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