)  deposit, or cause the Company's transfer agent, to deposit such Option
          Shares in the Grantee's securities account at a Korean brokerage firm
          either in physical or book-entry form; and

     (5)  request that the Company's transfer agent provide written confirmation
          back to the Grantee via fax or e-mail that such deposit of the Option
          Shares with the Korean brokerage firm has been made.

4.   If the Company has American Depositary Shares ("ADSs") or any other similar
     securities representing the Company's capital stock listed on NASDAQ, the
     NYSE or any other similar non-Korean public stock exchange (each, a
     "Non-Korean Stock Exchange"), at the time of the exercise of the Option,
     the Grantee shall then instruct his or her Korean brokerage firm to deposit
     the Option Shares with the KSD, as custodian for the ADS Depositary, using
     an instruction letter substantially in the form attached hereto as Exhibit
     B, in accordance with the applicable Korean law.

5.   Additional procedures for the exercise of the Option may be separately set
     forth in the Stock Option Regulations of the Company, as may be adopted and
     amended from time to time by the Company (the "Stock Option Regulations");
     provided, however, that should there be any discrepancy or difference
     between the provisions of this Agreement and the Stock Option Regulations,
     the terms of this Agreement shall prevail.

ARTICLE 5 (ADJUSTMENT OF EXERCISE PRICE AND NUMBER OF OPTION SHARES)

1.   If any of the following events occur at any time after the Grant Date but
     before the


                                                                               2



     full exercise of the Option, the number of the Option Shares and the
     Exercise Price shall be adjusted as follows:

     (1)  In the event of a capital increase for consideration (rights issue) or
          a conversion of reserves into capital (bonus issue), the Exercise
          Price shall be adjusted according to the following formula:

Adjusted = Exercise Price x (Total Number + (Number   x Issue Price))
Exercise   prior to         (of Issued      (of Newly   per Share  ))
  Price    Adjustment       (Outstanding    (Issued     -----------))
                            (Shares         (Shares          FMV   ))
                            -----------------------------------------
                                     New Fully Diluted Shares

               WHEREAS,

               "FMV" shall mean (i) in case that the shares of the Company are
               listed on the Stock Exchange, the closing price of the common
               stock of the Company on the day immediately preceding the date of
               occurrence of the relevant event as reported on the relevant
               Stock Exchange, provided, that if the shares of the Company are
               listed on both the Korea Stock Exchange (or the KOSDAQ) and the
               other Stock Exchange, the closing price available on the Korea
               Stock Exchange (or the KOSDAQ) shall prevail and be used as the
               FMV, or (ii) in case that the shares of the Company are not
               listed, the fair market value of the equity interest of the
               common stock of the Company determined, as at the date of
               occurrence of the relevant event, by the board of directors of
               the Company.

          "New Fully Diluted Shares" shall mean the sum of the total number of
          issued and outstanding shares immediately prior to adjustment, plus
          the number of newly issued shares in the case of a new share issuance
          or minus the number of redeemed, retired or cancelled shares in the
          case of redemption, retiring or cancellation of shares.

          For the purpose of the foregoing adjustment, stock dividends shall be
          deemed as a rights issue at par value. Notwithstanding the foregoing
          adjustment, the adjusted Exercise Price shall not be less than the par
          value and shall not exceed the Exercise Price prior to the adjustment.

     (2)  In the event of a bonus issue, including a conversion of reserves into
          capital and stock dividends, the number of the Option Shares shall be
          adjusted according to the following formula:

Adjusted Option =      Option Share   x   New Fully
     Shares            prior to           Diluted
                       Adjustment         Shares
                  --------------------------------------
                  Total Number of Issued and Outstanding
                  Shares immediately prior to Adjustment

     (3)  In the event of a stock split, the number of Option Shares shall be
          increased in proportion to such increase in the aggregate number of
          shares of the Company's common stock, and the Exercise Price per share
          shall be proportionately decreased so that the aggregate Exercise
          Price shall remain unchanged.


                                                                               3



     (4)  In the event of a consolidation of shares, the number of Option Shares
          shall be decreased in proportion to such decrease in the aggregate
          number of shares of the Company's common stock, and the Exercise Price
          per share shall be proportionately increased so that the aggregate
          Exercise Price shall remain unchanged.

     (5)  If the total number of issued and outstanding shares of the Company
          decreases through a capital reduction from redemption, retirement or
          cancellation of shares, the number of the Option Shares shall be
          decreased in proportion to such decrease in the aggregate number of
          issued and outstanding shares of the Company, and the Exercise Price
          shall be adjusted according to the following formula:

Adjusted  = Exercise Price x (Total Number - (Number of  x Consideration))
Exercise    prior to         (of Issued      (Redeemed,    per Share    ))
Price       Adjustment       (Outstanding    (Retired or   -------------))
                             (Shares         (Cancelled         FMV     ))
                                             (Shares                    ))
                             ---------------------------------------------
                                        New Fully Diluted Shares

          Notwithstanding the foregoing adjustment, the adjusted Exercise Price
          pursuant to the foregoing formula shall be not less than the par value
          of the common stock of the Company.

     (6)  In the event of an issuance of convertible bonds or bonds with the
          warrants, if the conversion price of such convertible bonds or the
          exercise price of such warrants at the time of issuance of such
          convertible bonds or bonds with the warrants is less than the Exercise
          Price at the time of issuance of such convertible bonds or bonds with
          the warrants, as the case may be, the Exercise Price shall be adjusted
          according to the formula set forth in Article 5.1(1) above on the
          assumption that the convertible bonds or the warrants have been fully
          converted or exercised. Notwithstanding the foregoing adjustment, the
          adjusted Exercise Price shall not be less than the par value and shall
          not exceed the Exercise Price prior to the adjustment.

2.   If the propensity to dividend (as defined as a dividend amount divided by
     the net income) exceeds 50% and the dividend rate (as defined as a dividend
     amount per share divided by the par value per share) exceeds 20%, the
     Exercise Price shall be adjusted according to the following formula:

Adjusted = Exercise Price x         (Total Amount - Amount     )
Exercise   prior to                 (of Equity      Exceeding  )
Price      Adjustment               (Capital        the 50%    )
                                    (immediately    Propensity )
                                    (prior to       to Dividend)
                                    (Dividend                  )
                            ------------------------------------------
                            Total Amount of Equity Capital immediately
                                         prior to Dividend

     Provided, that the total amount of equity capital shall be used from the
     figures in the audited financial statements by a certified public
     accountant.

3.   In case of any consolidation or merger to which the Company is a party
     other than a merger or consolidation in which the Company is the continuing
     entity, or in case of any sale or conveyance to another entity of all or
     substantially all property of the Company, or in case of any statutory
     exchange of securities by the Company with


                                                                               4



     another entity (including any exchange effected in connection with a merger
     of a third entity into the Company) or in case of any comprehensive stock
     swap or comprehensive stock transfer of the shares of the Company pursuant
     to the Commercial Code (any of the foregoing, a "Sale Transaction"):

     (1)  with respect to the portion of the Option that is unvested as of the
          date of the Company's shareholders approval on such Sale Transaction,
          the Company shall, to the extent permitted under Korean law, ensure
          that, as a condition of such Sale Transaction, the Grantee shall have
          the right thereafter to receive ("Right"), upon the exercise of the
          Right, the net value of securities or cash which the Grantee would
          have owned or have been entitled to receive upon the basis and upon
          the terms and conditions specified herein had such unvested Option
          been vested and exercised immediately prior to the date of the
          Company's shareholders approval on such Sale Transaction. In any such
          case, if necessary, appropriate adjustment shall be made in the
          application of the provisions set forth in this Article 5.3(1) with
          respect to the Right of the Grantee to the end that the provisions set
          forth in this Article 5.3(1) shall thereafter correspondingly be made
          applicable, as nearly as they may reasonably be, in relation to any
          shares of stock or other securities or property thereafter deliverable
          on the exercise of the Right. The Company shall require the issuer of
          any shares of stock or other securities or property thereafter
          deliverable on the exercise of the Right to be responsible for all of
          the agreements and obligations of the Company hereunder, including an
          obligation to deliver a new option agreement to the Grantee (upon
          surrender of this Agreement) with respect to the portion of the Option
          that is unvested as of the date of the Company's shareholders approval
          on the Sale Transaction. Such Right shall have the same basic other
          terms and conditions as the Option evidenced hereby; and

     (2)  with respect to the portion of the Option that is vested as of the
          date of the Company's shareholders approval on such Sale Transaction,
          the Company shall use best efforts to cause an acquiring company to
          fully assume the rights and obligations hereof with regard to such
          vested Option. In the event that such acquiring company refuses to
          assume the rights and obligations hereof, the Company shall notify the
          Grantee of such refusal and Grantee may (but not obliged to) exercise
          such vested Option at any time prior to the completion of such Sale
          Transaction. The Grantee hereby agrees and acknowledges that an
          unexercised portion of such vested Option prior to the completion of
          such Sale Transaction shall be forfeited.

4.   If there occurs any of the events in Articles 5.1, 5.2, and 5.3, the
     adjustment pursuant to Articles 5.1, 5.2, and 5.3 shall be made
     automatically without further action. Immediately upon any such adjustment,
     the Company shall notify the Grantee thereof.

ARTICLE 6 (VESTING AND EXERCISE PERIOD)

1.   Unless cancelled or terminated earlier as provided herein, the Option with
     respect to one hundred percent (100%) of the Option Shares shall vest on
     the 2nd anniversary of the Grant Date ("Ordinary Vesting"). Notwithstanding
     the foregoing, if the Company completes, within two (2) years from the
     Grant Date, its initial public offering of its stock at 22,000 Korean won
     or more for listing on Korea Stock Exchange (or the KOSDAQ) or at 22 United
     States dollars or more for listing on a Non-Korean Stock Exchange, the
     Option with respect to seventy-five percent (75%) of the Option Shares
     shall vest on the 2nd anniversary of the Grant Date, and the Option with
     respect to the remaining twenty-five percent (25%) of the Option Shares
     shall vest on the 3rd anniversary of the Grant Date ("IPO Vesting"). Unless
     otherwise provided herein, all portions of the Option that have vested
     shall be


                                                                               5



     exercisable in whole or in part at any time and from time to time, during a
     period from the date of vesting until the 7th anniversary of the Grant Date
     (the "Exercise Period"); except that, in the event that the Grantee becomes
     no longer employed by the Company, such Grantee's vested Options shall
     remain exercisable only until the earlier of (a) the date that is 6 months
     following the date the employee becomes no longer employed by the Company
     and (b) the end of the Exercise Period.

2.   Except as otherwise provided in this Agreement, no portion of the Option
     shall be exercisable after the expiration of the Exercise Period.

3.   In the event that the Grantee's employment is terminated for any reason
     prior to the 2nd anniversary of the Grant Date, all Options shall terminate
     immediately upon such separation of employment in accordance with the
     applicable law.

4.   Notwithstanding the provision of Article 6.3, in the event that the
     Grantee's employment with the Company is terminated after the 1st
     anniversary of the Grant Date but prior to the 2nd anniversary of the Grant
     Date, by reason of the Grantee's death or attainment of mandatory
     retirement age, or by the Company without cause or for any reason other
     than the Grantee's fault

     (1)  in the case of the application of Ordinary Vesting, to the extent
          permitted by applicable Korean law, the number of the Option Shares
          shall be adjusted according to the following formula: Adjusted Number
          of the Option Shares = 100% of the Option Shares x (Number of Days of
          Grantee's Employment after the Grant Date) / 730); or

     (2)  in the case of the application of IPO Vesting, to the extent permitted
          by applicable Korean law, the number of the Option Shares shall be
          adjusted according to the following formula: Adjusted Number of the
          Option Shares = 75% of the Option Shares x (Number of Days of
          Grantee's Employment after the Grant Date / 730).

     In case of this Article 6.4, vested Options (as adjusted with respect to
     the Option Shares pursuant to the foregoing formula) shall only become be
     exercisable beginning from the 2nd anniversary of the Grant Date, and
     vested Options shall remain exercisable until the later of (a) the date
     that is 6 months following the date the employee becomes no longer employed
     by the Company and (b) the date that is one (1) month following the 2nd
     anniversary of the Grant Date.

5.   Notwithstanding the provision of Article 6.3, in the case of the
     application of IPO Vesting only, if the Grantee's employment with the
     Company is terminated after the 2nd anniversary of the Grant Date but prior
     to the 3rd anniversary of the Grant Date, by reason of the Grantee's death
     or attainment of mandatory retirement age, or by the Company without cause
     or for any reason other than the Grantee's fault, to the extent permitted
     by applicable Korean law, the number of the Option Shares shall be adjusted
     according to the following formula: Adjusted Number of the Option Shares =
     75% of the Option Shares + (25% of the Option Shares x {Number of Days of
     Grantee's Employment after the Grant Date - 730} / 365). In case of this
     Article 6.5, notwithstanding any provision to the contrary hereunder, the
     vesting of the Option (as adjusted with respect to the Option Shares
     pursuant to the foregoing formula) shall accelerate immediately following
     such date of termination of the employment, and vested Option shall be
     exercisable only within six (6) months from the date of termination of the
     employment.


                                                                               6



ARTICLE 7 (METHOD OF AND PROCEDURES FOR EXERCISE)

1.   Subject to the terms and conditions herein, the Grantee may exercise any
     portion of the Option that has vested at any time during the Exercise
     Period; provided, however, that the total number of times that the Grantee
     can exercise the Option during any calendar year shall not exceed 6 times
     per year.

2.   Any other procedures for the exercise of the Option shall be separately set
     forth in the Stock Option Regulations of the Company, as may be adopted and
     amended from time to time by the Company (the "Stock Option Regulations");
     provided, however, that should there be any discrepancy or difference
     between the provisions of this Agreement and the Stock Option Regulations,
     the terms of this Agreement shall prevail.

ARTICLE 8 (EFFECT OF EXERCISE OF OPTION)

If the Option is exercised during the period in which the entry in the
shareholders registry is prohibited, the Option Shares issued or otherwise
obtained by such exercise shall not have the voting rights at the shareholders'
meeting during such prohibition period.

ARTICLE 9 (RESTRICTIONS ON TRANSFER AND ENCUMBRANCE)

The Grantee may not transfer any portion of the Option to any third party or
encumber any interest of the Option in favor of a third party; provided,
however, that, if the Grantee dies and has not fully exercised the Option, such
unexercised portion of the Option may be transferred to and exercisable by the
Grantee's heirs by inheritance.

ARTICLE 10 (CANCELLATION OF OPTION)

1.   The Company may cancel the Option at any time after the date hereof, to the
     extent not theretofore exercised or terminated, by a resolution of the
     board of directors of the Company in the event that the Grantee inflicts
     material damages or losses on the Company due to the willful misconduct or
     gross negligence of the Grantee. In addition, the Company may cancel the
     Option after the date hereof, to the extent not theretofore exercised or
     terminated, by a resolution of the board of directors of the Company,
     during any such time as any of the Grantee's virtual stock options issued
     pursuant to Ztango, Inc. 2004 Virtual Stock Option Plan are outstanding or
     have been reissued.

2.   The cancellation of the Option pursuant to Article 10.1 shall be made by a
     resolution of the board of directors of the Company. If the board of
     directors of the Company adopts a resolution for cancellation of the
     Option, the Company shall immediately notify the Grantee thereof.

3.   If the Grantee initiates a lawsuit disputing the occurrence of any case in
     Article 10.1 or the effect of cancellation of the Option by the board of
     directors of the Company and the court's decision is final in favor of the
     Grantee with no possibility of appeal ("Final Decision"), the resolution of
     cancellation adopted by the board of directors shall be invalidated
     retroactively from the date of such cancellation. Notwithstanding any
     provision to the contrary hereunder, if a Final Decision is made by the
     court in favor of the Grantee after 6 years and 11 months from the Grant
     Date, the Option shall be exercisable for one month from such Final
     Decision.

4.   If a lawsuit seeking the dismissal of the Grantee or disputing the effect
     of the


                                                                               7



     resolution of the shareholders' meeting for the appointment of the Grantee
     as a director or the statutory auditor (in case that the Grantee is a
     director or the statutory auditor of the Company) is initiated, the Grantee
     may not exercise the Option until the court's final and irrevocable
     decision of such lawsuit. Upon the court's final and irrevocable decision
     affirming the dismissal of the Grantee, the Option shall be cancelled. Upon
     the court's final and irrevocable decision canceling the resolution of the
     shareholders' meeting for the appointment of the Grantee as a director or
     the statutory auditor (including the court decision of invalidation or
     non-existence), the Option shall be deemed to have not been granted and
     shall be of no effect. Notwithstanding any provision to the contrary
     hereunder, if a Final Decision is made by the court in favor of the Grantee
     after 6 years and 11 months from the Grant Date, the Option shall be
     exercisable for one month from such Final Decision.

ARTICLE 11 (MATTERS NOT SPECIFIED)

Matters not specifically provided herein shall be determined by the agreement
between the parties hereto in accordance with the relevant laws, the articles of
incorporation of the Company, and the Stock Option Regulations.

ARTICLE 12 (OTHER OBLIGATIONS OF THE COMPANY)

1.   In order to enable the Grantee to deposit the Option Shares to be received
     upon exercise of the Option under this Agreement into the unrestricted
     American depositary facility (the "ADS facility") maintained by the
     Company, the Company shall, at least ninety (90) days prior to the
     beginning of the Exercise Period (as defined herein), file a registration
     statement on Form S-8 registering the Option and the Option Shares to be
     issued pursuant to the exercise of the Option with the United States
     Securities and Exchange Commission and to use best efforts to have such
     registration be declared effective.

2.   Beginning from the date upon which the Company lists its capital stock (or
     ADSs or other similar securities) on a stock exchange and for the remaining
     duration of the Exercise Period, the Company shall make provision such that
     the ADS facility (or other similar facility created for the purpose of
     liquidity) is large enough and structured such that all of the Option
     Shares may be included therein, including, for example, the giving of
     consent to the depositary bank under the ADS facility to ensure that the
     Grantee's deposit of shares into such ADS facility is accepted by the
     depositary bank.

3.   The Company shall take reasonable actions to assist Grantee in exercising
     the Option and converting the Option Shares into the shares to be deposited
     into the ADS facility, including without limitation, opening Korean
     brokerage account and bank accounts in Korean won or US dollar currency;
     provided, that the Grantee provides the Company with all relevant documents
     and materials for the Company's assistance. For the avoidance of doubt, the
     Grantee shall bear any and all costs related to the foregoing, including
     without limitation, the issuance cost and maintenance fee of the shares to
     be deposited into the ADS facility.

ARTICLE 13 (AMENDMENT)

This Agreement may not be amended or modified, except by a written instrument
signed by both the Company and the Grantee. Notwithstanding the foregoing, the
Company may, by resolution of its shareholders or the board of directors, as
applicable and necessary, amend, modify or terminate this Agreement, without the
consent of the Grantee but upon notice to the Grantee, in order necessary to
comply with a change in Korean, U.S. or other applicable law;


                                                                               8



provided, however, that no such amendment, modification or termination shall
adversely affect the economic benefits granted to the Grantee under this
Agreement unless a separate provision is made such that the economic benefits of
the Option hereunder are substantially preserved in a different fashion.

ARTICLE 14 (GOVERNING LAW AND JURISDICTION)

1.   This Agreement shall be governed by and interpreted in accordance with the
     laws of the Republic of Korea without reference to its conflicts of law
     principles. Each party hereby submits to the exclusive jurisdiction of the
     court having jurisdiction over the head office of the Company, and waives
     any right to claim that any such court is an inconvenient forum.

2.   In the event that any legal action arising from this Agreement shall be
     adjudicated in favor of the Grantee, the Company shall pay, or reimburse
     (as applicable), the reasonable expenses and fees, including reasonable
     attorney's fees, of Grantee incurred in connection with enforcement of the
     provisions of this Agreement.

ARTICLE 15 (LANGUAGE)

This Agreement shall be executed in the English language, and the English
version of this Agreement shall prevail over any other version in a different
language.

ARTICLE 16 (COUNTERPARTS)

This Agreement may be executed in two or more counterparts, each of which shall
be an original but all of which together shall represent one and the same
agreement.

IN WITNESS WHEREOF, this Agreement has been executed in behalf of the Company
and by the Grantee on the day and year first above written.

                                        Date:
                                              ----------------------------------


Signed:                                 Signed:
        ----------------------------            --------------------------------

Sangjun Park                            [_________]
Representative Director, WiderThan
Co., Ltd.
                                        Address:
                                                 -------------------------------

                                        Resident Registration No. or Passport
                                        Number (Country):
                                                          ----------------------


                                                                               9



                                    EXHIBIT A

                               WIDERTHAN CO., LTD.
                          STOCK OPTION EXERCISE NOTICE

WiderThan Co., Ltd.
17F, K1 Reit Building
463 3-GA Chungjeong-Ro, Seodaemun-Gu
Seoul 120-709
Korea
Attn: [____________________________]

Dear Sir/Madam:

     1. Exercise of Option. Effective as of today, _________________, 200__, I
___________________________ ("Grantee"), hereby elect to exercise my option to
purchase ___________ shares of the Common Stock (the "Shares") of WiderThan Co.,
Ltd. (the "Company") under and pursuant to the WiderThan Stock Option Agreement
dated as of June 28, 2005 (the "Option Agreement").

     2. Delivery of Payment. Grantee herewith delivers to the Company cash
(which shall include payment by check, bank draft or money order payable to the
order of the Company) or has already sent a wire transfer to the bank account
set forth in Section _____ of the Option Agreement.

     3. Account for Deposit of Option Shares. I maintain my Korean brokerage
account with _________________________________[name of brokerage firm] and my
account number is __________________________ [account number] (my "Korean
Brokerage Account"). In accordance with Section 5.3 of the Option Agreement,
please deposit, or cause the transfer agent of the Company to transfer, the
Option Shares into my Korean Brokerage Account within 24 hours of having
received my payment for the Option Shares.

                                        Submitted by:

                                        GRANTEE:


                                        ----------------------------------------

                                        Printed Name:
                                                      --------------------------
                                        Address:

                                        ----------------------------------------

                                        ----------------------------------------

                                        ----------------------------------------


                                                                              10



                                    EXHIBIT B

                               WIDERTHAN CO., LTD.

                      INSTRUCTIONS TO DEPOSIT OPTION SHARES
                                INTO ADS FACILITY

[Name of Grantee's Korean brokerage firm]
[Address of firm]
Seoul
Korea
Attn: [____________________________]

     Re: Account Number ____________________ (my "Korean Brokerage Account")

Dear Sir/Madam:

     1. Exercise of Option. Effective as of today, _________________, 200__, I
___________________________ ("Grantee"), elected to exercise my option to
purchase ___________ shares of the Common Stock (the "Shares") of WiderThan Co.,
Ltd. (the "Company") under and pursuant to the WiderThan Stock Option Agreement
dated as of June 28, 2005 (the "Option Agreement").

     2. Deposit of Shares. The Company has informed me that it has deposited the
Shares into my Korean Brokerage Account.

     3. Transfer of Shares to KSD. At this time, I now request that you transfer
the Shares to the Korean Depositary Bank to the account of JP Morgan Chase Bank,
as ADS Depositary (the "Depositary"). To do this, please fax this form to:

          KSD, International Equity-Linked Securities Team
          Attention: BK Go / Do Hyun Nam
          Tel: 822-3774-3125 / 822-3774-3457
          Fax: 822-3774-3433 / 822-3774-3434 / 822-3774-3435

     4. Supporting Documents. In support of this transfer request, I submit
herewith the following documents:

          (1)  Copy of completed Stock Option Exercise Notice

          (2)  Copy of my passport or Korean National ID (with name and
               passport/ID number clearly visible)

     5. Personal Trading Account in US. Please inform the Depositary to deposit
the ADSs representing the Shares into the following account:

          Name of Institution: _______________________

          DTC Number: _______________

          Account Name: _____________

          Account Number: ___________


                                                                              11



                                        Submitted by:

                                        GRANTEE:


                                        ----------------------------------------

                                        Printed Name:
                                                      --------------------------
                                        Address:

                                        ----------------------------------------

                                        ----------------------------------------

                                        ----------------------------------------


                                                                              12

EX-10.12

                                                                   Exhibit 10.12

                            KSO CASH RIGHT AGREEMENT

     This agreement (the "AGREEMENT") is entered into by and among WiderThan
Co., Ltd. ("WT"), in its capacity as the issuer of the KSOs (as defined below),
Melody Share Corporation, a Cayman Islands company ("CAYCO") and _____________
(the "KSO HOLDER") and is effective as of August 10, 2005 (the "EFFECTIVE
DATE").


                                    PREAMBLE

     WHEREAS the records of WT indicate that the KSO Holder is the holder of
Korean Stock Options, as identified on Exhibit A attached hereto (the "KSOS");

     WHEREAS, Cayco is the holder of certain shares of Series C Convertible,
Redeemable Preferred Shares of (the "SERIES C PREFERRED SHARES"), which shares
are convertible into common shares of WT ("COMMON SHARES") immediately prior to
an IPO (as defined below);

     WHEREAS, the parties hereto understand that WT intends to undertake an
underwritten initial public offering of its Common Shares pursuant to the
effective registration statement filed with the U.S. Securities Exchange
Commission under the U.S. Securities Act of 1933, as amended (an "IPO");

     WHEREAS, in connection with the IPO, WT and the KSO Holder desire that the
KSO Holder's outstanding KSOs listed on Exhibit A hereto be canceled in exchange
for the cash payments described below, which cash payments will, subject to the
provisions set forth below, arise from the sale of the number of American
Depository Shares that correspond with the number of Common Shares into which
the number of Series C Preferred Shares set forth on Exhibit B attached hereto
(and held by Cayco for the benefit of the KSO Holder) convert (the "ADSS").

     Pursuant to this Agreement, each party hereto agrees to the following:

     1.   Cancellation of KSOs. Effective as of the Effective Date, all of the
KSO Holder's outstanding KSOs listed on Exhibit A hereto, whether vested or
unvested, shall automatically be canceled and any and all rights the KSO Holder
may have had thereunder shall terminate.

     2.   Consideration for Cancellation of KSOs.

          (a)   Amount of Cash Payment. In consideration for the KSO Holder's
agreement to the cancellation of the outstanding KSOs listed on Exhibit A hereto
(whether vested or unvested) held by the KSO Holder immediately prior to the
date of this Agreement, the KSO Holder will be entitled to receive from Cayco
two lump sum cash payments (the "INSTALLMENT PAYMENTS", as such term is defined
in Section 2(b) below) in the manner set forth on Exhibit C attached hereto and
payable in accordance with the provisions of Section 2(c) below, subject to the
sale by Cayco of the ADSs as described above.

          (b)   Interest. Within ten (10) business days following the IPO
Closing Date (as such term is defined in Section 3(a) below), Cayco shall
deposit an amount equal to the First Installment and Second Installment (as such
terms are defined in Exhibit C hereto) (each, an "INSTALLMENT PAYMENT") and the
IPO Price Protection Shares Cash Payment (as such term is defined in Exhibit C
hereto), if applicable, in a standard interest-bearing U.S. money market account
on behalf of the KSO Holder. Each Installment Payment and IPO Price Protection
Shares Cash Payment, if applicable, shall then accrue interest, at such rate and
at such time(s) as the terms of such money market account shall provide, from


the date on which the amount of the Installment Payments and IPO Price
Protection Shares Cash Payments, if applicable, was deposited in such account
through the applicable Payment Date (the total amount of all such interest
earned on each Installment Payment and IPO Price Protection Shares Cash Payment,
if applicable, through the applicable Payment Date provided in Section 2(c)
below, the "INTEREST PAYMENT").

          (c)   Payment and Payment Dates. Subject to Section 2(a) and Section 3
of this Agreement, Cayco shall pay the KSO Holder: (i) the sum of (x) the amount
of the First Installment, (y) one-half of the IPO Price Protection Shares Cash
Payment, and (z) the applicable Interest Payment, on December 21, 2006 or
earlier, if so instructed by both WT Investor Corp., a Delaware corporation
("WTIC") and WT (the "FIRST PAYMENT DATE"); and (ii) the sum of (x) the amount
of the Second Installment, (y) one-half of the IPO Price Protection Shares Cash
Payment, and (z) the applicable Interest Payment, on July 15, 2007 or earlier,
if so instructed by both WTIC and WT (the "SECOND PAYMENT DATE", together with
the First Payment Date, the "PAYMENT DATES").

     3.   Expiration of KSOs. Notwithstanding anything set forth in this
Agreement to the contrary, in the event that (i) the consummation of an IPO (the
"IPO CLOSING DATE") does not occur on or prior to December 15, 2005, (ii) the
Administrator (as such term is defined in the Administration Agreement (as
hereinafter defined)) requests that WT redeem all of the Series C Preferred
Shares held by Cayco for the benefit of all KSO Holders pursuant to the
Administration Agreement (the "Redemption"), (iii) all of the Series C Preferred
Shares are put by by Silicon Valley Bank to any of WTIC, Nokia Venture Partners
II, L.P., i-Hatch WTC Holdings, L.L.C., WTC Investment LLC and/or SAIF Capital
Limited (any of the foregoing, an "INVESTOR"), pursuant to the applicable
agreements governing such put right, or (iv) upon the passing of a special
resolution prior to an IPO by the members of Cayco for the winding up of the
Company (or the actual winding up of Cayco), then, as of the earlier of such
dates (the date of the first to occur of any of the foregoing, the "EXPIRATION
DATE"), Section 2 of this Agreement shall terminate on the Expiration Date
without, subject to Section 3(b), further obligation or liability of Cayco, WT
to the KSO Holder with respect to the matters referenced therein; provided,
however, that if the Expiration Date is expected to occur solely by reason of
clause (i) above, and Cayco is instructed under the Administration Agreement to
extend the effectiveness of this Agreement beyond December 15, 2005, then the
effectiveness of this Agreement shall be extended through the earlier to occur
of (x) the date to which Cayco is instructed under the Administration Agreement
to extend the effectiveness of this Agreement and (y) the effective date of a
Redemption, in which case all references to "Expiration Date" contained in this
Agreement shall be deemed to refer to such later date. For purposes of this
Agreement, the term "Administration Agreement" shall mean that certain
Administration Agreement between Cayco and Maples Finance Jersey Limited dated
as of the same date hereof.

     4.   Sale Transaction.

          (a)   Sale Transaction Consideration. In the event that at any time
prior to the IPO there occurs a Sale Transaction, Section 2(a) and (b) and
Section 3 of this Agreement shall terminate on such date, and instead the KSO
Holder shall become entitled to receive such consideration (in cash, in kind or
a combination thereof) in respect of the number of Series C Preferred Shares
that the KSO Holder would have been entitled to have received if the KSO Holder
were holding, immediately prior to the time of the Sale Transaction, an option
to purchase the number of "REGULAR CAYCO SHORTS" as identified on Exhibit B
(and, if applicable, the "IPO PRICE PROTECTION SERIES C PREFERRED SHARES " as
identified on Exhibit B), that had a per share exercise price equal to the US
dollar equivalent of Korean Won 9,520 on the date of the Purchase Date, which
option was exercised immediately prior to the Sale Transaction using a "cashless
exercise" or "net exercise" mechanic (the "SALE TRANSACTION CONSIDERATION"). For
purposes of this Agreement, "Sale Transaction" shall have the same meaning as
such term is set forth in


the KSO. For the avoidance of doubt, upon the occurrence of any IPO prior to the
occurrence of any Sale Transaction, this Section 4 shall cease to be of any
further force and effect.

          (b) Payment of Sale Transaction Consideration. The Sale Transaction
Consideration shall accrue interest in the same manner as the Installment
Payments would have accrued interest under Section 2(b) above, and shall be paid
(with such accrued interest) in two equal installments on each of the relevant
Payment Dates, to the extent the KSO Holder remains employed with WT through the
relevant Payment Dates or, if WT terminates the KSO Holder's employment other
than for cause prior to such relevant Payment Dates, in the same manner as the
Installment Payments would have been paid in accordance with the payment
procedure set forth in Section 2(c) above.

     5.   No Right to Continued Employment. Neither this Agreement nor the KSO
Holder's entitlement to any Installment Payment, Interest Payment or IPO Price
Protection Shares Cash Payment, if applicable, set forth herein constitutes an
employment contract between any of, WT, any of its affiliates, Cayco and the KSO
Holder. At no time shall the KSO Holder be considered, or otherwise become, an
employee of Cayco by virtue of the execution by Cayco of this Agreement.

     6.   Governing Law. This Agreement shall be governed by the laws of the
State of New York (and, to the extent applicable, U.S. Federal law), without
regard to the conflict of laws provisions thereof (other than as to matters of
U.S. Federal law). In the event of any dispute involving the matters addressed
in this Agreement, each party hereto waives any right it may otherwise have to a
jury trial.

     7.   Other Benefits. None of the Installment Payments, Interest Payments,
IPO Price Protection Cash Payments (if applicable), nor any payments referenced
in Section 3(c) or Section 4 above, shall be taken into account in computing the
KSO Holder's salary or compensation for the purposes of determining any benefits
or compensation under (a) any pension, retirement, life insurance or other
benefit plan of WT or its affiliates or (b) any agreement between WT or its
affiliates and the KSO Holder.

     8.   Taxes. The KSO Holder shall make all arrangements as may be necessary
to pay to WT all amounts necessary, if any, for the purpose of satisfying any
liability for any national or local income or other taxes required by law to be
withheld with respect to any payments made to the KSO Holder hereunder.

     9.   Limited Recourse and Non-Petition to Cayco; Recourse to WT

          (a)   The obligations of Cayco to the KSO Holder shall be limited to
the lesser of (i) the nominal amount of the claim of the KSO Holder determined
in accordance with the terms of this Agreement (other than this clause) (the
"CLAIM"); and (ii) the product of (x) the Net Proceeds divided by the aggregate
gross amount of all limited recourse obligations of Cayco ranking pari passu
with and including the Claim and (y) the nominal amount of the Claim, except in
the case of fraud, willful default and/or gross negligence on the part of Cayco,
in which case the KSO Holder shall have full rights to claim for any damages
(including attorneys' fees and expenses) incurred under this Agreement. In this
clause, "NET PROCEEDS" means the net proceeds of realisation of all the assets
of Cayco other than the ordinary share capital and the transaction fee charged
by Cayco after payment of, or provision for, all debts, costs, expenses and
other obligations of Cayco as determined by the directors of Cayco in their
absolute discretion, other than any limited recourse obligations ranking below
or pari passu with and including the Claim. If there are no Net Proceeds, no
debt shall be owed to the KSO Holder by Cayco and once the amount owed by Cayco
calculated in accordance with this clause has been paid, Cayco shall have no
further obligation in respect of the Claim, except in the case of fraud, willful
default and/or gross


negligence on the part of Cayco, in which case the KSO Holder shall have full
rights to claim for any damages (including attorneys' fees and expenses)
incurred under this Agreement.

          (b)   Except as expressly otherwise provided for in Section 10(a)
above and 10(d) below, the KSO Holder and Cayco each hereby acknowledges and
agrees that Cayco's obligations under this Agreement are solely the corporate
obligations of Cayco, and that the KSO Holder shall not have any recourse
against any of the directors, officers or employees of Cayco for any claims,
losses, damages, liabilities, indemnities or other obligations whatsoever in
connection with any transactions contemplated by this Agreement. Cayco also
hereby acknowledges and agrees that it shall have no recourse against WT, its
affiliates, or any of their respective directors, officers or employees for any
claims, losses, damages, liabilities, indemnities or other obligations under
this Agreement for any amounts payable to the KSO Holder hereunder.

          (c)   The KSO Holder shall not take any action or commence any
proceedings against Cayco to recover any amounts due and payable by Cayco under
this Agreement except as expressly permitted by the provisions of this Agreement
or in the case of fraud, willful default and/or gross negligence on the part of
Cayco, in which case the KSO Holder shall have full rights to claim for any
damages (including attorneys' fees and expenses) incurred under this Agreement.
The KSO Holder shall not take any action or commence any proceedings or petition
a court for the liquidation of Cayco, nor enter into any arrangement,
reorganization or insolvency proceedings in relation to Cayco whether under the
laws of the Cayman Islands or other applicable bankruptcy laws until after the
later to occur of the payment in respect of the Claim or the extinction of
Cayco's rights in respect of the Claim, except in the case of fraud, willful
default and/or gross negligence on the part of Cayco, in which case the KSO
Holder shall have full rights to claim for any damages (including attorneys'
fees and expenses) incurred under this Agreement.

          (d)   The KSO Holder hereby acknowledges and agrees that it shall have
no recourse against WT, its affiliates, or any of their respective directors,
officers or employees for any claims, losses, damages, liabilities, indemnities
or other obligations whatsoever in connection with any obligations of Cayco
under this Agreement. The KSO Holder further agrees he/she shall not take any
action or commence any proceedings against WT or any of its affiliates to
recover any amounts due and payable by Cayco under this Agreement, nor take any
action or commence any proceedings against WT or any of its affiliates in
connection with any action taken, or any failure to take any action, by any of
the Investors, WT or any of its affiliates in connection with any of the subject
matter identified herein; provided, however, in all events the KSO Holder shall
be entitled to take action or commence a proceeding against: WT in respect of
any failure by WT to issue Common Shares to Cayco when obligated to do so under
the terms of the Series C Preferred if and only if, in any such case, such
obligations arise by operation of the terms of this Agreement.

          (e)   WTA will reimburse Cayco for any employment taxes and
withholding taxes (and any penalties, interest or other expenses with respect
thereto) that Cayco pays by reason of the payment of any Installment Payment,
Interest Payment, IPO Price Protection Shares Cash Payment, if applicable, or
Sale Transaction Consideration.

     10.  Notices. Any notices which may be required or may be given under this
Agreement shall be in writing and shall be sufficiently delivered if provided in
writing, delivered personally, by certified or registered mail, return receipt
requested, by a nationally recognized international courier or via facsimile
confirmed in writing to the recipient, as follows:


     If to Cayco:           P.O. Box 309GT, Queensgate House,
                            South Church Street, George Town, Grand Cayman,
                            Cayman Islands, Attention:

     If to WT:              17F, K1 REIT Building, 463 3-ga, Chungjeong-ro,
                            Seodaemun-gu, Seoul 120-709, Korea,
                            Attention: Don Rim

     If to WTA:             11 West 42nd Street, 11th Floor, New York, New York,
                            10036, U.S.A., Attention: Dan Nemo

     If to the KSO Holder:  At the address set forth on the signature page
                            hereto.

     11.  Amendment and Modification; Counterparts. This Agreement may only be
amended by the mutual written agreement of all three parties hereto. This
Agreement may be executed in counterparts, each of which shall constitute an
original, but all of which taken together shall constitute one and the same
agreement.

                           [Signatures on next page.]


     IN WITNESS WHEREOF, this Agreement is entered into as of the date first
above written.




                                                     Melody Share Corporation

                                                     Name:  ____________________
                                                     Title: ____________________



                                                     WiderThan Co., Ltd.

                                                     Name:  ____________________
                                                     Title: ____________________


                                                     KSO HOLDER


                                                     ___________________________



                                    EXHIBIT A
                                    ---------


Date of Grant                   Number of KSOs                    Exercise Price
- -------------                   --------------                    --------------



                                    EXHIBIT B
                                    ---------

                    CALCULATIONS OF SERIES C PREFERRED SHARES
                    -----------------------------------------

(1)  The amount of Series C Preferred Shares attributable to the KSO Holder in
     respect of fifty percent (50%) of such holder's KSOs to be cancelled (the
     "YEAR 1 KSO SHARES") is equal to _____________.

(2)  The amount of Series C Preferred Shares attributable to the KSO Holder in
     respect of the remaining fifty percent (50%) of such holder's KSOs to be
     cancelled (the "YEAR 2 KSO SHARES") is equal to ________________.

For purposes of this Agreement, the term "Regular Cayco Shorts" shall refer to
the sum of the number of Year 1 KSO Shares and the number of Year 2 KSO Shares.

The number of Series C Preferred Shares attributable to the IPO price protection
mechanism referred to in Exhibit C (the "IPO PRICE PROTECTION SERIES C PREFERRED
SHARES") shall be ___________.



                                    EXHIBIT C
                                    ---------

                          CALCULATION OF CASH PAYMENTS
                          ----------------------------

(1)  The amount payable in respect of Year 1 KSO Shares to be cancelled (the
     "FIRST INSTALLMENT") is equal to the result of the product of (a) and (b),
     where:

     (a) equals the excess of (x) the amount of proceeds per Series C Preferred
     Share received by Cayco upon its sale of the Series C Preferred Shares
     (less the per Series C Preferred Share allocation of underwriter fees
     payable and discounts taken in respect of the Series C Preferred Shares),
     over (y) the equivalent amount of US Dollars equal to Korean Won of 9,520
     on the Purchase Date;

     (b) equals the total number of Year 1 KSO Shares.

(2)  The amount payable in respect of Year 2 KSO Shares to be cancelled (the
     "SECOND INSTALLMENT") is equal to the result of the product of (a) and (b),
     where:

     (a) equals the excess of (x) the amount of proceeds per Series C Preferred
     Share received by Cayco upon its sale of the Series C Preferred Shares
     (less the per Series C Preferred Share allocation of underwriter fees
     payable and discounts taken in respect of the Series C Preferred Shares),
     over (y) the equivalent amount of US Dollars equal to Korean Won of 9,520
     on the Purchase Date;

     (b) equals the total number of Year 2 KSO Shares.

(3)  In the event that the price per share in the IPO is less than US$17.00,
     then an amount shall be payable in respect of the IPO Price Protection
     Series C Preferred Shares (the "IPO PRICE PROTECTION SHARES CASH PAYMENT"),
     which amount shall equal the product of (a) and (b), where:

     (a) equals the excess of (x) the amount of proceeds per Series C Preferred
     Share received by Cayco upon its sale of the Series C Preferred Shares
     (less the per Series C Preferred Share allocation of underwriter fees
     payable and discounts taken in respect of the Series C Preferred Shares),
     over (y) the equivalent amount of US Dollars equal to Korean Won of 9,520
     on the Purchase Date; and

     (b) equals the total number of IPO Price Protection Series C Preferred
     Shares.

     For the avoidance of doubt, in the event that the price per share in the
     IPO is equal to or greater than US$17.00, then no IPO Price Protection
     Shares Cash Payment shall be payable.

EX-21.1

                                                                    Exhibit 21.1

                       List of Subsidiaries of Registrant

WiderThan Americas, Inc., a corporation organized under the law of the State of
Delaware

PT. WiderThan Indonesia, a corporation organized under the law of the Republic
of Indonesia

WiderThan UK LTD., a corporation organized under the law of the United Kingdom

EX-23.3

                                                                    Exhibit 23.3



            CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


We hereby consent to the use in this Registration Statement on Form F-1 of our
report dated May 4, 2005 relating to the financial statements of WiderThan Co.,
Ltd and its subsidiary, which appear in such Registration Statement. We also
consent to the references to us under the headings "Experts" in such
Registration Statement.


/s/ Samil PricewaterhouseCoopers

Samil PricewaterhouseCoopers
Seoul, Korea
November 16, 2005

EX-23.4

                                                                    Exhibit 23.4



                       CONSENT OF INDEPENDENT ACCOUNTANTS


We hereby consent to the use in this Registration Statement on Form F-1 of our
report dated May 13, 2005 relating to the financial statements of Ztango, Inc.,
which appear in such Registration Statement. We also consent to the references
to us under the heading "Experts" in such Registration Statement.


/s/ PricewaterhouseCoopers LLP

PricewaterhouseCoopers LLP
McLean, VA
November 17, 2005

EX-23.5

                                                                    Exhibit 23.5

                         CONSENT OF INDEPENDENT AUDITORS

We consent to the use in this Registration Statement on Form F-1 of WiderThan
Co., Ltd. of our report dated September 1, 2004, except as to Note 15, as to
which the date is October 8, 2004 (which report expresses an unqualified opinion
and includes an explanatory paragraph concerning substantial doubt about the
entity's ability to continue as a going concern), related to the financial
statements of Ztango, Inc. and subsidiaries as of and for the year ended
December 31, 2003, appearing in the prospectus, which is part of this
Registration Statement and to the reference to us under the heading "Experts" in
such prospectus.


/s/ Deloitte & Touche LLP

Deloitte & Touche LLP


McLean, VA
November 17, 2005

EX-99.1

                                                                    Exhibit 99.1


                                                     Juniper Research Limited
                                                     Century House
                                                     Priestley Road
(JUNIPER RESEARCH LOGO)                              Basingstoke
                                                     Hampshire
                                                     England RG24 9RA

                                                     Tel: +44 (0) 1256 830002
                                                     Fax: +44 (0) 8707 622426

                                                     www.juniperresearch.com


WiderThan
17F, K1 REIT Bldg. 463
Chungjeong-ro 3-ga
Seodaemun-gu
Seoul 120-709 Korea

Re: Notification of Inclusion in Prospectus


We hereby consent to the use of our name in connection with data and growth
projections regarding Mobile Entertainment, namely Mobile Music, Mobile Sport &
Infotainment and Mobile Games and to the use of the data and portions therof in
the prospectus.

Whilst information, advice or comment is believed to be correct at the time of
publication, the publisher cannot accept any responsibility for its completeness
or accuracy. Accordingly, the publisher, author or distributor shall not be
liable to any person or entity with respect to any loss or damage caused or
alleged to be caused directly or indirectly by what is contained in or left out
of the publication.

Dated the 2(nd) day of November 2005.


Juniper Research Limited


By: /s/ Michele Ince
    ----------------------------
    Michele Ince
    General Manager

EX-99.2

                                                                    Exhibit 99.2



                                                               November 18, 2005



Mr. Sang Jun Park
WiderThan Co., Ltd.
17F, K1 REIT Building
463, Chungjeong-Ro 3-Ga
Seodaemun-Gu
Seoul, 120-709, Korea

Dear Mr. Park:

     As we have discussed, I have agreed to serve as a member of the Board of
Directors and of the Audit Committee of WiderThan Co., Ltd., a company organized
under the laws of the Republic of Korea (the "Company"). I understand that the
Company's shareholders have approved my nomination as a member of the Board of
Directors and that I will become such a member upon completion of formal
registration requirements under applicable Korean law.

     As such, I hereby consent to being named as a future Board member of the
Company in the Company's Form F-1 registration statement to be filed in
connection with the Company's public offering in the United States of American
Depositary Shares, representing the Company's common shares.



                                            Sincerely,


                                            /s/ Thomas E. Wheeler
                                            ------------------------------------
                                            Thomas E. Wheeler