This Agreement made and entered into this ________ day of ______________, 199__ by and between X Corp. (hereinafter called "X") and Y Corp. (hereinafter called "Y") in connection with certain Service Agreement between X and Y dated _______________, 199__ (hereinafter called "Service Agreement"),


1.Y acknowledges that X owns the name "XXX" and Y agrees not to lay any claim to such ownership of the name "XXX".

2.X authorizes Y to use the name "XXX" as a part of its corporate name under following conditions:

(a) Y shall take necessary steps to delete the word "XXX" from the name of Y without delay upon termination for any cause of the Service Agreement.

(b) Y shall not, after termination of the Service Agreement, use the name "XXX" or other names which are similar to "XXX" in any form whatsoever.

(c) Y shall not, during or after the duration of Service Agreement, use the name "XXX" as a name of or a part of a name of any other corporation, any division or subsidiary or affiliate without obtaining a prior written permission of X.

(d) In case of deletion of the word "XXX" from its corporate name, Y shall take any and all necessary steps to change the registration of its corporate name within thirty

(30) days after the termination of Service Agreement, including the convocation of a general meeting of shareholders for making amendments to the articles of incorporation.

(e) Y shall not raise any objection to the use of the name "XXX" by X, its parent, subsidiary or affiliate or any person authorized by X to use such name.

3.The Tokyo District Court shall have an exclusive jurisdiction over any dispute under this Agreement.

X Corp.


Y Corp.


We agree to jointly and severally guarantee Y's performance of this Agreement.


(Shareholder of Y)