SOFTWARE LICENSE AGREEMENT (LIB Version)

The copyright in and to this software listed in Exhibit (consisting of TwinVQ Library Program("Library Program"), operation manuals thereof, library interface specification and this Agreement) ("Software") shall solely belong to Nippon Telegraph and Telephone Corporation ("NTT"). NTT shall enter into this Agreement with such person who possesses the Software (hereinafter referred to as "Licensee") with respect to a non-exclusive, and royalty-free license of the Software under the following terms and conditions.

Article 1. Conclusion, Effect and Termination of this Agreement
1.1 Upon using any program included in the Software, or copying the whole or a part of the Software, Licensee shall be deemed to agree to and enter into this Agreement. For the purpose of this Agreement, the use of a program shall mean to execute such program on a computer.
1.2 Upon decision by Licensee not to use a program included in the Software, this Agreement shall be terminated.
1.3 NTT may terminate this Agreement upon expiration of the termdetermined by NTT, by giving notice to each Licensee respectively or making an announcement in any periodical publications with a circulation of 100,000 copies or more selected by NTT to that effectAwithout prejudice to the right of earlier termination of this Agreement pursuant to Article 1.2 above.
1.4 If the term of this Agreement set forth in Article 1.3 above shall have expired at the time when Licensee agreed to and entered into this Agreement, this Agreement shall be terminated immediately.
1.5 If Licensee breaches any of the provisions of this Agreement, NTT may cancel and terminate this Agreement immediately.
1.6 Licensee shall, upon termination of this Agreement pursuant to Articles 1.3, 1.4 and 1.5, promptly erase the Software and any and all copies thereof in its possession.
1.7 Licensee may not demand any compensation or payment whatever from NTT for any reason of termination of this Agreement.
1.8 The provisions of Articles 3, 4.1 and 4.2 shall survive any termination of this Agreement.

Article 2. Rights and Prohibitions
2.1 Solely for non- Commercial Purpose, Licensee shall be granted the rights set forth from Articles 2.2 through 2.5 hereof. The term "Commercial Purpose" shall mean that a software (including program) is utilized with receiving consideration or compensation from third party or utilized for the purposes of receiving consideration or compensation from third party, which shall also include: a. The utilization of a software (including program) by a company or other corporation (regardless of the purpose of receiving consideration or compensation); b. The utilization of a software (including program) within a business place or its facility of a company or other corporation (regardless of the purpose of receiving consideration or compensation ); and c. The utilization of the Software for the purpose of receiving consideration or compensation from third party to evaluate the Software, to develop an application program utilizing the Software or to conduct a market research.
2.2 Licensee may use any program included in the Software; provided, however, that Licensee may not use such program for arms or for manufacture of arms.
2.3 Licensee may incorporate Library Program of the Software set forth in Exhibit into application program created by Licensee ("Application Program") except that such Application Program is used or distributed to third party for any Commercial Purpose.
2.4 Licensee may copy the Software.
2.5 Licensee may distribute the Application Program set forth in Article 2.3 incorporating the Software or a copy thereof to any third party, only without consideration or compensation; provided, however, that NTT agrees that Licensee shall be entitled to charge any actual expenses reasonably necessary to distribute the Application Program.
2.6 With respect to distribution set forth in Article 2.5, Licensee shall not modify the contents or configuration of the Software set forth in the Exhibit; provided, however, that if Licensee compresses the Software by using a data compression program, and, if the compressed Software can be restored to the original status with an adequate method, such compression shall not be deemed as modification.
2.7 Licensee shall not re-assemble or reverse-engineer the Software in order to analyze and convert the programs included therein in man readable form.
2.8 Licensee shall not commit any act which would infringe upon NTT's or any third party's rights, including copyrights, industrial property rights or privacy rights, which would injure the reputation of NTT or any third party or which would cause NTT or any third party any trouble by utilizing the Software or Application Program.
2.9 With respect to all utilization, including the use or distribution of the Software or Application Program created by Licensee using the Software, Licensee shall comply with all applicable laws and regulations.

Article 3. No Warranty and Indemnification
3.1 NTT shall not be responsible against Licensee for providing any technical services (including maintenance services) with respect to the Software.

3.2 NTT shall provide the Software to be delivered to Licensee on an "as is" basis, and shall make no warranty (including without limitation any warranties of non-infringement of any third party's industrial property right, copyright or any other right and fitness for a particular purpose), whether express or implied, and whether legal or contractual, including any warranty that there is no legal or physical defect.

3.3 Licensee shall be liable for any and all damages suffered by Licensee with respect to the Software and in no event shall NTT be liable for such damages.

3.4 In no event NTT shall be liable for any claim alleged against Licensee by any third party with respect to the Software or Application Program created by Licensee for any reason whatsoever, including that such third party's industrial property right, copyright or any other right is infringed upon by Licensee.

3.5 Licensee shall, at its expenses and costs, indemnify and hold harmless NTT, its management, its officers and employees ("Indemnitees"), from and against any and all claims (including, but not limited to, damages, costs and expenses and attorney's fees) brought by a third party against NTT arising out of or related to the Software or Application Program for any reason, including that such third party's industrial property right, copyright or any other right is infringed upon by use of the Software or Application Program. In such case, Licensee shall be liable for any damages or costs, including attorney's fees incurred by Indemnitees arising out of or related to such claim.

Article 4 Other Provisions
4.1 This Agreement shall be governed by and construed in accordance with the laws of Japan.

4.2 Any and all disputes which may arise between NTT and Licensee arising out of or in connection with this Agreement shall be submitted to the Tokyo District Court as the court of first instance with exclusive jurisdiction.

4.3 This Agreement shall apply to those to whom the Application Program are distributed, directly or indirectly, by Licensee ("Application Users") pursuant to Article 2.5 of this Agreement; provided, however, that "Licensee" shall read "Application Users" appropriately; further provided, however, that Application Users shall not be granted the right set forth in Article 2.3 of this Agreement (the right to incorporate such Library Program as incorporated in Application Program distributed by Licensee under Article 2.5 into application Program created by Application Users).
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Exhibit 1.
Deliverables from NTT (including licensed products)
(1) TwinVQ Library Programs
(2) Manuals
(3) Library Program Interface Condition
(4) Sample Program
(5) Software License Agreement (this Agreement).

2. Configuration at the time of distribution of the Application Programs to third party; Deliverables set forth in 1(1) and 1(5)above shall be distributed at least.