This TRADEMARK LICENSE AGREEMENT is made as of ______________, 199__ between X Corporation a ___________ corporation ("Licensor"), and Y Corporation, a Japanese corporation ("Licensee").

WHEREAS, Licensor is the owner of registrations and applications for registration of the trademarks (the "Trademarks") set forth on the attached Schedule A (which schedule shall automatically include any new registrations and applications for registration of trademarks in Japan to be made by Licensor);

WHEREAS, Licensee desires to obtain an exclusive license to use the Trademarks in Japan, and

WHEREAS, Licensor is willing to grant Licensee such rights and licenses to use the Trademarks.

NOW, THEREFORE, in consideration of the premises and for other valuable consideration, the parties hereto agree as follows:

1. Grant of License.

1.01.Licensor hereby grants to Licensee, and Licensee hereby accepts the grant by Licensor, subject to the terms and conditions of this Agreement, an exclusive royalty-free right and license to use the Trademarks in Japan in connection with distribution and maintenance of ___________

_____________ manufactured by the Licensor and manufacture and distribution of promotional goods.

2. Quality Standards for Goods

2.01.The promotional goods bearing the Trademarks manufactured, distributed or sold by Licensee (the "Goods") shall be of a standard of quality in material and workmanship comparable to those of Licensor so as to be best suited to the protection, preservation and enhancement of the Trademarks and the goodwill pertaining thereto and will meet or exceed any specific quality standards established by Licensor from time to time which are applicable to such Goods.

2.02.In order to insure compliance with the quality standards set forth herein, Licensee shall (i) maintain adequate quality control procedures to insure that the Goods manufactured or purchased by Licensee meet the standard of quality required in Section 2.01 hereof, (ii) submit to Licensor upon request for its inspection samples of the Goods in sufficient quantity, and (iii) permit reasonable periodic inspection of the Goods by Licensor's qualified representatives, as well as to make such reasonable tests of product quality as the representatives consider necessary. If any such inspection shows that the Goods sold by Licensee do not meet the standards set forth in Section 2.01 above, then Licensor shall notify Licensee in writing and Licensee shall have one hundred eighty (180) days following receipt of such notice to demonstrate to Licensor either that the Goods sold by Licensee under the Trademarks do comply with the standards set forth in Section 2.01 or that corrective measures have been taken so that the Goods sold by Licensee under the Trademarks in the future will meet those standards. In the event that Licensee shall fail to comply with the requirements set forth in the preceding sentence, Licensor may give notice of breach in accordance with Section 5.01 of this Agreement.

3. Exclusive User Right Registrations

3.01.Licensee shall have the right to file, at its own expense, exclusive user right (Senyo-shiyoken) registration with respect to any of the Trademarks, and Licensor shall fully cooperate with Licensee in such filing.

4. Protection of Trademark.

4.01.Licensee acknowledges Licensor's ownership of the Trademark licensed herein and Licensee agrees that its every use of the Trademark will inure to the benefit of Licensor.

4.02.In the event of any unauthorized use or infringement of the Trademarks by third parties, the Licensee may institute legal proceedings against such third parties, in its discretion and at its own cost, and may retain any recovery obtained on the condition that the exclusive user right was registered with respect to the trademark in question in favor of Licensee. If the exclusive user right was not registered, Licensor and Licensee shall consult with each other to decide whether or not to proceed with the legal action and who should bear the cost therefor. The party who bears the cost shall retain any recovery obtained. In any event, Licensee may, at any time, without obtaining Licensor's consent or approval, request said third party to stop such unauthorized use or infringement of any Trademarks.

5. Term and Termination.

5.01.This Agreement shall become effective upon the date first written above and shall continue in force so long as Licensor holds 51% or more of the issued and outstanding shares of Licensee, provided, however, either party shall have the right to terminate this Agreement upon sixty (60) days written notice to the other party if such other party materially defaults in the performance of any of its material obligations under this Agreement and such default remains uncured and unremedied for a period of sixty (60) days after receipt of such notice.

5.02.This Agreement shall terminate forthwith upon notice by either party hereto to the other party hereto if (i) such other party shall make an assignment for the benefit of creditors or a composition with creditors; (ii) such other party shall generally fail to pay or shall admit in writing its inability to pay its debts as they mature; (iii) such party shall file a petition in bankruptcy; (iv) such other party shall be adjudicated bankrupt or insolvent, or shall commence any proceedings under any bankruptcy, reorganization, arrangement, readjustment of debt or receivership law or statute of any jurisdiction, whether now or hereafter in effect; (v) there shall be commenced against the defaulting party any such proceeding which shall remain undismissed for a period of sixty (60) days or more, or any order, judgment or decree approving the petition in any such proceeding shall be entered (unless such order, judgment or decree is being appealed by proper proceedings and has been stayed pending the outcome of such appeal); (vi) any such other party shall by any act or failure to act indicate its consent to, approval of or acquiescence in, any such proceedings, or in the appointment of any receiver, liquidator or trustee of, or for, such defaulting party or any substantial part of its property or assets, or shall suffer any such appointment to continue undischarged or unstayed for a period of sixty (60) days or more; (vii) any such party shall take any action for the purpose of effecting any of the foregoing; or (viii) a receiver or trustee or other officer or representative or a court, governmental officer or agency, under color of legal authority, shall take and hold possession of any substantial part of such other party's property or assets for a period in excess of sixty (60) days.

6. Miscellaneous.

6.01.Licensee may grant sublicenses under this Agreement.

6.02.This Agreement contains the entire agreement between the parties. This Agreement can be modified, changed or discharged only by a written instrument duly executed by the parties; provided, however, that the parties to this Agreement will enter into such other and further agreements as may be necessary to effect the purpose of this Agreement including without limitation exclusive user registration agreements.

6.03.Neither party shall be deemed to be an agent of the other as a result of or in connection with any transaction under or related to this Agreement. Neither party shall in any way incur any obligation on behalf of the other. This Agreement does not and shall not be deemed to create a partnership or joint venture among the parties.

6.04.If any part or parts of this Agreement are or shall become invalid or unenforceable under applicable law, the validity of the remaining provisions of this Agreement shall not be affected. The parties shall attempt in good faith to reach an agreement within a reasonable period of time upon the replacement of the invalid or unenforceable provision by a new provision which follows as closely as possible the commercial intent of the invalid or unenforceable provision.

6.05.This Agreement may be executed in two or more counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument.

IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the day and year first above written.

X Corporation

By: __________________

Y Corporation

By: __________________

Schedule A