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                         Tanuki Software, Ltd.
                Development Software License Agreement
                             Version 1.1

License Agreement Number: TSILA-____________
          
Pursuant to this DEVELOPMENT SOFTWARE LICENSE AGREEMENT (the
"Agreement") dated this   th day of ______, 20__ (the "Effective
Date"), _____________________ ("Licensee") and Tanuki Software, Ltd.
("TSI") agree to the following terms and conditions:


Section 1 - Grant of License

Effective upon the payment of the license fees presented in Exhibit 1,
TSI grants to Licensee a non-exclusive, non-transferable,
non-sublicensable right and license to use, reproduce, display, sell,
lease, distribute and transfer copies, directly or indirectly, of the
Software Program and documentation, in executable code form only, as
parts of Licensee Products, for the purposes of marketing such
Products to Licensee customers and for internal development of
Products, during the period Licensee's subscription of the TSIMS (as
defined in Section 5) effectively continues.  Licensee may continue to
market and distribute Products containing the Software Program so long
as such Products have been completely developed by the end of the
period Licensee's subscription of the TSIMS is active; provided
however that under no circumstances may Licensee develop or continue
to develop any new Product using or containing the Software Program
after Licensee discontinues subscription of TSIMS.   Licensee may not,
under any circumstances, distribute or resell the Software Program as
a stand-alone product, nor use the Software Program to create any
product to directly compete with the Software Program.


Section 2 - Definitions 

2.1. "Community Edition" shall mean versions of the Software Program
distributed in source form under the Tanuki Software, Ltd. Community
Software License Agreement ("CSLA"), and all new releases, corrections,
enhancements and updates to the Software Program, which TSI makes
generally available under the CSLA.  

2.2. "Documentation" shall mean the contents of the website
describing the functionality and use of the Software Program, located
at http://wrapper.tanukisoftware.org

2.3. "Product" shall mean the computer programs, that are provided by
Licensee to Licensee customers or potential customers, and that
contain both the Software Program as a component of the Product, and a
component or components (other than the Software Program) that provide
the material functionality of the Product.  If the Product is released
in source form, the Software Program or any of its components may only
be included in executable form.

2.4. "Software Program" shall mean the computer software and license
file provided by TSI under this Agreement, including all new releases,
corrections, enhancements and updates to such computer software, which
TSI makes generally available and which Licensee receive pursuant to
Licensee subscription to TSIMS. Some specific features or platforms
may not be enabled if they do not fall under the feature set(s)
covered by the specific license fees paid.


Section 3 - Licensee Obligations

Licensee shall be solely responsible for all marketing, manufacturing,
packaging, documentation production, distribution and customer pricing
of the Products, and ensure that the Products and Licensee's such
activities shall be in compliance with the applicable laws and
regulations.  Except as otherwise provided in this Agreement, Licensee
shall also assume all responsibility and liability to customers for
related support and assistance.  Under no circumstances may Licensee
modify, decompile, reverse engineer or disassemble any executable code
contained within the Software Program nor create or prepare derivative
works of, or attempt to discover or modify in any way the underlying
source code of the Software Program or any part thereof.  Licensee
agrees that Licensee will not, nor will Licensee authorize or license
another to, sell, market or license the Software Program, or any
portion thereof, as a standalone computer software program, component
or software development tool, or as a component or components of a
computer software program, the chief marketability and functionality
of which is the Software Program.  Licensee further agrees that
Licensee will not publish, present or document the application
programming interface (API) of the Software Program except as required
for specific use within the Product.

Licensee shall ensure that each end user receiving a copy of any
Product shall receive a license agreement containing terms no less
protective of the Software Program than those contained in Exhibit 2,
which shall include the Copyright Notices described therein in a
location that is obvious to Licensee's customers. 

Neither the Software Program nor Product may be modified, nor in any
way obfuscate or obstruct the copyright notice and license information
displayed in the console and log files by the Software Program on
startup.

Licensee may extend and/or modify the Community Edition of the
Software Program and distribute under the terms of this agreement
provided that a) the Software Program is only distributed in
executable form, and b) a valid license key is distributed with
Software Program such that the Software Program is able to access the
license key, and c) the Copyright and "Licensed to {Licensee} for
{Product}" notices are clearly visible in the console and log files of
the Software Program on startup, and d) the "Licensed to {Licensee}
for {Product}" notice displays the Licensee and Product values from
the license key file.


Section 4 - Copyright and Trademark

Licensee acknowledges that all copyrights in the Software Program and
the goodwill associated therewith are vested in and belong to TSI.


Section 5 - Maintenance Services

5.1 Scope and Duration
TSI Maintenance Services ("TSIMS") are provided on an annual basis for
the Software Program. The initial order for TSIMS shall be included in
the initial fees paid for the license.  After the first year of TSIMS,
Licensee shall automatically receive TSIMS for successive one (1) year
periods at the then current rates established by TSI for such TSIMS.
TSI shall provide Licensee with notice of such renewal, via invoice,
at least thirty (30) days prior to such renewal date, and Licensee may
elect to discontinue TSIMS by written notification delivered to TSI
prior to such renewal date.

5.2 Maintenance Obligations of the Parties
Licensee agrees to provide first line support for the Product and
Software Program to Licensee customers which support will include
(i) appropriate number of trained personnel available to provide, in
a competent manner, first line support of the Software Program to
Licensee customers, (ii) log of all communication between Licensee and
Licensee customer, as well as a reproducible test case (wherever
possible) and any relevant information for any second line support
cases that have been opened by Licensee with TSI.


Section 6 - Warranty and Limited Liability

Software Warranty: TSI warrants that, for a period of ninety (90) days
from the initial delivery of the Software Program to Licensee, the
Software Program, if used by Licensee in accordance with the
Documentation, shall operate in material conformity with the
Documentation for such Software Program. TSI does not warrant that the
Software Program will meet all of Licensee requirements or that the
use of the Software Program will be uninterrupted or error free. TSI's
entire liability, and Licensee exclusive remedy, under this limited
Software Warranty shall be for TSI (i) to attempt, through reasonable
efforts, to correct any reproducible material nonconformity discovered
within the ninety (90) day warranty period; or (ii) to replace the
nonconforming Software Program with Software Program which conforms to
the foregoing warranty. In the event TSI is unable to cure the breach
of warranty described in this Section 6, after attempting the remedies
described in (i) and (ii) above, Licensee may return the Software
Program and TSI shall refund any license and maintenance fees paid by
Licensee to TSI for the Software Program provided the refund of
maintenance fees shall be limited to the amount representing the
period during which the Software Program showed nonconformity.  The
above remedies are available only if TSI is promptly notified in
writing, within the warranty period, upon discovery of the
nonconformity by Licensee and TSI's examination of the Software
Program discloses that such nonconformity exists, and that the
Software Program has not been (i) altered or modified, other than by
TSI, (ii) subjected to negligence, or computer or electrical
malfunctions, or (iii) used, adjusted, or installed other than in
accordance with the Documentation.  

TSIMS and Other Services Warranty: TSI warrants that any TSIMS or
other services performed pursuant to the terms of this Agreement
shall be performed in a professional and workmanlike manner
consistent with generally accepted industry standards. 

Disclaimer: THE EXPRESS LIMITED WARRANTIES SET FORTH ABOVE ARE
EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES, EXPRESS, IMPLIED OR
STATUTORY WITH RESPECT TO THE SOFTWARE PROGRAM, AND TSI EXPRESSLY
DISCLAIMS ANY IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION,
WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

Limitation of Liability: IN NO EVENT SHALL EITHER PARTY'S LIABILITY
ARISING OUT OF THIS AGREEMENT OR THE TERMINATION OF THIS AGREEMENT
EXCEED THE AMOUNTS PAID OR DUE TO TSI HEREUNDER DURING A FULL YEAR
IMMEDIATELY PRECEDING SUCH EVENT.  IF SUCH LIABILITY RELATES TO
PARTICULAR ITEMS OF SOFTWARE PROGRAM OR SERVICES PROVIDED BY TSI, SUCH
LIABILITY SHALL BE LIMITED TO THE FEES PAID FOR THE RELEVANT SOFTWARE
PROGRAM OR SERVICES. IN NO EVENT SHALL EITHER PARTY HAVE ANY LIABILITY
FOR ANY SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES INCLUDING, WITHOUT
LIMITATION, DAMAGES FOR LOST PROFITS, LOSS OF DATA OR COSTS OF
PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, ARISING IN ANY WAY OUT OF
THIS AGREEMENT UNDER ANY CAUSE OF ACTION, WHETHER OR NOT THE OTHER
PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.  NO ACTION
MAY BE BROUGHT AGAINST TSI LATER THAN ONE (1) YEAR AFTER THE CAUSE OF
ACTION OCCURRED.  EXCEPT FOR CLAIMS MADE UNDER SECTION 7
(INDEMNIFICATION), IN NO EVENT SHALL TSI BE LIABLE FOR ANY CLAIMS,
DEMANDS OR ACTIONS OF ANY NATURE BROUGHT BY ANY THIRD PARTY AGAINST
LICENSEE.  THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING THE FAILURE
OF THE ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.

Warranty Claims: Any claims made by Licensee for the breach of a
warranty set forth in this Section 6, shall be made in writing and
delivered to TSI by the end of the applicable warranty period, and
Licensee shall provide TSI a reproducible test case, if applicable,
demonstrating the breach of warranty.


Section 7 - Indemnification

TSI warrants that the use or distribution of unaltered Software
Program(s), or the exercise of the licenses granted hereunder, will
not infringe any copyright or patent, or other intellectual property
rights of any third party, and TSI has all rights necessary for the
grant of the rights and licenses granted by this Agreement. TSI agrees
to indemnify, defend and hold Licensee harmless from any and all
actions, causes of action, claims, demands, reasonable costs,
liabilities, reasonable expenses (including reasonable attorney's
fees) and damages (collectively, a "Loss" or "Losses") arising from
any claim that the Software Program infringes any copyright or patent,
or other intellectual property right of a third party, provided,
however:
(1) Licensee shall promptly deliver to TSI notice in writing of any
    infringement claim made by a third party, and, if known, specify
    in reasonable detail the nature of the claim and the amount, or an
    estimate of the amount, of the liability arising therefrom.
    Licensee shall, at TSI's expense, provide to TSI as promptly as
    practicable thereafter information and documentation reasonably
    requested by TSI to support and verify the claim asserted,
    provided that, in so doing, TSI may restrict or condition any
    disclosure in the interest of preserving privileges of importance
    in any foreseeable litigation.
(2) TSI may assume and retain sole control of the investigation, the
    defense or the settlement of any third party infringement claim
    made against Licensee or TSI with respect to the Software Program,
    including the employment of counsel or accountants, at its cost
    and expense. Licensee shall have the right to employ counsel
    separate from counsel employed by TSI in any such action and to
    participate therein, but the fees and expenses of such counsel
    employed by Licensee shall be at Licensee expense.  TSI shall have
    the right to determine and adopt (or, in the case of a proposal by
    Licensee, to approve) a settlement of such matter in its
    reasonable discretion. TSI shall not be liable for any settlement
    of any claim effected without its prior written consent, which
    shall not be unreasonably withheld.  Whether or not TSI chooses to
    so investigate or defend such claim, Licensee shall cooperate with
    TSI in the defense thereof and shall furnish such records,
    information and testimony, and attend such conferences, discovery
    proceedings, hearings, trials and appeals, as may be reasonably
    requested by TSI in connection therewith.
(3) If such a claim arises, or in either party's judgment is likely to
    arise, Licensee agrees to allow TSI, at TSI's option, to either
    (i) procure the right to permit the continued exercise of the
    rights and licenses in the Software Program granted under this
    Agreement; (ii) replace or modify the Software Program so it
    be-comes non-infringing, while affording equivalent performance;
    or (iii) terminate the license for the infringing Software
    Program and upon return thereof by Licensee, refund the unearned
    portion of any license fees paid by Licensee for the remainder of
    the current term hereof.
(4) TSI shall have no indemnity obligation for claims of infringement
    resulting from any combination, operation or use of the Software
    Program, or any components thereof, with any software programs or
    data not supplied by TSI if such infringement would have been
    avoided by use of the Software Program alone. Licensee
    acknowledges and agrees that these four items are the exclusive
    remedy of Licensee for damages for breach of warranty or
    representations contained in this Section 7.


Section 8 - Termination

Should either party commit a material breach of its obligations
hereunder, the other party may, at its option, terminate this
Agreement by written notice to the party in default. Such notice
shall identify and describe the default upon which termination is
based. The defaulting party shall have thirty (30) days from the
effective delivery of the notice to cure such default, which, if
effected, shall prevent termination by virtue of such default.  Should
an insolvency proceeding be filed by or against either party, the
other party may terminate this Agreement forthwith by giving a written
notice to the first party.  Upon termination of this Agreement,
Licensee will either return to TSI or destroy all copies of the
Software Program and documentation then in Licensee's possession.
Licenses to the Software Program granted in the normal course of
business by Licensee to its customers shall survive termination of
this Agreement.  Licensee shall, within thirty (30) days after the
date of such termination, furnish TSI with a certificate of compliance
in accordance with this Section.  The parties agree that TSI shall
have the right to enforce the obligations arising under this Section
and to enjoin or compel Licensee through injunctive relief. Licensee
may retain a commercially reasonable number of copies of the Software
Program and documentation solely for the purpose of supporting
Licensee customers who purchased a Product prior to the termination of
this Agreement.


Section 9 - Export Controls

Licensee shall comply with, and ensure that Licensee sublicensees and
resellers comply with, all applicable laws, regulations, rulings and
executive orders of Japan or any other relevant jurisdiction relating
to the export and re-export of the Software Program or any products
containing the Software Program. Licensee shall not directly or
indirectly export or re-export any Software Program or any Products
containing the Software Program unless Licensee have obtained a
license to do so if such a license is required.  Licensee further
agree that Licensee take appropriate measure to ensure that the
Software Program or any Products containing the Software Program will
not be exported or re-exported in violation of any applicable laws or
regulations of any relevant jurisdiction.


Section 10 - Entire Agreement

This Agreement, including any attachments, constitutes the entire
agreement of the parties with respect to the subject matter hereof and
supersedes all prior agreements, both oral and written,
representations, statements, negotiations and undertakings, with
respect to the subject matter hereof, which such agreements,
representations, statements, negotiations and undertakings are merged
herein.  No amendment or modification of this Agreement or any
provision or attachment of this Agreement shall be effective unless it
is in writing and signed by both parties.


Section 11 - Governing Law

The validity, construction and performance of this Agreement shall be
governed by the substantive laws of Japan (excluding conflicts of law
principles).  Licensee and TSI agree that any dispute arising out of
this Agreement shall be subject to the exclusive jurisdiction of the
Tokyo District Court of Japan. If any legal action is undertaken to
enforce the terms of this Agreement, the prevailing party shall be
entitled to reasonable attorney's fees and costs in addition to any
other relief to which that party may be entitled.

You agree that the United Nations Convention on Contracts for the
International Sales of Goods will not apply to this Agreement.


Section 12 - Assignment and Benefit

Without the consent of the other party in writing, neither party may
assign this Agreement; provided, however, TSI or Licensee may assign
this Agreement to a wholly-owned subsidiary of the respective
corporation or a corporation in which the shareholders of the
respective corporation own a majority interest of the voting control
provided that the assigning party remains obligated hereunder; further
provided, however, TSI or Licensee may assign this Agreement to
another corporation which acquires or has acquired substantially all
of the stock or assets of the assignor.  If Licensee assigns this
Agreement to an assignee as permitted in this Section, the assignee's
license to use the Software Program is limited to use in Products
which were offered by Licensee to Licensee customers or potential
customers and the assignee is prohibited from use of the Software
Program in other products or parts of products developed, sold or
distributed by the assignee.

This Agreement shall be binding upon and shall inure to the benefit of
Licensee and TSI and each party's successors, subject to the other
provisions of this Section.


Section 13 - 3rd Party Components

(1) The Software Program includes software and documentation components
developed in part by Silver Egg Technology, Inc.("SET") prior to 2001
and released under the following license.

    Copyright (c) 2001 Silver Egg Technology

    Permission is hereby granted, free of charge, to any person
    obtaining a copy of this software and associated documentation
    files (the "Software"), to deal in the Software without
    restriction, including without limitation the rights to use,
    copy, modify, merge, publish, distribute, sub-license, and/or
    sell copies of the Software, and to permit persons to whom the
    Software is furnished to do so, subject to the following
    conditions:
    
    The above copyright notice and this permission notice shall be
    included in all copies or substantial portions of the Software.

    THE SOFTWARE IS PROVIDED "AS IS", WITHOUT WARRANTY OF ANY KIND,
    EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE WARRANTIES
    OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND
    NON-INFRINGEMENT. IN NO EVENT SHALL THE AUTHORS OR COPYRIGHT
    HOLDERS BE LIABLE FOR ANY CLAIM, DAMAGES OR OTHER LIABILITY,
    WHETHER IN AN ACTION OF CONTRACT, TORT OR OTHERWISE, ARISING
    FROM, OUT OF OR IN CONNECTION WITH THE SOFTWARE OR THE USE OR
    OTHER DEALINGS IN THE SOFTWARE.


Section 14 - Confidentiality 

Confidential Information means all technical, business, financial and
other information that is disclosed by either party to the other,
whether orally or in writing, and all the terms and conditions of
this Agreement, and all non-publicly available information.
"Confidential Information" will not include any information (a) that
is publicly available through no breach of this Agreement by either
party, (b) that is independently developed or was previously known by
either party, or (c) that is rightfully acquired by either party from
a third party not under an obligation of confidentiality.

Except as expressly permitted by this Agreement, both parties shall
not, nor shall they permit their respective employees, agents,
attorneys or independent contractors to, disclose, use, copy,
distribute, sell, license, publish, reproduce or otherwise make
available Confidential Information of the other party.  Each party
will (a) secure and protect the other party's Confidential Information
by using the same or greater level of care that it uses to protect its
own confidential and proprietary information of like kind, but in no
event less than a reasonable degree of care, and (b) advise each of
their respective employees, agents, attorneys and independent
contractors who have access to such Confidential Information of the
terms of this paragraph.  Notwithstanding the foregoing, either party
may disclose the other party's Confidential Information to the extent
required by applicable law or regulation, or by order of a court or
other governmental entity, in which case such party shall so notify
the other party as soon as practicable.  

The confidentiality obligation hereunder shall survive termination or
expiration of this Agreement.


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IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed by their respective duly authorized representatives. 
  
LICENSEE                            TSI 
 
__________________________          By: ______________________________  
  
Department name                     Title: ___________________________ 

__________________________          Date: ____________________________
  

Licensee's Authorized Signature

___________________________


Typed or Printed Name

___________________________


Title:

___________________________


Date:

___________________________


Street Address

___________________________

City or Town
___________________________

State or Province
___________________________

Zip Code
___________________________

Country
___________________________


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EXHIBIT 1
 

Licensed Software: 
Java Service Wrapper version ____, __________ Edition __ Bit
  
Licensed Operating System and Hardware Platform:
All platforms 
  
Licensed Software Commercial Restrictions: 
None 
  
Licensed Software Use: 
Bundle Development / Deployment.
  
Licensed Software Use Location: 
Bundle Development/Deployment Worldwide 
  
Authorized Number of Users: 
Unlimited
  
   
FEES: 
(Licensed Software)
$______
  
(TSIMS fees, if applicable) 
Included in the License Fee for Year 1
  
(Services)
None 


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EXHIBIT 2
End User License Terms / Copyright Notice

All End User Licenses shall include provisions that:

(1) the End User is granted only a personal, nontransferable, and
nonexclusive right to use the software only for personal use of the
End User;

(2) Licensee and/or its licensors retain all of their intellectual
property rights in the software, and no title to such intellectual
property is transferred to the End User;

(3) the End User agrees not to reverse assemble, decompile, or
otherwise attempt to derive source code from the TSI software;

(4) Licensee's licensors shall not be liable to the End User for any
indirect, consequential, incidental or special damages arising out of
the use or license of the software, regardless of the theory of
liability (including negligence and strict liability); and

(5) Licensee and/or its licensors will have the right to terminate the
license at any time in the event the End Users misuses the software;
and

A section concerning 3rd party components shall be provided, in all
End User licenses, which contains at least the following:

The Software Program includes software and documentation components
developed in part by Silver Egg Technology, Inc.("SET") prior to 2001
and released under the following license.

    Copyright (c) 2001 Silver Egg Technology

    Permission is hereby granted, free of charge, to any person
    obtaining a copy of this software and associated documentation
    files (the "Software"), to deal in the Software without
    restriction, including without limitation the rights to use,
    copy, modify, merge, publish, distribute, sub-license, and/or
    sell copies of the Software, and to permit persons to whom the
    Software is furnished to do so, subject to the following
    conditions:
    
    The above copyright notice and this permission notice shall be
    included in all copies or substantial portions of the Software.

