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                         Tanuki Software, Inc. 
                   Server Software License Agreement
                             Version 1.0

IMPORTANT-READ CAREFULLY: This license agreement is a legal agreement
between you and Tanuki Software, Inc.("TSI"), which includes computer
software, associated media, printed materials, and may include online
or electronic documentation ( Software ).  PLEASE READ THIS AGREEMENT
CAREFULLY BEFORE YOU INSTALL, COPY, DOWNLOAD OR USE THE SOFTWARE
ACCOMPANYING THIS PACKAGE.


Section 1 - Grant of License

Effective upon the payment of the license fees, TSI grants to You a
non-exclusive, non-transferable, worldwide right and license to use,
one or more instances of the Software Program and documentation, in
executable code form only, on a single physical server or workstation.
You may not, under any circumstances, distribute or resell the
Software in any form, nor use the Software to construct any product
to directly compete with the Software.


Section 2 - Definitions

"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 You receive pursuant to
Your subscription to TSI's Maintenance Services as described herein.
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.

"Computer" shall mean the computer, server, workstation, or device
on which the Software Program is Licensed to be used.

"Host Id" shall mean an identification string which uniquely
identifies an individual Computer.

"License File" shall mean the text file provided by TSI containing
information associating the License File to You, a Host Id, a list
of enabled features, Term of the this Agreement, and a set of keys
used to activate the Software Program.


Section 3 - Scope Of Use

The Software Program can only exist on the Computer identified by
the Host Id mentioned in the License File provided by TSI.  You are
granted a license to use versions and updates of the Software Program
released prior to the end of the Term of this Agreement on the
Computer beyond the Term of this license Agreement.  Access to
specific features may be restricted depending on the features
mentioned in the License File provided with this Agreement.


Section 4 - Copyright and Trademark

You acknowledge 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
Maintenance Services are provided on an annual basis for certain TSI
Software. The initial order for Maintenance Services shall be
included in the initial fees paid for the license.  After the first
year of Maintenance Services and for the remainder of the Term, You
will be required to renew your Maintenance Services for successive
one (1) year periods at the rates for such Maintenance Services.
Maintenance Services must be paid in full without lapse to be
eligible.

5.2 Maintenance Obligations
TSI will provide first line support of the Software Program to You
for problems relating directly to the Software Program during the
Term of this Agreement.


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 to You, the Software,
if used by You in accordance with the Documentation, shall operate in
material conformity with the Documentation for such Software. TSI
does not warrant that the Software will meet all of Your requirements
or that the use of the Software will be uninterrupted or error free.
TSI's entire liability, and Your 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 with Software 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, You may return the Software
and TSI shall refund any license and maintenance fees paid by You to
TSI for the Software. The above remedies are available only if TSI is
promptly notified in writing, within the warranty period, upon
discovery of the nonconformity by You and TSI's examination of the
Software discloses that such nonconformity exists, and that the
Software 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.  Maintenance Services and Other Services Warranty:
TSI warrants that any Maintenance Services 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. TSI's entire liability and Your
exclusive remedy under this limited Maintenance Services and Other
Services Warranty shall be for You to recover the fees paid for such
nonconforming services

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, AND TSI EXPRESSLY DISCLAIMS
ANY IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION, WARRANTIES OF
MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

Limitation of Liability: EXCEPT FOR CLAIMS MADE UNDER SECTION 7
( INDEMNIFICATION ), 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. 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. THESE LIMITATIONS SHALL APPLY
NOTWITHSTANDING THE FAILURE OF THE ESSENTIAL PURPOSE OF ANY LIMITED
REMEDY.

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


Section 7 - Indemnification
TSI warrants that the use 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 You harmless from any and all actions,
causes of action, claims, demands, reasonable costs, liabilities,
reasonable expenses (including 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) You shall promptly deliver to TSI notice in writing of any claim
    for recovery under this section, and, if known, specify in
    reasonable detail the nature of the Loss and the amount, or an
    estimate of the amount, of the liability arising there-from. You
    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 assert-ed,
    provided that, in so doing, it may restrict or condition any
    disclosure in the interest of preserving privileges of importance
    in any foreseeable litigation.
(2) If the facts pertaining to the Loss arise out of the claim of a
    third party, or if there is any claim against a third party
    available by virtue of the circumstances of the Loss, TSI shall
    assume the defense or the prosecution thereof, including the
    employment of counsel or accountants, at its cost and expense.
    You 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 You shall
    be at Your expense.  TSI shall have the right to determine and
    adopt (or, in the case of a proposal by You, 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 defend or prosecute
    such claim, You and TSI shall cooperate in the defense or
    prosecution thereof and shall furnish such records, information
    and testimony, and attend such conferences, discovery
    proceedings, hearings, trials and appeals, as may be reasonably
    requested in connection therewith.
(3) If such a claim arises, or in either party's judgment is likely
    to arise, You agree 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) as its sole obligation, terminate the license for the
    infringing Software Program and upon return thereof by You,
    refund the unearned portion of any license fees paid by You 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. You acknowledge and
    agree that these four items are the exclusive remedy of You 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.  Upon
termination of this Agreement, You will either return to TSI or
destroy all copies of the Software Program and documentation then in
your possession.  You 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 by
seeking specific performance and to enjoin or compel You through
injunctive relief.


Section 9 - Export Controls

You shall comply with, all applicable laws, regulations, rulings and
executive orders of the Japan relating to the export and re-export of
Products containing the Software Program. You shall not directly or
indirectly export or re-export any Products containing the Software
Program unless You have obtained a license to do so if such a license
is required.


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).  Each party hereto expressly consents to the personal
jurisdiction of, and venue in, such courts. 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.


Section 12 - Assignment and Benefit

Without the consent of the other party in writing, neither party may
assign this Agreement; provided, however, TSI or You 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 You may assign this Agreement to another
corporation which acquires or has acquired substantially all of the
stock or assets of the assignor so long as, if the assignor is You,
the assignee's license to use the Software Program is limited to the
specific Server for which the Software Program is licensed.

This Agreement shall be binding upon and shall inure to the benefit
of You 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.  All SET components were 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.