SOFTWARE LICENCE AGREEMENT No:

(in the following called "USER") and IF Computer Japan Limited (in the following called "IFC") agree by the USER's opening of the media package as follows: The Agreement is dated on the date of delivery.

1. Definitions and Terminology

1.1. 'PRODUCT' shall mean the software programs further identified in Exhibit A hereto. If more than one PRODUCT is specified in Exhibit A, PRODUCT shall be interpreted in this Agreement in the plural unless otherwise specified. 1.2. 'Supporting Documentation' shall mean any manuals, specifications, descriptions, artwork, writings, audio-visual or other materials that are supplied with the PRODUCT. 1.3. 'Equipment' shall mean the computing machinery on which the PRODUCT is licensed for execution as identified in Exhibit B. 1.4. 'SUPPLIER' shall mean the company as identified in Exhibit C that owns trademarks and copyrights of PRODUCT. 1.5. 'Maintenance &Support' shall mean the services and term for such services provided in connection with PRODUCT as identified in Exhibit D.

2. Rights of the Parties

2.1. IFC hereby grants to USER the non-exclusive and non-transferable right to execute PRODUCT on Equipment as identified in Exhibit B under the provisions of and during the term of this agreement. 2.2. USER may not execute PRODUCT on any computing system different from Equipment as identified in Exhibit B. 2.3. USER shall safeguard PRODUCT and IFC's and SUPPLIER's trade secrets associated with PRODUCT and its Supporting Documentation from access by third parties.

3. Maintenance & Support

3.1. During the term of Maintenance \& Support as specified in Exhibit D IFC shall maintain a facility to deal with fault calls by USER relating to PRODUCT. 3.2. During the term of Maintenance \&Support as specified in Exhibit D IFC will notify USER of any enhancement or modification to the PRODUCT known to IFC which affects its operation, performance or direct and/or indirect cost. IFC reserves the right to introduce any substitute software which will fulfill a comparable function to that which it replaces.

4. Force Majeure

4.1. IFC shall not be under any liability to USER, and USER shall not be under any liability to IFC, or to any other party in any way whatsoever for destruction, damage, delay, or any other matters of the nature whatsoever arising out of war, rebellion, civil commotion, strikes, lock-outs and industrial disputes fire, explosion, earthquake, act of God, flood, drought or bad weather; the unavailability of deliveries, supplies, or the requisitioning or other act or order by any government, council or other constituted body.

5. Warranty

5.1. USER warrants not to use the PRODUCT for any activities punishable under the criminal or other relevant laws of the Federal Republic of Germany, Japan, the United States of America or Great Britain. 5.2. IFC warrants that it has obtained the full and complete legal right and authority to distribute and licence PRODUCT to USER. 5.3. IFC does not warrant that the PRODUCT will be completely error-free, but IFC will use all reasonable endeavours to correct such error or malfunction or (at his option) replace PRODUCT free of charge. Provided that: (i) The PRODUCT has been used at all times properly and in accordance with instructions for use; and (ii) no alteration, modification or addition has been made to PRODUCT (iii) the alleged error or malfunction has been notified to IFC within the Maintenance&Support period as specified in Exhibit D. 5.4. Each claim of USER under this warranty shall be notified to IFC specifying the PRODUCT, Equipment and the nature of the fault or defect in required detail. Upon receipt of such notice, IFC or its agent or representative shall have the right to test or to inspect the PRODUCT at its then location or to have the PRODUCT dispatched to a point designated by IFC or returned to IFC. 5.5. Except as otherwise provided in this section, IFC makes no other representations or warranties and expressly excludes the same whether implied, statutory or otherwise especially as to quality or fitness of the PRODUCT for any particular purpose.

6. Liability

6.1. IFC shall not be liable for any loss of profits, loss of business or goodwill, loss of use of data, interruption of business, not for indirect, special, incidental or consequential damages of any kind under or arising out of this Agreement except where caused for breach of warranty, breach or repudiation of contract, tort or gross negligence.

7. Trade Secrets and Intellectual Property Rights

7.1. IFC shall retain in confidence all proprietary and/or confidential information of USER. This section 7.1. shall survive the termination and expiration of this Agreement. 7.2. USER shall retain in confidence all proprietary and/or confidential information of IFC and/or SUPPLIER. This section 7.2. shall survive the termination and expiration of this Agreement. 7.3. USER acknowledges that any and all of the trade marks, copyrights, patents and other intellectual property rights used or embodied in or in connection with the PRODUCT is and shall be and remain the sole property of SUPPLIER. USER shall not during or at any time after the expiry or termination of this Agreement in any way question or dispute the ownership by SUPPLIER of any such rights.

8. Termination and Expiry

8.1. USER may terminate this Agreement any time by notice in writing. 8.2. Notwithstanding any provisions herein contained this Agreement may be terminated forthwith by either party by notice in writing from the party not at fault if any of the following events shall occur, viz: (i) if the other party shall at any time be in default under this Agreement and shall fail to remedy such default within thirty (30) days from receipt of notice in writing from the first party specifying such default; (ii) if IFC reasonable believes that USER is acting prejudicially against SUPPLIER's copyrights and other rights in connection with PRODUCT. 8.3.If any such event referred to in 10.2. shall occur, termination shall become effective forthwith or on the date set forth in such notice, and IFC shall be entitled to suspend the dispatch of PRODUCT and related Maintenance\&Support services for any period. 8.4. The expiry or termination of this Agreement shall be without prejudice to the rights of the parties accrued up to the date of such expiry or termination. 8.5. Upon expiry or termination (for whatever reason) of this Agreement, USER shall return or destroy (as IFC shall instruct) no later than thirty (30) days thereafter, all PRODUCT, documentation, technical information and any other data supplied to USER during the continuance of this Agreement and all and any copies made of the whole or any part of the same and USER shall furnish IFC with a certificate, certifying that the same had been done. 8.6. There is no reimbursement upon expiry or termination (for whatever reason) of this Agreement.

9. Publicity

9.1. USER and IFC can use the fact of business cooperation for public relations purposes. USER and IFC shall state the fact of business cooperation wherever they publish detailed information concerning PRODUCT.

10. Waiver

10.1. Failure or neglect by IFC to enforce at any time any of the provisions hereof shall not be construed nor shall be deemed to be a waiver of IFC's rights hereunder nor in any way affect the validity of the whole or any part of this Agreement nor prejudice IFC's rights to take subsequent action.

11. Notices

11.1. Any notice required or permitted under the terms of this Agreement or required by statute, law or regulation shall (unless otherwise provided) be in writing and shall be delivered in person, sent by registered mail or mail as appropriate, properly posted and fully prepaid in an envelope properly addressed or sent by fax to the respective parties as given in Exhibit E. 11.2. Any such notice shall be in English language and shall be considered to have been given at the time when actually delivered, sent by fax, or in any other event within fourteen (14) days after it was mailed in the manner hereinbefore provided.

12. Headings

12.1. The headings of the paragraphs of this Agreement are inserted for convenience of reference only and are not intended to be part of or to affect the meaning or interpretation of this Agreement.

13. Arbitration

13.2. Any dispute arising from the interpretation and execution or application of this Agreement will be settled under the Rules of Conciliation and Arbitration of the International Chamber of Commerce by one or several arbitrators. Arbitration shall take place in the country of the place of business of IFC. The proceedings shall be held in the English language.

14. Severability

14.1. In the event that any part of these terms, conditions or provisions contained in this Agreement shall be determined invalid, unlawful or unenforceable to any extent such term, condition or provision shall be severed from the remaining terms, conditions and provisions which shall continue to be valid and enforceable to the fullest extent permitted by law.

15. Controlling Law

15.1. This Agreement shall be construed under and controlled by the laws of the country of the place of business of IFC. Any action or proceeding brought by either party against the other arising out of or related to this Agreement shall be brought only in a court located in the city of the place of business of IFC.

16. Consultation

16.1. USER and IFC each name one or more persons in charge of the transactions between USER and IFC regarding PRODUCT. These persons are identified in Exhibit E.

17. Entire Agreement

17.1. This Agreement and Exhibits A, B, C, D, and E ("Program Registration Sheet") referred to in this Agreement supersede any arrangements, understandings, promises or agreements made or existing between the parties hereto prior to or simultaneously with this Agreement and constitutes the entire understanding between the parties hereto. Except as otherwise provided herein, no addition, amendment to or modification of this Agreement shall be effective unless it is in writing and signed by and in behalf of both parties.