Settlement Agreement

this settlement agreement is made this _________(m,d,y), between aaa, a corporation organized and existing under the laws of _________(placename) and having its registered office at _________ ('aaa'), and bbb, ltd., a corporation organized and existing under the laws of _________(placename) and having its registered office at _________ ('bbb') and

whereas, in _________(year), ccc, inc., a corporation organized and existing under the laws of the state of _________(placename) ('ccc'), bbb, and the other shareholders of aaa, entered into the nihon ccc kk joint venture agreement, which they amended by that certain amended joint venture agreement dated _________(m,d,y) (these two agreements and their incidental and related agreements shall be referred to collectively herein as the 'jva');

whereas, aaa and bbb entered into that certain master distributor agreement dated _________(m,d,y) (this agreement and its incidental and related agreements shall be referred to collectively herein as the 'mda');

whereas, ccc, aaa, and bbb terminated their business relationships involving ccc computer software and other products ('ccc products') arising out of the jva and mda as of _________(m,d,y); and

whereas, a number of unresolved issues remain from the termination of said jva and mda and the parties desire to resolve said issues upon the terms and conditions described below.

now, therefore, it is agreed as follows:

section 1. confirmation. ccc terminated sales of ccc products through distributors of aaa or through other distributors in _________(placename) as of _________(m,d,y). the parties have discussed, confirmed, and mutually agree upon the following facts:

1. as a result of bbb conveying its shares in aaa to ccc on _________(m,d,y), the jva was amicably terminated.

2. the mda was amicably terminated as of _________(m,d,y).

3. bbb has introduced and will continue to introduce any customers it has developed pursuant to its activities under the mda to aaa or its designee and will assist in the orderly continuation of all transactions dealing with ccc products. however, aaa and its designee shall not be responsible for or assume any of bbb's liabilities (not only monetary liabilities, but service liabilities, and any and all liabilities of any type and nature) to any of bbb's customers even if aaa or its designee received an introduction to the customer from bbb and entered into a business relationship with said customer.

4. pursuant to the terms and conditions of this agreement, aaa agrees to pay to bbb a sum certain to settle any claims arising out of the termination of the jva and mda, if any, and for bbb's customer list, goodwill, etc. (hereinafter referred to collectively as 'settlement proceeds'). the particular breakdown of how the settlement proceeds will be allocated among the various matters will be determined upon discussions between the parties hereto as provided in section 4 below. upon aaa's payment and bbb's receipt of the settlement proceeds, each party, representing all of each party's respective subsidiaries, affiliated companies, directors, officers, and employees thereof, releases and forever discharges the other party, representing all of said party's subsidiaries, affiliated companies, directors, officers, and employees thereof, for all claims arising out of or resulting from the termination of the jva and mda.

5. to date bbb has purchased from ccc and retains in its current inventory a certain quantity of a ccc product called a 'chip bundle'. the parties agree that bbb shall be entitled to continue to sell its current inventory of said chip bundles in _________(placename). bbb agrees not to make additional new purchases of said chip bundles and aaa agrees not to purchase and will not allow ccc to purchase any chip bundles from bbb.

6. the parties hereto agree that as between them there are no claims, debts, obligations, or liabilities arising out of the termination of the jva and mda other than those specifically identified in this agreement.

section 2. customer introduction assistance.

1. bbb has disclosed and shall disclose to aaa or its designee the following information immediately after the parties execute this agreement:

a. a list of all customers with whom bbb has or had business transactions under the mda;

b. the contents of any contracts or maintenance agreements between bbb and any customers identified in the preceding clause; and

c. a list of potential customers discovered during bbb's business activities during the period from _________(m,d,y) to _________(m,d,y) with whom bbb believes that aaa or its designee have a chance to conclude an agreement and a report on the status of all negotiations in progress.

2. bbb agrees that aaa or its designee are free to conclude contracts for ccc products and other products with the persons or entities identified by bbb in the preceding clauses and bbb agrees to cooperate in such activities with aaa and its designee.

3. the prior clauses notwithstanding, upon the expiration of the one (1) year term of any maintenance agreements identified in clause 1.b. of this section 2 above, aaa or its designee shall succeed to the rights of bbb under said maintenance agreements. however, aaa or its designee may propose in advance whatever terms and conditions it may require in order to succeed to said maintenance agreements. in addition, bbb agrees to cooperate with aaa or its designee in the orderly succession of said maintenance agreements without additional compensation unless the parties mutually determine in writing in advance that bbb should receive and that aaa should pay additional compensation for any such services.

section 3. settlement proceeds.

1. aaa hereby recognizes that it has a duty to pay to bbb as settlement proceeds the sum of _________ (_________). said settlement proceeds shall be paid by wire transfer to an account designated by bbb by _________(m,d,y).

2. aaa hereby agrees that it or its designee shall make payment to bbb as provided in the preceding clause. moreover, aaa agrees that it will bear the cost of the telegraphic transfer handling charges.

section 4. allocation of settlement proceeds. based upon discussions between the parties regarding the customer information disclosed to aaa or its designee pursuant to section 1.4 of this agreement, the parties will decide by _________(m,d,y) the particular breakdown of how the settlement proceeds will be allocated among the various matters (the 'final allocation'). furthermore, in accordance with the final allocation as determined hereinabove, aaa or its designee and bbb by _________(m,d,y) shall prepare and conclude a settlement agreement relating to the sale of bbb's customer list, goodwill, etc. to aaa or its designee ('customer list settlement agreement') and a settlement agreement relating to jva and mda termination claims, if any ('termination settlement agreement'). the settlement proceeds payable to bbb by aaa pursuant to this agreement shall be allocated respectively to the customer list settlement agreement and the termination settlement agreement pursuant to the final allocation determined hereinabove. if the final allocation of settlement proceeds results in an increase in any governmental taxes, duties, licenses, fees, excises, or tariffs now or hereafter imposed on the payment of the settlement proceeds, such charges shall be paid by the party obligated by law to make such payment, or in lieu thereof, the party obligated by law to make such payment shall provide an exemption certificate acceptable to the other party and the applicable authority. if revenue stamps are required under _________(placename)ese law to be affixed to this agreement, the parties shall be required to bear the cost of such stamps for the copy in their possession. each party shall be responsible for all costs and expenses incurred on its behalf, including but not limited to attorneys fees, related to this agreement and the negotiations and consultations leading up to the formation of this agreement.

section 5. law governing. this settlement agreement shall be governed by and construed in accordance with the laws of _________(placename). the parties hereto hereby agree that any suits brought hereunder shall be brought in the tokyo district court in tokyo, _________(placename), which will have sole and exclusive jurisdiction for the first instance.

section 6. attorney fees. in the event a suit or action is brought by any party under this agreement to enforce any of its terms, or in any appeal therefrom, it is agreed that the prevailing party shall be entitled to reasonable attorneys fees.

section 7. notices. any notice under this agreement shall be in writing and shall be effective when actually delivered in person, or the next business day for notices sent by telefax and promptly confirmed in a manually signed writing, or three (3) days after being deposited in the mail, registered or certified, postage prepaid and addressed to the party at the address stated in this agreement or such other address as any party may designate by written notice to the other.

section 8. waiver. failure of any party at any time to require performance of any provision of this agreement shall not limit the party's right to enforce the provision, nor shall any waiver of any breach of any provision be a waiver of any succeeding breach of any provision or a waiver of the provision itself for any other provision.

section 9. assignment. except as otherwise provided within this agreement, neither party hereto may transfer or assign this agreement without prior written consent of the other party.

section 10. presumption. this agreement or any provision thereof shall not be construed against any party due to the fact that said agreement or any provision thereof was drafted by said party.

section 11. titles and captions. all article, section and paragraph titles or captions contained in this agreement are for convenience only and shall not be deemed part of the context nor affect the interpretation of this agreement.

section 12. pronouns and plurals. all pronouns and any variations thereof shall be deemed to refer to the masculine, feminine, neuter, singular or plural as the identity of the person or persons may require.

section 13. entire agreement. this agreement contains the entire understanding between and among the parties and supersedes any prior understandings and agreements among them respecting the subject matter of this agreement.

section 14. agreement binding. this agreement shall be binding upon the heirs, executors, administrators, successors and assigns of the parties hereto.

section 15. further action. the parties hereto shall execute and deliver all documents, provide all information and take or forbear from all such action as may be necessary or appropriate to achieve the purposes of this agreement.

section 16. parties in interest. except as expressly provided herein as to ccc, nothing herein shall be construed to be to the benefit of any third party, nor is it intended that any provision shall be for the benefit of any third party.

section 17. savings clause. if any provision of this agreement, or the application of such provision to any person or circumstance, shall be held invalid, the remainder of this agreement, or the application of such provision to persons or circumstances other than those as to which it is held invalid, shall not be affected thereby.

in witness whereof, this agreement has been made in duplicate, each of the parties caused this agreement to be executed by a duly authorized officer or agent as of the date first above written, and the parties hereto shall each keep one original copy of the agreement.

aaa,

a _________(placename) corporation

by :__________

______________

its: _________

place and date of signing: _________(placename), _________(m,d,y)

'aaa'

bbb, ltd.,

a _________(placename) corporation

by :__________

______________

its: _________

place and date of signing: _________(placename), _________(m,d,y)

'bbb'