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1. Purpose 
This Agreement defines the terms and specifies requirements, procedures and other 
conditions necessary for the usage of Instant Message based imTEL service 
(hereunder “SERVICE”) that MSA Communication 
(hereunder “THE COMPANY”) offers in accordance with the law, ordinances and 
regulations set forth by Government’s Electric and Telecommunication Enterprise Act.
      
2. Effectiveness and Change of the Agreement 
2.1. This Agreement shall become effective by being posted on line at the SERVICE’s 
     home page (www.imtel.com) and can be changed under reasonable circumstances 
     and unless the changes violate the 
     relevant regulatory regulations. Details of the changes and effective date of 
     the revised Agreement will become effective by being posted on the home page. 
     Changes of important guidelines such as about Members’ right and 
     responsibilities shall be notified prior to the effective date. 
2.2. Agreeing this Agreement means that Members consent that they regularly visit 
     the home page and confirm the changes of the Agreement. THE COMPANY is not 
     liable for any damage or loss that incurs to Members due to the Members’ 
      ignorance of the changes of the Agreement.
2.3. Members have rights to withdraw the membership when they do not agree with the 
     revised Agreement. 
     It will be considered that Members have accepted the revised 
     Agreement if they continue using the SERVICE after the effectiveness date of 
     the revised Agreement.

3. Governing Law
All conditions not specified in this Agreement will be governed by the law and other  
legal regulations in accordance with the Electric Telecommunication Law, 
Electric Telecommunication Enterprise Act, Telecommunication Broadband Promotion 
Policy, and Privacy Protection.

4. Definitions 
4.1. Member: the individual who signs the Agreement in order to receive and use the 
     SERVICE and receives the Member ID from THE COMPANY.
4.2. Agreement: the legal contract that Members sign to be allowed to use the SERVICE
4.3. Member ID: the combination of alphabets, numbers and signs that Member selects 
     and THE COMPANY assigns for identification of the members and their SERVICE use. 
4.4. Password: the combination of alphabets and numbers that Member selects for the 
     purpose of verification of the Member by matching with the Member ID, and  
     protection of the Member’s privacy.
4.5. PIN (Personal Identification Number): the number that THE COMPANY assigns to 
     Members for the use of fee-based SERVICE
4.6. Cancellation: the act that Member or THE COMPANY terminates the Agreement.
  
5. Establishment of the Agreement
5.1. The Agreement becomes effective as a legal contract when Members accept the  
     content of this Agreement and THE COMPANY approves the SERVICE use application 
     by Members.
5.2. The Member enters the Agreement by reading the Agreement posted at the home page, 
     checking the “ACCEPT” check box and clicking on the “MEMBER REGISTRATION” 
      button.

6. Application for Use of the SERVICE 
6.1. Customers who want to use the SERVICE as Member must submit their private 
     information (such as name and Resident ID card number) that THE COMPANY 
     requests for application.
6.2. Members are supposed to provide accurate information in their on-line 
     application forms. 
     Therefore, Members who fail to input accurate information shall not be 
     protected their rights by law and do not have a legal right for claims. 
     Under certain circumstances, they may receive limited access to the SERVICE. 
6.3. If the Member is found to use the stolen private information (such as name 
     and Resident ID card number) in his/her application, Member ID of that 
     Member will be immediately removed and he/she may be prosecuted upon 
     relevant regulatory regulations.
       
7. Protection and Use of Private Information
7.1. Information about Members THE COMPANY requests in the application form is 
     used for the purpose of carrying out the Agreement and performing the 
     SERVICE.
7.2. THE COMPANY may share information about Members with its partners for the 
     purpose of enhancing the SERVICE that THE COMPANY and its partners offer. 
     In this case, THE COMPANY posts the arrangement  in advance and Members 
     must notify THE COMPANY their disapproval through the posted procedure 
     if they disapprove the arrangement. 
     If the Member continues using the SERVICE without notification of his/her 
     disapproval, it will constitute that he/she approved the arrangement.
7.3. The Members’ information may be provided for criminal investigation, upon 
     requests by Government institutes in accordance with legal provisions such 
     as Electric Telecommunication Enterprise Act, or by Electric 
     Telecommunication Ethics Committee, or by other relevant legal provisions.
7.4. THE COMPANY can create statistical data based on private information of 
     all or a portion of Members for the management of the SERVICE. 
     THE COMPANY can use these data or share them with outside agencies for 
     its internal marketing analysis, advertising or other marketing 
     activities planning.
7.5. THE COMPANY may transmit the cookie to Member’s computers via its SERVICE.
     Member can reject reception of the cookie or get a warning notice of the 
     cookie arrival by modifying his/her computer’s browser setting.
      
8. Approval and Limitation of SERVICE Use Application
8.1. THE COMPANY approves the application in the order of receptions of the 
     applications unless there are circumstances in accordance with Section 
     15 “Termination of SERVICE” or other special conditions.
8.2. THE COMPANY can reject the applications or limit or withhold the SERVICE 
     use when THE COMPANY recognizes the following circumstances.
8.2.1. When the Member applies with false information;
8.2.2. When the Member is considered acting, or having potential of acting, to 
       disrupt the society’s order or customs;
8.2.3. When the Member uses, or is considered to have potential to use, the 
       SERVICE for illegal or unethical purposes; 
8.2.4. When the Member does not fully meet requirements in the SERVICE application 
       that THE COMPANY specifies;
8.2.5. When acceptance of additional applications may disrupt existing members’ 
        use of the SERVICE;
8.2.6. When there exist causes for illegal intention or other reasonable causes;
8.2.7. When the Member violates any one of the articles set forth in Section 14.6.
8.3. THE COMPANY can defer the acceptance of application under following 
     circumstances until the gating condition of each circumstance is drastically 
     improved. 
8.3.1. When THE COMPANY does not have sufficient infrastructure capacity to 
       accommodate additional applications;
8.3.2. When THE COMPANY faces technical problems;
8.3.3. When THE COMPANY has other internal reasons that prohibit additional 
       applications.
      
9. Assignment and Change of Member ID
9.1. THE COMPANY assigns Member ID to each applicant with the ID unique and 
     different from existing Members’ IDs, in accordance with the Agreement.
9.2. Member ID shall not be allowed to be changed in principal. 
     If Member wants to change his/her Member ID because of whatever special 
     reasons, he/she should cancel the previously assigned ID first and 
     reapply for the SERVICE.
9.3. If Member applies with the trade marked ID, THE COMPANY can change 
     his/her Member ID with the notice to the Member when the owner of the 
     trade mark raises claim.
      
10. Cancellation of Use of the SERVICE
10.1. If the Member wants to terminate the SERVICE use, he/she must submit 
      THE COMPANY the cancellation request by e-mail, visit or fax.
10.2. When any of following circumstances occurs to Member, THE COMPANY shall send 
      the Member or the Member’s representative the cancellation notice along with 
      the reason, effective date and duration of termination, seven (7) days prior 
      to the effective date, via in writing or call. If THE COMPANY determines an 
      immediate cancellation of SERVICE use is necessary, it can first terminate 
      the Member’s SERVICE use, and then notify the Member via written notice, 
      telephone call, e-mail or notice on its home page.
10.2.1. When the Member defames THE COMPANY’s reputation;
10.2.2. When the Member intentionally obstruct the SERVICE operation;
10.2.3. When the Member is found to steal other Members’ Member ID and Password;
10.2.4. When the Member is found to provide false information in the application 
        form;
10.2.5. When the Member executes, or is deemed to plan to execute, activities 
        damaging national and/or public interest;
10.2.6. When the Member conducts commercial activities by using the SERVICE or 
        offers the SERVICE to others without approval of THE COMPANY;
10.2.7. When the applicant is deemed not proper Member in accordance with 
        Government’s legal provisions or the use conditions THE COMPANY sets.
      
11. Availability of SERVICE 
In principal, THE COMPANY operates the SERVICE 24 hours a day, 365 days a year, 
except in the special cases that THE COMPANY suspends the whole or part of the 
SERVICE due to its managerial or technical reasons. 
THE COMPANY may also suspend the whole or part of the SERVICE based on its 
operational reasons. In these cases, THE COMPANY shall notify the temporary 
suspension of the SERVICE prior to or after the suspension.
      
12. Addition or Modification of the SERVICE
In case that THE COMPANY adds or modifies the SERVICE contents and amends the 
conditions of the SERVICE use, THE COMPANY shall post the notice of the changes 
on its SERVICE pages, or in other notification methods.
      
13. Responsibilities of THE COMPANY
13.1. THE COMPANY may enable Member to start using the SERVICE, if there are no 
      special prohibiting conditions, at the same date that he/she applies the 
      SERVICE use.
13.2. THE COMPANY shall do its best effort in providing continuous and stable 
      SERVICE in accordance with the Agreement, and restoring the SERVICE once 
      the SERVICE is disrupted. However, THE COMPANY may temporarily suspend 
      the SERVICE in case of Act of God, natural disasters and other conditions 
      beyond its reasonable control.
13.3. THE COMPANY shall post and abide by the Privacy Protection Act for the 
      protection of Members’ private information.
13.4. THE COMPANY shall attempt immediate resolution on any complaints or claims 
      from Member that are deemed reasonable or objectively proved legitimate, 
      through proper procedures. 
      If the immediate resolution is not possible, THE COMPANY shall notify the 
      Member with the reasons and the future resolution schedule.
13.5. When a minor Member (under 20 years old) wants to use paid SERVICEs, 
      THE COMPANY must obtain consent from the legal guardian of the Member prior 
      to his/her SERVICE use. THE COMPANY must demonstrate evidence of the legal 
      guardian’s consent in court in case that the legal guardian files the 
      protest against the charge for the minor Member’s use of the paid SERVICE.
13.6. THE COMPANY sends the legal guardian of minor Member the monthly statement 
      of the paid SERVICE that the minor Member uses.

14. Responsibilities of the Member
14.1. Member shall abide by the conditions in the Agreement; rules and regulations 
      that THE COMPANY specifies and posts for the SERVICE use; and other relevant 
      regulatory regulations. 
      The Member shall not conduct any acts that disrupt THE COMPANY’s operation 
      and harm THE COMPANY’s reputation.
14.2. Member shall hold absolute responsibilities of, and THE COMPANY is not liable 
      for any loss out of, all consequences caused by Member’s negligence, 
      mismanagement and transfer to the third party of his/her own Member ID and 
      Password.
14.3. Member shall not conduct commercial activities in using the SERVICE without 
      prior approval from THE COMPANY and THE COMPANY is not liable for the result 
      of these commercial acts. And if these commercial activities inflict THE 
      COMPANY with any form of commercial loss, the Member shall indemnify THE 
      COMPANY for the loss. 
      THE COMPANY can demand the Member compensation for the loss through proper 
      legal procedures and can limit the Member’s access to the SERVICE. 
14.4. Without clear approval by THE COMPANY, Member can not transfer or donate to 
      another person the right of the SERVICE use and other rights specified in 
      the Agreement, and can not offer these rights as collateral.
14.5. Member shall not infringe intellectual property of THE COMPANY and other 
      third parties.
14.6. The Member shall not commit following acts when he/she uses the SERVICE THE 
      COMPANY offers. The Member is absolutely responsible, and THE COMPANY is not 
      liable at all, for any loss or consequences caused by these acts. 
      If the acts result in damage claim and demurrer other parties filed against 
      THE COMPANY, the Member shall try to secure the immunity for THE COMPANY 
      from these liabilities. 
      If THE COMPANY can not become immune from these liabilities, the Member must 
      indemnify THE COMPANY against all losses caused by these liabilities. 
      In order to protect Members, THE COMPANY can take necessary action such as 
      limitation of the SERVICE use and elimination of the contents without prior 
      consent from Members.
14.6.1. Trade in the Member ID with another person; 
14.6.2. Falsely represent as THE COMPANY’s management, employee or related 
        worker; 
14.6.3. Change THE COMPANY’s client programs without special authority from 
        THE COMPANY, or intentionally amend or damage the information of other 
        Members that are posted in the website;
14.6.4. Hack THE COMPANY’s server or intentionally sabotage the SERVICE by 
        abusing program bugs;
14.6.5. Conduct commercial activities in using the SERVICE without prior 
        approval from THE COMPANY;
14.6.6. Commercially use the information Member obtains in the SERVICE by 
        copying, publishing, broadcasting, or offering to the third party, 
        without prior approval from THE COMPANY;.
14.6.7. Transmit, post or disseminate, via e-mail or other methods, the 
        contents that infringe patents, trade marks, business secrets, 
        copyright and other intellectual properties of others;
14.6.8. Transmit, post or disseminate, via e-mail or other methods, the 
        information, articles, figures, audios and videos that are vulgar 
        and pornographic in damaging public order or social customs; 
14.6.9. Transmit, post or disseminate, via e-mail or other methods, the 
        contents that are insulting and can damage another person’s 
        reputation or privacy;
14.6.10.Harass, threaten or abuse other Members in constant manners;
14.6.11.Collect or store private information of other Members that are not 
        publicly posted, without THE COMPANY’s approval;
14.6.12.Violate other relevant regulatory regulations.
14.7. Member shall immediately notify THE COMPANY of any changes of his/her 
      private information in the Agreement such as address, contact 
      information and e-mail address.
14.8. Member shall comply with THE COMPANY’s request of ID proof documents when 
      THE COMPANY recognizes the Member is abusing the SERVICE and determines 
      to verify the Member’s ID against his/her personal information in the 
      Application form.
      
15. Termination of SERVICE 
15.1. THE COMPANY can terminate the SERVICE under following circumstances.
15.1.1. When the broadband service providers that are defined in Electronics 
        Telecommunication Law terminate the broadband service;
15.1.2. Others conditions beyond reasonable control of THE COMPANY
15.2. THE COMPANY may suspend all or a part of the SERVICE if normal SERVICE 
      performance can not be guaranteed due to national emergency, malfunction 
      of SERVICE equipments, or congestion of SERVICE traffic.
      
16. Limitation of Liabilities
THE COMPANY is not liable for any result and loss caused out of commercial 
activities Members conduct in using the SERVICE.
      
17. Recording of Telephone Calls
THE COMPANY does not monitor or eavesdrop Members’ telephone calls or calling 
history. However, THE COMPANY may use total call volume and call minutes as 
analytic statistics.
      
18. Advertisement 
THE COMPANY recoups part of its investment on the SERVICE operation from 
profits it secures by advertisement insertion. By entering the Agreement, 
it is considered that Members accept all kinds 
of advertisement exposed during the use of the SERVICE. THE COMPANY is not 
liable for any loss or damage caused to Members by their participation to 
advertisers’ promotional activities or their transactions with advertisers.
      
19. Management of Posted Materials
19.1. Posted Materials means the materials such as information, articles, 
      figures, audio, video, attached files and so forth that Members post 
      or register throughout the SERVICE THE COMPANY operates.
19.2. THE COMPANY can delete, move or reject some of Posted Materials that 
      fall into following criteria, without prior notification.
19.2.1. The content that insults or expresses hatred against other Members 
        or third parties;
19.2.2. The content that damages public order or social customs, or that 
        offers links to that type of content;
19.2.3. The content that is related to commercial trade of Member ID or 
        cyber game assets; 
19.2.4. The content that is pornographic, or that offers links to porno 
        sites;
19.2.5. The content that trades illegally downloaded contents, or that 
        encourages hacking;
19.2.6. The content that is considered unauthorized commercial advertisement;
19.2.7. The content that is objectively recognized to be engaged in crime;
19.2.8. The content that infringes copyright and other rights of other 
        Members or third parties;
19.2.9. The content that is against guideline of Posted Materials that 
        THE COMPANY specifies, or that does not fit with overall 
        characteristics of the bulletin boards;
19.2.10.The content that violates other relevant regulatory regulations.
      
20. Copyright of Posted Materials
20.1. THE COMPANY owns copyright and other intellectual properties of the 
      Posted Materials that THE COMPANY created.
20.2. Member owns copyright of the Posted Materials that he/she created and 
      posted within the SERVICE space.
20.3. THE COMPANY can not commercially utilize the Posted Materials without 
      consent of the person who posted the materials. Nonprofit use is an 
      exception, and in that case, THE COMPANY owns the right of placement 
      of these materials within the SERVICE space.
20.4. Member can’t commercially use these Posted Materials, without prior 
      approval of THE COMPANY, in the method of copy, publishing, transmission, 
      distribution, broadcasting and so forth. Member can not allow third party 
      to commercially use these Posted Materials either. Infringement of the 
      Posted Materials’ copyrights is governed by relevant regulatory laws.
20.5. Member gives THE COMPANY nonexclusive free-of-charge rights of utilizing 
      the Posted Materials he/she created and posted in the SERVICE space if 
      THE COMPANY or the third party authorized by THE COMPANY performs below 
      activities for the purpose of operation, exhibition and promotion of the 
      SERVICE. 
20.5.1. Copy, modify, reconstruct, transmit, exhibit and distribute Members’ 
         Posted Materials in the SERVICE space; and create the second version 
        or edit these materials;
20.5.2. Exhibit and distribute Members’ Posted Materials in the SERVICE 
        space of other related sites THE COMPANY operates;
20.5.3. Offer media and broadband service providers Members’ Posted 
        Materials or allow them to use these materials for the purpose of 
        promoting THE COMPANY’s SERVICE. Even in these cases, THE COMPANY 
        shall not reveal Members’ private information without individual 
        content of each Member.
20.6. THE COMPANY retains the right of utilization set forth in Section 20.5. 
      on the Posted Materials that ex-Member (Member who no longer maintains 
      the membership) created and posted .
20.7. THE COMPANY can not use the Posted Materials for any other purposes than 
      the ones set forth in Section 20.5. without individual consent of each 
      Member. However, in case of THE COMPANY’s merger and acquisition, 
      transfer of ownership, or consolidation of various sites THE COMPANY runs, 
      THE COMPANY can change the location of the Posted Materials without 
      modifications in the original content.
      
21. Prohibition of Transfer of the Right
The Members are prohibited transferring or donating the right of the SERVICE 
use to another person, and using it as the Member’s pledge.
      
22. SERVICE Fee
22.1. There are two categories of the SERVICE: free SERVICE and paid SERVICE
22.2. In order to use the paid SERVICE, Member must buy PIN. There are various 
      assortments of the PINs worth of 3,000 won, 5,000 won, 10,000 won, 
      30,000 won, 70,000 won, 100,000 won. THE COMPANY can add or delete, 
      if necessary, the assortment of the PINs.
22.3. THE COMPANY posts the fee schedule on the SERVICE site, listing various 
      fee structures that THE COMPANY charges for the paid SERVICE.
22.4. PIN is effective for one year after the original purchase date. 
      If the PIN is recharged in the middle of the effective period, the 
      effective period is reset from the date the PIN is recharged.
22.5. If minor Member (under 20 years old) buys the PIN in order to use paid 
      SERVICE, he/she must obtain the consent from his/her legal guardians 
      (such as parents), notify the guardians with the payment details, and 
      register in the site specific personal information including e-mail 
      address of the guardians.
      
23. Change of Fee 
THE COMPANY can change the fee structure by posting the details of change on 
the site at least seven (7) days prior to the effective date, in the same 
manner as the change of Agreement set forth in Section 2.
      
24. Calculation of Use Time
24.1. Use Time means the minutes Members use the SERVICE and it is the duration 
      between the moment that the caller and the receiver can immediately 
      communicate each other if the parties choose to do so, and the moment that 
      either party receives a termination signal of the communication.
24.2. The minutes during which the Member can not use the SERVICE temporarily due 
      to the line problem or other reasons beyond the Member’s control are not 
      counted in the calculation of Use Time.
24.3. However, even under the circumstance set forth in Section 24.2, the minutes 
      of communication that are initiated and continued by automatic answering 
      machine, PC or fax the receiver installed in his/her receiving end will be 
      counted in the Use Time.
      
25. Dispute Resolution
25.1. Member can file the claim to THE COMPANY within three (3) months after 
      the invoice payment date if Member finds the dispute on the 
      SERVICE billing. 
25.2. THE COMPANY should notify the claimer with the result of its investigation 
      of the claim in accordance of Section 25.1. , within ten (10) days after 
      receipt of the claim.
25.3. If THE COMPANY can not reply to the claimer within the days set forth in 
      Section 25.2., it should notify the claimer with the reasons for delay 
      and resolution schedule.
25.4. THE COMPANY shall arrange reimbursement in accordance with Section 26. 
      if THE COMPANY recognizes overcharges or inaccurate charges based on its 
      investigation set forth in Section 25.2 and payment of these overcharges 
      or inaccurate charges has been already made by the claimer. In case the 
      payment is not made yet, THE COMPANY shall reissue the claimer the 
      invoice with the renewed payment due date within ten (10) days.
      
26. Reimbursement of Overcharges or Inaccurate Charges
26.1. When THE COMPANY recognizes Member has already paid on overcharges or 
      inaccurate charges, it immediately reimburses Member for the overcharge 
      of inaccurate charges. If the overcharges or inaccurate charges occurred 
      solely due to THE COMPANY’s fault, THE COMPANY reimburses with legal 
      interest rate or other proper interest rate that THE COMPANY and the 
      Member agree in writing.
26.2. With the consent of the claimer, THE COMPANY can reimburse overcharges 
      or inaccurate charges set forth in Section 26.1. by the method of 
      recharging the claimer’s PIN.
      
27. Protection of Member’s Privacy
27.1. THE COMPANY shall not release or distribute to the third parties, beyond 
      the scopes set forth in the Agreement, Member’s private information 
      without his/her consent. 
27.2. THE COMPANY shall take immediate actions when it recognizes a claim or 
      complaint Member raises is legitimate. However, if THE COMPANY can not 
      take immediate actions, it shall notify Member with the reasons and 
      resolution schedule.
      
28. Inspection of Use History 
28.1. THE COMPANY shall comply with Member’s request of inspection of his/her 
      use history if the Member files the request within six (6) months after 
      initial SERVICE engagement.
28.2. The person requesting the inspection set forth in Section 28.1 must be 
      the Member or the representative who is authorized by the Member and 
      must prove the delegation of authority.
      
29. Establishment and Management of Department of Member Protection 
29.1. THE COMPANY establishes and manages the Department of Member Protection 
      in order to resolve complaints or other issues with regard to Members’ 
       SERVICE use. 
29.2. The Department of Member Protection receives complaints and other related 
      issues from Members; records and manages them and replies to Members with 
      the result of resolution within a certain period. 
      
30. Resolution in case of SERVICE Termination
30.1. Prepaid PINs shall not be reimbursed in cash. Only if the prepaid PIN can 
      no longer be used solely due to THE COMPANY’s faults such as the SERVICE 
      termination, Members can get cash reimbursement on their PIN’s remaining 
      value.
30.2. If Member wants reimbursement under the circumstance set forth in Section 
      30.1., he/she must submit the Department of Member Protection the 
      reimbursement request with the reasons, his/her Member ID, PIN and photo 
      copy of Resident’s Identification Card.
30.3. If THE COMPANY recognizes the reimbursement request is legitimate in 
      accordance with the Section 30.1., it reimburses to the claimer, within one 
      (1) week after receipt of the request, via on line remittance to the bank 
      account the claimer designates or other proper methods.
      
31. Warranty and Indemnity
31.1. THE COMPANY does not indemnify Members against any claim arising outside the 
      scope of the Privacy Protection Policy with regard to the use of free 
      SERVICE. 
31.2. Members have full responsibilities of managing their Member ID’s and 
      Passwords. THE COMPANY does not indemnify Members against any claim 
      arising related to loss or legal consequence caused by Members’ 
       mismanagement of their private information or by third party’s illegal 
      use of the information due to Members’ mismanagement.
      
32. Liability Exemption
32.1. THE COMPANY is not liable for failing to perform the SERVICE under this 
      Agreement caused by Act of God, natural disasters or other force majeure 
      conditions.
32.2. THE COMPANY is not liable for any loss occurred to Member that is caused 
      by Member’s negligence or ill intention in accordance with the SERVICE 
      use. 
32.3. THE COMPANY is not liable for any loss of profits Members expected to 
      obtain by using the SERVICE, or for any loss caused by the data Members 
      obtained in using the SERVICE.
32.4. THE COMPANY shall not offer warranty on the contents that Members post, 
      such as on their reliability and accuracy. 
32.5. THE COMPANY shall not hold responsibility of engaging in disputes 
      between Members and/or among Members and third parties. THE COMPANY 
      shall not be liable for any loss caused by these disputes.
      
33. Governing Jurisdiction
The court that holds jurisdiction in the district THE COMPANY is located 
shall have exclusive jurisdiction over any litigation caused by the 
SERVICE use.
      
Appendix 1
Effective Date: This Agreement is effective as of September 1, 2004

Appendix 2
Effective Date: This amended Agreement is effective as of December 27, 2004.
The existing Agreement effective as of September 1, 2004 is replaced by this 
amended Agreement.

Appendix 3
Effective Date: This second amended Agreement is effective as of July 1, 2005.
The existing Agreement effective as of December 27, 2004 is replaced by this 
second amended Agreement

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