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Verizon Wireless Contract Accept - DIJJI CORP - 4-15-2004

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Verizon Wireless Contract Accept - DIJJI CORP - 4-15-2004 Powered By Docstoc
					                                                   Exhibit 10.16

                                      [LOGO OF VERIZON WIRELESS]

                                            __________USER NAME

Verizon Wireless Contract Accept
In order to submit applications, you must first accept the following contract.

                          BREW(TM) APPLICATION LICENSE AGREEMENT

This BREW(TM) Application License Agreement ("Agreement") is a legally binding agreement between you and
Cellco Partnership d/b/a Verizon Wireless, a Delaware Partnership, having a place of business at 180
Washington Valley Road, Bedminster, New Jersey 07921 ("Verizon Wireless"). This Agreement sets forth the
terms and conditions applicable to Verizon Wireless' reproduction and distribution of any of the BREW(TM)
software applications developed by you and posted on the online BREW(TM) Catalog maintained by
Qualcomm, Incorporated ("Applications"). Capitalized terms used herein, but not defined herein, shall have the
same meaning ascribed to them in the agreement between you and Qualcomm, Incorporated related to the
Applications ("BREW(TM) Developer Agreement").

1. License Grant.

1. License. You hereby grant to Verizon Wireless a North American, assignable, non-exclusive, royalty-free
license to: (i) copy, reproduce, display and perform all Applications on the Carrier Catalog, in object code format
only, including all related documentation; and (ii) exploit, use, distribute, transmit, sublicense, transfer and assign
an unlimited number of copies of all Applications to end users, in object code format only, including all related
documentation. With respect to each Application, the foregoing license shall commence on the date the
Application is downloaded into the Carrier Catalog and will terminate on the earlier of (a) the date the
Application is removed from the Carrier Catalog, or (b) the date of termination of this Agreement. No such
removal or termination will terminate an end user's rights or licenses to continue to use those Applications that
were downloaded by the end user prior to such removal or termination. All rights not granted in this Agreement
are hereby reserved by you.
2. License Restrictions. Except to the extent permitted by this Agreement or by applicable law, Verizon Wireless
agrees not to:
(i) copy, reproduce, display, perform, exploit, use, distribute, transmit, sublicense, transfer or assign the
Applications; (ii) decompile, reverse engineer, disassemble or modify the Applications; or (iii) remove, efface or
obscure any copyright or other proprietary notices or legends from the Applications.

1.3 Verizon Wireless Property and Rights. You hereby acknowledge and agree that nothing in this Agreement
grants to you a right or license in any patents, copyrights, trade secrets, trademarks, logos or other property or
rights of Verizon Wireless.

2. Removal of Applications from the Carrier Catalog.

1. Removal Request. Under the BREW(TM) Developer Agreement, you may request, in writing, the removal of
an Application(s) from the BREW(TM) Catalog. Any such Application(s) will be removed from the Carrier
Catalog at the same time that such Application(s) is removed from the BREW(TM) Catalog. You acknowledge
and agree, however, that such Application(s) will not be removed from the Carrier Catalog, even if you ask
Verizon Wireless to remove such Application(s), until such time as the Application(s) is removed from the BREW
(TM) Catalog. Although such removal will terminate this Agreement with respect to the Application(s), you also
agree and acknowledge that the removal of an Application(s) from the Carrier Catalog will not terminate an end
user's rights or licenses to continue to use such Application(s) if the Application(s) was downloaded by the end
user prior to removal.
2. Removal by Verizon Wireless. Verizon Wireless may at any time, at its sole discretion and for any reason,
remove an Application(s) from the Carrier Catalog. Although such removal will terminate this Agreement with
respect to the Application(s), you acknowledge and agree that the removal of an Application(s) by Verizon
Wireless from the Carrier Catalog will not terminate an end user's rights or licenses to continue to use such
Application(s) if the Application(s) was downloaded by the end user prior to removal.

3. The DAP.

1. Payments by Qualcomm, Incorporated. You recognize and acknowledge that all payments made to you by
Qualcomm, Incorporated under the BREW(TM) Developer Agreement constitute a "pass through" payment of
any and/or all amounts which may be owed to Qualcomm, Incorporated by Verizon Wireless for any/all
Applications downloaded from the Carrier Catalog by end users. Further, you recognize and acknowledge that
you only will be entitled to receive payments from Qualcomm, Incorporated under the BREW(TM) Developer
Agreement if, through the efforts of Verizon Wireless, end users download the Applications from the Carrier
Catalog. Nonetheless, you recognize and acknowledge that all payments made by Qualcomm, Incorporated to
you, any failure by Qualcomm, Incorporated to make such payments and/or any disputes over such payments will
be governed exclusively by the BREW(TM) Developer Agreement. VERIZON WIRELESS BEARS NO
RESPONSIBILITY OR LIABILITY TO YOU FOR ANY SUCH PAYMENTS, FAILURE TO MAKE
SUCH PAYMENTS AND/OR DISPUTES CONCERNING SUCH PAYMENTS.

2. Establishing the DAP. You and Verizon Wireless may choose from time to time to discuss and negotiate a
DAP for one or more Applications. If you and Verizon Wireless negotiate a DAP for one or more Applications,
you must submit a pricing template(s) for the Application(s) in accordance with the BREW(TM) Developer
Agreement.

3. No Payments. Notwithstanding the description of payments in this
Section 3 (The DAP), no payments will be made by one party to the other under this Agreement.
4. Charges to End Users. You acknowledge and agree that the fees charged by Verizon Wireless to end users
for their use of the wireless communications services needed to download the Applications, as well as the fees
charged end users for downloading the Applications, will be determined by Verizon Wireless in its sole
discretion. You also acknowledge and agree that Verizon Wireless alone will be responsible for billing end users,
as well as for all associated collection activity, for such fees.

3.5 Free Demonstration. For each Application on the Carrier Catalog, you agree to provide a demonstration
version of the Application that end users may download free of charge to view and/or trial. Verizon Wireless will
not charge a fee to end users for downloading the demonstration version of any Application, although end users
may be charged for use of the; wireless communications services needed to download the demonstration version
of an Application, and the DAP for the demonstration version of each Application will be set at zero. The
duration of the demonstration version of each Application, as well as the included functionality, will be determined
by you in your sole discretion, but the demonstration version of every Application must accurately replicate the
experience of end users who pay to download the Application.

4. Limitation of Obligations. You are under no obligation under this Agreement to develop any Applications, post
any Applications on the BREW(TM) Catalog or keep any Applications posted on the BREW(TM) Catalog.
Verizon Wireless is under no obligation under this Agreement to download into the Carrier Catalog any
Applications, market any Applications downloaded into the Carrier Catalog to end users or ensure that end users
download any Applications.

5. Ownership. Subject to the licenses granted in this Agreement, and the BREW(TM) End User License
Agreement, you are and will remain the owner of all right, title and interest in and to each Application, including all
intellectual property rights therein.
6. Service Level Agreement. You agree to comply with the applicable performance obligations set forth in the
service level agreement ("Service Level Agreement") attached hereto as Exhibit A with respect to any and all
Applications that utilize the BREW(TM) API-labled I-SOCKET. The terms of the Service Level Agreement are
incorporated herein by reference. In the event of any conflicts between the terms of this Agreement and the
Service Level Agreement, the express terms of the Service Level Agreement shall govern and control solely with
respect to the subject matter in conflict.

7. Representations and Warranties.

1. No Viruses. You represent and warrant to Verizon Wireless that each Application will be free from code that:
(i) might disrupt, disable, harm or otherwise impede the operation of any software, firmware, hardware, wireless
communications device, computer system or network; and/or (ii) would enable you or anyone else to access the
Application for any reason unless permitted by this Agreement. Verizon Wireless may pursue any rights in law or
at equity to remedy any harm caused by any Application that violates this Section 7.1 (No Viruses).

2. Application Representation and Warranty. Each Application will be deemed accepted by Verizon Wireless at
the time it is downloaded into the Carrier Catalog. You represent and warrant to Verizon Wireless that, for as
long as an Application remains on the Carrier Catalog, the Application will perform in accordance with applicable
documentation and standards, including, without limitation, the specifications for True BREW(TM) Certification
and any specifications posted by Verizon Wireless on the extranet maintained for developers of Applications
("Extranet"). In the event Verizon Wireless believes that this representation and warranty is breached, it will
provide written notice to you and, within 10 days, you will: (i) repair the Application so as to bring its
performance into conformity with applicable documentation and standards; or (ii) replace the Application with a
version of the Application that performs in accordance with applicable documentation and standards. To the
extent neither (i) nor (ii) above is commercially feasible, Verizon Wireless will remove the Application from the
Carrier Catalog, and this Agreement then will terminate with respect to the Application. No such removal and
termination will terminate an end user's rights or licenses to continue to use Applications downloaded by the end
user prior to such removal or termination. THE FOREGOING WILL BE VERIZON WIRELESS' SOLE AND
EXCLUSIVE REMEDY IN THE EVENT OF A BREACH OF THE FOREGOING REPRESENTATION
AND WARRANTY. THIS LIMITATION OF REMEDY DOES NOT APPLY TO ANY APPLICATION
THAT VIOLATES SECTION 7.1 (NO VIRUSES).
3. Disclaimer. EXCEPT FOR THE EXPRESS REPRESENTATIONS AND WARRANTIES SET FORTH
IN THIS AGREEMENT, NEITHER YOU NOR VERIZON WIRELESS MAKE ANY OTHER
REPRESENTATIONS OR WARRANTIES. EACH PARTY EXPRESSLY DISCLAIMS ALL OTHER
REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY,
INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTIBILITY AND
FITNESS FOR A PARTICULAR PURPOSE.

8. Indemnification.

1. Indemnification. You hereby agree to defend, indemnify and hold harmless Verizon Wireless and all end users
(each an "Indemnified Party") against any and all claims, demands, causes of action, damages, costs, expenses,
penalties, losses and liabilities, whether under a theory of negligence, strict liability, contract or otherwise, incurred
or to be incurred by an Indemnified Party, including, but not limited to, reasonable attorneys' fees, arising out of,
resulting from or related to any copying, reproduction, display, performance, exploitation, use, distribution,
transmission, sublicensing, transfer or assignment of an Application(s) or related documentation permitted under
this Agreement that allegedly causes harm or causes an infringement of any patent, copyright, trademark, trade
secret or other property rights of one or more third parties arising in any jurisdiction throughout the world.
Verizon Wireless agrees to provide you with written notice of any claim subject to indemnification, allowing you
to have sole control of the defense of such claim and any resulting disposition or settlement of such claim;
provided, however, that Verizon Wireless may participate in the defense of a claim at its own expense. Any
disposition or settlement of a claim that imposes any liability on or affects the rights of Verizon Wireless will
require the prior written consent of Verizon Wireless.
2. Limited Remedies. If you determine that an Application becomes, or is likely to become, the subject of an
infringement claim or action, you may: (i) procure, at no cost to Verizon Wireless, the right to continue distributing
and/or sublicensing such Application or any portion thereof; or (ii) replace or modify the Application, or any
portion therefore, to render it non-infringing, provided the replaced or modified version of the Application
performs in accordance with applicable documentation and standards and passes True BREW(TM) Certification.
Alternatively, if neither (i) nor (ii) above are commercially feasible, Verizon Wireless will remove the Application
from the Carrier Catalog, and this Agreement then will terminate with respect to such Application. No such
removal and termination will terminate an end user's rights or licenses to continue to use Applications downloaded
by the end user prior to such removal or termination.

3. Exceptions. You will have no liability under this Section 8 (Indemnification) for any claim or action where such
claim or action would have been avoided but for modifications to an Application, or any portion thereof, made by
Verizon Wireless or an end user in violation of this Agreement. Similarly, you will have no liability under this
Section 8 (Indemnification) for any claim or action where such claim or action would have been avoided but for
the combination or use of an Application, or any portion thereof, with other products, processes or materials not
supplied by you if such combination or use was not intended or anticipated.

4. Sole Remedy. The obligations and remedies set forth in this Section 8 (Indemnification) shall be the sole and
exclusive remedies of Verizon Wireless with regard to an Application's infringement of third party patent,
copyright, trademark, trade secret or other property rights.
9. Liability Limitations.
1. No Consequential Damages. EXCEPT FOR THE OBLIGATIONS AND LIABILITIES ARISING UNDER
SECTION 8 (INDEMNIFICATION) OR A BREACH OF SECTION 1.2 (LICENSE RESTRICTIONS) OR
SECTION 7.1 (NO VIRUSES), IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER
PARTY IN ANY MANNER, UNDER ANY THEORY OF LIABILITY, WHETHER IN CONTRACT,
TORT (INCLUDING NEGLIGENCE) OR OTHER THEORY, FOR ANY CONSEQUENTIAL, SPECIAL,
INCIDENTAL, INDIRECT, EXEMPLARY, PUNITIVE OR STATUTORY DAMAGES, INCLUDING,
WITHOUT LIMITATION, LOSS OF DATA, REVENUES, BUSINESS OR PROFITS. THE PARTIES
ACKNOWLEDGE AND AGREE THAT THE LIMITATIONS CONTAINED IN THIS SECTION 9
(LIABILITY LIMITATIONS) APPLY REGARDLESS OF WHETHER THEY WERE ADVISED OF OR
WERE AWARE OF THE POSSIBILITY OF THE DAMAGES SET FORTH IN THE PRECEDING
SENTENCE.

2. Limits on Liability. EXCEPT FOR THE OBLIGATIONS AND LIABILITIES ARISING UNDER
SECTION 8 (INDEMNIFICATION) OR A BREACH OF SECTION
1.2 (LICENSE RESTRICTIONS) OR SECTION 7.1 (NO VIRUSES), IN NO EVENT SHALL THE
TOTAL, CUMULATIVE LIABILITY OF EITHER PARTY TO THE OTHER PARTY REGARDING ANY
AND ALL CLAIMS AND CAUSES OF ACTION, UNDER ANY THEORY OF LIABILITY, WHETHER
IN CONTRACT, IN TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EXCEED THE AMOUNTS
RECEIVED BY YOU FOR THE APPLICATIONS DISTRIBUTED BY VERIZON WIRELESS TO END
USERS.

3. Other. THE LIMITATIONS SET FORTH IN THIS SECTION 9 (LIABILITY LIMITATIONS) SHALL
BE DEEMED TO APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, RULE
AND REGULATION, NOTWITHSTANDING THE FAILURE OF THE ESSENTIAL PURPOSE OF ANY
LIMITED REMEDIES SET FORTH IN THIS AGREEMENT. THE PARTIES ACKNOWLEDGE AND
AGREE THAT THEY HAVE FULLY CONSIDERED THE FOREGOING ALLOCATION OF RISK AND
FIND IT REASONABLE, AND THAT THE FOREGOING LIMITATIONS IN THIS
SECTION 9 (LIABILITY LIMITATIONS) ARE AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN
THE PARTIES.
10. Term and Termination.

1. Term. This Agreement will become effective with respect to each Application on the date Verizon Wireless
downloads the Application into the Carrier Catalog, and will remain in effect until terminated as provided in this
Agreement.

2. Termination. Verizon Wireless may terminate this Agreement with respect to any or all Applications, with or
without cause, by removing the Applications from the Carrier Catalog. Upon termination of this Agreement,
Verizon Wireless agrees to cease permitting end users, or any other persons, to download the subject
Applications. Further, this Agreement will terminate with respect to any or all Applications on the date such
Applications are removed from the BREW(TM) Catalog, as well as the Carrier Catalog, in accordance with the
BREW(TM) Developer Agreement and this Agreement. You acknowledge and agree that the termination of this
Agreement with respect to an Application does not terminate the rights or licenses of an end user to continue to
use the Application if the Application was downloaded by the end user prior to termination.

3. Survival. Upon termination of this Agreement, the following provisions will survive termination: (i) Section 5
(Ownership);
(ii) Section 8 (Indemnification); (iii) Section 9 (Liability Limitations); (iv) Section 10 (Term and Termination); and
(v)
Section 11 (General).

11. General.

1. Dispute Resolution. Any claim or controversy arising out of or relating to this Agreement will be settled by an
independent arbitration administered by the American Arbitration Association under the Wireless Industry
Arbitration rules as modified by this Agreement. The arbitration shall occur before a single, neutral arbitrator and,
in rendering a decision, the arbitrator shall apply the substantive law of the State of New York. The decision of
the arbitrator shall be enforceable in the Federal District Court for the district where the arbitration is held.
2. Advertising. You agree not to place advertisements on any Application, whether advertisements for other
Applications or third party advertisements, without the prior written consent of Verizon Wireless.

3. End User Information. You agree not to use, copy or disclose, for any purpose other than to perform your
obligations under this Agreement, any personally identifiable information about end users that you gather as a
result of their download or use of the Applications.

4. Publicity and Confidentiality. You may not issue any marketing or other communications intended for public
disclosure, including, without limitation, press releases, advertisements and websites, that reference Verizon
Wireless or use the Verizon Wireless logo without the prior written consent of Verizon Wireless unless
specifically permitted by the publicity guidelines posted by Verizon Wireless on the Extranet. Further, you agree
that the terms and conditions of this Agreement are the confidential and proprietary information of Verizon
Wireless, and that you will not disclose such information to any third party without the prior written consent of
Verizon Wireless. This obligation of confidentiality will continue for the longer of: (i) five (5) years from the
effective date hereof; or (ii) for as long as this Agreement is in effect, plus an additional two (2) year period
thereafter.

11.5 Export Control Compliance. Verizon Wireless agrees that it will not export or re-export any Applications,
or any portions of thereof, in any form in violation of the laws, rules and regulations of the United States or any
other jurisdiction or country without the appropriate United States and foreign government export or import
licenses or other official authorization.

6. Government Legend. Both parties acknowledge and agree that the Applications are "commercial computer
software" as defined in DFARS 252.227 7014, and that they have been developed exclusively at private
expense. Pursuant to FAR 12.212 or DFARS 227 7202 and their successors, as applicable, all use,
reproduction and disclosure of the Applications is governed by this Agreement.
7. Severability. In the event any provision of this Agreement is found to be invalid, illegal or unenforceable, the
validity, legality and enforceability of any of the remaining provisions shall not in any way be affected or impaired,
and a valid, legal and enforceable provision of similar intent and economic impact shall be substituted therefore.

8. Waiver. The failure by either party to require the performance of the other party under any provision of this
Agreement will not affect the right of such party to require performance under said provision at any time
thereafter. Nor will waiver by either party of a breach of any provision of this Agreement be taken or held to be a
waiver of the provision itself.

11.9 Construction. The headings and captions of this Agreement are inserted only for convenience and
identification and are in no way intended to define, limit or expand the scope and/or intent of this Agreement.

11.10 Relationship of Parties. You and Verizon Wireless are independent contractors under this Agreement, and
nothing herein shall establish any relationship of partnership, joint venture, employment, franchise or agency
between you and Verizon Wireless. Neither you nor Verizon Wireless shall have the power to bind the other or
incur obligations on the other's behalf without the other's prior written consent.

11. Assignment. Verizon Wireless may assign this Agreement in whole without your consent, but you may not
assign this Agreement in whole or in part without the prior written consent of Verizon Wireless. This Agreement
will bind and inure to the benefit of the respective successors and permitted assigns of Verizon Wireless.
11.12 Compliance with Laws. Both parties agree to comply with all applicable laws, rules and regulations in
connection with their activities under this Agreement.

11.13 Governing Law. This Agreement is governed by the laws of the State of New York, without regard to its
conflict of law principles. The United Nations Convention on Contracts for Sale of International Goods does not
apply to this Agreement.

11.14 Notices. All notices required by this Agreement must be in writing and delivered, via United States mail,
postage prepaid, courier or facsimile to the other party as agreed to by the parties. Notice will be deemed
effective upon receipt.

1. Entire Agreement and Amendment. This Agreement completely and exclusively states the agreement between
you and Verizon Wireless regarding its subject matter. This Agreement supersedes and replaces all prior or
contemporaneous understandings, representations, agreements or other communications between you and
Verizon Wireless, whether oral or written, regarding its subject matter. No modification of this Agreement will be
valid except in writing signed by you and Verizon Wireless.

                                                      Exhibit A

                                            Service Level Agreement

This Service Level Agreement is Exhibit A to the BREW(TM) Application License Agreement between you and
Verizon Wireless.

I. Help Desk Technical Support

Upon reasonable request, whether initiated via telephone, facsimile or fax, you will provide technical support
services to designated contacts at Verizon Wireless ("Help Desk Technical Support"). Help Desk Technical
Support will include, but is not limited to, consultation on the operation and utilization of the Applications and
problem resolution for failures of the Applications as reported by Verizon Wireless. All Help Desk Technical
Support will be provided by you.
II. End User Technical Support

As set forth below, you will use commercially reasonable efforts to provide technical and service related support
to designated contacts at Verizon Wireless regarding end users who download one or more of the Applications
from the Carrier Catalog on a 24 hours a day, seven (7) days a week basis by both telephone and electronic mail
("End User Technical Support"). End User Technical Support will include, but is not limited to, the functions set
forth below.
. Establishment and maintenance of a toll free telephone number for designated contacts at Verizon Wireless to
call to obtain End User Technical Support.
. Establishment and maintenance of an electronic mail address specifically for designated contacts at Verizon
Wireless to write to obtain End User Technical Support.
. Answering the toll free telephone number with a standard, professional support greeting.
. Answering all messages sent to the electronic mail address using a standard, professional format.
. Troubleshooting of World Wide Web connection problems when brought to your attention by designated
contacts at Verizon Wireless in calls to the toll free telephone number or in messages to the electronic mail
address.
. Provide basic assistance on navigation and use of the Applications when requested by designated contacts at
Verizon Wireless in calls to the toll free telephone number or in messages to the electronic mail address.
. Assist with registration, password and user profile issues, in situations where proper operation and use of the
Applications is dependent on those issues, when requested in calls to the toll free telephone number or in
messages to the electronic mail address.
. Log all calls to the toll free telephone number and all messages to the electronic mail address, each a Problem
Action Request ("PAR"), and keep records of those logs for at least two (2) years.
. Conduct ongoing testing of the Applications to proactively troubleshoot and resolve problems.
III. PARS

The response to PARs will be determined by the severity of the problem reported by Verizon Wireless. You and
Verizon Wireless will assign trouble severity based on the codes set forth in the following table ("Severity Code").

          --------------------------------------------------------------------------------
          Severity Description                           Maximum   Minimum    Initial
          Code                                           Restoral Status      Response
                                                         Time      Intervals Time
          --------------------------------------------------------------------------------
          1         A Severity Code 1 PAR shall be       1 hour    1 hour     30 minutes
                    defined as a "Critical problem"
                    when the problem with the
                    Application(s) causes:

                      . a complete outage of a product or
                      service; or

                      . a reoccurring temporary outage of
                      a product or service; or

                      . data loss or corruption; or

                      . critical job/data integrity
                      defect.

                      Example: 404 Error on a top two (2)
                      tier service category.
2   A Severity Code 2 PAR shall be        6 hours   1 hours   60 minutes
    defined as a "Major Problem" when
    the problem with the Application(s)
    causes:
    . severe or moderate degradation of
    the capability of the
    Application(s); or
    . materially different performance
    of essential features and functions
    of the Application(s) from those
    normally experienced by end users;
    or
    . an inability to service end user
    help requests related to the
    Application(s); or
    . a failure of non-essential
    features or functions of the
    Application(s); or
    . a failure that requires ongoing
    intervention by Verizon Wireless to
    maintain the Application(s).

    Example: End users receive "compile
    error" messages when attempting to
    read a news item.
             3           A Severity Code 3 PAR shall be             48 hours    1 day        2 hours
                         defined as a "Minor Problem" when
                         the problem with the Application(s)
                         causes:
                         . minimal degradation of an end
                         user experience; or
                         . materially different performance
                         of non-essential features and
                         functions of the Application(s)
                         from those normally experienced by
                         end users.
                         Example: Service personnel must
                         manually log on to site with the
                         user name and password




1. Third Party Interaction

To the extent necessary, you will interface with third party software, hardware, content and/or application
providers used by you to establish, maintain and/or provide the Applications to Verizon Wireless for distribution
to end users. In connection with Help Desk Technical Support and End User Technical Support, Verizon
Wireless will not be handed off to such third parties for any reason.
2. PAR Initiation and Tracking

Severity assessment of PARs shall be assigned by the party detecting the problem and communicating the
problem to the other party. In addition, PARs shall be tracked via a common issue number. Both parties shall
agree on the severity assessment and issue number in the initial communication regarding each PAR.

Both you and Verizon Wireless will communicate about PARs though a single support telephone number. Such
telephone numbers will be exchanged at the time that this Agreement becomes effective, and they will be staffed
24 hours a day, seven (7) days a week. A root cause analysis of each PAR will be provided by you within five
(5) days for all Severity Code 1 and Severity Code 2 PARs. Further, you will provide a written event assessment
within 24 hours of the resolution of all PARs.

3. Escalations

Escalations shall occur if response times, status intervals, initial response times or post-event documentation times
are not met. You and Verizon Wireless shall exchange escalation contacts and their numbers through the Vice
President level at the time that this Agreement becomes effective.

4. Upgrade Coordination

You will give Verizon Wireless at least 24 hours written notice of the installation of any new software releases
related to one or more of the Applications, as well as the installation of any new hardware related to one or more
of the Applications. Included in the notice will be any expected changes to the Applications.

5. Maintenance

Scheduled downtime for the Applications shall not exceed two (2) hours and shall not occur during normal
working hours.
IV. Service Levels

You will ensure that the performance and availability of each of the Applications is monitored on a continuous, 24
hours a day, seven (7) days a week basis. This monitoring shall encompass the performance and availability of
the underlying network within your span of control, any and all servers used to provide and support the
Applications, disk space utilization and Internet connectivity. Further, you will ensure that each of the
Applications is available for end users to download from the Carrier Catalog, as well as for use by end users after
download, on average 99.0% of the time during each calendar month. This excludes scheduled maintenance
periods.

You will ensure that each transaction related to each of the Applications will complete within five (5) seconds or
less, on average, excluding network transfer time. This metric shall be attained at least 90.0% of the time on a
weekly basis.

The network between your hardware and software, on the one hand, and the Internet, on the other hand, will be
configured such that no single component failure will significantly impact the availability or performance of the
Applications. This network will be sized such that no single connection runs at more than 70.0% average
utilization for a five (5) minute peak period each day.

V. Reporting

You are responsible for reporting to Verizon Wireless on a monthly basis your actual performance against each
of the service levels set forth in Section IV. above. The parties will mutually agree on the precise content, format
and method for delivering these reports at the time this Agreement becomes effective. On a monthly basis, you
will provide a report reflecting the uptime (as a percentage) and response time of the web servers that are serving
the Applications. If there are any outages as defined in Section III. above, you will provide a written explanation,
including, without limitation, the length of the outage, reason for the outage and the corrective action taken, of the
outage and the resolution.

VI. Non-Performance

If you fail to meet one or more of the service levels set forth in Section IV. above, Verizon Wireless either may
(a) give you written notice along with 30 days to cure the non-performance or (b) terminate this Agreement in
accordance with Section 10 of this Agreement.
VII. Changes to Service Levels

Upon mutual, written agreement, you and Verizon Wireless may change the service levels set forth herein from
time to time.

This is version number 1.2 of the contract. Name:
Title:
[ ] I accept the Verizon Wireless Terms and Conditions
                                                 Exhibit 10.17

                                             [LOGO OF BREW]

                                         BREW(TM) Pricing Terms

Percentage of DAP for each Carrier. The following table sets forth the percentage of the DAP payable to
Developer by QUALCOMM on behalf of Carriers for BREW Applications that are submitted to
QUALCOMM by Developer using Developer's Extranet account credentials and downloaded by the applicable
Carrier's end user subscribers from the Carrier Catalog. No fees will be due Developer when a Carrier includes a
BREW Application in the Carrier Catalog. The percentages in the following table will not change during the term
of QUALCOMM's BREW Carrier Agreement with the particular Carrier.

                           --------------------------------------------------
                             Carrier Name     Developer Percentage of DAP (1)
                           --------------------------------------------------
                           Verizon Wireless               [*]
                           --------------------------------------------------
                           --------------------------------------------------




(1) These percentages are subject to the terms in the BREW Developer Agreement regarding taxes and other
amounts withheld by Carriers, payments made in a currency other than U.S. dollars, payments due to BREW
Extension developers, and the other terms in the BREW Developer Agreement.

Minimum Amounts Due QUALCOMM for Certain BREW Applications. Developer agrees to pay
QUALCOMM the following amounts for Local Applications and Network Applications submitted by Developer
that either (i) do not have a DAP (e.g., Applications pre-loaded onto BREW Devices) or (ii) have a DAP of less
than a minimum amount. For purposes of determining the fees owed by Developer, the following definitions will
apply:

"Local Application" means a BREW Application or Other Application written by Developer that does not
communicate or exchange information outside the BREW Device.

"Network Application" means a BREW Application or Other Application written by Developer that does
communicate or exchange information outside the BREW Device.

"Other Application" means an executable software application stored on a BREW Device that (i) is not in the
BREW Catalog and that requires the use of a BREW Extension, or (ii) that uses or accesses, either directly or
indirectly, the BREW API as embedded in a BREW Device.

         --------------------------------------------------------------------------------
             Type of BREW Application                   Amount Due QUALCOMM
         --------------------------------------------------------------------------------
         Local Applications without a DAP [*] payable each time (i) an end
         or a DAP less than $1.00.         user subscriber downloads the Local
                                           Application or (ii) such Application is
                                           pre-loaded onto a BREW Device.
         --------------------------------------------------------------------------------
         "Subscription" based Network      [*] per month per end user
         Applications
         --------------------------------------------------------------------------------

         BREW Pricing Terms
         GT\6240358.20
         March 5, 2002
         Rev. 6.0                                                              QUALCOMM Proprietary




* Certain information on this page has been omitted and filed separately with the Securities and Exchange
Commission. Confidential treatment has been requested with respect to the omitted portions.
1
          --------------------------------------------------------------------------------
          without a DAP or with a DAP less subscriber with such Network Application.
          than $1.00/month (e.g., a music   Payable monthly until QUALCOMM receives a
          player with a per month           message from the end user's BREW Device that
          subscription fee).                the subscription has ended.
          --------------------------------------------------------------------------------
          "Number of Days" based Network    [*] per month (prorated) per end
          Applications without a DAP or     user subscriber with such Network Application.
          with a DAP less than $1.00/month Payable in full each time (i) an end user
          (prorated) (e.g., a game          subscriber downloads the Network Application
          application that can be played    or (ii) such Application is pre-loaded onto a
          for 60 days).                     BREW Device.
          --------------------------------------------------------------------------------
          "Elapsed Time" based Network      [*] per minute of use (prorated)
          Applications without a DAP or     per end user subscriber with such Network
          with a DAP less than $0.10 per    Application. Payable in full each time (i) an
          minute of use (prorated) (e.g.,   end user subscriber downloads the Network
          a game application that can be    Application or (ii) such Application is
          played for a maximum of 60        pre-loaded onto a BREW Device.
          minutes).
          --------------------------------------------------------------------------------
          "Number of Uses" based Network    [*] per use (prorated per end user
          Applications without a DAP or     subscriber with such Network Application.
          with a DAP less than $0.10 per    Payable in full each time (i) an end user
          use (prorated} (e.g., a stock     subscriber downloads the Network Application
          trading application that allows   or (ii) such Application is pre-loaded onto a
          the user to make 3 stock          BREW Device.
          trades).
          --------------------------------------------------------------------------------
          "Expiration Date" based Network   [*] per month (prorated) per end
          Applications without a DAP or     user subscriber with such Application. Payable
          with a DAP less than $1,00/month in full each time (i) an end user subscriber
          (prorated) (e.g., a game          downloads the Network Application or (ii) such
          application that expires on a     Application is pre-loaded onto a BREW Device.
          specified date).
          --------------------------------------------------------------------------------
          All other Network Applications    [*] per end user subscriber with
          without a DAP or with a DAP less such Application. Such fee will be payable
          than $5,00 (e.g., a global        each time (i) an end user subscriber downloads
          positioning system (GPS)          the Application or (ii) such Application is
          application that allows for       pre-loaded onto a BREW Device.
          unlimited use).
          --------------------------------------------------------------------------------




Additional Revenue Sharing. QUALCOMM reserves the right to collect from Developer ten percent (10%) of
any revenue or other benefit or consideration. Developer receives from a Carrier, a wireless device manufacturer,
an end user or any third party for (i) BREW Applications submitted or developed by Developer and made
available to a Carrier, wireless device manufacturer, or any third party, and (ii) software applications submitted or
developed by Developer that use, directly or indirectly, the BREW API embedded in BREW Devices, to the
extent such 10% exceeds the minimum fees set forth above. Developer agrees to report to QUALCOMM the
amount of any revenue, other benefits or consideration received from Carriers, wireless device manufacturers,
end users, or any third parties.

Payments by Carrier. Notwithstanding anything to the contrary in these BREW Pricing Terms or in the BREW
Developer Agreement, upon QUALCOMM's notice to Developer. Developer agrees that payments to
Developer for BREW Applications as described in these Pricing Terms or such Agreement may be made directly
by the Carrier. Such payment to be made in accordance with the Carrier's agreement with Developer, and not by
QUALCOMM on behalf of the Carrier as provided above. Developer acknowledges that QUALCOMM may
charge Carrier amounts for services provided by QUALCOMM or as otherwise agreed to by QUALCOMM
and the Carrier, and that Developer will not be entitled to any such additional amounts.

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* Certain information on this page has been omitted and filed separately with the Securities and Exchange
Commission. Confidential treatment has been requested with respect to the omitted portions.

                                                       2
Pricing Templates. For a summary of the pricing templates set forth in the Developer Extranet, please see the
Application Pricing Overview set forth below.

Fees for BREW Extensions. Developer agrees to pay the fees for each BREW Extension used, accessed or
called by a BREW Application developed by Developer as described in the pricing terms for the BREW
Extension, as posted on QUALCOMM's Developer Extranet. Payments to the BREW Extension developer will
be made by QUALCOMM on behalf of Developer from amounts otherwise due Developer under the BREW
Developer Agreement, and Developer acknowledges and agrees that QUALCOMM may (i) reduce amounts
otherwise owed to Developer to make such payments and (ii) make such payments to the BREW Extension
developer in accordance with the terms agreed to by QUALCOMM and such developer. If such payments are
required to be made by QUALCOMM on behalf of Developer to the BREW Extension developer and there are
no amounts due Developer under the BREW Developer Agreement, then QUALCOMM may, as provided in
the BREW Developer Agreement, charge such fees and amounts, to Developer.

Confidentiality. You acknowledge and agree that these BREW Pricing Terms (as amended from time to time by
QUALCOMM) are the confidential and proprietary information of QUALCOMM and are subject to the
confidentiality and non-disclosure terms in the BREW Developer Agreement.

Please print these BREW Pricing Terms for your records.

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                                                        3
Qualcomm(R)

                                          EXPORT QUESTIONNAIRE

          Product Name:                                    QUALCOMM Class ID No.:

          --------------------------------------------------------------------------------
          Contact Name:                           Phone Number:

          --------------------------------------------------------------------------------
          Company Name:                           Email Address

          --------------------------------------------------------------------------------
          Product Description:




Does your product contain encryption or perform cryptographic functions? (Circle) Yes No
Complete the remaining information only if your product contains encryption or performs cryptographic functions.
If you answered no to the above question, please sign and return this form to QUALCOMM as instructed
below.

                                      ENCRYPTION QUESTIONNAIRE

Describe all symmetric and asymmetric algorithms and how the algorithms are used in the software:


Is this software not user-accessible and is it limited to or specially designed for any the following functions (select
Yes or No):
Yes No

Execution of copy-protected software, Copy-protected read-only media, Information stored in encrypted form
on media where the media is offered for sale in identical sets to the public, One-time encryption of copyright
protected audio or video data, Authentication or digital signatures, Fixed data compression or coding techniques,
or Banking or money transactions.

If the encryption is not limited to any of the above functions (if you answered no to all of the above questions),
please complete the Export Classification information below or complete the two page Commodity Classification
Encryption Questionnaire. If you have obtained the commodity classification from the U.S. government, please fill
out the export classification information below.


Export Classification ECCN: License Exception: CCATS #: CCATS Date:
Information
(if applicable or known)


Was this encryption product granted RETAIL status by the U.S. Department of Commerce? (circle one) YES
NO NA *If applicable, send a fax copy of the CCATS classification to
(858) 651 -1767 along with this completed form.

I hereby certify that the above information is correct.

Print Name Signature


Title Date


Please return the completed form by fax to (858) 651-1767 or by email to qcel@qualcomm.com.
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                                4
Qualcomm(R)


                COMMODITY CLASSIFICATION - ENCRYPTION QUESTIONNAIRE

The U.S. Government's Bureau of Export Administration regulates exports of products and technology, including
software offered for download outside the U.S. To determine the export requirements of your software
application, the technical characteristics of the software must be reviewed against U.S. government guidelines.
The below information is required to determine which export requirements may apply to your BREW application.

1. List the symmetric and asymmetric encryption algorithms and key lengths and also describe how the algorithms
are used (e.g., 56-bit DES, 168-bit 3DES, 128-bit RC4, 448-bit Blowfish, etc). Specify which encryption
modes are supported (e.g., cipher feedback mode or cipher block chaining mode.):

                                              Symmetric Algorithms

                          Name of Algorithm Maximum Key Length Mode(s) Use




                                             Asymmetric Algorithms

                               Name of Algorithm Maximum Modulus Size Use



                                        Hash Algorithms (list names) Use




2. State the key management algorithms and any key management protocols not listed above, including modulus
sizes, which are supported (e.g., 512-bit RSA, 1024-bit Diffie-Hellman):

Explain how the application uses these algorithms and protocols.

3. If using a proprietary algorithm not widely available, include a textual description of the algorithm. Attach the
source code for review by the U.S. Government.

4. Describe any pre-processing methods (e.g., data compression [LZS, Deflate, etc.] or data interleaving) that
are applied to the plain text data prior to encryption.



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                                                          5
Qualcomm(R)


5. Describe any post-processing methods (e.g., packetization, encapsulation) that are applied to the cipher text
data after encryption:

6. List the communication protocols (e.g., X.25, Telnet or TCP) and encryption protocols (e.g., SSL, IPSEC, or
PKCS standards) that are supported:

Describe these protocols and explain how the application uses them:
Attach the source code for review by the U.S. Government if the protocols are not widely available.

7. Does this software contain a general application programming interface (e.g., one that accepts either a
cryptographic or non-cryptographic interface but does not itself maintain any cryptographic functionality)? Yes [ ]
No [ ] If Yes, describe and identify which are for internal (private) use and which are external (public) use:

8. Identify the third party libraries or other sources for the encryption functionality below:

Library Manufacturer Static or Dynamic




9. For commodities or software using Java byte code, describe the techniques that are used to protect against
decompilation and misuse.

10. Explain how the product precludes user modification of the encryption algorithms, key management and key
space.

11. Check all that apply to this product:
Can the cryptographic functionality be easily changed by the user? Yes [ ] No [ ]

Does the product require substantial support for installation or use (beyond phone support, e.g. requiring a
service contract). Yes [ ] No [ ]

Has the cryptographic functionality been modified or customized to customer specification.
Yes [ ] No [ ]

12. You must certify that the application does not implement an open cryptographic interface (OCI). An OCI
provides end users with the ability to plug in encryption functionality of their choice. Applications implementing an
OCI are not eligible for download via the BREW platform.

[ ] I certify that this software application does not contain an open cryptographic interface.


I hereby certify that the above information is correct.


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                                                           6
                               BREW END USER LICENSE AGREEMENT

BY INSTALLING OR USING THIS BREW APPLICATION ("APPLICATION") YOU ARE AGREEING
TO BE BOUND BY ALL OF THE TERMS SET FORTH BELOW, IF YOU DO NOT AGREE TO THE
TERMS OF THIS AGREEMENT, DO NOT INSTALL OR USE THE APPLICATION.

Limited License. The developer of the Application ("Developer") hereby grants to you a non-exclusive limited
license to install the object code version of the Application on one wireless communication device and to use the
Application on such device. All rights not expressly granted are reserved by the Developer. The term Application
includes any software that is provided to you at the same time the Application is provided to you, or that is used
in connection with the Application.

Restrictions. You agree not to reproduce, modify or distribute the Application or other software included in your
wireless device ("Other Software"). Subject to applicable law, you agree not to decompile or reverse engineer
the Application or the Other Software. You agree not to (i) remove any copyright or other proprietary notice
from the Application or the Other Software, or (ii) sublicense or transfer the Application or the Other Software to
a third party.

Ownership. You agree that the Developer and its licensors retain all right, title and interest in and to the
Application and all copies of the Application, including all copyrights therein. You agree to erase an Application
from your wireless device upon receipt of notice.

Termination. This Agreement shall terminate immediately, without notice, if you fail to comply with any material
term of this Agreement. Upon termination you agree to immediately erase the Application from your wireless
device.

Disclaimer of Warranty. THE APPLICATION IS LICENSED TO YOU "AS IS." DEVELOPER AND ITS
LICENSORS DISCLAIM ANY AND ALL WARRANTIES REGARDING THE APPLICATION,
WHETHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, THE IMPLIED
WARRANTIES OF NON-INFRINGEMENT OF THIRD PARTY RIGHTS, MERCHANTABILITY AND
FITNESS FOR A PARTICULAR PURPOSE. DEVELOPER DOES NOT WARRANT THAT THE
OPERATION OF THE APPLICATION WILL BE UNINTERRUPTED OR ERROR FREE. SOME
JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE
EXCLUSION MAY NOT APPLY OR MAY BE LIMITED.

Limitation of Liability. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO
EVENT SHALL THE DEVELOPER OR ITS LICENSORS BE LIABLE FOR ANY CONSEQUENTIAL,
SPECIAL, INCIDENTAL OR INDIRECT DAMAGES OF ANY KIND ARISING OUT OF THE USE OF
THE APPLICATION (INCLUDING BUT NOT LIMITED TO LOST DATA OR LOST PROFITS), EVEN
IF THE DEVELOPER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. TO THE
MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL THE DEVELOPER'S
LIABILITY FOR ANY CLAIM, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR
ANY OTHER THEORY OF LIABILITY, EXCEED THE FEE PAID BY YOU. SOME JURISDICTIONS
DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR
CONSEQUENTIAL DAMAGES SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY
OR MAY BE LIMITED.

Export. The Application is subject to the export control laws and regulations of the United States and other
jurisdictions. You agree to comply with all such laws and regulations.

Government. If you are or are acting on behalf of an agency or instrumentality of the United States Government,
the Application is "commercial computer software" developed exclusively at private expense. Pursuant to FAR
12.212 or FEARS 227 7202 and their successors, as applicable, use, reproduction and disclosure of the
Application is governed by the terms of this Agreement.

Miscellaneous. This Agreement is governed by the laws of the State of California, USA, without regard to
California's conflict of law principles. The United Nations Convention on Contracts for the Sale of International
Goods does not apply to this Agreement. If any provision hereof is held illegal, invalid or unenforceable, in whole
or in part, such provision shall be modified to the minimum extent necessary to make it legal, valid and
enforceable, and the legality, validity and enforceability of all other provisions of this Agreement shall not be
affected thereby. This Agreement constitutes the entire agreement between you and the Developer regarding its
subject matter and supersedes any prior agreement, whether written or oral, relating to the subject matter of this
Agreement. No modification or alteration of this Agreement will be valid except in writing signed by you and the
Developer.

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                                                         7
                                     CARRIER LICENSE AGREEMENT

Capitalized terms used herein shall have the same meaning ascribed to them in the BREW Developer Agreement
between QUALCOMM and the Developer. The terms of this Carrier License Agreement shall apply unless
Developer and the applicable Carrier enter into a separate written agreement.

1. License Grant.

1.1 Grant of License to BREW Software. Subject to this Carrier License Agreement, Developer hereby grants to
Carrier a world-wide, assignable, non-exclusive license to: (i) to reproduce and include each BREW Application
and related documentation developed by Developer in the Carrier Catalog in object code format only; and (ii) to
distribute through multiple tiers of distribution to Carrier's end user subscribers ("End Users") an unlimited number
of copies of such BREW Applications in object code form only and such documentation. With respect to each
BREW Application, the foregoing license shall commence on the date the BREW Applications is downloaded
into the Carrier Catalog and will terminate on the earlier of (a) the date the BREW Application is removed from
the Carrier Catalog, or (b) the date of termination of this Carrier License Agreement. Any such termination shall
not terminate an End User's right to continue to use a BREW Application downloaded by the End User prior to
such termination. All rights not granted in this Carrier License Agreement are hereby reserved by Developer and
its licensors.

1.2 License Restrictions. Except to the extent permitted by this Carrier License Agreement or by applicable law.
Carrier agrees (i) it will not otherwise distribute BREW Applications; (ii) it will not modify, reverse assemble,
decompile or reverse engineer a BREW Application, and (iii) it will not remove, efface or obscure any copyright
notices, logos or other proprietary notices or legends included in a BREW Application.

2. Removal of a BREW Application from the Carrier Catalog.

2.1 Developer's Requested Removal of a BREW Application from the Carrier Catalog. Carrier will remove a
BREW Application from the Carrier Catalog within thirty (30) days after receipt of Developer's written request.

2.2 Carrier's Removal of a BREW Application from the Carrier Catalog. Subject to the terms in the BREW
Carrier Agreement, the Carrier may remove a BREW Application from the Carrier Catalog at any time and for
any reason in the Carrier's sole discretion. Developer acknowledges that Carrier's removal of a BREW
Application from the Carrier Catalog does not terminate the rights or licenses of End Users who obtained such
BREW Application from Carrier prior to the date of removal.

3. BREW Extensions. For purposes of Section 1 (License Grant) and Section
2 (Removal of BREW Applications from the Carrier Catalog) the term "BREW Application" includes any BREW
Extensions used, accessed or called by a BREW Application.

4. The DAP.

4.1 DAP Negotiation. Developer and Carrier may choose, from time to time, to discuss and negotiate a DAP for
a particular BREW Application that will apply only to Carrier. If Developer and Carrier negotiate an alternate
DAP for a BREW Application, Developer will submit an alternate Pricing Template for the BREW Application.

4.2 No Fees. No payments shall be made by either Developer or Carrier to the other under this Carrier License
Agreement, or for any use or development of BREW Applications.

5. Ownership. Subject to the licenses granted in this Carrier License Agreement and the End User License
Agreement, Developer and its licensors are and will remain the owner of all right, title and interest in and to each
BREW Application and BREW Extension, including all intellectual property rights therein.

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8
6. Representations and Warranties.

6.1 No Viruses. Developer represents and warrants to Carrier that each BREW Application developed by
Developer will be free from (i) viruses and code that might disrupt, disable, harm, erase the memory of, or
otherwise impede the operation, features or functions of any software, firmware, hardware, wireless device,
computer system or network, or (ii) code that would permit Developer or any third party to access the BREW
Application to cause the disablement or impairment of the BREW Application or a BREW Device. In the event
of a breach of the foregoing warranty. Developer will be liable and responsible for all losses, costs, expenses and
damages, including, without limitation, the cost of recalling BREW Devices.

6.2 BREW Application Warranty. Each BREW Application will be deemed accepted by Carrier at the time it is
downloaded by the Carrier from QUALCOMM. Developer warrants to Carrier, for a period of thirty (30) days
after Carrier downloads a copy of a BREW Application from QUALCOMM, that the BREW Application will
perform substantially in accordance with the applicable documentation. In the event of a breach of this warranty.
Carrier must provide written notice to Developer within the warranty period and Developer will, after receipt of
such notice (i) repair the BREW Application, (ii) replace the BREW Application with a BREW Application
which conforms to the foregoing warranty, or
(iii) terminate this Carrier License Agreement with respect to the BREW Application. THE FOREGOING WILL
BE CARRIER'S SOLE AND EXCLUSIVE REMEDY IN THE EVENT OF A BREACH OF THE
FOREGOING WARRANTY. Developer does not warrant that the operation of a BREW Application will be
uninterrupted or error free.

7. DISCLAIMER. EXCEPT FOR THE EXPRESS WARRANTIES AND REPRESENTATIONS SET
FORTH IN THIS CARRIER LICENSE AGREEMENT, NEITHER DEVELOPER, ITS LICENSORS NOR
CARRIER MAKE ANY OTHER WARRANTIES. EXPRESS OR IMPLIED. EACH PARTY EXPRESSLY
DISCLAIMS ALL OTHER WARRANTIES AND REPRESENTATIONS. WHETHER EXPRESS,
IMPLIED, OR STATUTORY, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES
OF MERCHANTIBILITY, FITNESS FOR A PARTICULAR PURPOSE. AND NON-INFRINGEMENT.

8. Indemnification.

8.1 Indemnification. Developer hereby agrees to defend, indemnify and hold harmless Carrier and its End Users
(each, an "Indemnified Party") against any and all claims, demands, causes of action, damages, costs, expenses,
penalties, losses and liabilities (whether under a theory of negligence, strict liability, contract or otherwise)
incurred or to be incurred by an Indemnified Party (including reasonable attorney fees) arising out of resulting
from or related to (i) a breach of any representation or warranty under this Carrier License Agreement or (ii) any
use, reproduction or distribution of a BREW Application or BREW Application documentation developed by
Developer which causes an infringement of any patent, copyright, trademark, trade secret, or other property
rights of any third parties arising in any jurisdiction throughout the world. Carrier agrees to provide Developer
with written notice of any third party claim subject to indemnification, allowing Developer to have sole control of
the defense of such claim and any resulting disposition or settlement of such claim; provided, however that the
Carrier may participate in the defense of a claim at its own expense. Any disposition or settlement that imposes
any liability on or affects the rights of Carrier will require the Carrier's written consent.

8.2 Limited Remedies. If Developer determines that a BREW Application becomes, or is likely to become, the
subject of an infringement claim or action. Developer may at its sole option: (i) procure, at no cost to Carrier, the
right to continue distributing such BREW Application, or portion thereof, as applicable; (ii) replace or modify the
BREW Application, or portion therefor, as applicable to render it non-infringing, provided there is no material
loss of functionality; or (iii) if, in Developer's reasonable opinion, neither (i) nor (ii) above are commercially
feasible, (a) Carrier shall immediately remove the BREW Application from the Carrier Catalog upon Developer's
written request; and (b) Developer may terminate this Carrier License Agreement for such BREW Application.

8.3 Exceptions. Developer will have no liability under this
Section 8 (Indemnification) for any claim or action where: (i) such claim or action would have been avoided but
for modifications of a BREW Application, or any portion thereof, made by Carrier or a third party; (ii) such claim
or action would have been avoided but for the combination or use of the BREW Application, or any portion
thereof, with other products,
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                                9
processes or materials not supplied by Developer; (iii) such claim or action would have been avoided but for
Carrier's failure to implement the infringement remedy of removal as requested, if at all, by Developer under
Section 8.2 (Limited Remedies): or (iv) Carrier's use of the BREW Application, or any portion thereof, is not in
compliance with the terms of this Carrier License Agreement and such claim would have been avoided but for
such non-compliance.

8.4 Sole Remedy. The obligations and remedies set forth in this
Section 8 (Indemnification) shall be the sole and exclusive remedies of Carrier for the infringement of third-party
rights by a BREW Application.

9. Liability Limitations.

9.1 No Consequential Damages. EXCEPT FOR THE OBLIGATIONS AND
LIABILITIES ARISING UNDER SECTION 8 (INDEMNIFICATION) OR A BREACH OF SECTION 1.2
(LICENSE RESTRICTIONS), IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER
PARTY IN ANY MANNER, UNDER ANY THEORY OF LIABILITY. WHETHER IN CONTRACT,
TORT (INCLUDING NEGLIGENCE). BREACH OF WARRANTY OR OTHER THEORY, FOR ANY
INDIRECT, CONSEQUENTIAL, INCIDENTAL, EXEMPLARY, PUNITIVE, STATUTORY OR
SPECIAL DAMAGES, INCLUDING LOST PROFITS AND LOSS OF DATA, REGARDLESS OF
WHETHER SUCH PARTY WAS ADVISED OF OR WAS AWARE OF THE POSSIBILITY OF SUCH
DAMAGES.

9.2 Limit on Liability. EXCEPT FOR THE OBLIGATIONS AND
LIABILITIES ARISING UNDER SECTION 8 (INDEMNIFICATION) OR A BREACH OF SECTION 1.2
(LICENSE RESTRICTIONS), IN NO EVENT SHALL THE TOTAL, CUMULATIVE LIABILITY OF
EITHER PARTY TO THE OTHER PARTY REGARDING ANY AND ALL CLAIMS AND CAUSES OF
ACTION, UNDER ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, IN TORT
(INCLUDING NEGLIGENCE). OR OTHERWISE, EXCEED THE AMOUNTS RECEIVED BY
DEVELOPER FOR THE DEVELOPER'S BREW APPLICATIONS DISTRIBUTED BY CARRIER TO
END USERS.

THE LIMITATIONS SET FORTH IN THIS SECTION 9 (LIABILITY LIMITATIONS) SHALL BE
DEEMED TO APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW AND
NOTWITHSTANDING THE FAILURE OF THE ESSENTIAL PURPOSE OF ANY LIMITED REMEDIES
SET FORTH IN THIS CARRIER LICENSE AGREEMENT.

THE PARTIES ACKNOWLEDGE AND AGREE THAT THEY HAVE FULLY CONSIDERED THE
FOREGOING ALLOCATION OF RISK AND FIND IT REASONABLE. AND THAT THE FOREGOING
LIMITATIONS IN THIS SECTION 9 (LIABILITY LIMITATIONS) ARE AN ESSENTIAL BASIS OF
THE BARGAIN BETWEEN THE PARTIES.

10. Term and Termination.

10.1 Term. This Carrier License Agreement will become in effect on the date Carrier downloads a BREW
Application developed by Developer from the BREW Catalog and will remain in effect until terminated as
provided in this Carrier License Agreement.

10.2 Termination. Either Party may terminate this Carrier License Agreement, with or without cause, upon thirty
(30) days prior written notice to the other Party. Upon termination of this Carrier License Agreement, Carrier
agrees (i) to remove from the Carrier Catalog all BREW Applications developed by Developer; and (ii) to cease
permitting End Users (or any other person) from downloading BREW Applications from the Carrier Catalog.
Developer acknowledges that the termination of this Carrier License Agreement does not terminate the rights or
licenses of End Users who obtained a BREW Application from Carrier prior to the date of termination of this
Carrier License Agreement.

10.3 Survival. Upon any termination or expiration of this Carrier License Agreement, the following provisions will
survive any such termination or expiration; Sections titled ("Ownership"), ("Indemnification "). ("Liability
Limitations"), ("Term and Termination"), and ("General").
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                                10
11. General.

11.1 Relationship of Parties. Developer and Carrier are independent contractors and this Carrier License
Agreement shall not establish any relationship of partnership, joint venture, employment, franchise, or agency
between Developer and Carrier. Neither Developer nor Carrier shall have the power to bind the other or incur
obligations on the other's behalf without the other's prior written consent.

ll.2 Export Control Compliance. Carrier agrees that it will not export or re-export a BREW Application, or any
portion of thereof, in any form in violation of the laws and regulations of the United States or any other jurisdiction
or country without the appropriate United States and foreign government export or import licenses or other
official authorization.

11.3 Assignment. Developer and Carrier may assign this Carrier License Agreement in whole without the consent
of the other. This Carrier License Agreement will bind and inure to the benefit of the respective successors and
permitted assigns of Developer or Carrier.

ll.4 Entire Agreement and Amendment. This Carrier License Agreement completely and exclusively states the
agreement between Developer and Carrier regarding its subject matter. This Carrier License Agreement
supersedes and govern all prior or contemporaneous understandings, representations, agreements, or other
communications between Developer and Carrier, oral or written, regarding such subject matter.

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                                                          11
                              BREW EXTENSION LICENSE AGREEMENT

Capitalized terms used herein shall have the same meaning ascribed to them in the BREW Extension Developer
Agreement between QUALCOMM and Extension Developer. The terms of this BREW Extension License
Agreement shall apply unless Extension Developer and the applicable Application Developer enter into a
separate written agreement.

1. License Grant and Restrictions.

1.1 Grant of License to BREW Extensions. Subject to this BREW Extension License Agreement, Extension
Developer hereby grants to each Application Developer a world-wide, assignable, non-exclusive license to: (i) to
use and reproduce each BREW Extension and Windows Version of such BREW Extension, in object code form
only, for the purpose of developing one or more BREW Applications; (ii) to reproduce and distribute to Carriers
the BREW Extension in connection with the distribution of the BREW Applications to the Carrier, and (iii)
sublicense to each such Carrier the non-exclusive right to reproduce the BREW Extension in the Carrier's
Catalog and to distribute the BREW Extension to the Carrier's end user subscribers ("End Users") in connection
with the distribution of BREW Applications to the End Users. With respect to each BREW Extension, the
foregoing license shall commence on the earliest date that the BREW Extension or Windows Version is
downloaded by Application Developer, and will terminate on the date of termination of this BREW Extension
License Agreement. Any such termination shall not terminate an End User's right to continue to use a BREW
Extension downloaded by the End User prior to such termination. All rights not granted in this BREW Extension
License Agreement are hereby reserved by Extension Developer and its licensors.

1.2 License Restrictions. Except to the extent permitted by this BREW Extension License Agreement or by
applicable law. Application Developer agrees (i) it will not otherwise distribute BREW Extensions; (ii) it will not
modify, reverse assemble, decompile or reverse engineer a BREW Extension, and (iii) it will not remove, efface
or obscure any copyright notices, logos or other proprietary notices or legends included in a BREW Extension.

2. The E-DAP. Application Developer acknowledges that Extension Developer has set an E-DAP for each
BREW Extension offered by Extension Developer. Extension Developer shall have the right to revise the E-DAP
and such revisions will be effective six (6) months after posting by QUALCOMM on the Extensions portion of
QUALCOMM's Developer Extranet. No payments shall be made by either Extension Developer or Application
Developer to the other under this Extension License Agreement, or for any use or development of BREW
Extensions.

3. Ownership. Subject to the licenses and sublicense rights granted in this BREW Extension License Agreement,
Extension Developer and its licensors are and will remain the owner of all right, title and interest in and to each
BREW Extension, including all intellectual property rights therein.

4. Representations and Warranties.

4.1 No Viruses. Extension Developer represents and warrants to Application Developer that each BREW
Extension developed by Extension Developer will be free from (i) viruses and code that might disrupt, disable,
harm, erase the memory of, or otherwise impede the operation, features or functions of any software, firmware,
hardware, wireless device, computer system or network, or
(ii) code that would permit Extension Developer or any third party to access the BREW Extension to cause the
disablement or impairment of the BREW Extension or a BREW Device. In the event of a breach of the foregoing
warranty. Extension Developer will be liable and responsible for all losses, costs, expenses and damages,
including, without limitation, the cost of recalling BREW Devices.

4.2 BREW Extension Warranty. Each BREW Extension will be deemed accepted by Application Developer at
the time it is downloaded by the Application Developer from QUALCOMM. Extension Developer warrants to
Application Developer, for a period of thirty (30) days after Application Developer downloads a copy of a
BREW Extension from QUALCOMM, that the BREW Extension will perform substantially

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in accordance with the applicable documentation. In the event of a breach of this warranty, Application
Developer must provide written notice to Extension Developer within the warranty period and Extension
Developer will, after receipt of such notice (i) repair the BREW Extension, (ii) replace the BREW Extension with
a BREW Extension which conforms to the foregoing warranty, or (iii) terminate this BREW Extension License
Agreement with respect to the BREW Extension. THE FOREGOING WILL BE APPLICATION
DEVELOPER'S SOLE AND EXCLUSIVE REMEDY IN THE EVENT OF A BREACH OF THE
FOREGOING WARRANTY. EXTENSION DEVELOPER DOES NOT WARRANT THAT THE
OPERATION OF A BREW EXTENSION WILL BE UNINTERRUPTED OR ERROR FREE.

5. DISCLAIMER. EXCEPT FOR THE EXPRESS WARRANTIES AND REPRESENTATIONS SET
FORTH IN THIS BREW EXTENSION LICENSE AGREEMENT. NEITHER EXTENSION DEVELOPER,
ITS LICENSORS NOR APPLICATION DEVELOPER MAKE ANY OTHER WARRANTIES, EXPRESS
OR IMPLIED. EACH PARTY EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES AND
REPRESENTATIONS, WHETHER EXPRESS, IMPLIED, OR STATUTORY. INCLUDING WITHOUT
LIMITATION THE IMPLIED WARRANTIES OF MERCHANTIBILITY, FITNESS FOR A
PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

6. Indemnification.

6.1 Indemnification. Extension Developer hereby agrees to defend, indemnify and hold harmless Application
Developer and its End Users (each, an "Indemnified Party") against any and all claims, demands, causes of
action, damages, costs, expenses, penalties, losses and liabilities (whether under a theory of negligence, strict
liability, contract or otherwise) incurred or to be incurred by an Indemnified Party (including reasonable attorney
fees) arising out of, resulting from or related to (i) a breach of any representation or warranty under this BREW
Extension License Agreement or (ii) any use, reproduction or distribution of a BREW Extension or BREW
Extension documentation developed by Extension Developer which causes an infringement of any patent,
copyright, trademark, trade secret, or other property rights of any third parties arising in any jurisdiction
throughout the world. Application Developer agrees to provide Extension Developer with written notice of any
third party claim subject to indemnification, allowing Extension Developer to have sole control of the defense of
such claim and any resulting disposition or settlement of such claim; provided, however that the Application
Developer may participate in the defense of a claim at its own expense. Any disposition or settlement that
imposes any liability on or affects the rights of Application Developer will require the Application Developer's
written consent.

6.2 Limited Remedies. If Extension Developer determines that a BREW Extension becomes, or is likely to
become, the subject of an infringement claim or action. Extension Developer may at its sole option: (i) procure, at
no cost to Application Developer, the right to continue distributing such BREW Extension, or portion thereof, as
applicable; (ii) replace or modify the BREW Extension, or portion therefor, as applicable to render it non-
infringing, provided there is no material loss of functionality; or (iii) if, in Extension Developer's reasonable
opinion, neither (i) nor (ii) above are commercially feasible, (a) Application Developer shall immediately remove
the BREW Extension from the Carrier Catalog upon Extension Developer's written request: and (b) Extension
Developer may terminate this BREW Extension License Agreement for such BREW Extension.

6.3 Exceptions. Extension Developer will have no liability under this Section 6 (Indemnification) for any claim or
action where: (i) such claim or action would have been avoided but for modifications of a BREW Extension, or
any portion thereof, made by Application Developer or a third party; (ii) such claim or action would have been
avoided but for the combination or use of the BREW Extension, or any portion thereof, with other products,
processes or materials not supplied by Extension Developer; (iii) such claim or action would have been avoided
but for Application Developer's failure to implement the infringement remedy of removal as requested, if at all, by
Extension Developer under Section 6.2 (Limited Remedies); or (iv) Application Developer's use of the BREW
Extension, or any portion thereof, is not in compliance with the terms of this BREW Extension License
Agreement and such claim would have been avoided but for such non-compliance.

6.4 Sole Remedy. The obligations and remedies set forth in this
Section 6 (Indemnification) shall be the sole and exclusive remedies of Application Developer for the infringement
of third-party rights by a BREW Extension.

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                                13
7. Liability Limitations.

7.1 No Consequential Damages. EXCEPT FOR THE OBLIGATIONS AND
LIABILITIES ARISING UNDER SECTION 6 (INDEMNIFICATION) OR A BREACH OF SECTION 1.2
(LICENSE RESTRICTIONS), IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER
PARTY IN ANY MANNER, UNDER ANY THEORY OF LIABILITY, WHETHER IN CONTRACT,
TORT (INCLUDING NEGLIGENCE), BREACH OF WARRANTY OR OTHER THEORY. FOR ANY
INDIRECT, CONSEQUENTIAL, INCIDENTAL, EXEMPLARY, PUNITIVE, STATUTORY OR
SPECIAL DAMAGES, INCLUDING LOST PROFITS AND LOSS OF DATA. REGARDLESS OF
WHETHER SUCH PARTY WAS ADVISED OF OR WAS AWARE OF THE POSSIBILITY OF SUCH
DAMAGES.

7.2 Limit on Liability. EXCEPT FOR THE OBLIGATIONS AND
LIABILITIES ARISING UNDER SECTION 6 (INDEMNIFICATION) OR A BREACH OF SECTION 1.2
(LICENSE RESTRICTIONS), IN NO EVENT SHALL THE TOTAL, CUMULATIVE LIABILITY OF
EITHER PARTY TO THE OTHER PARTY REGARDING ANY AND ALL CLAIMS AND CAUSES OF
ACTION, UNDER ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, IN TORT
(INCLUDING NEGLIGENCE), OR OTHERWISE, EXCEED THE AMOUNTS RECEIVED BY
EXTENSION DEVELOPER FOR EXTENSION DEVELOPER'S BREW EXTENSIONS DISTRIBUTED
BY APPLICATION DEVELOPER TO END USERS.

THE LIMITATIONS SET FORTH IN THIS SECTION 7 (LIABILITY LIMITATIONS) SHALL BE
DEEMED TO APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW AND
NOTWITHSTANDING THE FAILURE OF THE ESSENTIAL PURPOSE OF ANY LIMITED REMEDIES
SET FORTH IN THIS BREW EXTENSION LICENSE AGREEMENT.

THE PARTIES ACKNOWLEDGE AND AGREE THAT THEY HAVE FULLY CONSIDERED THE
FOREGOING ALLOCATION OF RISK AND FIND IT REASONABLE, AND THAT THE FOREGOING
LIMITATIONS IN THIS SECTION 7 (LIABILITY LIMITATIONS) ARE AN ESSENTIAL BASIS OF
THE BARGAIN BETWEEN THE PARTIES.

8. Term and Termination.

8.1 Term. This BREW Extension License Agreement will become effective on the date Application Developer
downloads a BREW Extension developed by Extension Developer from the BREW Catalog and will remain in
effect until terminated as provided in this BREW Extension License Agreement.

8.2 Termination. Either Party may terminate this BREW Extension License Agreement, with or without cause,
upon thirty (30) days prior written notice to the other Party. Upon termination of this BREW Extension License
Agreement, Application Developer agrees to remove from the BREW Catalog all BREW Applications
developed by Application Developer that use, access or call to each BREW Extension licensed under this
BREW Extension License Agreement Extension Developer acknowledges that the termination of this BREW
Extension License Agreement does not terminate the rights or licenses of End Users who obtained a BREW
Application from Application Developer that uses, accesses or calls to a BREW Extension prior to the date of
termination of this BREW Extension License Agreement.

8.3 Survival. Upon any termination or expiration of this BREW Extension License Agreement, the following
provisions will survive any such termination or expiration; Sections titled ("Ownership"), ("Indemnification"),
("Liability Limitations"), ("Term and Termination"), and ("General").

9. General.

9.1 Relationship of Parties. Extension Developer and Application Developer are independent contractors and this
BREW Extension License Agreement shall not establish any relationship of partnership, joint venture,
employment, franchise, or agency between Extension Developer and Application Developer. Neither

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                                14
Extension Developer nor Application Developer shall have the power to bind the other or incur obligations on the
other's behalf without the other's prior written consent.

9.2 Export Control Compliance. Application Developer agrees that it will not export or re-export a BREW
Extension, or any portion of thereof, in any form in violation of the laws and regulations of the United States or
any other jurisdiction or country without the appropriate United States and foreign government export or import
licenses or other official authorization.

9.3 Assignment. Extension Developer and Application Developer may assign this BREW Extension License
Agreement in whole without the consent of the other. This BREW Extension License Agreement will bind and
inure to the benefit of the respective successors and permitted assigns of Extension Developer or Application
Developer.

9.4 Entire Agreement and Amendment. This BREW Extension License Agreement completely and exclusively
states the agreement between Extension Developer and Application Developer regarding its subject matter. This
BREW Extension License Agreement supersedes and govern all prior or contemporaneous understandings,
representations, agreements, or other communications between Extension Developer and Application Developer,
oral or written, regarding such subject matter.

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                                                        15
                                  APPLICATION PRICING OVERVIEW

The Developer will submit BREW Application specific pricing information via the BREW Developer Extranet.
Developers who submit their BREW Applications for TRUE BREW Testing will be notified to submit BREW
Application pricing information after their BREW Application has successfully completed the TRUE BREW
Testing.

The Developer enters pricing plans for their BREW Applications on the BREW Developer Extranet. Pricing
plans are submitted for a particular Carrier or across all BREW Carriers. There are two main aspects of pricing
plans; the Pricing Method and the Pricing Basis.

Pricing Methods

The Developer must select at least one of the four following BREW Application pricing methods:

1. The Demonstration pricing method is the pricing method associated with no cost to the consumer.

2. The Purchase pricing method is the method associated with usage-based cost.

3. The Subscription pricing method is the method associated with a monthly cost.

4. The Upgrade pricing method is the method associated with an optional cost for BREW Application
enhancements. An upgrade is a one-time enhancement purchase. It does not change the consumer's usage
settings on the BREW Application being upgraded.

Pricing Basis

The Developer has a choice from four valid pricing bases:

1) Number of Uses (as defined by the BREW Application)

2) Expiration Date

3) Number of Days

4) Elapsed Time (in minutes)

The Pricing Method selected dictates which Pricing Basis are available for the BREW Application in the Pricing
Template submitted by Developer.

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                                                       16
                                                 Exhibit 10.18

                                     AMENDMENT NO.1 TO
                                BREW(TM) DEVELOPER AGREEMENT

This Amendment No. 1 to the BREW Developer Agreement ("Amendment") by and between QUALCOMM
Incorporated ("QUALCOMM"), and Dwango North America Inc. ("Developer"), modifies and amends that
certain BREW Developer Agreement (the "Agreement") agreed to by Developer and QUALCOMM
concurrently with this Amendment. This Amendment shall be effective as of the 17th day of May, 2002 (the
"Amendment Effective Date"). Unless otherwise defined herein, all terms with initial capitals shall have the
meaning ascribed to them in the Agreement.

1. Subsection (i) of Section 11.3 (Further Warranties) of the Agreement is deleted and replaced with the
following:

"(i) Developer is the owner or authorized licensee of each BREW Application and Developer has the legal right
and authority to grant the licenses set forth in this Agreement;"

2. The following sentence is added to the end of Section 12 (Indemnification) of the Agreement:

"QUALCOMM acknowledges that Developer shall have no obligation to defend or indemnify any Indemnified
Party under subsection (i) above to the extent that the claim, demand, cause of action, damage, cost, expense,
penalty, loss or liability results from QUALCOMM's wrongful provision of a BREW Application to non-U.S.
Carriers not authorized by Developer to receive such BREW Application."

In Witness Whereof, the parties have executed this Amendment as of the Amendment Effective Date and the
parties agree that, except as expressly provided in this Amendment, all other terms and conditions in the
Agreement shall remain in full force and effect.

         QUALCOMM Incorporated                                Dwango North America Inc.


         By:    /s/ Gina M. Lombardi                          By:    /s/ Robert E. Huntley
               ----------------------------------                   -------------------------------
                                                                    Robert E. Huntley, President
         Name: Gina M. Lombardi
               --------------------------------

         Title: Sr. V.P.
                -------------------------------

         Amend 1 to Dev Agt. (Dwango)                                          QUALCOMM Proprietary
         Gray Cary\GT\6260210.5
         May 6, 2002
         Rev 1.0
                                                        1
                                                 Exhibit 10.19

                                   MOBILE CHANNEL AGREEMENT


                         CONTENT PROVIDER AT&T WIRELESS SERVICES

Legal Name: Dwango North America, Inc. AT&T Wireless Services, Inc., a
          Business Name (if different):                Delaware corporation ("ATTWS")

          ("Content Provider")
          --------------------------------------------------------------------------------
          CONTENT PROVIDER ADDRESS              ATTWS ADDRESS
          (For Official Notices and Billing)    (For Official Notices and Billing)
          --------------------------------------------------------------------------------
          Dwango North America, Inc.            AT&T Wireless Services, Inc.
          200 West Mercer                       7277 164/th/ Avenue NE
          Suite 501                             Redmond, WA 98052
          Seattle, WA 98119                     Attn: Elizabeth Schimel,
          Attn: F. Conrad Hametner III                Vice President, Business
                Senior Vice President Business        Development
                Development                     Email Address: elizabeth.schimel@attws.com
          Email Address: conrad@dwango.com      Fax No.: (425) 580-4722
          Fax No.: 206-286-1442
          Phone No: (206) 286-1403
          --------------------------------------------------------------------------------




This Agreement consists of this cover page, the NDA (defined below), the attached Terms and Conditions, and
the Exhibits hereto (collectively, the "Agreement").

                                                  EXHIBITS

Exhibit A - ATTWS Deliverables
Exhibit B - Content Provider Deliverables Exhibit C - Content Style Guide
Exhibit D - Support Contacts and Guidelines

This Agreement is effective as of 9/26/02 ("Effective Date") and continues in effect as provided in the Terms and
Conditions.

          --------------------------------------------------------------------------------
                    EACH PARTY'S SIGNATURE BELOW ACKNOWLEDGES THAT SUCH PARTY HAS
               READ AND UNDERSTANDS EACH OF THE TERMS AND CONDITIONS OF THIS AGREEMENT
                                   AND AGREES TO BE BOUND BY THEM.
          --------------------------------------------------------------------------------

          --------------------------------------------------------------------------------
          DWANGO NORTH AMERICA, INC.               AT&T WIRELESS SERVICES, INC.

              /s/ F. CONRAD HAMETNER
          By: F. Conrad Hametner III               By: /s/ ELIZABETH SCHIMEL
          Title: Senior Vice President Business    Title: Vice President, Business
                 Development                              Development
          Date: 9/27/02                            Date: 9/26/02
          --------------------------------------------------------------------------------




                                 AT&T PROPRIETARY (REGISTERED)

Solely for authorized persons having a need-to-know and subject to cover sheet instructions
                                         TERMS AND CONDITIONS

1. Definitions. As used herein, the following terms have the following meanings:

"ATTWS Marks" means those Marks of ATTWS as ATTWS may from time to time notify Content Provider to
be "ATTWS Marks."

"ATTWS User Data" means the following identification and usage data provided by Users to ATTWS or
collected by ATTWS in connection with the User's use of the Content Provider Mobile Channel (a) Gateway
Data, (b) Header Information, and
(c) User Profile. Other than Gateway Data, ATTWS User Data does not include data arising from Users'
activities within the Content Provider Mobile Channel.

"Content Provider Marks" means those Marks of Content Provider as Content Provider may from time to time
notify ATTWS to be "Content Provider Marks."

"Content Provider Mobile Channel" means the service containing Content Provider content applications made
available by Content Provider as described in Exhibit B, subject to third party content provider arrangements and
display constraints (e.g., required formatting for display on Equipment) and accessible through Wireless Data
Service.

"Content Provider User Data" means identification and usage data provided by Users to Content Provider or
collected by Content Provider in connection with a User's use of the Content Provider Mobile Channel. Content
Provider User Data does not include Header Information or User Profile.

"Equipment" means those certain wireless microbrowser handsets that support Wireless Data Service, as
identified by ATTWS in writing from time to time.

"Gateway Data" means the number of times a User accesses the Content Provider Mobile Channel, the time
spent by a User within the Content Provider Mobile Channel, the total number of pages on which such User
clicks while inside the Content Provider Mobile Channel, and the URLs accessed by the User during the session.

"Header Information" means the information, including without limitation, subscriber identification information,
internet protocol address and network equipment identifier, transmitted as the header in data packets sent
through the Wireless Data Service to the Content Provider Mobile Channel.

"Intellectual Property Rights" means any patent, copyright, rights in Marks, trade secret rights, and other
intellectual property or proprietary rights arising under the law of any jurisdiction.

"Look and Feel" means the general background of the Equipment screen (whether on a wireless handset or other
device) and the functionality and user interfaces relating to such screen.

"Marks" means any trademarks, service marks, trade dress, trade names, corporate names, proprietary logos or
indicia, domain names, and other source or business identifiers.

"Person" means any natural person, corporation, partnership, limited liability company, or any other entity.

"User" means a Person who has the capability to access and use the Content Provider Mobile Channel under a
Wireless Data Service plan that permits this access.

"User Profile" means User identification information such as email addresses, rate plan information or any other
profile information that may be passed by ATTWS to Content Provider through the Wireless Data Service.

"Wireless Data Service" means any or all items included in data products and services offered by ATTWS to
customers that allow Users to access content sourced from the Internet that is either pushed to or pulled by the
Wireless Data User through Equipment.

2. Content Provider Mobile Channel
2.1 Deliverables. ATTWS will provide to Content Provider the deliverables identified on, and in accordance with
the terms contained in, Exhibit A hereto. Content Provider will provide to ATTWS the deliverables identified on,
and in accordance with the terms contained in, Exhibit B hereto Prior to making a material modification to the
features or functionality of the Content Provider Mobile Channel as described in Exhibit B, Content Provider
must present such modification to ATTWS for review and consultation with enough time to permit ATTWS to
provide feedback on the modification.

2.2 Financial Terms. The respective obligations of the parties with respect to fees to be paid related to this
Agreement, if any, are set forth in any Exhibit to which such fees apply. Unless otherwise set forth in the Exhibits,
the following general terms apply.

2.2.1 Payment and Collection. Each party will pay to the other party all amounts due hereunder when due or
when invoiced, as the case may be. Any amounts not paid when due, or as invoiced, will be subject to a finance
charge equal to one and one-half percent (1.5%) per month or the highest rate allowable by law, whichever is
less. Each party may accept any check or payment without prejudice to its rights to recover the balance due or to
pursue any other right or remedy. No endorsement or statement on any check or payment or letter

                                                         -2-

Dwango North America Inc - mobile channel agreement 092402
accompanying any check or payment or elsewhere will be construed as an accord or satisfaction.

2.2.2 Records and Audit. During the term of this Agreement, each party must maintain accurate records of
revenues received and calculations of the fees payable to the other party pursuant to this Agreement. In the event
the amounts owed by one party to the other party exceed $50,000 per year on an annualized basis, either party,
at its expense, and upon reasonable advance written notice to the other party, will have the right once during each
calendar year during the term of this Agreement to examine or audit such records in order to verify the figures
reported in any quarterly report and the amounts owed to such party under this Agreement. Any such audit must
be conducted, to the extent possible, in a manner that does not interfere with the ordinary business operations of
the audited party. In conducting an audit, the auditing party will comply with the audited party's customary
security and confidentiality procedures.

2.3 Service Requirements

2.3.1 Content Style Guide. Content Provider will, at all times, comply with the ATTWS Content Style Guide
("Content Style Guide") attached as Exhibit C to this Agreement. ATTWS may modify the Content Style Guide
from time to time upon written notice to Content Provider. Content Provider will use commercially reasonable
efforts to comply with the Content Style guide as modified.

2.3.2 Hosting and Service Levels. Content Provider will perform, at its expense, all hosting and related
operational activities in support of the operation of the Content Provider Mobile Channel. Content Provider will
use commercially reasonable efforts to ensure accessibility of the Content Provider Mobile Channel by Users
during the term of this Agreement according to the terms of Exhibit D.

2.3.3 Service Prohibitions. Content Provider is responsible for ensuring that materials posted on the Content
Provider Mobile Channel (i) do not violate or infringe upon the rights of any third party (including, for example,
copyrights, trademarks, privacy, or other personal or proprietary rights), (ii) are not unlawful, harmful,
threatening, defamatory, obscene, harassing or racially objectionable, (iii) do not depict sexually explicit images,
and (iv) do not promote violence, discrimination, or illegal activities. ATTWS will immediately remove any link
between ATTWS and Content Provider if ATTWS reasonably believes that the Content Provider Mobile
Channel violates this
Section 2.3.3. ATTWS will promptly notify Content Provider of the removal and will promptly restore such link
once the violation has been remedied.

2.3.4 Advertising and Commerce. Content Provider agrees not to present any advertising on the Content
Provider Mobile Channel or conduct any transaction in exchange for money with Users over the Content
Provider Mobile Channel without first entering into an agreement with ATTWS regarding such advertising or
commerce and obtaining the prior written approval of ATTWS for any proposed advertising or commerce. Such
agreement may be attached as an Exhibit to this Agreement.

2.3.5 Service Security. Each party agrees to use its best efforts to maintain the security and integrity of ATTWS'
network and ATTWS' customers in connection with the Content Provider Mobile Channel, including but not
limited to, implementing procedures to prevent Content Provider or third parties who use the Content Provider
Mobile Channel from sending or transmitting unsolicited data or messages to ATTWS' customers or sending
viruses or a number of messages that unreasonably burdens ATTWS' network. Each party will immediately notify
the other party if it knows or has reason to know that any such unsolicited data, messages or viruses are being
sent to ATTWS' customers and agrees to use its best efforts to prevent and/or block any such unsolicited data,
messages or viruses from being sent to ATTWS' customers. Each party agrees to notify the other party
immediately if it knows or has reason to know that ATTWS' customers are being sent an unusual or abnormal
flow, number or type of messages in connection with the Content Provider Mobile Channel. If an ATTWS
customer is being sent unsolicited data or messages in connection with the Content Provider Mobile Channel, or
one party notifies the other party that ATTWS customers may be being sent unsolicited data, messages or
viruses, each party will use its best efforts to prevent continuing transmission of such data or messages to
ATTWS customers.

2.4 Privacy and User Data. The data collected by a party from Users will be subject to that party's standard
privacy policies and the security, privacy and confidentiality provisions contained in this Agreement. In the event
that ATTWS and Content Provider independently collect the same piece of data from Users, each party will treat
such data as it treats its own User information under the terms of this Agreement. Each party's privacy policy will
conform to industry standards for protection of online privacy and security comparable to the Better Business
Bureau BBBOnline Code of Online Business Practices or the TRUSTe Privacy Program.

2.4.1 Restrictions on Use of ATTWS User Data. Content Provider agrees that it will only use ATTWS User
Data to perform its obligations under this Agreement. Content Provider will not use any ATTWS User Data for
direct marketing or promotions to Users. Content Provider will not distribute ATTWS User Data to any third
party without the prior written approval of ATTWS. If Content Provider obtains consent from ATTWS, it may
only distribute ATTWS User Data in summary form, which will not identify or refer to, in any way or manner,
(a) a specific User or (b) data about a specific User.

                                                        -3-

Dwango North America Inc - mobile channel agreement 092402
2.4.2 Restrictions on Use of Content Provider User Data. ATTWS agrees that it will only use Content Provider
User Data to perform its obligations under this Agreement. ATTWS will not use any Content Provider user Data
for direct marketing or promotions to Users. ATTWS will not distribute Content Provider User Data to any third
party without the prior written approval of Content Provider. If ATTWS obtains consent from Content Provider,
it may only distribute Content Provider User Data in summary form, which will not identify or refer to, in any way
or manner, (a) a specific User or (b) data about a specific User.

2.4.3 Ownership of User Data. The parties agree that all ATTWS User Data will be owned by ATTWS and all
Content Provider User Data will be owned by Content Provider.

2.5 Publicity. Neither party may issue any publicity or general marketing communications concerning their
relationship without the prior written consent of the other party (not to be unreasonably withheld).

3. Certain Rights Granted

3.1 Content Provider Grant. Subject to the terms and conditions of this Agreement, Content Provider hereby
grants to ATTWS the right to enable Users to access the Content Provider Mobile Channel and all content or
applications within the Content Provider Mobile Channel through Equipment via Wireless Data Service.

3.2 Notices. Neither party may remove, obscure or alter any notices of Intellectual Property Rights appearing in
or on any materials provided by the other party.

3.3 ATTWS Marks License. Subject to the other provisions of this Agreement (including Section 3.5), ATTWS
hereby grants Content Provider the right to use, reproduce, publish, perform and display the ATTWS Marks in
promotional and marketing materials, content directories and indices, and electronic and printed advertising,
publicity, press releases, newsletters and mailings about Content Provider and its relationship with ATTWS and
the Content Provider Mobile Channel.

3.4 Content Provider Marks License. Subject to the other provisions of this Agreement (including Section 3.5),
Content Provider hereby grants ATTWS the right to use, reproduce, publish, perform and display the Content
Provider Marks within the United States, Canada and Mexico, in connection with the development, use,
reproduction in promotional and marketing materials, content directories and indices, and electronic and printed
advertising, publicity, press releases, newsletters and mailings about ATTWS and its relationship with Content
Provider.

3.5 Use of Marks. Prior to the first use of any of the other party's Marks in the manner permitted herein, the
party using such Marks must submit a sample of such proposed use to the other party for its prior written
approval, which may not be unreasonably withheld or delayed. Once a party approves a particular use of a
Mark, the approval will remain in effect for such use until withdrawn with reasonable prior written notice. Without
limiting the generality of the foregoing, each party must strictly comply with all standards with respect to the other
party's Marks which may be furnished by such party from time to time, and all uses of the other party's Marks in
proximity to the trade name, trademark, service name or service mark of any other Person must be consistent
with the standards furnished by the other party from time to time. Further, neither party may create a combination
mark consisting of one or more Marks of each party. All uses of the other party's Marks shall inure to the benefit
of the party owning such Mark. Each party hereby acknowledges and agrees that, as between the parties hereto,
the other party is the owner of the Marks identified as its Marks on the applicable attachment to the Agreement.

3.6 Exclusivity. Each party acknowledges and agrees that the rights granted to the other party in this Agreement
are non-exclusive and that nothing in this Agreement prohibits either party from participating in similar business
arrangements as those described herein.

3.7 Nondiversion of ATTWS Customers. At all times during the term of this Agreement and afterwards, neither
Content Provider nor any successor entity to Content Provider or permitted assignee may use any ATTWS User
Data or any information regarding the identity of ATTWS' customers or the usage or habits of Users of the
Content Provider Mobile Channel, to solicit, divert or attempt to divert any such customer or User from
patronizing the Wireless Data Service or any other service offered by ATTWS.

4. Warranties, Indemnification and Limitation of Liability
4.1 Warranties. Each party to this Agreement represents and warrants to the other party that (a) it has the full
corporate right, power and authority to enter into this Agreement and to perform the acts required of it
hereunder; (b) its execution of this Agreement by such party and performance of its obligations hereunder, do not
and will not violate any agreement to which it is a party or by which it is bound; and (c) when executed and
delivered, this Agreement will constitute the legal, valid and binding obligation of such party, enforceable against it
in accordance with its terms.

4.2 Indemnification. Each party (the "Indemnifying Party") will defend, indemnify and hold harmless the other
party (the "Indemnified Party"), and the respective directors, officers, employees, suppliers, and agents of the
Indemnified Party, from and against any and all claims, costs, losses, damages, judgments and expenses
(including reasonable attorneys' fees) (collectively, "Claims") arising out of or in connection with any third-

                                                         -4-

Dwango North America Inc - mobile channel agreement 092402
party claim alleging (i) any breach of such party's representations or warranties or covenants set forth in this
Agreement, (ii) that any advertisements or other content or materials served or submitted by such party to or
through the Content Provider Mobile Channel, as the case may be, contains any material that is obscene, libelous
or defamatory, or infringes any Intellectual Property Rights or other rights of any third party, (iii) in the case of
Content Provider, that technology or information used by Content Provider in the creation, operation or
maintenance of the Content Provider Mobile Channel infringes on the Intellectual Property Rights of any person,
or
(iv) in the case of ATTWS, that technology or information used by ATTWS in the creation, operation or
maintenance of the wireless telecommunications network used to deliver the Wireless Data Service infringes on
the Intellectual Property Rights of any person. In addition, Content Provider, as Indemnifying Party, will indemnify
ATTWS, as Indemnified Party, from and against any and all Claims related to the goods and services, if any, sold
by Content Provider on the Content Provider Mobile Channel. The obligations of the Indemnifying Party are
subject to the requirements that (a) the Indemnified Party notify the Indemnifying Party in writing within a
reasonable time after the Indemnified Party is notified of a claim (provided, failure to provide timely notice will not
alter the Indemnifying Party's duties hereunder except to the extent such party is materially prejudiced thereby),
(b) the Indemnifying Party have sole control of the defense of the claim (except that, if an Indemnified Party elects
to do so, it may participate in the defense at its own expense) and all related monetary settlement negotiations (it
being agreed that any non-monetary terms, including any licensing terms, of any settlement of a claim that directly
affects the Indemnified Party shall require the prior written approval of the Indemnified Party), and (c) the
Indemnified Party provides the Indemnifying Party with assistance, information and authority necessary for the
Indemnifying Party to perform its obligations under this section; provided always that the Indemnified Party will
not be required to admit liability under any circumstances. Reasonable out-of-pocket expenses incurred by an
Indemnified Party in providing such assistance must be reimbursed by the Indemnifying Party promptly upon
receipt of an account of such expenses. The obligations of the parties as set forth in this Section survive expiration
or termination of this Agreement.

4.3 Limitation of Liability; Disclaimer

4.3.1 Liability. EXCEPT FOR CLAIMS FOR BREACH OF SECTION 2.4, SECTION 7 OR
INDEMNIFICATION CLAIMS UNDER SECTION 4.2 ABOVE, UNDER NO CIRCUMSTANCES
WILL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR INDIRECT, INCIDENTAL,
CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES (EVEN IF THAT PARTY HAS BEEN
ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), ARISING FROM ANY PROVISION OF
THIS AGREEMENT, SUCH AS, BUT NOT LIMITED TO, LOSS OF REVENUE OR ANTICIPATED
PROFITS OR LOST BUSINESS.

4.3.2 No Additional Warranties. THE EXPRESS WARRANTIES SET FORTH IN
THIS AGREEMENT ARE IN LIEU OF ALL OTHER WARRANTIES, IMPLIED OR STATUTORY.
INCLUDING, BUT NOT LIMITED TO ANY: (A) IMPLIED WARRANTY OF MERCHANTABILITY OR
FITNESS FOR A PARTICULAR PURPOSE OR (B) IMPLIED WARRANTY ARISING FROM COURSE
OF PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE.

5. Term and Termination

5.1 Term. The term of this Agreement will commence on the Effective Date and, unless earlier terminated as
provided below, will end one year after the Effective Date; provided that the term will automatically renew for
successive one-year periods, unless either party provides written notice of termination to the other party no less
than thirty (30) days prior to the end of the then-current term.

5.2 Termination. Either party may terminate this Agreement upon not less than thirty (30) days' prior written
notice to the other party of any material breach hereof by such other party, provided that such other party has not
cured such material breach within such (30)-day period.

5.3 Effect of Termination. Upon termination of this Agreement or expiration of the Term for any reason, all rights
and obligations of the parties under this Agreement will be extinguished, except that: (a) all accrued payment
obligations hereunder will survive such termination or expiration; and (b) the rights and obligations of the parties
under Sections 2.4, 3.7, 4, 5, 6, 7 and 8 will survive such termination or expiration.
6. Intellectual Property

6.1 ATTWS. As between ATTWS and Content Provider, ATTWS reserves and retains all right, title and
interest, including but not limited to all Intellectual Property Rights in the technology used by ATTWS in
connection with this Agreement and no title to or ownership of any of the technology is transferred to Content
Provider or any other Person under this Agreement. As between the parties, ATTWS retains all Intellectual
Property Rights and all other right, title and interest in and to the Wireless Data Service and the ATTWS Marks.
Except as specifically set forth in this Agreement, Content Provider obtains no right to use ATTWS Intellectual
Property Rights beyond the term of this Agreement.

6.2 Content Provider. As between ATTWS and Content Provider, Content Provider reserves and retains all
right, title and interest, including but not

                                                      -5-

Dwango North America Inc - mobile channel agreement 092402
limited to all Intellectual Property Rights in the technology used by Content Provider in connection with this
Agreement and no title to or ownership of any of the technology is transferred to ATTWS or any other Person
under this Agreement. As between the parties, Content Provider retains all Intellectual Property Rights and all
right, title and interest in and to the Content Provider Mobile Channel (including, without limitation, any and all
content, data, URLs, domain names, technology, software, code, user interfaces, the Look and Feel, Marks and
other items posted thereon or used in connection or associated therewith; but excluding any items supplied by
ATTWS) and the Content Provider Marks. Except as specifically set forth in this Agreement, ATTWS obtains
no right to use Content Provider Intellectual Property Rights beyond the term of this Agreement.

6.3 Further Assurances. Each party will take, at the other party's expense, such action (including, without
limitation, execution of affidavits or other documents) as the other party may reasonably request to effect, perfect
or confirm such other party's ownership interests and other rights as set forth above in this Section 6.

7. Confidentiality

The terms and conditions of the Non-Disclosure Agreement dated June 26, 2001 ("NDA") entered into between
the parties are hereby incorporated into this Agreement. To the extent that any terms of NDA conflict with any
terms in this Agreement, this Agreement will control. The terms and conditions of this Agreement are Confidential
Information, as defined in the NDA.

8. General Provisions

8.1 Independent Contractors. ATTWS and Content Provider are independent contractors under this Agreement,
and nothing herein may be construed to create a partnership, joint venture, franchise or agency relationship
between ATTWS and Content Provider. Neither party has any authority to enter into agreements of any kind on
behalf of the other party.

8.2 Attorneys' Fees. If any arbitration or court action is commenced by either party, the substantially prevailing
party in that action is entitled to recover its out-of-pocket and court costs and reasonable attorneys' fee incurred
therein.

8.3 Choice of Law. This Agreement will be governed by, and construed in accordance with, the laws of the State
of Washington without reference to its choice of law rules.

8.4 Assignment. Neither party may assign this Agreement or any of its rights or delegate any of its duties under
this Agreement without the prior written consent of the other party, not to be unreasonably withheld; except that
either party may, without the other party's consent, assign this Agreement or any of its rights or delegate any of its
duties under this Agreement to any affiliate of such party; provided that the affiliate controls, is controlled by or is
under common control with such party. ATTWS may assign this Agreement, without consent, to any purchaser
of all or substantially all of ATTWS' assets or to any successor by way of merger, consolidation or similar
transaction. Subject to the foregoing, this Agreement will be binding upon, enforceable by, and inure to the
benefit of the parties and their respective successors and assigns.

8.5 Nonwaiver. No waiver of any breach of any provision of this Agreement will constitute a waiver of any prior,
concurrent or subsequent breach of the same or any other provisions hereof and no waiver will be effective unless
made in writing and signed by an authorized representative of the waiving party.

8.6 Force Majeure. Neither party will be deemed to be in default of or to have breached any provision of this
Agreement as a result of any delay, failure in performance or interruption of service, resulting directly or indirectly
from acts of God, acts of civil or military authorities, civil disturbances, wars, strikes or other labor disputes, fires,
transportation contingencies, interruptions in telecommunications or Internet services or network provider
services, failure of equipment and/or software, other catastrophes or any other occurrences which are beyond
such party's reasonable control.

8.7 Notices. Any notice or other communication required or permitted to be given hereunder must be given in
writing and delivered in person, mailed e-mail, or delivered by recognized courier service, properly addressed to
the applicable party at its address specified on the cover sheet to this Agreerment, with a copy to the other
party's Legal Department, and will be deemed effective upon receipt. Either party may from time to time change
the individual to receive notices or its address by giving the other party notice of the change in accordance with
this section.

8.8 Savings. If any provision of this Agreement is for any reason held to be invalid, illegal or unenforceable in any
respect, the remaining provisions will remain in full force and effect. If any provision of this Agreement is, for any
reason, determined by a court of competent jurisdiction to be excessively broad or unreasonable as to scope or
subject, such provision must be enforced to the extent necessary to be reasonable under the circumstances and
consistent with applicable law while reflecting as closely as possible the intent of the parties as expressed herein.

8.9 Integration. This Agreement and the NDA contain the entire understanding of the parties hereto with respect
to the transactions and matters contemplated hereby, supersedes all previous agreements or negotiations between
Content Provider and ATTWS concerning the

                                                         -6-

Dwango North America Inc - mobile channel agreement 092402
subject matter hereof and cannot be amended except by a writing signed by both parties.

8.10 Counterparts; Electronic Signature. This Agreement may be executed in counterparts, each of which will be
deemed an original, and all of which together constitute one and the same instrument. To expedite the process of
entering into this Agreement, the parties acknowledge that Transmitted Copies of the Agreement will be
equivalent to original documents until such time as original documents are completely executed and delivered.
"Transmitted Copies" will mean copies that are reproduced or transmitted via photocopy, facsimile or other
process of complete and accurate reproduction and transmission.

                                            EXHIBITS FOLLOW

                                                      -7-

Dwango North America Inc - mobile channel agreement 092402
                                                   EXHIBIT A

                                          ATTWS DELIVERABLES

1. Upon ATTWS's reasonable acceptance of the Content Provider Mobile Channel, ATTWS will include a link
to the Content Provider Mobile Channel in the Wireless Data Service, with placement to be determined by
ATTWS in its sole discretion. ATTWS, in its sole discretion, will program the overall Wireless Data Service
menu and will seek to provide efficient and consistent user navigation.

2. ATTWS will provide Content Provider with a Gold Level membership in the ATTWS Developers Program
and will waive the $495 annual fee. ATTWS will provide Content Provider with the documentation, engineering
and technical resources available to members of the Developers Program. Upon Content Provider's execution of
a Wireless Data Service agreement with ATTWS, ATTWS will provide demonstration Equipment in a quantity
to be determined by ATTWS.

3. Provided that Content Provider (i) complies with the then-current version of the Content Style Guide, and (ii)
provides all information required by ATTWS to do so, ATTWS will:

a. include a link to Content Provider's internet web site from an ATTWS Internet web site designed to provide
information about content providers on the Wireless Data Service, and

b. include a link to the Content Provider Mobile Channel under the "What's New" category on the general
consumer offer of the Wireless Data Service at least four times during the first year of this Agreement, with each
placement to last no more than one week.

                                                       A-1

Dwango North America Inc - mobile channel agreement 092402
                                                  EXHIBIT B

                                CONTENT PROVIDER DELIVERABLES

1. Content Provider will provide ATTWS with a URL link to the Content Provider Mobile Channel for
incorporation into the Wireless Data Service. Content Provider will make the Content Provider Mobile Channel
available to ATTWS for testing and approval. Components of the Content Provider Mobile Channel are as
follows:

In terms of deliverables, Dwango will deliver the following Java games:

- Star Exceed
- Dwango Racing
- Jumpooyan
- Additional titles to be agreed upon by Dwango and AWS from time to time

2. In the event that Content Provider has a web site that includes a listing of wireless communications carriers
with which Content Provider has a relationship. Content Provider will provide a listing for ATTWS in placement
and style no less favorable than any other wireless communications carrier.

                                                      B-1
     EXHIBIT C

CONTENT STYLE GUIDE

    (See attached)
[LOGO OF AT&T WIRELESS]



Content Style Guide for
Wireless Internet Phones

Application Development Requirements

Document Number 117.58

          Revision         2.8
          Revision Date    05/14/02


                           This document contains trade secrets and proprietary information
                           of AT&T Wireless Services, Inc. No use or disclosure of the
                           information contained herein is permitted without prior written
                           consent.

                           Mobile Multimedia Services
                           AT&T Wireless Data Developer Program
                           AT&T Wireless Services, Inc.
                           PO Box 97061
                           Redmond, WA 98073
                           http://www.attws.com/developer

                                              AT&T WIRELESS
                                       CONFIDENTIAL & PROPRIETARY
                                  Use pursuant to Company instructions
                 EXHIBIT D

CONTENT PROVIDER SERVICE LEVEL REQUIREMENTS

                (See Attached)
                                          EXHIBIT D

Content Provider Service Level Requirements


           --------------------------------------------------------------------------
            Service Item    ATTWS Responsibility    Content Provider Responsibility
           --------------------------------------------------------------------------
           Customer        ATTWS will respond        Content Provider will respond
           Interaction     to, resolve, and          to and resolve all non-billing
                           track only the            service-related queries
                           billing-related           referred directly from ATTWS
                           customer issues for       Customer Care to the Content
                           the Content Provider      Provider for Tier 1 resolution.
                           service, if
                           applicable. This
                           includes customer
                           account provisioning
                           and operation using
                           the e-Wallet under
                           an e-Wallet
                           addendum, if
                           applicable.

                          ATTWS will refer to
                          Content Provider all
                          other service-related
                          customer issues.

                           ATTWS provides
                           customer care
                           support to its
                           subscribers for
                           billing purposes and
                           device related
                           issues only.
           --------------------------------------------------------------------------
           Single Point    WNCC/Data Operations      Name: Jim Anderson
           of Contact      (Wireless Network         Email: netops@dwango.com
           for Incident    Control Center)           Cell: 832-483-1177
           Resolution      24x7x365 days/yr          Main: 206-286-1440
                           1-800-638-2822            Pager:
                           analyst.wdd-atac@attws
                           .com
           --------------------------------------------------------------------------
           Service Level   Maintenance window:       Availability:
           Targets
                           . Sunday 12:00 to         99.5%, excluding planned
                             05:00 A.M. Central      maintenance (planned
                             Time                    maintenance shall not exceed
                           . Advance notice:         one (1) hour per week).
                             five (5) days
                                                     Maximum Site Response:

                                                    Maximum site response not to
                                                    exceed:

                                                    .   Five (5) seconds per page
                                                        view, or
                                                    .   That of comparable services
                                                        on the Internet

                                                     Each party recognizes the
                                                     potential for latency as a
                                                     result of the Internet or ATTWS
                                                     network performance issues.
           --------------------------------------------------------------------------
           Incident        If an incident            If Content Provider detects a
           Reporting       affecting service         site incident affecting
                           delivery to               delivery of its service, the
                           customers is              Content Provider will:
                           detected by
               WNCC/DATA, or             .   Contact WNCC/DATA and report
               reported by wireless          the incident, providing a
               data subscribers,             description of the incident,
               WNCC/DATA will open           its impact to customers, and
               a trouble ticket and          estimated time to resolution.
               troubleshoot the          .   Provide updates to ATTWS
               problem.                      WNCC/DATA Operations
                                             periodically until problem
                If the problem is            is resolved.
                determined to be a
                Content Provider
                problem. ATTWS will
                call Content
                Provider's single
                point of contact for
                resolution.
--------------------------------------------------------------------------
           --------------------------------------------------------------------------
            Service Item    ATTWS Responsibility    Content Provider Responsibility
           --------------------------------------------------------------------------
           Incident        WNCC:                     Escalation:
           Escalations
                           . A Bridge                Name: Ben Mejia
           Note: Refer        Dan Hull, WNCC/DATA    Email: ben@dwango.com
           to the             Manager                Cell: 206-718-8818
           notification       425-580-2266           Main: 206-286-1440
           timetable          (office)               Direct: 206-286-1442
           on the last        206-790-0994           Pager:
           page for           (mobile)
           severity        . B Bridge
           level              Dick Okino, WNCC
           definitions        Fault Manager
                              425-580-2215
                              (office)
                           . Tier IV Business
                              Contacts
                              Dana Hatton, MMS
                              Service
                              Performance
                              Management
                              425-580-6360
                              (office)
                              Steve Applegate,
                              MMS Network
                              Operations
                              425-580-2936
                              (office)
           --------------------------------------------------------------------------
           Incident        Incident history          For each incident that prevents
           Reviews         will be maintained        customer access to Content
                           in trouble tickets        Provider site for more than two
                           logged by WNCC/DATA.      (2) hours, Content Provider
                                                     will send root cause assessment
                           WNCC/DATA will            analysis via e-mail within 10
                           escalate according        days of incident resolution to:
                           to current
                           escalation processes
                           for issues
                           pertaining to
                           Content Provider's
                           network
                           availability.

                          If a problem              mmsnetop@attws-wr.swest.attws.com
                          persists for four
                          (4) hours or more,
                          ATTWS has the right
                          to pull Content
                          Provider's Mobile
                          Channel from its
                          appointed slot on
                          GPRS deck until such
                          time that Content
                          Provider
                          demonstrates that it
                          can meet service
                          level expectations.
                          In this case,




contact:

mmsnetop@attws-wr.swest.attws.com

           Third Party     All of the above          Content Provider is responsible
           Services        applies.                  for any third party content or
                                                     application included as part of
                                                     the Content Provider's service.
           --------------------------------------------------------------------------
--------------------------------------------------------------------------
 Service Item    ATTWS Responsibility    Content Provider Responsibility
--------------------------------------------------------------------------
Monthly         N/A                       Content Provider will submit
Reporting                                 performance reports to ATTWS
                                          via e-mail on a monthly basis.
                                          Reports are due by the seventh
                                          business day after the end of
                                          each month, beginning one month
                                          after the signing of this
                                          Agreement, and should be sent
                                          to:

                                         mmsnetop@attws-wr.swest.attws.com

                                         Each report shall include:

                                         .   Total number of outages in a
                                             given month
                                         .   Total availability expressed
                                             as a percentage
                                         .   Number of reported purchase
                                             errors
                                         .   Mean time to repair (minutes)

                                          Content Provider will use a
                                          standard reporting template, an
                                          electronic copy of which can be
                                          requested by e-mailing Dana
                                          Hatton at
                                          dana.hatton@attws.com
--------------------------------------------------------------------------
Change Control ATTWS may provide at       Content Provider will provide
Management      its' discretion           ATTWS advance notice via e-mail
                Content Provider          to omcnno@attws.com of all planned
                notification of any       maintenance activities that
                planned service           could or will result in service
                interruptions via         interruptions greater than one
                the following e-mail      (1) hour in duration.
                address:
                notification@dwango.com
--------------------------------------------------------------------------
Service         Initially at six (6)      Initially six (6) months,
Reviews         months, annually          annually thereafter (unless
                thereafter (unless        actual service performance
                actual service            during any month warrants an
                performance during        earlier review).
                any month warrants
                an earlier review).
--------------------------------------------------------------------------
Billing         ATTWS holds all           N/A
                responsibility for
                billing issues
                related to the
                Content Provider
                mobile application,
                if applicable.
--------------------------------------------------------------------------
Notification Timetable
--------------------------------------------------------------------------------
Incident Level Of Severity (NPL)      Contact Process           Requirements
--------------------------------
    ATTWS       Content Provider
--------------------------------------------------------------------------------
  CRITICALNPL3 CRITICAL Level 1    Update method for       Update objectives:
--------------------------------   network outages:
Attained when any of the
following conditions are met:      . Notify AWS at         . First update
. Complete outage of critical         wncc@attws.com          within one hour
   service                                                 . Subsequent
. Outage that affects 40% or       . ATTWS WNCC-Data          updates hourly
   more of the subscribers            will update
. A reoccurring temporary             Content Provider
   outage of a critical service       using primary
. Inability to provision a            contact
   service                            information
. Loss of data
. Inability to service user
   Technical Support requests
--------------------------------------------------------------------------------
  CRITICALNPL2 CRITICAL Level 2    Update method for       Update objectives:
--------------------------------   network outages:
Attained when any of the
following conditions are met:      . Notify AWS at         . First Update
. Significant degradation of          wncc@attws.com          within one hour
   the service                                             . Subsequent updates
. Outage that affects 20-40% of    . ATTWS WNCC-Data          every two hours
   the subscribers                    will update
. Results are materially              Content Provider
   different from those               using primary
   described in the product           contact
   definition                         information
--------------------------------------------------------------------------------
  MAJOR NPL1    MAJOR Level 3      Update method for       Update objectives:
--------------------------------   network outages:
Attained when any of the
following conditions are met:      . Notify AWS at         . Four hours
. Minor degradation of the            wncc@attws.com       . Subsequent updates
   service delivery occurs.                                   every four hours
. Outage that affects 5-20% of     . ATTWS WNCC-Data
   the subscribers                    will update
. Recent modifications to the         Content Provider
   system cause services to           using primary
   operate in a way that is           contact
   materially different from          information
   those described in the
   product definition for non-
   essential features
--------------------------------------------------------------------------------
  MINOR NPL0    MINOR Level 4      Update method for       Update objectives:
--------------------------------   network outages:
Attained when any of the
following conditions are met:      . Notify AWS at         . Eight hours
. Small system delay has              wncc@attws.com       . Subsequent updates
   occurred but no loss of data                               every eight hours
   was experienced                 . ATTWS WNCC-Data
. Minor application error             will update
   occurred                           Content Provider
                                      using primary
                                      contact
                                      information
--------------------------------------------------------------------------------
                                                  Exhibit 10.20

                         ADDENDUM TO MOBILE CHANNEL AGREEMENT
                            DIGITAL GOODS ELECTRONIC WALLET

This Addendum (the "Addendum") dated 9/26/02 ("Addendum Date"), by and between AT&T Wireless
Services, Inc. ("ATTWS") and Dwango North America, Inc. ("Content Provider") amends the Mobile Channel
Agreement dated 9/26/02 (the "Agreement").

                                                     Recitals

Under the Agreement, Content Provider provides the Content Provider Mobile Channel for placement on
ATTWS' Wireless Data Service for access by Users. Content Provider wishes to integrate with the AT&T
Wireless e-Wallet (defined below) so that Content Provider may sell certain digital content to ATTWS Users.
This Addendum sets forth certain terms and conditions for the Content Provider Mobile Channel's integration into
the e-Wallet platform and subsequent sale of digital content to ATTWS Users.

                                                   Agreement

NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreements herein made,
the parties hereto have agreed and do agree as follows:

1. Definitions.

1.1 "Bill to Card Transactions" has the meaning set forth in Section 4, below.

1.2 "Bill to Phone Transactions" has the meaning set forth in Section 5, below.

1.3 "Digital Content" means the digital content to be sold by Content Provider to Users using the e-Wallet.

1.4 "e-Wallet" means a server-based service powered by Qpass, Inc. which interfaces with ATTWS' Wireless
Data Service to facilitate mobile commerce transactions by clearing the transaction either in Bill to Card
Transactions or Bill to Phone Transactions.

1.5 "Qpass" means Qpass, Inc., ATTWS's vendor for e-Wallet functionality and limited agent with respect to the
receipt of Transaction Data.

1.6 "Transaction Data" means the following information relating to a purchase transaction through the Content
Provider Mobile Channel conducted by a User using the e-Wallet: item purchased, date of purchase, access
period, purchase price, total amount of purchase and taxes on purchase, or any other information that Qpass will
require to clear the transaction.

1.7 "User Documentation" means all documentation provided by ATTWS or Qpass to Content Provider relating
to the e-Wallet, including but not limited to the Digital Content Provider Quickstart Guide and any other
supplements, updates or amendments to such documentation.

Capitalized terms not otherwise defined in this Addendum have the meanings ascribed to them in the Agreement.

2. Integration.

2.1 Integration Efforts. Content Provider will perform the necessary integration efforts as defined in the User
Documentation to enable the e-Wallet, including but not limited to (a) the insertion and maintenance of a Qpass
"buy link" within the Content Provider Mobile Channel linking to the e-Wallet platform and (b) completion of the
Content Provider Worksheet for product and pricing data required for the e-Wallet platform.

2.2 Tests. Prior to providing Digital Content to Users of the Content Provider Mobile Channel, the integration of
the Digital Content with the e-Wallet must pass all acceptance tests required by ATTWS to the reasonable
satisfaction of ATTWS, Qpass, and Content Provider.
2.3 Integration Fee. Content Provider will pay ATTWS an integration fee in the amount of [*] for up to ten
discrete priced Digital Content products, as provided in Section 3.2 below. This fee is due and payable within 5
days of execution of this Addendum. If Content Provider desires to integrate more than 10 discrete priced
products, it will pay ATTWS an additional integration fee of
[*] for each such additional discrete priced product.

2.4. Customer Listing. Content Provider agrees to permit Qpass to include Content Provider's name in a simple
listing of companies using Qpass services.

3. e-Wallet.

3.1 General. The e-Wallet will permit Users to enter certain information regarding payment credentials for the
purchase of Digital Content from Content Provider. The e-Wallet is powered by the Qpass commerce system for
verifying credentials and managing

FORM: e-Wallet Addendum (Digital Goods)-020418


* Certain information on this page has been omitted and filed separately with the Securities and Exchange
Commission. Confidential treatment has been requested with respect to the omitted portions.

                                                        1
transactions for the purchase of Digital Content using the e-Wallet ("Qpass System"). Based on business rules
established by ATTWS, Users may purchase Digital Content through the e-Wallet using (i) debit or credit cards
("Bill to Card Transactions") or (ii) Bill to Phone Transactions (defined in Section 5, below) as the payment
mechanism. When commercially available, the default payment mechanism will be Bill to Phone for Users
qualified to use Bill to Phone (as determined by ATTWS).

3.2 Digital Products and Subscriptions. For purposes of this Agreement, a "discrete priced product" means a
product with a different price point from other products of Content Provider or is a different type of product. For
example, games and ring tones may be different products. However, different ring tones at the same price point
will be considered the same discrete priced product. As provided in the User Documentation, Content Provider
must submit a Content Provider Worksheet (the current version of which is attached as Exhibit
A) for each product it desires to sell through the e-Wallet. Whether or not a product is a discrete priced product
will be governed by the User Documentation. If Content Provider desires to offer subscription services, Content
Provider must offer such subscription services for full-month terms of no less than one full month. If the initial term
of a subscription service extends beyond one-month periods (for example, 12-month terms), the subscription
services may not automatically renew at the end of the initial term for the same length, but may continue
automatically only on a month-to-month basis.

3.3 Pricing. Content Provider will be responsible for pricing its Digital Content to be sold to Users through the e-
Wallet; provided that no transaction may be priced less than [*] excluding taxes or any other governmental fees
or charges ("e-Wallet Threshold"). The parties agree that ATTWS may alter the e-Wallet Threshold on thirty
days' written notice to Content Provider. Notwithstanding the foregoing, to the extent that Content Provider
charges a subscription fee for access to Digital Content, the subscription fee that Content Provider charges to
Users of ATTWS Wireless Data Service shall be no higher than the subscription fees charged by Content
Provider to the users of any competitor of ATTWS for the same or similar Digital Content.

3.4 Sharing of Information. ATTWS may share the terms of this Addendum with Qpass so that Qpass may
properly perform the administration of payment for e-Wallet transactions.

4. Bill to Card Transactions. The following provisions relate to Bill to Card Transactions only.

4.1 Billing. Billing for Bill to Card transactions through the e-Wallet will be made to a User's credit or debit card
registered with the e-Wallet and will be posted on the credit or debit card as described in the User
Documentation. By agreeing to make its Digital Content available for purchase through the e-Wallet, Content
Provider appoints Qpass as its Digital Content reseller for Bill to Card Transactions. In that regard, Content
Provider will not appear on User credit and debit card statements as the merchant of record. User information
contained in the e-Wallet will be provided by Users. ATTWS does not warrant the accuracy of the information
provided by the User nor does it warrant the identity of the User.

4.2 Collection and Settlement; Chargebacks. Qpass will collect amounts posted to User's credit or debit card
account and will remit any amounts so collected to Content Provider, less the Transaction Fees owed to ATTWS
as described in Section 4.3 below and less any offsets for chargebacks, refunds or credits; provided, however,
neither ATTWS nor Qpass will have any obligation to remit any amount until the earlier of (a) the payment period
by which aggregate amounts owing to Content Provider for e-Wallet purchases exceed $500, or (b) the end of
the calendar year. Settlement will be made in accordance with Qpass billing and remittance policies in effect from
time to time, which policies will be provided by ATTWS to Content Provider.

4.3. Transaction Fees. For each Bill to Card Transaction, Content Provider will pay ATTWS a transaction fee of
i) [*] per transaction for transactions under $1.00 and ii) [*] of the retail price point of the transaction, excluding
taxes, surcharges or any other governmental fees or assessments, for transactions of $1.00 or more ("Transaction
Fee"). If the proceeds from a purchase have been collected by Qpass and remitted to Content Provider, and
such proceeds are later subject to a chargeback, then Qpass will pay the applicable chargeback fee and debit
Content Provider's remittance for the portion that had previously been remitted. Proceeds from purchases that
are later refunded are not reflected in sales revenue and no Transaction Fees are collected by Qpass.

4.4 Payment Terms. Qpass will collect the revenue from Users for Bill to Card Transactions. The Transaction
Fee will be collected from the monthly amounts collected from Users. Transaction Fees will be payable by
Content Provider the month that Qpass collects the proceeds from such purchases and Content Provider will pay
such Transaction Fees by allowing ATTWS to retain the applicable Transaction Fees.

FORM: e-Wallet Addendum (Digital Goods)-020418


* Certain information on this page has been omitted and filed separately with the Securities and Exchange
Commission. Confidential treatment has been requested with respect to the omitted portions.

                                                       2
5. Bill to Phone Transactions. The following provisions relate to Bill to Phone Transactions only.

5.1 General. For purposes of this Agreement, "Bill to Phone" is the billing functionality that allows qualified Users
(as determined by ATTWS) to purchase Digital Content through the e-Wallet, either in single transactions, on a
subscription basis or through bundles, and to have those purchases appear on the Users' bills for Wireless Data
Service. Bill to Phone may, at ATTWS' sole discretion, appear under an ATTWS brand name and any such Bill
to Phone branding will be considered a Mark of ATTWS and subject to the restrictions on the use of Marks
contained in the Agreement. Content Provider may not sell hard goods or any other types of goods other than
Digital Content in Bill to Phone Transactions.

5.2 Appointment as Payment/Receiving Agent; Use of Payment Processor. Content Provider hereby appoints
ATTWS as its agent for the collection of payments for Digital Content purchased from Content Provider in Bill to
Phone Transactions and for the remittance of such payments (subject to the provisions below) to Content
Provider.

In that regard, Content Provider agrees that:

(a) ATTWS may, in its sole discretion, select a bank ("Payment Processor") to process payments from accounts
of ATTWS to accounts of Content Provider in order to complete payment of User purchases made through Bill
to Phone. Content Provider acknowledges and agrees that in no event will Payment Processor have any
obligation or liability to Content Provider arising from Bill to Phone Transactions or payments arising from Bill to
Phone Transactions, regardless of the form of the claim, under this Addendum, the Agreement, or any other
agreement between or among ATTWS, Payment Processor and their customers, or otherwise. Without limiting
the generality of the preceding sentence, Content Provider also acknowledges that Content Provider is not a third
party beneficiary of any agreement between ATTWS and Payment Processor or between Payment Processor
and customers of the Bill to Phone service.

(b) Content Provider acknowledges that ATTWS does not and will not extend credit to Content Provider
hereunder or otherwise.

(c) ATTWS will have sole discretion as to whether, and to what extent, to pursue collection against a User.
Content Provider may not seek payment directly from Users for Bill to Phone transactions, whether or not
ATTWS pays Content Provider for such transactions and whether or not such transactions are subject to
chargeback or reversal.

(d) Content Provider acknowledges that ATTWS will establish a process to handle chargebacks and/or reversals
for disputed Bill to Phone Transactions, Content Provider agrees that ATTWS, as agent for Content Provider for
these purposes, may charge back or reverse prior Bill to Phone Transaction payments or eliminate current Bill to
Phone charges from a customer's bill, if the User disputes such charge, is unsatisfied with the Digital Content for
any reason or alleges that Bill to Phone Transactions were unauthorized. In addition, if a Bill to Phone Transaction
is cleared through Qpass and Content Provider is paid for such transaction, but such Bill to Phone Transaction
later turns out to be "unbillable" by ATTWS (for example, because the customer no longer has a valid account),
then ATTWS may charge back any amounts paid to Content Provider. If a Bill to Phone Transaction is subject
to charge back or reversal after this Addendum has terminated or expired. ATTWS will invoice Content Provider
for the amount of such charge back or reversal and Content Provider will promptly pay such amount.

5.3 Bill to Phone Transaction Limits. Content Provider acknowledges that ATTWS may in its discretion from
time-to-time impose purchase limits for Bill to Phone Transactions and ATTWS may reject Bill to Phone
Transactions (i) to the extent such transactions bring the total value of a User's Bill to Phone Transactions in any
calendar month to more than the purchase limit per month ($50 at the present time), or (ii) if the User is
delinquent in paying his/her ATTWS bills or otherwise has not maintained the User's account in good standing. At
its discretion and subject to the User's agreement, ATTWS may redirect rejected Bill to Phone Transactions to
Bill to Card Transactions.

5.4 ATTWS Service Fee and Payment Terms; Bad Debt Risk. Content Provider will owe ATTWS a service fee
("Service Fee") for Bill to Phone Transactions during any month equal to: i) [*] per transaction for transactions
under [*] and ii)
FORM: e-Wallet Addendum (Digital Goods)-020418


* Certain information on this page has been omitted and filed separately with the Securities and Exchange
Commission. Confidential treatment has been requested with respect to the omitted portions.

                                                       3
[*] of the Retail Purchase Price of Digital Content for transactions of [*] or more. For these purposes "Retail
Purchase Price" means the gross price charged to the User, excluding any applicable taxes, surcharges or other
governmental fees or assessments. Content Provider will bear the risk of Bill to Phone Transaction payments that
are not collected from a User ("bad debt"). In that regard, Content Provider authorizes ATTWS to withhold the
current bad debt fee of [*] of the Retail Purchase Price of Digital Content purchased in Bill to Phone
Transactions during any month to cover bad debt ("Bad Debt Withholding"). At its discretion, ATTWS may,
upon notice to Content Provider (i) adjust the amount of the future Bad Debt Withholding to reflect actual
experience with Bill to Phone Transaction bad debt, and (ii) charge back or refund, as the case may be, Content
Provider for actual bad debt in excess of or under the amount withheld. ATTWS will have the right, in
accordance with its business systems and procedures, to allocate partial User payments for a "look-back period"
between Bill to Phone Transactions and other charges payable by the User to ATTWS for purposes of
calculating actual bad debt and ATTWS shall be paid first for all User partial payments. For purposes hereof, the
"look-back period" will be a 180-day period commencing on the date that the subject account is written off (or
such other review period as ATTWS adopts). Payments for Bill to Phone Transactions will be made by ATTWS
through the Payment Processor to Content Provider, net of applicable Service Fees, Bad Debt Withholding and
other chargebacks, offsets, credits, refunds and, if applicable, taxes. Although payments will be made on a
monthly basis, such payments generally will trail sixty to ninety days after the date of the subject Bill to Phone
Transaction. Content Provider hereby authorizes ATTWS to offset against funds held by ATTWS and owed to
Content Provider, to recover any chargebacks, credits, refunds or reversals for a given period. Notwithstanding
any chargeback, credit, refund or reversal for a Bill to Phone Transaction, ATTWS will be entitled to retain the
Service Fee and, subject to any subsequent adjustments based on actual bad debt experience, the Bad Debt
Withholding with respect to such transaction.

6. Taxes.

On behalf of Content Provider, ATTWS will report and remit to the applicable governmental entities any
sales/use or similar end-user taxes or fees which may be assessed in respect of Content Provider's sale of Digital
Content for Bill to Card Transactions or Bill to Phone Transactions. The jurisdictions for which such taxes should
be charged and the categorization of products for the purpose of calculating taxes will be determined by ATTWS
by reference to its own internal processes for ATTWS' digital content. Content Provider will be responsible for
all other taxes, charges and governmental fees with respect to the sale of Digital Content that may apply, including
all taxes based on the net income, franchise, property and/or net worth of Content Provider.

7. Responsibility for Digital Content

As between ATTWS and Content Provider, all risks and liabilities for the purchase of the Digital Content by the
User through the e-Wallet, including but not limited to the risks of non-payment and fraud, are the responsibility
of Content Provider. If the proceeds from a purchase have been collected by ATTWS and remitted to Content
Provider, and such proceeds are later subject to a chargeback, credit or refund, then ATTWS will charge the
appropriate amounts back to Content Provider by either offsetting such chargeback, credit or refund against any
other amounts owed by Content Provider to ATTWS or invoicing Content Provider for such amounts.

8. Customer Care

8.1 Billing Disputes. As between the parties, ATTWS will have sole responsibility for settling any billing disputes
with Users regarding the purchase of Digital Content through the e-Wallet. If ATTWS, in its sole discretion,
determines that a full or partial refund should be granted to a User, ATTWS may grant such refund. If such
refund takes place after Content Provider has received payment for the subject transaction, Content Provider will
pay its portion of the refunded amount to ATTWS and ATTWS may offset such amounts against any other
amounts owed by ATTWS to Content Provider or ATTWS may invoice Content Provider for such amount. If
such refund takes place before Content Provider has received payment for the transaction concerned, Content
Provider will not receive payments for such transaction and Content Provider's account with ATTWS will be
adjusted accordingly.

8.2 Customer Support. Content Provider will provide first-tier customer care for Users with respect to the use
and functionality of Content Provider's Digital Content. In that regard, Content Provider will provide a hyperlink
or email address to its customer care support center for integration into the e-Wallet digital receipt on the
ATTWS Personal Web Site and on the Content Provider Mobile Channel. ATTWS will provide first-tier
customer care for Users with respect to the billing of Digital Content purchased via the e-Wallet.

FORM: e-Wallet Addendum (Digital Goods)-020418


* Certain information on this page has been omitted and filed separately with the Securities and Exchange
Commission. Confidential treatment has been requested with respect to the omitted portions.

                                                         4
9. Reports and Information.

9.1 Reports. Qpass will provide Content Provider with reports via a password-protected web site regarding
Digital Content purchased from Content Provider through the e-Wallet, including the Transaction Data from Bill
to Phone or Bill to Card Transactions.

9.2 Transaction Data. Transaction Data will be considered Content Provider User Data for purposes of the
Agreement, Content Provider hereby grants ATTWS a perpetual, irrevocable, royalty-free license to use the
Transaction Data for internal purposes in order to optimize mobile commerce within the ATTWS Wireless Data
Service, including but not limited to compilation of Transaction Data for the presentation of a digital receipt to the
User and maintaining a User profile for the delivery of services and information to the User. ATTWS may
distribute the Transaction Data to Qpass or other vendors or agents to assist ATTWS in its permitted use of the
Transaction Data, provided that such vendors or agents are under confidentiality obligations at least as restrictive
as ATTWS with respect to the Transaction Data. Moreover, ATTWS may disclose Transaction Data to the
extent it is required to do so by law. ATTWS and its vendor may provide aggregate reports to third parties
containing Transaction Data provided that such reports do not disclose any personally identifiable information
about Content Provider or any User.

10. Indemnification.

In addition to its indemnification obligations under the Agreement, Content Provider agrees to indemnify, defend
and hold ATTWS and its directors, officers, employees and suppliers harmless from and against any claims
arising from or relating to Content Provider's provision, promotion, advertising or delivery of the Digital Content.
Further, each party will indemnify the other for claims arising from or relating to a violation of law by the
indemnifying party.

11. Warranties.

11.1 Representation and Warranty. ATTWS represents and warrants to Content Provider that it has the full
power and authority to enter into this Addendum and to make the e-Wallet, Bill to Phone and Bill to Card
services available as set forth herein.

11.2 Disclaimer. THE WARRANTY SET FORTH IN SECTION 11.1 CONSTITUTES THE ONLY
WARRANTY MADE WITH RESPECT TO THE E-WALLET, BILL TO CARD TRANSACTIONS, BILL
TO PHONE TRANSACTIONS OR THE PERFORMANCE OF SERVICES RELATED THERETO
PROVIDED UNDER THIS ADDENDUM. ATTWS SPECIFICALLY DISCLAIMS ALL OTHER
WARRANTIES, WRITTEN OR ORAL, STATUTORY, EXPRESS OR IMPLIED, RELATING TO THE E-
WALLET, BILL TO CARD TRANSACTIONS AND BILL TO PHONE TRANSACTIONS INCLUDING
WITHOUT LIMITATION, ANY WARRANTY OF CONTENT PROVIDERABILITY, FITNESS FOR A
PARTICULAR PURPOSE OR WARRANTIES ARISING FROM A COURSE OF DEALING, TRADE
USAGE OR TRADE PRACTICE.

12. Term and Termination

12.1 Term. The term of this Addendum will commence on the Addendum Date and, unless terminated earlier as
provided below, will end one year thereafter; provided that the Addendum will continue on a month-to-month
basis thereafter.

12.2 Termination for Convenience. After the first six months of the term of this Addendum, either party may
terminate the Addendum upon thirty days' prior written notice to the other party.

12.3 Termination for Cause. Either party may terminate this Addendum upon not less than thirty day's prior
written notice to the other party of any material breach by such other party, provided that the other party has not
cured the material breach within the thirty-day period. Either party may terminate this Addendum upon written
notice to the other party if the other party 1) becomes financially insolvent, 2) makes an assignment for the benefit
of creditors, 3) has an Order for Relief under the United States Bankruptcy Code entered by any United States
Court against it, or 4) has a trustee or receiver of any substantial part of its assets appointed by any court.
12.4 Immediate Termination. This Addendum will terminate immediately, without prior notice to either party,
upon the following events: (a) termination or expiration of the Agreement or (b) termination or expiration of
ATTWS' agreement with Qpass to provide the e-Wallet functionality (unless, in the case of (b), ATTWS notifies
Content Provider that this Addendum will continue).

12.5 Continued Use. To the extent that Content Provider decides to discontinue using the e-Wallet for any Digital
Content service while this Addendum still is in effect, Content Provider must continue to provide access to the
Digital Content sold using the e-Wallet to existing customers that purchased such Digital Content through the
subscription or use period as determined by the terms and conditions of the customer's initial purchase from
Content Provider. Upon termination of this Addendum for

FORM: e-Wallet Addendum (Digital Goods)-020418

                                                       5
any reason, Content Provider must continue to provide access to the Digital Content sold using the e-Wallet to
existing customers that purchased such Digital Content through the subscription or use period as determined by
the terms and conditions of the customer's initial purchase from Content Provider.

13. Relationship to Agreement.

This Addendum amends and supplements the Agreement with respect to the matters addressed in this
Addendum. To the extent the Agreement (or a separate addendum) includes provisions relating to revenue
sharing or e-Wallet, this Addendum supersedes and replaces such provisions. If there is a conflict between the
Agreement and Addendum with respect to the matters covered by this Addendum, the terms of this Addendum
will control. The NDA among the parties is incorporated herein by this reference. The parties agree that the
disclosure of User Documentation to Content Provider is subject to the NDA.

14. Relationship to Qpass.

Content Provider and ATTWS agree that Qpass is the third-party beneficiary of this Addendum and the
Agreement and will have the right to bring direct claims against Content Provider for breaches of such agreements
to the extent Qpass is harmed by such breaches. Content Provider covenants and agrees not to bring any claims
directly against ATTWS with respect to the Qpass System. ATTWS agrees that Content Provider may make
direct claims against Qpass for failure to properly provide the Qpass System; provided, however, Qpass will not
be liable to Content Provider under any circumstances for the incidental, consequential (including lost profits),
special or punitive damages of Content Provider or for any damages in excess of Five Thousand Dollars
($5,000).

IN WITNESS WHEREOF, the parties have duly executed and delivered this Addendum as of the Addendum
Date.

         AT&T Wireless Services, Inc.                   Dwango North America, Inc.



         By  /s/ Elizabeth Schimel                      By  /s/ F. Conrad Hametner
             ----------------------------------             ------------------------------------
         Name ELIZABETH SCHIMEL                         F. Conrad Hametner III _________________
               --------------------------------
         Title VICE PRESIDENT                           Senior Vice President Business
               BUSINESS DEVELOPMENT                     Development
               --------------------------------




FORM: e-Wallet Addendum (Digital Goods)-020418

                                                       6
                                          EXHIBIT A

                            CONTENT PROVIDER WORKSHEET

FORM: e-Wallet Addendum (Digital Goods)-020418

                                                 7
                                                    Schedule 1

                                               Integration Services

Integrating Content Provider Digital Content under the e-Wallet involves configuring associated settings in the e-
Wallet systems and Digital Content. Activation Services performed by ATTWS and/or Qpass:
. Configure the Content Provider Digital Content for access to the Content Partner Assistance Center ("CPAC",
the online activity reporting and support site for Content Provider partners).
. Configure end-user support system settings for the Content Provider's offerings (policies for escalating support
incidents, contact names for service downtimes, etc.),
. Setup up of up to ten discrete priced products based on template forms.
. Provide the Content Provider with the most current system documentation and step-by-step service set-up
guide.

ATTWS and/or Qpass will manage the integration process, as follows:

Within 3 business days of receiving notification and Content Provider contact information from ATTWS, will
send the Content Provider the current system documentation and step by step service setup guide.

Within 3 business days of receiving the completed Digital Content activation worksheet from the Content
Provider, will configure the Digital Content for access to the CPAC, generalized support policies, and other
settings to affect the startup of the Content Provider's account within the e-Wallet systems.

Within 3 business days of receiving the completed Content Provider's Digital Content offering configuration
worksheet, will attempt to configure the new Content Provider offering in the e-Wallet systems and either 1)
notify the Content Provider that the offering has been successfully configured and is ready for testing, or 2) notify
the Content Provider of what modifications to the worksheet are necessary in order for a functional product to be
configured.

Certification Services

Before a new Digital Content offering is placed into a production environment, Content Provider will request an
e-Wallet certification. A new offering will pass certification if the purchase process and subsequent access period
control works from end to end in accordance with expected product behavior (see documentation).

If a Content Provider offering does not pass certification, will provide a written report detailing why it did not
pass and what actions the Content Provider can take to make the offering certifiable. If a Content Provider
offering does not achieve certification on its second submission, the Content Provider must contract with Qpass
for professional service assistance at the then-prevailing rates.

Upon receipt of Content Provider's request for each product certification, will within 2 business days either certify
the product and move it into a production environment, or issue a report to Content Provider detailing why it did
not pass and what actions the Content Provider can take to make the offering certifiable.

FORM: e-Wallet Addendum (Digital Goods)-020418

                                                         8
                                                   Schedule 2

                                       e-Wallet Service for Digital Content

The e-Wallet for Digital Content contains two forms of payment mechanisms for the sale of premium Digital
Content, Bill to Phone and Bill to Card.

The e-Wallet for Digital Content manages the entire transaction process, including:

. Account provisioning - simplifies consumer registration and account set-up at any time when signing up for
wireless service, on a wired or wireless portal, or at the point of purchase.

. Authentication - determines whether a consumer is authorized to make certain purchases or access a product
through a combination of username and the most appropriate form of authentication (password, PIN, voice print,
or phone number) determined by the device or carrier. The e-Wallet authenticates transactions at the payment-
method level, to detect whether users have the appropriate credentials attached to their accounts and to ensure
that the payment method (including credit and debit cards, stored-value and draw-down accounts, direct carrier
billing, and prepaid accounts) is valid and sufficiently funded.

. Transaction Management - extends carriers' billing and customer management systems to ensure that
transactions occur seamlessly and that payment is distributed to all parties in the transaction. The e-Wallet
supports and manages the entire financial transaction and payment process, including spending-limit enforcement,
real-time authorization, rating of purchase requests against business rules, transaction processing and capture,
purchase aggregation, collection of funds, remittance, and distribution of revenue to multiple parties.

. Product Management - product management tools allow Content Providers to create, distribute, and promote
the sale of Digital Content. The e-Wallet supports a wide range of business models, packages, and price points,
allowing Content Providers to create and sell a variety of different products.

. Reporting - Through a password-protected online site, the Content Partner Assistance Center (CPAC), the e-
Wallet provides Content Providers with comprehensive consumer and sales data in two formats: Preformatted
HTML reports and downloadable raw transaction data, in zipped ASCII format.

. Customer Support - The e-Wallet Online Assistance Center provides self-service account management
functions for Users. The Customer Care Center provides Users and Content Providers with direct access to
purchase information as well as tools and support to maintain tier-one service, such as conduct refunds and
update account information.

ATTWS, either directly or through Qpass, will provide Content Provider with the User Documentation, including
the Digital Content Quickstart Guide. The parties agree that the User Documentation is provided for information
purposes only to assist Content Provider with its integration with the e-Wallet. Neither ATTWS nor Qpass
makes any representations or warranties in or concerning the User Documentation.

FORM: e-Wallet Addendum (Digital Goods)-020418

                                                        9
                                                Exhibit 10.21

                                       Dwango North America Corp.
                                         5847 San Felipe Street
                                               Suite 3220
                                       Houston, Texas 77057-3000

                                               January 8, 2004

Alexandra Global Master Fund, Ltd.
c/o Alexandra Investment Management, LLC 767 Third Avenue
39/th/ Floor
New York, New York 10017

Re: Dwango North America Corp.


                                         Board of Directors Designee

Gentlemen:

Concurrently herewith, Alexandra Global Master Fund, Ltd., a British Virgin Islands company ("Alexandra"), and
Dwango North America Corp., a Nevada corporation (the "Company"), are entering into a Note Purchase
Agreement, dated the date hereof (the "Agreement"). Pursuant to the Agreement, Alexandra is being issued a 9%
Senior Convertible Note of the Company (the "Note") convertible into shares of Common Stock of the
Company (such shares underlying the Note, or issued upon exercise of the Note, hereafter referred to as the
"Note Shares"). So long as Alexandra owns at least 50% of the Note Shares, it shall be entitled to nominate a
director for election to the Board of Directors of the Company and the Company agrees to take such actions as
necessary to elect such designee to the Board of Directors of the Company; provided, however, that the
Company shall have the right to approve any Alexandra nominee, which approval shall not be unreasonably
withheld.

Robert E. Huntley, by his execution below, agrees to vote all of his shares of Common Stock of the Company for
any such nominee at any and all meetings of shareholders at which directors are elected.

Very truly yours,
DWANGO NORTH AMERICA CORP.

                                By: /s/ Robert E. Huntley
                                   -------------------------------------
                                    Robert E. Huntley
                                    Chairman, President and CEO




ACCEPTED AND AGREED:

                                /s/ Robert E. Huntley
                                ----------------------------------------
                                Robert E. Huntley
ALEXANDRA GLOBAL MASTER FUND, LTD.
By: ALEXANDRA INVESTMENT MANAGEMENT, LLC

                    By:    /s/ MiKhail Filimonov
                          ----------------------------------
                           Name:
                           Title:
                                                    Exhibit 10.22

                                              PROMISSORY NOTE

$50,000.00 April 23, 2002

FOR VALUE RECEIVED, the undersigned, DWANGO NORTH AMERICA, INC., a Texas Corporation
("Maker"), whose address is 222 Vanderpool, Houston, Texas 77024, hereby promises to pay to the order of
MARILYN MILLER, an individual whose address is 222 Vanderpool, Houston, Texas 77024 (together with
subsequent owners or holders of this Note, the "Holders"), the aggregate principal amount of FIFTY
THOUSAND Dollars ($50,000.00), together with interest on the unpaid balance thereof from April 23, 2002
until July 22, 2002 ("Maturity Date") at 10% per annum (based on a year of 365 days). Maker shall have the
option to extend the Maturity Date until October 20, 2002, upon the same terms and conditions. All principal and
any interest hereunder shall be payable on the Maturity Date at the principal offices of Holder or such other place
which Holder may hereinafter designate in writing.

It is the intention of the parties hereto to conform strictly to applicable usury laws as in effect from time to time
during the term of this Note. Accordingly, if any transaction or transactions contemplated hereby would be
usurious under applicable law (including the laws of the United States of America, or of any other jurisdiction
whose laws may be mandatorily applicable), then, in that event, notwithstanding anything to the contrary in this
Note, it is agreed as follows: (i) the provisions of this paragraph shall govern and control; (ii) the aggregate of all
interest under applicable laws that is contracted for, charged or received under this Note shall under no
circumstances exceed the maximum amount of interest allowed by applicable law, and any excess shall be
promptly credited to Maker by Holder (or, if such consideration shall have been paid in full, such excess shall be
promptly refunded to Maker by Holder) (iii) neither Maker nor any other person or entity now or hereafter liable
in connection with this Note shall be obligated to pay the amount of such interest to the extent that it is in excess
of the maximum interest permitted by the applicable usury laws; and (iv) the effective rate of interest shall be ipso
facto reduced to the maximum lawful interest rate.

Maker shall have the privilege to prepay this Note at any time, and from time to time, in whole or in part, without
penalty or fee. Any prepayment of principal under this Note shall include accrued interest to the date of
prepayment on the principal amount being prepaid.

IN WITNESS WHEREOF, Maker has executed this Note effective as of the date first above written on this
23/rd/ day of April, 2002.

                                    DWANGO NORTH AMERICA, INC.,
                                          a Texas corporation

                                   By: /s/ Robert E. Huntley
                                      -------------------------------------
                                      Robert E. Huntley, President




                                             (Page 1 of a 1 Page Note)
               MODIFICATION, RENEWAL & EXTENSION OF PROMISSORY NOTE

WHEREAS, DWANGO NORTH AMERICA, INC., f/k/a DWANGO U.S.A., INC., a Texas Corporation,
("Maker"), whose address is 222 Vanderpool, Houston, Texas 77024, is the borrower under that certain
Promissory Note ("Note") dated April 27, 2001, in the original principal amount of $50,000.00, originally
executed by Maker, payable to the order MARILYN MILLER, an individual whose address is 222
Vanderpool, Houston, Texas 77024 (together with subsequent owners or holders of this Note, the "Holder"),
bearing interest and being payable as provided therein;

WHEREAS, Maker has requested that Holder modify and extend the Note as provided herein; and

WHEREAS, Maker and Holder have agreed to modify and extend the Note subject to and in accordance with
the terms of this Agreement;

NOW, THERFORE, in consideration of the promises and covenants contained herein and Ten Dollars and other
good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto
do covenant and agree as follows:

1. The Note is hereby modified such that Maker hereby promises to pay to the order of Holder the aggregate
principal amount of FIFTY THOUSAND Dollars ($50,000.00), together with interest on the unpaid balance
thereof from April 27, 2001 until April 26, 2003 ("Maturity Date") at 10% per annum (based on a year of 365
days). All principal and any interest hereunder shall be payable on the Maturity Date at the principal offices of
Holder or such other place which Holder may hereinafter designate in writing.

2. It is the intention of the parties hereto to conform strictly to applicable usury laws as in effect from time to time
during the term of this Note. Accordingly, if any transaction or transactions contemplated hereby would be
usurious under applicable law (including the laws of the United States of America, or of any other jurisdiction
whose laws may be mandatorily applicable), then, in that event, notwithstanding anything to the contrary in this
Note, it is agreed as follows: (i) the provisions of this paragraph shall govern and control; (ii) the aggregate of all
interest under applicable laws that is contracted for, charged or received under this Note shall under no
circumstances exceed the maximum amount of interest allowed by applicable law, and any excess shall be
promptly credited to Maker by Holder (or, if such consideration shall have been paid in full, such excess shall be
promptly refunded to Maker by Holder) (iii) neither Maker nor any other person or entity now or hereafter liable
in connection with this Note shall be obligated to pay the amount of such interest to the extent that it is in excess
of the maximum interest permitted by the applicable usury laws; and (iv) the effective rate of interest shall be ipso
facto reduced to the maximum lawful interest rate.

(Page 1 of a 2 Page Note)
3. Maker shall have the privilege to prepay this Note at any time, and from time to time, in whole or in part,
without penalty or fee. Any prepayment of principal under this Note shall include accrued interest to the date of
prepayment on the principal amount being prepaid.

IN WITNESS WHEREOF, Maker and Holder have executed this Note effective as of the date first above
written on this 23/rd/ day of April, 2002.

DWANGO NORTH AMERICA, INC.,
a Texas corporation

                                 /s/ Robert E. Huntley
                                 ----------------------------------------
                                 Robert E. Huntley, President


                                 /s/ Marilyn Miller
                                 ----------------------------------------
                                 Marilyn Miller




                                            (Page 2 of a 2 Page Note)
                                             Note Confirmation

This document will confirm that as of August 30, 2002, the Promissory Note by and between Dwango North
America, Inc. ("DNA") as maker and Marilyn Miller ("Miller") as holder and dated April 23, 2002 ("1st Note"),
had been paid in full by DNA. In addition, this document will confirm that on August 30, 2002, the Promissory
Note by and between Dwango North America, Inc. ("DNA") as maker and Marilyn Miller ("Miller") as holder
and dated April 27, 2001 and the modification, renewal & extension thereof dated April 23, 2002 ("2nd Note"),
was conveyed to DNA by Miller as a contribution to capital to DNA in order to increase the paid in capital of
DNA and thereby assist DNA in the successful execution of its business plan. Therefore, as of August 30, 2002,
the 1st Note had been paid in full and the 2nd Note had been contributed to DNA by Miller, and DNA had no
further debts to Miller.

MARILYN MILLER

                                /s/ Marilyn Miller
                                ----------------------------------------




                                     Address:     222 Vanderpool
                                                  Houston, Texas 77024
                          CONTRIBUTION OF CAPITAL TO CORPORATION

This contribution of capital ("contribution") is made on this the 30th day of August, 2002, by Marilyn Miller
("Donor"), an individual whose address is 222 Vanderpool, Houston, Texas 77024, to Dwango North America,
Inc., a Texas corporation ("DNA").

WHEREAS, on or about April 27, 2001, Donor loaned DNA the aggregate principal amount of Fifty Thousand
Dollars ($50,000.00) and DNA executed a Promissory Note and a subsequent Modification, Renewal &
Extension of Promissory Note (hereinafter collectively "Note") in favor of Donor containing the terms and
conditions provided therein and bearing interest at a rate of Ten Percent (10%) per annum (Note attached hereto
as Exhibit A); and

WHEREAS, the spouse of Donor is the Chief Executive Officer and majority shareholder of DNA; and

WHEREAS, Donor desires to assist DNA in the successful execution of its business plan by contributing the
Note to DNA and thereby increasing the paid in capital of the corporation;

NOW THEREFORE, Donor makes the following contribution to DNA:

Donor hereby irrevocably gives and transfers the Note, including all outstanding principal and interest thereon, to
DNA.

DNA hereby accepts this contribution from Donor.

DONOR

                                 /s/ Marilyn Miller
                                 ----------------------------------------
                                 Marilyn Miller


                                 By: /s/ Robert E. Huntley
                                    -------------------------------------
                                 Robert E. Huntley, Chief
                                 Executive Officer
                                 DWANGO NORTH AMERICA, INC.
                                                     Exhibit 10.23

                                             LICENSE AGREEMENT

This License Agreement ("Agreement"), is effective as of the 29th day of October, 2003 ("Effective Date"), and
is entered into by and between Dwango North America, Inc. ("DNA"), a Texas corporation with its principal
place of business at 5847 San Felipe St., Suite 3220, Houston, Texas 77057-3000 and Enorbus Technologies
("Enorbus") a Chinese company with a principal place of business at B1606 Hanwei Plaza, No. 7, Guanghua
Road, Chaoyang District, Beijing, 100004, China.

                                                   WITNESSETH:

WHEREAS, DNA owns the rights to certain wireless games ("DNA Wireless Games") and DNA does not
currently commercially exploit the DNA Wireless Games within the Peoples Republic of China ("China");

WHEREAS, Enorbus owns the rights to certain wireless games ("Enorbus Wireless Games") and Enorbus does
not currently commercially exploit the Enorbus Wireless Games within the United States, Canada and Mexico
(collectively "North America");

WHEREAS, DNA desires the opportunity to commercially exploit certain Enorbus Wireless Games within North
America and share the revenue generated from such commercial exploitation with Enorbus;

WHEREAS, Enorbus desires the opportunity to commercially exploit certain DNA Wireless Games within China
and share the revenue generated from such commercial exploitation with DNA; and

WHEREAS, DNA and Enorbus (collectively the "Parties" and each a "Party") wish to enter into an agreement
whereby DNA will be permitted to commercially exploit certain Enorbus Games within North America and
Enorbus will be permitted to commercially exploit the DNA Games within China;

NOW, THEREFORE, in consideration of the premises and of the mutual covenants contained herein, DNA and
Enorbus hereby agree as follows:

1. Definitions. As used in this Agreement, the Parties hereto agree the words set forth below shall have the
meanings thereby specified:

a. "Confidential Material" shall mean corporate information, including contractual licensing arrangements, plans,
strategies, tactics, policies, resolutions, patents, trademark and trade name applications, and any litigation or
negotiations; marketing information, including sales or product plans, strategies, tactics, methods, customers,
prospects, or market research data; financial information, including cost and performance data, debt arrangement,
equity structure, investors, and holdings; operational and scientific information, and documentation for all such
software, drawings and designs; and personnel information, including personnel lists, resumes, personnel data,
and performance evaluation, as known and disclosed by one Party to another Party. Confidential Material
specifically includes all orally disclosed confidential information, if such information is identified as proprietary,
confidential, or private upon disclosure or is confirmed in writing to have been confidential within thirty (30) days
of the oral disclosure.

b. "Intellectual Property Rights" shall mean all copyrights (including, without limitation, the exclusive right to
reproduce, distribute copies of, display and thereupon perform the

                                                            1
copyrighted work and to prepare derivative works), copyright registrations and applications, trademark rights
(including, without limitation, registrations and applications), patent rights, including registration and application,
trade names, mask work rights, trade secrets, moral rights, author's rights, algorithms, rights in packaging,
goodwill and other intellectual property rights, and all divisions, continuations, reissues, renewals and extensions
thereof, regardless of whether any such rights arise under the laws of the United States or any other state, country
or jurisdiction, and all derivative works of any copyrighted work.

c. "DNA Wireless Game(s)" shall mean the wireless games owned by or licensed to DNA and either listed in
Exhibit A of the Agreement or identified in a written amendment to the Agreement executed by the Parties, which
amendment shall specifically provides that such additional DNA Wireless Game is being added to the scope of
the Agreement ("Amendment"). DNA Wireless Games shall include any modifications, additions, enhancements
and upgrades to the DNA Wireless Games. Title to and all ownership rights of, in and to the DNA Wireless
Games, and the copyrights, trademarks, patents and other intellectual property rights related thereto, are and will
remain the property of DNA, which shall have the exclusive right to protect the same by copyright, trademark,
patent or otherwise.

d. "DNA Trademarks" shall mean shall mean DWANGO(R), and all other product names, logos, tradenames
and trademarks owned or used by DNA (for purposes of this definition only, the term DNA shall include
Dwango North America, Inc., Dwango North America, Corp., and any subsidiary, division or other entity owned
and/or controlled by Dwango North America, Inc., and/or Dwango North America, Corp.). Title to and all
ownership rights of, in and to the DNA Trademarks are and will remain the property of DNA, which shall have
the exclusive right to protect the same.

e. "Enorbus Wireless Game(s)" shall mean the wireless games owned by or licensed to Enorbus and either listed
in Exhibit B of the Agreement or identified in an Amendment. Enorbus Wireless Games shall include any
modifications, additions, enhancements and upgrades to the Enorbus Wireless Games. Title to and all ownership
rights of, in and to the Enorbus Wireless Games, and the copyrights, trademarks, patents and other intellectual
property rights related thereto, are and will remain the property of Enorbus, which shall have the exclusive right to
protect the same by copyright, trademark, patent or otherwise.

f. "Net Revenue" shall mean all revenue, fees, proceeds and/or income of whatever type or character that either:
(1) DNA may collect or receive from or as a direct result of the Enorbus Wireless Games within North America,
less all payments made by DNA to third parties (including wireless carriers and licensors, but excluding any
income tax or other similar payments to any governmental authority) which are due to or result directly from the
collection of such revenue; or (2) Enorbus may collect or receive from or as a direct result of the DNA Wireless
Games within China, less all payments made by Enorbus to third parties (including wireless carriers and licensors,
but excluding any income tax or other similar payments to any governmental authority) which are due to or result
directly from the collection of such revenue.

2. License Grant.

a. License to DNA Wireless Games.

i. Grant of License to DNA Wireless Games. DNA hereby grants to Enorbus and Enorbus hereby accepts a
non-assignable (except as specifically provided herein),

                                                          2
non-exclusive, right and license solely within China for the term of the Agreement to: (i) to port the DNA
Wireless Games for use by end user subscribers ("End Users") within China and offer the DNA Wireless Games
to wireless carriers within China; and (ii) to distribute to End Users within China an unlimited number of copies of
such DNA Wireless Games in object code form only. Enorbus shall bear the costs of porting and publishing the
DNA Wireless Games. Enorbus shall have no right to use or reproduce any DNA Trademarks.

With respect to each DNA Wireless Game licensed herein, the foregoing license shall commence on the date the
DNA Wireless Game is added to Exhibit A or any Amendment and will terminate on the earlier of (a) the date
the DNA Wireless Game is no longer offered to End Users, or (b) the date of termination of this Agreement. Any
such termination shall not terminate an End User's right to continue to use the DNA Wireless Games downloaded
by the End User prior to such termination.

ii. License Restrictions on DNA Wireless Games. Except to the extent permitted by this Agreement or after
receiving subsequent written consent by DNA, Enorbus agrees (i) it will not otherwise distribute DNA Wireless
Games; (ii) it will not reverse assemble, decompile or reverse engineer any DNA Wireless Games, and (iii) it will
not remove, efface or obscure any copyright notices or other proprietary notices or legends included in any DNA
Wireless Games.

b. License to Enorbus Wireless Games.

i. Grant of License to Enorbus Wireless Games. Enorbus hereby grants to DNA and DNA hereby accepts a
non-assignable (except as specifically provided herein), non-exclusive, right and license solely within North
America for the term of the Agreement to: (i) to port the Enorbus Wireless Games for use by End Users within
North America and offer the Enorbus Wireless Games to wireless carriers within North America; and (ii) to
distribute to End Users within North America an unlimited number of copies of such Enorbus Wireless Games in
object code form only. DNA shall bear the costs arising from the porting and publishing of the Enorbus Wireless
Games.

With respect to each Enorbus Wireless Game licensed herein, the foregoing license shall commence on the date
the Enorbus Wireless Game is added to Exhibit B or any Amendment and will terminate on the earlier of (a) the
date the Enorbus Wireless Game is no longer offered to End Users, or (b) the date of termination of this
Agreement. Any such termination shall not terminate an End User's right to continue to use the Enorbus Wireless
Games downloaded by the End User prior to such termination.

ii. License Restrictions on Enorbus Wireless Games. Except to the extent permitted by this Agreement or after
receiving written consent by Enorbus, DNA agrees (i) it will not otherwise distribute Enorbus Wireless Games;
(ii) it will not reverse assemble, decompile or reverse engineer any Enorbus Wireless Games, and (iii) it will not
remove, efface or obscure any copyright notices or other proprietary notices or legends included in any Enorbus
Wireless Games.

3. Ownership.

a. Ownership of DNA Wireless Games. Enorbus hereby acknowledges that DNA owns all right, title and interest
in and to all content, products, services, specifications, documentation,

                                                         3
software and other materials supplied by DNA, including, without limitation, all DNA Wireless Games and any
improvements and modifications thereto, including all Intellectual Property Rights therein.

For each DNA Wireless Game that Enorbus ports for use by a wireless device in China, Enorbus shall provide
DNA the source code for each DNA Wireless Game and each such wireless device ("Enorbus Ported SKU"). In
the event that DNA desires to commercially exploit an Enorbus Ported SKU outside North America, the Parties
shall determine the appropriate compensation Enorbus shall receive for DNA's use of such Enorbus Ported
SKU. However, nothing herein shall limit DNA's right to port (either internally or by means of a third party) any
DNA Wireless Game for use by any wireless device, regardless of whether Enorbus has previously created an
Enorbus Ported SKU for such wireless device ("Independently Ported SKU"). The Party producing an
Independently Ported SKU shall not owe the other Party any royalty or other payment for the development or
use of any Independently Ported SKU.

Except as specifically and clearly set forth in this Agreement, nothing herein, nor the exercise of any rights granted
Enorbus hereunder, conveys to Enorbus, and Enorbus shall not have or acquire, and shall not purport to have or
acquire, any Intellectual Property Right or any other right or title to, or interest in any DNA Wireless Games or
any part or aspect thereof (or any derivative work). Enorbus agrees that it shall not at any time assert or claim
any interest in, or do anything that may adversely affect the validity or enforceability of, any Intellectual Property
Right in the DNA Wireless Games owned by or licensed to DNA. Enorbus shall immediately return all copies of
the DNA Wireless Games to DNA upon DNA's request at any time, but in any event promptly upon termination
of this Agreement.

b. Ownership of Enorbus Wireless Games. DNA hereby acknowledges that Enorbus owns all right, title and
interest in and to all content, products, services, specifications, documentation, software and other materials
supplied by Enorbus, including, without limitation, all Enorbus Wireless Games and any improvements and
modifications thereto, including all Intellectual Property Rights therein.

For each Enorbus Wireless Game that DNA ports for use by a wireless device in North America, DNA shall
provide Enorbus the source code for each Enorbus Wireless Game and each such wireless device ("DNA Ported
SKU"). In the event that Enorbus desires to commercially exploit a DNA Ported SKU outside China, the Parties
shall determine the appropriate compensation DNA shall receive for Enorbus' use of such DNA Ported SKU.
However, nothing herein shall limit Enorbus' right to port (either internally or by means of a third party) any
Enorbus Wireless Game for use by any wireless device, regardless of whether DNA has previously created a
DNA Ported SKU for such wireless device ("Independently Ported SKU"). The Party producing an
Independently Ported SKU shall not owe the other Party any royalty or other payment for the development or
use of any Independently Ported SKU.

Except as specifically and clearly set forth in this Agreement, nothing herein, nor the exercise of any rights granted
DNA hereunder, conveys to DNA, and DNA shall not have or acquire, and shall not purport to have or acquire,
any Intellectual Property Right or any other right or title to, or interest in any Enorbus Wireless Games or any part
or aspect thereof (or any derivative work). DNA agrees that it shall not at any time assert or claim any interest in,
or do anything that may adversely affect the validity or enforceability of, any Intellectual Property Right in the
Enorbus Wireless Games owned by or licensed to Enorbus. DNA shall

                                                          4
immediately return all copies of the Enorbus Wireless Games to Enorbus upon Enorbus' request at any time, but
in any event promptly upon termination of this Agreement.

4. Division of Revenue.

a. Royalty.

i. Royalty for DNA Wireless Games.

In consideration for the license of the DNA Wireless Games, Enorbus shall pay DNA a royalty equal to (*) of
Net Revenue received by Enorbus from the DNA Wireless Games ("DNA Royalty").

Determination and distribution of the DNA Royalty shall be made within Thirty (30) days subsequent to the end
of each calendar quarter, based on the aggregate amount of Net Revenue collected during such calendar quarter.

ii. Royalty for Enorbus Wireless Games.

In consideration for the license of the Enorbus Wireless Games, DNA shall pay Enorbus a royalty equal to (*) of
Net Revenue received by DNA from the Enorbus Wireless Games ("Enorbus Royalty").

Determination and distribution of the Enorbus Royalty shall be made within Thirty (30) days subsequent to the
end of each calendar quarter, based on the aggregate amount of Net Revenue collected during such calendar
quarter.

b. Royalty Reports. Each Party shall maintain complete and accurate records regarding the Net Revenue during
the entire term of this Agreement and for not less than two (2) years following the termination or expiration of this
Agreement. Each Party shall be responsible for preparation and delivery of a Net Revenue report, which shall be
due within thirty (30) days subsequent to the end of each calendar quarter. Such report shall provide all
information reasonably necessary for computation and confirmation of the Net Revenue, if any, for such quarterly
period. The Parties agree that any audits performed with regard to the books and records relating to Net
Revenue reports shall be performed by a mutually acceptable independent accounting firm or certified public
accountant.

c. Audits. In connection with the obligations undertaken by the Parties hereunder to prepare and deliver the Net
Revenue reports and to preserve the records related thereto, an accountant mutually agreed upon by the Parties
may inspect the records on which such reports are based no more than once per calendar year. Upon written
request the Parties shall send the records upon which the Net Revenue reports are based to the agreed upon
accountant within 10 days after receiving such request. If, upon performing such audit, it is determined that a
Party prepared such report incorrectly resulting in underpayment of the royalty payments, such Party shall pay the
other Party the amount of the underpayment within five (5) business days from the completion of the audit. If such
underpayment exceeds five percent (10%) of the royalty payments due in the period being audited, the audited
Party will bear all reasonable expenses and costs of such audit. If, upon performing such audit, it is determined
that the Party prepared such report incorrectly resulting in overpayment of the royalty payments, the other Party
shall reimburse the audited Party the amount of the overpayment within five (5) business days from the
completion of the audit.

* Certain information on this page has been omitted and filed separately with the Securities and Exchange
Commission. Confidential treatment has been requested with respect to the omitted portions.

                                                          5
5. Other Enorbus and DNA Content. The Parties hereby recognize that each Party provides and/or intends to
provide various types of content for use on wireless devices. The licenses granted and royalty payments provided
herein are intended to apply to DNA Wireless Games and Enorbus Wireless Games, and are not intended to
apply to the various other types of content the Parties provide and/or intend to provide for use on wireless
devices. In the event that the Parties subsequently agree to license such other content for wireless devices, the
Parties shall enter into a separate written agreement concerning the terms and conditions of any such license.

6. Term and Termination. The term of this Agreement and the Licenses granted herein shall begin on the Effective
Date and shall expire on a date two (2) calendar years from the Effective Date unless terminated earlier pursuant
to this section of the Agreement.

Either Party hereto may terminate this Agreement by giving thirty (30) days written notice to the other Party of
any material default by such party under this Agreement. This Agreement shall terminate on the thirtieth
(30th) day following receipt by the defaulting Party of the described notice, unless the defaulting Party cures any
such default within the above proscribed thirty (30) day period.

7. Confidentiality Agreement. Each of the Parties hereby acknowledges that all Confidential Material of the other
Parties constitutes trade secrets of the other Parties and must be kept confidential. Each Party acknowledges the
unique and proprietary nature of the Confidential Material of the other Parties. Each Party hereby agrees and
acknowledges that it makes no present claim, nor will it make any future claim whatsoever, to the other Parties'
Confidential Material. In addition, the Parties agree that no Party shall disclose the Confidential Material, or any
part thereof, to any person or entity without the prior written consent of the other Parties; and each Party shall
treat the Confidential Material as confidential and proprietary information of the other Parties and the Confidential
Material of the other as valuable business and property rights. Notwithstanding anything to the contrary herein,
the representations and obligations of the Parties contained within this paragraph 7 shall survive any termination or
expiration of this Agreement.

The obligations of this paragraph 7 shall not apply to any Confidential Material which (a) is or becomes available
to the public through no breach of this Agreement; (b) is independently developed by a Party without the use of
Confidential Material of the other Parties; (c) is approved for release by written authorization of the disclosing
Party, but only to the extent of and subject to such conditions as may be imposed in such written authorization;
(d) is required by law or regulation to be disclosed, but only to the extent and for the purposes of such required
disclosure; or (e) is disclosed in response to a valid order of a court or other governmental body of the United
States or any political subdivisions thereof, but only to the extent of and for the purposes of such order; provided,
however, that the Party receiving the Confidential Material shall first notify the disclosing Party hereto of the order
and permit the disclosing Party to seek an appropriate protective order.

8. Proprietary Rights Warranty and Indemnification.

a. Warranty - Each Party represents and warrants that it is the owner of the Intellectual Property Rights licensed
herein and/or that it has the authority to make the transfers and grant the licenses granted hereunder, and that
there is no claim, litigation or proceeding pending or threatened with respect to those rights or any component
thereof.

b. Indemnification - Each Party hereby agrees to, and shall, indemnify, defend and hold harmless the other Party
and its directors, officers, agents and employees from and against any and all suits, actions, damages, costs,
losses, expenses (including attorneys' fees) and other

                                                          6
liabilities arising from or in connection with a breach of the warranty set forth in Section 8 (a). Each Party shall
promptly notify the other Party of any such claim.

9. General Warranties. The Parties hereby warrant and represent that they have full legal rights and authority to
enter into this Agreement and to perform their obligations hereunder, and that by entering into this Agreement or
performing their obligations hereunder, they are not in default or breach of any contract or agreement with any
third party and they are not violating or infringing upon the rights of any third party. The Parties represent and
warrant that they are not prohibited nor in any manner otherwise restricted, by any law, regulation or
administrative or judicial order of the United States from entering into this Agreement or carrying out its
provisions or the transactions contemplated thereby.

10. DISCLAIMER. EXCEPT FOR THE EXPRESS WARRANTIES AND REPRESENTATIONS SET
FORTH IN THIS AGREEMENT, NEITHER PARTY MAKES ANY OTHER WARRANTIES, EXPRESS
OR IMPLIED. EACH PARTY EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES AND
REPRESENTATIONS, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WITHOUT
LIMITATION THE IMPLIED WARRANTIES OF MERCHANTIBILITY, FITNESS FOR A
PARTICULAR.

11. Choice of Law and Venue. This Agreement shall be governed, construed and enforced in accordance with
the laws of the state of Texas (without regard to its principles of choice of law), and applicable federal law.
Venue for any action concerning this Agreement shall be in Harris County, Texas.

12. Severability. Each and every clause of this Agreement is severable from the whole and shall survive unless the
entire Agreement is declared unenforceable.

13. Delivery of Notices and Payments. Unless otherwise directed in writing by the parties, all notices given
hereunder shall be sent via DHL or another equivalent express delivery service to the addresses set forth on the
first page of this Agreement. All notices, requests, consents and other communications under this Agreement shall
be in writing and shall be deemed to have been delivered on the day after the date sent via facsimile or two days
after the date sent via DHL or other equivalent express delivery service.

14. Entire Agreement. This Agreement constitutes the entire understanding between the Parties regarding the
subject matter hereof. No modification or change in this Agreement shall be valid or binding upon the Parties
unless in writing, executed by the parties to be bound thereby.

15. Assignability. No rights or interest arising under this Agreement may be transferred or assigned by any Party
without the prior written consent of the other Parties, provided that any Party may assign this Agreement in whole
or part without consent to any entity controlling, controlled by or under common control with such Party, or to
any entity that acquires such Party by purchase of stock or by merger or otherwise, or by obtaining substantially
all of the assets of such Party's applicable business unit.

16. Not a Partnership. This Agreement does not constitute and shall not be construed as constituting a
partnership or joint venture among the Parties hereto, or an employee-employer relationship. No Party shall have
any right to obligate or bind any other Party in any manner whatsoever, and nothing herein contained shall give, or
is intended to give, any rights of any kind to any third persons.

17. Counterparts. This Agreement may be executed in several counterparts, each of which will be deemed to be
an original, and each of which alone and all of which together, shall constitute one

                                                           7
and the same instrument, but in making proof of this Agreement it shall not be necessary to produce or account
for each copy of any counterpart other than the counterpart signed by the Party against whom this Agreement is
to be enforced. This Agreement may be transmitted by facsimile, and it is the intent of the parties for the facsimile
of any autograph printed by a receiving facsimile machine to be an original signature and for the facsimile and any
complete photocopy of the Agreement to be deemed an original counterpart.

18. Attorney's Fees. The prevailing Party in any legal proceedings to enforce this Agreement or to recover
damages because of an alleged breach thereof shall be entitled to recover its reasonable attorneys' fees and costs.

19. Captions. All captions in this Agreement are intended solely for the convenience of the Parties, and none shall
affect the meaning or construction of any provision.

20. Survival of Agreement. Upon termination or expiration of this Agreement for any reason, the following
provisions of this Agreement shall survive:
Sections 1, 3, 4, 5, 6, 7, 8, 9, 10, 11, 12, 13, 14, 15, 16, 17, 18, 19 and 20.

IN WITNESS WHEREOF, the parties have executed this Agreement on the date first set forth above.

DWANGO NORTH AMERICA, INC. ENORBUS TECHNOLOGIES

          By:   /s/ Robert E. Huntley                         By:     /s/ Nurbert Chang
                ---------------------------------                  ---------------------------------
                Robert E. Huntley, CEO                        Name:   NURBERT CHANG
                5847 San Felipe St., Suite 3220                     --------------------------------




Houston, TX 77057-3000 Title: CEO

                                                          8
                                                Exhibit 10.24

                               TECHNOLOGY LICENSE AGREEMENT

This Technology License Agreement ("Agreement") is entered into in Houston, Texas, U.S.A., effective as of the
14th day of August, 2002, ("Execution Date") by and between Dwango North America, Inc. ("DNA"), a Texas
corporation with a principal place of business at 222 Vanderpool Lane, Houston, Texas 77024, and DWANGO
Company, Ltd., ("DWANGO"), a Japanese corporation with a principal place of business at Suitengu Hokushin
Bldg., 1-39-5, Nihonbashi-Kakigara-cho, Chuo-ku, Tokyo, Japan 103-0014.

                                                 RECITALS

WHEREAS, DWANGO has developed and owns certain intellectual property ("Licensed Property"), as defined
below;

WHEREAS, DWANGO and DNA (collectively the "Parties" and each a "Party") have previously entered into a
license agreement dated January 31, 2002 ("Original License Agreement"), wherein DWANGO licensed certain
trademarks and technology to DNA, under the terms and conditions set out at length in the Original License
Agreement;

WHEREAS, DWANGO and DNA wish to amend and replace the Original License Agreement in its entirety
with this Agreement and a trademark license agreement being entered into simultaneously herewith;

WHEREAS DNA desires a license of the Licensed Property to use the Licensed Property in its current form
and/or in order to develop new applications of the Licensed Property for Wireless Technology ("DWANGO
Related Technology"), and not to use the Licensed Property or the DWANGO Related Technology outside the
Territory;

WHEREAS, DWANGO desires to license the Licensed Property to DNA; and

WHEREAS DWANGO and DNA desire to formally document their complete agreement regarding the license
of the Licensed Property to DNA;

NOW THEREFORE, for and in consideration of the mutual promises contained in this agreement and for other
good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the undersigned
parties hereby agree as follows:

1. DEFINITIONS: As used in this Agreement, the Parties agree the words

                                                      1
set forth below shall have the meanings thereby specified:

a. "Confidential Material" shall mean corporate information, including contractual licensing arrangements, plans,
strategies, tactics, policies, resolutions, patents, trademark and tradename applications, and any litigation or
negotiations; marketing information, including sales or product plans, strategies, tactics, methods, customers,
prospects, or market research data; financial information, including cost and performance data, debt arrangement,
equity structure, investors, and holdings; operational and scientific information, and documentation for all such
software, drawings and designs; and personnel information, including personnel lists, resumes, personnel data,
and performance evaluation, as known and disclosed by either party to the other, to the full extent to which such
information may legally be regarded as Confidential Material under the laws of the United States or Japan,
including but not limited to the Trade Secret law of Japan. Confidential Material specifically includes all orally
disclosed confidential information, if such information is identified as proprietary, confidential, or private upon
disclosure.

b. "Gross Revenue" shall mean all revenue, fees, proceeds and/or income of whatever type or character, and
from whatever source, that DNA may collect or receive from or as a result of Wireless Technology and/or any
technology that is designed for use or may be used over any wireless network and/or that supports or may be
used to support any wireless application, including, without limitation, all client applications, all server
applications, all transmission applications, all ringtone applications, all browser applications, all software
development applications and all source and object code related thereto.

c. "DNA Developed Technology" shall mean all software written and/or technology developed by or for DNA,
which does not contain any portion of the Licensed Property.

d. "DWANGO Related Technology" shall mean all software and/or technology, which contains some portion of
the Licensed Property, or has been co-developed by DWANGO and DNA.

                                                        2
e. "Licensed Property" shall mean all intellectual property rights, excluding the trademark DWANGO(R) and all
other product names and related trademarks owned and registered, now or in the future, by DWANGO for
Wireless Technology (for purposes of this definition only, the term DWANGO to include DWANGO Company,
Ltd., and any subsidiary, division or other entity owned and/or controlled by DWANGO Company, Ltd.),
including any DWANGO modifications, additions, enhancements and upgrades thereto. Title to and all ownership
rights of, in and to the Licensed Property, and the copyrights, trademarks, patents and other intellectual property
rights related thereto, are and will remain the property of DWANGO, which shall have the exclusive right to
protect the same by copyright, trademark, patent or otherwise.

f. "Reasonable Access" shall mean access to the source code and object code (collectively the "Code") for the
Licensed Property, as DNA may reasonably request, such as to allow DNA to make reasonable and effective
use of the Licensed Property. Reasonable Access to the Code for the Licensed Property shall include perpetual
online access via virtual private network, the designation by DWANGO of a qualified DWANGO employee to
respond to DNA inquiries concerning the Code and the Licensed Property, and such other access and
information as is necessary to allow DNA to make reasonable and effective use of the Licensed Property.

g. "Territory" shall mean the USA, Canada and Mexico.

h. "Wireless Technology" shall mean all technology owned by DWANGO now or in the future that is designed
for use or may be used over any wireless network and/or that supports or may be used to support any wireless
application, including, without limitation, all client applications, all server applications, all transmission applications,
all ringtone applications, all browser applications, all software development applications and all source and object
code related thereto, and also including any technology which DWANGO uses under license to the extent
contained in any of the foregoing, but only to the extent that DWANGO'S license entitles DWANGO to
sublicense this technology to DNA.

                                                             3
2.1. THE DNA LICENSES: DWANGO hereby grants and DNA hereby accepts, subject to the terms,
provisions and conditions hereof, an exclusive, non-transferable license, within the Territory, to (a) reproduce,
distribute, publicly perform, publicly display, create derivative works from, and (b) market, sell, make and have
made products and services under patent and trademark using the Licensed Property for a term of eight (8) years
commencing on the Execution Date ("DNA License"). The DNA License shall include all Code to the extent that
it is used in the creation of or incorporated into any Dwango Related Technology, subject to the confidentiality
provisions of the Agreement. DNA may sublicense the Licensed Property to the extent that such sublicense is
appropriate for DNA's commercial exploitation of the Licensed Property. However, DNA may not otherwise
transfer the Licensed Property for commercial exploitation of the Licensed Property by a third party, independent
of any other involvement by DNA in the transaction.

The parties acknowledge that DWANGO intends to enter into transactions whereby DWANGO shall develop
for and/or provide to non-affiliated third parties (for purposes of this provision, non-affiliated third parties are
entities owning less than a 20% interest in DWANGO and/or DWANGO owning less than a 20% interest in
such entity) (hereinafter such non-affiliated third parties "Global Distributors") certain Wireless Technology which
such Global Distributors intend to utilize for distribution of content on a global basis ("Wireless Technology
Content Distribution"). DWANGO shall provide to DNA timely written notice prior to the start of distribution of
the content within the Territory. Recognizing that DNA has an exclusive license to the Licensed Property in the
Territory, the parties hereto agree as follows (hereinafter called the "North American Rule"):

1. With regard to Wireless Technology Content Distributions by Global Distributors that result in the sharing of
revenues arising from publication of such content in the Territory (but not revenues arising from development of
such content), DWANGO and DNA shall agree as to a fair and reasonable distribution of all such revenues
arising therefrom.

2. With regard to Wireless Technology Content Distributions by Global Distributors that result in the provision of
server support services and/or other services in the Territory in connection therewith, DWANGO will coordinate
with DNA as to the provision of such services and the fair and reasonable distribution of revenues arising
therefrom.

DNA hereby acknowledges that DWANGO has previously entered to agreements that in some parts relate to
Wireless Technology Content Distribution with the following entities:

                                                         4
Sega and Konami ("Current DWANGO Licensees"). DNA acknowledges that these license agreements permit
the Current DWANGO Licensees to use certain DWANGO intellectual property within the Territory. In the
event that the DWANGO license agreements with the Current DWANGO Licensees permit application of the
North America Rule to the Current DWANGO Licensees, then DWANGO shall consult with DNA concerning
the Current DWANGO Licensees as provided by the North American Rule. DWANGO hereby represents and
warrants that the Current DWANGO Licensees listed herein represent a complete list of all individuals and/or
entities having any right to use DWANGO intellectual property within the Territory.

2.2. INTELLECTUAL PROPERTY RIGHTS: DNA acknowledges that any and all intellectual property rights
included in the Licensed Property are and shall remain in the sole and exclusive ownership of DWANGO. DNA
also acknowledges that DNA and its customers gain no rights in or to the Licensed Property except as expressly
granted under this Agreement or other written agreements between DWANGO and DNA.

2.3. RESERVATION OF RIGHTS: DWANGO hereby reserves any and all rights, titles and interests in the
Licensed Property not expressly and explicitly granted in this Agreement, including DWANGO's right to
authorize or license the Licensed Property, and all copyrights in the Licensed Property.

2.4. CUSTOM ENHANCEMENT: Any service on custom enhancements, modifications and so forth requested
by DNA shall be charged to DNA. DNA acknowledges that DWANGO has no obligations under this
Agreement to enhance, modify, customize and/or localize the Licensed Property.

3. RESTRICTIONS ON DNA TRANSACTIONS: DNA hereby acknowledges that some uses of the DNA
Licenses may adversely affect DWANGO's important business relationships. Therefore, notwithstanding anything
to the contrary above, DNA grants DWANGO the right to designate in writing certain third parties ("Designated
Parties") and certain transactions ("Designated Transactions"), which DWANGO believes would materially
adversely affect one of its important business relationships. DWANGO shall provide DNA its list of Designated
Parties and Designated Transactions on the Execution Date, and may revise this list at any time before August 14,
2003. After August 14, 2003, Designated Parties and Designated Transactions may only be added upon
agreement of DWANGO and DNA.

DNA hereby agrees not to license, sublicense or in any way convey any right or

                                                       5
interest in the Licensed Product and/or any DWANGO Related Technology to any Designated Party and not to
engage in any Designated Transactions. In addition, DNA agrees not to enter into any agreement with any third
party that DNA believes will materially adversely affect DWANGO's important business relationships.

DWANGO shall have the discretion to list third parties as Designated Parties and list particular transactions as
Designated Transactions, as DWANGO may deem appropriate. However, DWANGO hereby agrees that it
shall not list a third party as a Designated Party or list a particular transaction as a Designated Transaction unless
DWANGO has a good faith belief that the prohibited transaction would materially adversely affect one of
DWANGO's important business relationships. DWANGO may not designate any major wireless carrier
operating in the Territory as a Designated Party, and may not designate any DNA transaction with a major
wireless carrier operating in North America as a Designated Transaction. In addition, DWANGO agrees that it
shall not designate a party as a Designated Party after DNA has entered into a transaction with such party, and
that it shall not designate a transaction as a Designated Transaction after DNA has entered into such a
transaction.

4. QUALITY CONTROL:

4.1. Quality Standards: DNA agrees to maintain a consistent level of quality of the DWANGO Related
Technology, substantially equal to that found in DNA's products and Web site services. DNA further agrees to
maintain a level of quality of the DNA Developed Technology that is consistent with general industry standards.

4.2. Monitoring by DWANGO: DNA acknowledges that DWANGO does have the right to periodically
monitor, no more than quarterly, the quality of the DNA's use of the Licensed Property. DNA shall submit
representative samples of its current use of the Licensed Property, and submit samples of any significant revisions
to that use. If Dwango believes DNA has not met that standard, Dwango may contact DNA and request
reasonable modifications/improvements. DNA will agree to make a good faith effort to comply with the
requested modification/improvements. However, DNA will not suspend product promotion and distribution of its
product pending approval of that product from Dwango.

5.1 OWNERSHIP OF DNA DEVELOPED TECHNOLOGY: Title to and all ownership rights of, in and to the
DNA Developed Technology, and the copyrights, trademarks, patents and other intellectual property rights
related thereto, will be the property of DNA, which shall have the exclusive right to protect the same by
copyright, trademark,

                                                           6
patent or otherwise. Nothing contained in this Agreement shall limit DNA's rights with respect to the use of DNA
Developed Technology.

5.2 OWNERSHIP OF INTELLECTUAL PROPERTY: DWANGO shall own all Licensed Property. DNA
shall own all DNA Developed Technology. The Parties shall jointly own all Intellectual Property that is co-
developed by the Parties and all intellectual property developed by DNA, which contains some Licensed
Property. DNA agrees to inform DWANGO of any development or improvement made in connection with the
DNA Developed Technology, and disclose at DWANGO's request, details of such development or
improvements. DWANGO shall have a right to be a licensee of the DNA Developed Technology, subject to
mutually agreed terms and conditions for such license.

6.1. CONSIDERATION FOR LICENSE: For the rights granted to DNA herein, DNA shall pay DWANGO
an annual running royalty of (*) of DNA's Gross Revenue ("DWANGO Royalty"), which in any case shall not be
less than (*) ("a Minimum Annual Royalty"). If DWANGO in good faith contests any tax that is so payable or
reimbursable by DWANGO, DNA shall cooperate in good faith in the contest at DWANGO's expense. In the
event that the United States government withholds any sums from the royalties otherwise payable to DWANGO,
DNA shall pass on to DWANGO any tax refund and interest related thereto, received by DNA with respect to
DNA's previous payment or reimbursement of applicable taxes and interest related thereto hereunder, if any.

6.2. PAYMENT: DNA shall determine the DWANGO Royalty on a quarterly basis, and the DWANGO
Royalty shall be due and payable to DWANGO within ninety (90) days after the end of each quarterly period
ending March 31, June 30, September 30 and December 31. The Annual Minimum Royalty set forth above shall
apply to each applicable contract year, which shall run from October 1 to September 30. Parties hereto
acknowledge that the first contract year shall run from August 1, 2002 to September 30, 2002. The Annual
Minimum Royalty shall be paid on or before December 31 during the term of this Agreement for each contract
year. The first Minimum Annual Royalty payment shall be for the contract year ended September 30, 2003, and
shall be due on December 31, 2003. DWANGO shall release DNA from payment of the Annual Minimum
Royalty for the first contract year (August 1, 2002 to September 30, 2002). DNA acknowledges that DNA shall
pay DWANGO an annual running royalty for the first contract year equal to two percent (2%) of the Gross
Revenue.

* Certain information on this page has been omitted and filed separately with the Securities and Exchange
Commission. Confidential treatment has been requested with respect to the omitted portions.

                                                       7
6.3. RECORDS AND REPORTS: DNA shall keep, or cause to be kept, complete and accurate records and
books in English language sufficiently separate and detailed to show the amount of the Licensed Property and/or
DWANGO Related Technology manufactured and sold, used and the running royalty due and payable to
DWANGO. During the term of this Agreement within thirty (30) calendar days after the end of each quarterly
period, DNA shall submit to DWANGO the report, in English showing the Gross Revenue, the amount of
royalties to be payable, and other data for calculation thereof with respect to the Licensed Property manufactured
and sold, used or leased during each such accounting period.

6.4. Financial Examination: DNA shall, at the request and at the expense of the DWANGO and upon reasonable
notice, permit its personnel and/or an independent accountant designated by DWANGO and reasonably
acceptable to DNA to have access to, examine and copy during ordinary business hours such records as may be
necessary to verify or determine any royalties, paid or payable, under this Agreement. Financial examinations
provided for in this section shall take place no more than one time in any calendar quarter. In the event any
examination of DNA's records proves the lesser of twenty thousand United States Dollars (US$20,000.00) or
ten percent (10%) underpayment of DWANGO Royalty, DNA shall promptly reimburse DWANGO for all
reasonable expenses associated with such financial examination along with the deficient amounts, together with
interest thereon at the rate of 10% per year from the original due date. In the event that any examination of
DNA's records proves an overpayment of DWANGO Royalty, DWANGO shall promptly reimburse DNA for
the over payment.

7. ROAMING WAIVER: DWANGO may derive revenue from the use of wireless communication services
provided by companies outside the Territory, in connection with an international roaming service without regard
to the geographic location of such use. DNA may derive revenue from the use of wireless communication
services provided by companies within the Territory, in connection with an international roaming service without
regard to the geographic location of such use.

8. ACCESS TO SOURCE CODE: DNA hereby acknowledges that the Code for the Licensed Property is and
shall remain the property of DWANGO. However, in order to effectuate the purposes of the Agreement,
DWANGO shall provide DNA Reasonable Access to the Code and the Licensed Property.

9. WARRANTIES, LIMITATION OF LIABILITY: EXCEPT AS EXPRESSLY PROVIDED HEREIN, NO
WARRANTIES ARE MADE BY DNA OR

                                                        8
DWANGO, AND BOTH DNA AND DWANGO HEREBY EXPRESSLY DISCLAIM ALL OTHER
WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF
MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. DWANGO DOES NOT
WARRANT AND SPECIFICALLY DISCLAIMS ANY REPRESENTATIONS THAT THE LICENSED
PRODUCTS WILL MEET DNA'S REQUIREMENTS OR THE REQUIREMENTS OF ANY THIRD
PARTIES. THE PARTIES AGREE THAT EACH PATRY'S LIABILITY, IF ANY, FOR DAMAGES,
INCLUDING BUT NOT LIMITED TO LIABILITY ARISING OUT OF CONTRACT, NEGLIGENCE,
STRICT LIABILITY, TORT, WARRANTY, PATENT OR COPYRIGHT INFRINGEMENT, OR
MISAPPROPRIATION OF INTELLECTUAL PROPERTY SHALL NOT EXCEED THE LICENSE FEES
PAID BY DNA OR U.S.$ 1,000,000.00 WHICHEVER IS LESS. NEITHER PARTY SHALL NOT BE
LIABLE TO THE OTHER PARTY FOR ANY LOST PROFIT OR FOR INDIRECT, SPECIAL,
INCIDENTAL OR CONSEQUENTIAL DAMAGES, OR FOR ANY CLAIM AGAINST THE OTHER
PARTY, EXCEPT FOR PATENT OR COPYRIGHT INFRINGEMENT AS EXPRESSLY SET FORTH IN
THIS AGREEMENT AND EXCEPT FOR ANY INTENTIONAL ACTS BY SAID PARTY.

DWANGO hereby represents and warrants that it has full legal rights and authority to enter into this Agreement
and to perform its obligations hereunder, and that by entering into this Agreement or performing its obligations
hereunder, it is not in default or breach of any contract or agreement with any third party and it is not violating or
infringing upon the rights of any third party. DWANGO represents and warrants that it is not prohibited nor in
any manner otherwise restricted, by any law, regulation or administrative or judicial order of Japan, or other
country to whose laws DWANGO is subject, from entering into this Agreement or carrying out its provisions or
the transactions contemplated thereby.

DNA hereby represents and warrants that it has full legal rights and authority to enter into this Agreement and to
perform its obligations hereunder, and that by entering into this Agreement or performing its obligations
hereunder, it is not in default or breach of any contract or agreement with any third party and it is not violating or
infringing upon the rights of any third party. DNA represents and warrants that it is not prohibited nor in any
manner otherwise restricted, by any law, regulation or administrative or judicial order of the United States, or
other country to whose laws DNA is subject, from entering into this Agreement or carrying out its provisions or
the transactions contemplated thereby.

DWANGO hereby represents and warrants that (i) it owns all right, title and interest in or has valid licenses to the
Licensed Property, which licenses include the right to grant the

                                                           9
DNA Licenses; (ii) there is no legal obstacle to granting the DNA Licenses;
(iii) DNA shall not be required to make an royalty or union or guild payments to any third party in order to exploit
fully all rights granted to it under the DNA Licenses; (iv) the Licensed Property does not infringe any rights under
copyright, trademark, patent, trade secret or any other proprietary right, or violate any right of privacy or
publicity, of any third party ("Intellectual Property Rights"), (v) DWANGO has not received notice of any claim
that the Licensed Property infringes any Intellectual Property Rights, (vi) to DWANGO's knowledge, no third
party is infringing the Licensed Property; (vii) to DWANGO's knowledge, no computer programs included in the
Licensed Property contain any material bugs, viruses, Trojan horses, worms or other forms of corrupt code.

10. CONFIDENTIALITY AGREEMENT: Each party acknowledges that all Confidential Material of the other
party constitutes trade secrets of the other party and should be kept confidential. Each party acknowledges the
unique and proprietary nature of the Confidential Material of the other. Each party hereby agrees and
acknowledges that it makes no present claim, nor will it make any future claim whatsoever, to the other party's
Confidential Material. In addition, the parties agree that neither party shall disclose the Confidential Material, or
any part thereof, to any person or entity without the prior written consent of the other; and each party shall treat
the Confidential Material as confidential and proprietary information of the other and the Confidential Material of
the other as valuable business and property rights. Notwithstanding anything to the contrary herein, the
representations and obligations of the parties contained within this paragraph 10 shall survive any termination or
expiration of this Agreement. The parties specifically acknowledge that any oral disclosures of Confidential
Material, when identified as proprietary, confidential, or private at the time of disclosure, fall within the
protections otherwise provided to Confidential Material. It shall not be a breach of this provision for either party
to disclose Confidential Material pursuant to an order or ruling from a judicial court, administrative tribunal or
other body of authority with competent jurisdiction. In the event that one party receives an order or ruling to from
a judicial, administrative or other authority with competent jurisdiction, to disclose Confidential Material
("Compelled Party"), the other party ("Objecting Party") shall have the right to review and object to any such
disclosure and Compelled Party shall not disclose any Confidential Material until such time as Objecting Party has
completed its review of the order or ruling and any resulting objection by Objecting Party is resolved.

The obligations of this Paragraph 10 shall not apply to any Confidential Material which (a) is or becomes
available to the public through no breach of this Agreement; (b) is independently developed by a party without
the use of Confidential Material of the other

                                                         10
party; (c) is approved for release by written authorization of the disclosing party, but only to the extent of and
subject to such conditions as may be imposed in such written authorization; (d) is required by law or regulation to
be disclosed, but only to the extent and for the purposes of such required disclosure; or (e) is disclosed in
response to a valid order of a court or other governmental body of the United States or any political subdivisions
thereof, but only to the extent of and for the purposes of such order; provided, however, that the party receiving
the Confidential Material shall first notify the other party hereto of the order and permit the disclosing party to
seek an appropriate protective order.

11. INDEMNIFICATION: Subject to the liability limitations provided in
Section 9 above, DNA hereby agrees to indemnify and hold harmless DWANGO and its predecessors,
successors and assigns, and their officers, directors, shareholders, employees, agents, accountants, attorneys and
independent contractors, from any and all causes of action, liabilities, demands, fines, claims, costs and expenses
(including the fees and expenses of legal counsel and any expert witnesses) arising out of, relating to, or in
connection with DNA's performance of its obligations hereunder, including all warranties provided herein, or
DNA's breach thereof. DWANGO shall have the right, subject to prior written approval from DNA, to defend
or settle any such action or proceeding with counsel of its choice. DNA agrees to cooperate to the fullest
possible extent with DWANGO in any such defense effort.

Subject to the liability limitations provided in Section 9 above, DWANGO hereby agrees to indemnify and hold
harmless DNA and its predecessors, successors and assigns, and their officers, directors, shareholders,
employees, agents, accountants, attorneys and independent contractors, from any and all causes of action,
liabilities, demands, fines, claims, costs and expenses
(including the fees and expenses of legal counsel and any expert witnesses)
arising out of, relating to, or in connection with DWANGO's performance of its obligations hereunder, including
all warranties provided herein, or DWANGO's breach thereof. DNA shall have the right, subject to prior written
approval from DWANGO, to defend or settle any such action or proceeding with counsel of its choice.
DWANGO agrees to cooperate to the fullest possible extent with DNA in any such defense effort.

12.1. TERM AND TERMINATION: This Agreement shall take effect the Effective Date, and shall remain in full
force for a Period of eight (8) years from the date, unless sooner terminated in accordance with the terms of this
Agreement. The parties hereto are entitled to offer in writing, ninety (90) days immediately prior to expiration, to
negotiate in good faith to extend the term of this Agreement. Upon mutual agreement of the parties hereto, this
Agreement may be renewed or extended for successive terms, pursuant to mutual agreed terms and conditions.

                                                        11
Either party may, without prejudice to any other rights or remedies, terminate this Agreement by giving a written
notice to the other such written notice shall take immediate effect, if any of the following events should occur:

(a) if either party fails to make any payment to the other when due under this Agreement and such failure
continues for more than thirty (30) calendar days after receipt of a written notice specifying the default;

(b) If DNA makes what would generally be regarded by standards applicable in the United States any obscene
or pornographic use of the Licensed Property; or any use of the Licensed Property disparaging of DWANGO or
its products or services; or any use that is unlawful in the Territory or encourage activities which are unlawful in
the Territory; and DNA fails to cure or cease such use within thirty (30) days after notice from DWANGO;

(c) if either party: (i) makes an assignment for the benefit of creditors of any interest subject to this Agreement; (ii)
files a petition or application under any foreign, state, or United States Bankruptcy act, receivership statute or
similar act or statute, as they now exist or are hereafter amended; or (iii) is the subject of such an above
referenced petition or application filed by a third party, and such petition or application is not resolved favorably
for such party within one hundred eighty (180) days thereafter;

(d) Failure by DNA to launch its service within 2 years after the Execution Date and/or if DNA discontinues
operation of the service thereafter for a continuous period of more than 6 consecutive months and the service is
not restarted within 60 days after written notice of such from Dwango.

12.2. EFFECT OF TERMINATION: Upon termination of the Agreement, DNA agrees it shall immediately
cease any and all use of the Licensed Property. Notwithstanding anything to the contrary above, for a period of 6
months after the termination of the Agreement, DNA may continue to sell DWANGO Related Technology
produced prior to the termination of the Agreement.

13. INTENT TO COMPLY WITH LAWS: DWANGO and DNA each hereby acknowledge their intent to
comply with all applicable laws of the United States and Japan. Neither party will take or refrain from taking any
action, and neither party will request or require the other party to take or refrain from taking any action that will
cause either party to be in violation of any applicable law, regulation or custom which has the force of law, of any

                                                           12
jurisdiction in Japan or the United States including, without limitation, the United States Foreign Corrupt Practices
Act of 1977, as amended, or the export control or anti-boycott laws and regulations of the United States. The
parties hereby specifically acknowledge their familiarity with and understanding of such laws.

14. OFFICIAL LANGUAGE: The English language text of this Agreement shall be, for all purposes, the official
text of this Agreement between the parties hereto.

15. CHOICE OF LAW AND VENUE: This Agreement shall be governed, construed and enforced in
accordance with the laws of Japan. Any claim or lawsuit arising out of this Agreement must be brought in the
District Court of Tokyo.

16. SEVERABILITY: Each and every clause of this Agreement is severable from the whole and shall survive
unless the entire Agreement is declared unenforceable.

17. ENTIRE AGREEMENT: This Agreement constitutes the entire understanding between DWANGO and
DNA regarding the subject matter hereof. No modification or change in this Agreement shall be valid or binding
upon the parties unless in writing, executed by the parties to be bound thereby.

18. DELIVERY OF NOTICES AND PAYMENTS: Unless otherwise directed in writing by the parties, all
notices given hereunder shall be sent.via e-mail with receipt confirmed (notice to DNA at notice@dwango.com,
notice to DWANGO at iori@dwango.co.jp, or at such other address as may be designated by each party) or
DHL or another equivalent express delivery service to the addresses set forth on the first page of this Agreement.
All notices, requests, consents and other communications under this Agreement shall be in writing and shall be
deemed to have been delivered on the day after the date sent via facsimile or two days after the date sent via
DHL or other equivalent express delivery service.

19. ASSIGNABILITY: This Agreement is personal to DWANGO and DNA, and, except as authorized herein,
neither party shall sublicense, transfer, convey, assign or franchise any of the rights granted herein without the
express written permission of the other party hereto.

20. NOT A PARTNERSHIP: This Agreement does not constitute and shall not be construed as constituting a
partnership or joint venture between the parties hereto, or an employee-employer relationship. Neither party shall
have any right to obligate or bind the

                                                         13
other party in any manner whatsoever, and nothing herein contained shall give, or is intended to give, any rights of
any kind to any third persons.

21. COUNTERPARTS: This Agreement may be executed in several counterparts, each of which will be deemed
to be an original, and each of which alone and all of which together, shall constitute one and the same instrument,
but in making proof of this Agreement it shall not be necessary to produce or account for each copy of any
counterpart other than the counterpart signed by the party against whom this Agreement is to be enforced. This
Agreement may be transmitted by facsimile, and it is the intent of the parties for the facsimile of any autograph
printed by a receiving facsimile machine to be an original signature and for the facsimile and any complete
photocopy of the Agreement to be deemed an original counterpart.

22. ATTORNEY'S FEES: The prevailing party in any legal proceedings to enforce this Agreement or to recover
damages because of an alleged breach thereof, shall be entitled to recover its reasonable attorneys' fees and
costs.

23. CAPTIONS: All captions in this Agreement are intended solely for the convenience of the parties, and none
shall affect the meaning or construction of any provision.

24. SURVIVAL OF AGREEMENT: Upon termination or expiration of this Agreement for, any reason, the
following provisions of this Agreement shall survive: Sections 9, 10, 11, 12.2, 13, 14, 15,16,17, 18, 19, 20, 21,
22, 23 and 24.

The undersigned hereby agree to the terms and conditions of this Agreement effective on the Execution Date first
set forth above.

          DWANGO NORTH AMERICA, INC.                         DWANGO COMPANY, LTD.


          BY: /s/ Robert E. Huntley                          BY: /s/ Hiroshi Kobayashi
             -----------------------------------                -----------------------------------
               Robert E. Huntley, President and                   Hiroshi Kobayashi, President
               Chief Executive Officer




                                                        14
                                                Exhibit 10.25

                               TRADEMARKS LICENSE AGREEMENT

This Trademarks License Agreement ("Agreement") is entered into in Houston, Texas, U.S.A., effective as of the
14th day of August, 2002 ("the Effective Date"), by and between DWANGO Company, Ltd., ("DWANGO"), a
Japanese Corporation with a principal place of business at Suitengu Hokushin Bldg., 1-39-5, Nihonbashi-
Kakigara-cho, Chuo-ku, Tokyo, Japan 103-0014 and Dwango North America, Inc("DNA"), a Texas
corporation with a principal place of business at 222 Vanderpool Lane, Houston, Texas.

                                                 RECITALS

WHEREAS, DWANGO owns and uses certain trademarks as defined below (the "Trademarks");

WHEREAS, DWANGO has developed and owns certain intellectual property, as defined below ("Licensed
Property");

WHEREAS, DWANGO and DNA (collectively the "Parties" and each a "Party") have previously entered into a
license agreement dated January 31, 2002 ("Original License Agreement"), wherein DWANGO licensed certain
trademarks and technology to DNA, under the terms and conditions set out at length in the Original License
Agreement;

WHEREAS, DWANGO and DNA wish to amend and replace the Original License Agreement in its entirety
with this Agreement and a technology agreement being entered into simultaneously herewith;

WHEREAS DNA desires a license of the Licensed Property to use the Licensed Property for applications
developed or to be developed by or for Dwango and/or in order to develop new applications of the Licensed
Property for Wireless Technology, for use within the United States of America, Canada and Mexico (collectively,
the "Territory");

WHEREAS, DNA desires to use the Trademarks in connection with the promotion, marketing and delivery of
the Licensed Property, the DWANGO

                                                      1
Related Technology and DNA Developed Technology within the Territory; and

WHEREAS, DWANGO is willing to permit such use of the Trademarks under the terms and conditions set forth
in this Agreement;

NOW THEREFORE, the parties agree as follows:

1. Grant of License.

1.1. Licensed Property. "Licensed Property" shall mean all intellectual property rights to all Wireless Technology
owned or held, now or in the future, by DWANGO (for purposes of this definition only, the term DWANGO to
include DWANGO Company, Ltd., and any subsidiary, division or other entity owned and/or controlled by
DWANGO Company, Ltd.), including any DWANGO modifications, additions, enhancements and upgrades
thereto. Title to and all ownership rights of, in and to the Licensed Property, and the copyrights, trademarks,
patents and other intellectual property rights related thereto, are and will remain the property of DWANGO,
which shall have the exclusive right to protect the same by copyright, trademark, patent or otherwise.

1.2.1 Trademarks. "Trademarks" shall mean DWANGO(R), and all other product names and related trademarks
owned and registered by DWANGO (for purposes of this definition only, the term DWANGO to include
DWANGO Company, Ltd., and any subsidiary, division or other entity owned and/or controlled by DWANGO
Company, Ltd.). In the event that DWANGO chooses not to register any trade name or product name used by
DWANGO, DNA may register such unregistered trade name or product name used by DWANGO. In such
case, DNA shall transfer, for no additional consideration, all of these registered trademarks to DWANGO upon
termination of this Agreement. Title to and all ownership rights of, in and to the Trademarks, are and will remain
the property of DWANGO, which shall have the exclusive right to protect the same.

1.2.2 DNA Developed Technology. "DNA Developed Technology" shall mean all software written and/or
technology developed by or for DNA, which does not contain any portion of the Licensed Property.

                                                        2
1.2.3 DWANGO Related Technology. "DWANGO Related Technology" shall mean all software and/or
technology, which contains some portion of the Licensed Property, or has been co-developed by DWANGO
and DNA.

1.2.4 Wireless Technology. "Wireless Technology" shall mean all technology owned by DWANGO now or in
the future that is designed for use or may be used over any wireless network and/or that supports or may be used
to support any wireless application, including, without limitation, all client applications, all server applications, all
transmission applications, all ringtone applications, all browser applications, all software development applications
and all source and object code related thereto, and also including any technology which DWANGO uses under
license to the extent contained in any of the foregoing, but only to the extent that this technology which has been
licensed to DWANGO may be sublicensed to DNA.

1.3. Grant of License. DWANGO hereby grants to DNA an exclusive, nontransferable license to use the
Trademarks in connection with the name of DNA and DNA's products and services, including the marketing,
sale, manufacture, distribution, promotion and packaging of such products and services in the Territory. DNA
may only use the Trademarks as a collective whole and shall not separately use any element or elements of the
Trademarks.

1.4. Reservation of Rights. DWANGO hereby reserves any and all rights not expressly and explicitly granted in
this Agreement.

1.5.1 Relationship of the Parties. DWANGO and DNA are independent contractors with respect to each other,
and nothing contained in this Agreement shall be deemed to create, and the Parties shall not intend to create, any
relationship of partners or joint ventures with respect to this Agreement. None of the Parties to this Agreement
shall be, or shall hold themselves out to be, the agent of the other party under this Agreement. Neither Party may
assume or create any obligation of any kind, either express or implied, or make any claims or representations, on
behalf of the other Party. All financial liabilities associated with each Party's business are the sole responsibility of
that Party. All

                                                            3
sales and other agreements between the Party and its customers are under exclusive responsibility of that Party
and will have no effect on the Party's obligations under this Agreement.

1.5.2 Use of the Trademarks. DNA shall clearly indicate on DNA's homepage that Dwango and DNA are
separate entities. In addition, in instances where DNA may deem such notice appropriate, advertising and
promotional materials for DNA shall also indicate that Dwango and DNA are separate entities.

2.1 Gross Revenue. "Gross Revenue" shall mean all revenue, fees, proceeds and/or income of whatever type or
character, and from whatever source, that DNA may collect or receive from or as a result of Wireless
Technology and/or any technology that is designed for use or may be used over any wireless network and/or that
supports or may be used to support any wireless application, including, without limitation, all client applications,
all server applications, all transmission applications, all ringtone applications, all browser applications, all software
development applications and all source and object code related thereto.

2.2 License Fee. For the rights granted to DNA herein, DNA shall pay DWANGO an annual running royalty of
(*) of DNA's Gross Revenue ("DWANGO Royalty"), which in any case shall not be less than (*) ("a Minimum
Annual Royalty"). If DWANGO in good faith contests any tax that is so payable or reimbursable by DWANGO,
DNA shall cooperate in good faith in the contest at DWANGO's expense. In the event that the United States
government withholds any sums from the royalties otherwise payable to DWANGO, DNA shall pass on to
DWANGO any tax refund and interest related thereto, received by DNA with respect to DNA's previous
payment or reimbursement of applicable taxes and interest related thereto hereunder, if any.

2.3 Payment. DNA shall determine the DWANGO Royalty on a quarterly basis, and the DWANGO Royalty
shall be due and payable to DWANGO within ninety (90) days after the end of each quarterly period ending
March 31, June 30, September 30 and December 31. The Annual Minimum Royalty set forth above shall apply
to each applicable contract year, which shall run from October 1 to September 30. Parties hereto acknowledges
that the first contract year shall run from August 1, 2002 to September 30, 2002. The

* Certain information on this page has been omitted and filed separately with the Securities and Exchange
Commission. Confidential treatment has been requested with respect to the omitted portions.

                                                            4
Annual Minimum Royalty shall be paid on or before December 31 during the term of this Agreement for each
contract year. The first Minimum Annual Royalty payment shall be for the contract year ended September 30,
2003, and shall be due on December 31, 2003. DWANGO shall release DNA from payment of the Annual
Minimum Royalty for the first contract year (August 1, 2002 to September 30, 2002). DNA acknowledges that
DNA shall pay DWANGO an annual running royalty for the first contract year equal to one-half of one percent
(1/2 of 1%) of the Gross Revenue.

2.4 Records and Reports. DNA shall keep, or cause to be kept, complete and accurate records and books in
English language sufficiently separate and detailed to show the amount of DWANGO Royalty due and payable to
DWANGO. During the term of this Agreement within thirty (30) calendar days after the end of each quarterly
period, DNA shall submit to DWANGO the report, in English showing the Gross Revenue, the amount of
royalties to be payable, and other data for calculation thereof.

2.5 Financial Examination. DNA shall, at the request and at the expense of the DWANGO and upon reasonable
notice, permit its personnel and/or an independent accountant designated by DWANGO and reasonably
acceptable to DNA to have access to, examine and copy during ordinary business hours such records as may be
necessary to verify or determine any royalties, paid or payable, under this Agreement. Financial examinations
provided for in this section shall take place no more than one time in any calendar quarter. In the event any
examination of DNA's records proves the lesser of twenty thousand United States Dollars US$20,000.00 or ten
(10)% underpayment of DWANGO Royalty, DNA shall promptly reimburse DWANGO for all reasonable
expenses associated with such financial examination along with the deficient amounts, together with interest
thereon at the rate of 10% per year from the original due date. In the event that any examination of DNA's
records proves an overpayment of DWANGO Royalty, DWANGO shall promptly reimburse DNA for the over
payment.

3.1 Ownership of Trademarks. DNA hereby acknowledges that DWANGO is the owner of the Trademarks,
and any trademarks applications and/or registrations thereto, agrees that it will do nothing inconsistent with
DWANGO's intellectual property rights in the Trademarks and agrees that

                                                        5
all good will from the use of the Trademarks by DNA shall inure to the benefit of DWANGO. DNA agrees that
nothing in this Agreement shall give DNA any right, title or interest in the Trademarks other than the right to use
the Trademarks in accordance with this Agreement. Except as permitted by this Agreement, DNA agrees not to
register or attempt to register the Trademarks as a trademark, service mark, trade name, with any domestic or
foreign governmental or quasi-governmental authority and agrees it will not violate any of DWANGO's
intellectual property rights in the Trademarks. The provisions of this paragraph shall survive the expiration or
termination of this Agreement.

3.2 Ownership of Domain Name. DNA hereby agrees to transfer all right, title and interest in the domain name
"www.dwango.com" to DWANGO upon termination of this Agreement.

4. Use of the Trademarks; Protection of the Trademarks.

4.1. Proper Use. DNA agrees that all use of the Trademarks under this Agreement shall only occur in connection
with the DNA corporate name, the Licensed Property, the Dwango Related Technology, and/or the DNA
Developed Technology, and shall be in compliance with the terms of this Agreement. Except as provided in this
Agreement, DNA shall have no right to sublicense, transfer or assign the use of the Trademarks or to use the
Trademarks for any other purpose. DNA further agrees not to use the Trademarks on or in connection with any
products or services that are or would generally be regarded as obscene or pornographic by the standards
applicable in the United States; or disparaging of Dwango or its products or services; or that are unlawful or
whose purpose is to encourage unlawful activities by others.

4.2. Quality Standards. If DNA uses the Trademarks in connection with the DNA Developed Technology and/or
DWANGO Related Technology, DNA agrees to maintain a consistent level of quality of the DNA Developed
Technology made available thereunder, substantially equal to that found in DNA's products and Web site
services. DNA further agrees to maintain a level of quality of the DNA Developed Technology in connection with
its use of the Trademarks that is consistent with general industry standards.

                                                         6
4.3. Monitoring by DWANGO. DNA acknowledges that DWANGO does have the right to periodically
monitor, no more than quarterly, DNA's use of the Trademarks in conjunction with the DNA Developed
Technology and/or DWANGO Related Technology. Upon reasonable request by DWANGO, no more often
than quarterly, DNA shall provide DWANGO with representative samples of each such use prior to the time the
Trademarks are published on the Internet or in press materials or marketing or advertising materials. Each use of
the Trademarks shall require the prior consent of DWANGO. In the event that DWANGO does not provide
such consent (or rejection) within fourteen (14) business days after receipt of the proposed use, then DWANGO
shall be deemed to have consented to such use. If DWANGO has consented to a particular use, DNA shall be
entitled to continue that use and all similar uses unless and until DWANGO revokes such consent. Any
revocation of consent must be on no less than thirty (30) days written notice and shall not apply to services and
products and marketing and advertising therefore that has been introduced into the market, printed or scheduled
for printing or published or scheduled for publication at the time of such notice.

4.4. Legend; Disclaimer. DNA shall include with any online publication or publication in print of the Trademarks
a trademark legend indicating that the Trademarks are that of DWANGO. DNA shall clearly indicate on DNA's
homepage that Dwango and DNA are separate entities. In addition, in instances where DNA may deem such
notice appropriate, advertising and promotional materials for DNA shall also indicate that the DNA Developed
Technology has been produced by DNA and not by Dwango.

5. Confidential Information and Disclosure. Unless required by law, and except to assert its rights hereunder or
for disclosures to its own employees, consultants, accountants, agents, representatives and attorneys on a "need
to know" basis, each party agrees not to disclose the terms of this Agreement or matters relating thereto without
the prior written consent of the other.

6. Indemnification

DNA hereby agrees to indemnify and hold harmless DWANGO and its

                                                        7
predecessors, successors and assigns, and their officers, directors, shareholders, employees, agents, accountants,
attorneys and independent contractors, from any and all causes of action, liabilities, demands, fines, claims, costs
and expenses (including the fees and expenses of legal counsel and any expert witnesses) arising out of, relating
to, or in connection with Licensee's performance of its obligations hereunder, including all warranties provided
herein, or DNA's breach thereof. DWANGO shall have the right, subject to prior written approval from DNA,
to defend or settle any such action or proceeding with counsel of its choice. DNA agrees to cooperate to the
fullest possible extent with DWANGO in any such defense effort.

DWANGO hereby agrees to indemnify and hold harmless DNA and its predecessors, successors and assigns,
and their officers, directors, shareholders, employees, agents, accountants, attorneys and independent
contractors, from any and all causes of action, liabilities, demands, fines, claims, costs and expenses (including the
fees and expenses of legal counsel and any expert witnesses) arising out of, relating to, or in connection with
DWANGO's performance of its obligations hereunder, including all warranties provided herein, or DWANGO's
breach thereof. DNA shall have the right, subject to prior written approval from DWANGO, to defend or settle
any such action or proceeding with counsel of its choice. DWANGO agrees to cooperate to the fullest possible
extent with DNA in any such defense effort.

7.1. Term and Termination. This Agreement shall take effect the Effective Date, and shall remain in full force for a
Period of twenty-five (25) years from the date, unless sooner terminated in accordance with the terms of this
Agreement. The parties hereto are entitled to offer in writing, ninety (90) days immediately prior to expiration, to
negotiate in good faith to extend the term of this Agreement. Upon mutual agreement of the parties hereto, this
Agreement may be renewed or extended for successive terms, pursuant to mutual agreed terms and conditions.

Either party may, without prejudice to any other rights or remedies, terminate this Agreement by giving a written
notice to the other such written notice shall take immediate effect, if any of the following events should occur:

                                                          8
(a) if either party fails to make any payment to the other when due under this Agreement and such failure
continues for more than thirty (30) calendar days after receipt of a written notice specifying the default;

(b) If DNA makes what would generally be regarded by standards applicable in the United States any obscene
or pornographic use of the Trademarks; or any use of the Trademarks disparaging of DWANGO or its products
or services; or any use that is unlawful in the Territory or encourage activities which are unlawful in the Territory;
and DNA fails to cure or cease such use within thirty (30) days after notice from DWANGO;

(c) if either party: (i) makes an assignment for the benefit of creditors of any interest subject to this Agreement; (ii)
files a petition or application under any foreign, state, or United States Bankruptcy act, receivership statute or
similar act or statute, as they now exist or are hereafter amended; or (iii) is the subject of such an above
referenced petition or application filed by a third party, and such petition or application is not resolved favorably
for such party within one hundred eighty (180) days thereafter;

(d) Failure by DNA to launch its service within 2 years after the effective date and/or if DNA discontinues
operation of the service thereafter for a continuous period of more than 6 consecutive months and the service is
not restarted within 60 days after written notice of such from Dwango.

7.2. Effect of Termination. Upon termination of the Agreement, DNA agrees it shall immediately cease any and
all use of the Trademarks and ensure the removal of the word "DWANGO" from its trade name immediately.
DNA shall immediately cease production of all materials containing the Trademarks, and within 6 months
thereafter, DNA shall destroy all previously produced products and all advertising and promotional materials
bearing Trademarks including samples and catalogues, if any.

                                                           9
8. General

8.1. Choice of Law and Venue. This Agreement shall be governed, construed and enforced in accordance with
the laws of Japan. Any claim or lawsuit arising out of this Agreement must be brought in the District Court of
Tokyo.

8.2. Entire Agreement. This Agreement constitutes the entire Agreement and understanding between the parties
and integrates all prior discussions between them related to its subject matter. No amendment or modification of
any of the terms of this Agreement shall be valid unless in writing and signed by an authorized representative of
each party.

8.3. Assignment. Except as set forth below, neither party may assign, sublicense or otherwise encumber any of its
rights or (except in the normal course of its business) delegate any of its duties under this Agreement, or
otherwise assign or transfer this Agreement without the prior written consent of the other party. DWANGO shall
have the right to terminate this Agreement upon thirty (30) days prior written notice if DNA assigns or transfers
this Agreement as permitted to a direct competitor of DWANGO in the web client or web portal business
without DWANGO's consent. Any attempted assignment, delegation or transfer in derogation of the foregoing
shall be null and void. This Agreement shall apply to and bind any permitted successors or assigns of the parties
hereto and any reference to the applicable parties herein shall refer to the applicable successors or assigns.

8.4. Force Majeure. Neither party will be responsible for any failure to perform its obligations under this
Agreement due to causes beyond its reasonable control, including but not limited to acts of God, war, riot,
embargoes, acts of civil or military authorities, fire, floods or accidents.

8.5. Waiver. Any waiver, either expressed or implied, by either party of any default by the other in the
observance and performance of any of the conditions, covenants of duties set forth herein shall not constitute or
be construed as a waiver of any subsequent or other default.

                                                        10
8.6. Headings. The headings to the Sections and Subsections of this Agreement are included merely for
convenience of reference and shall not affect the meaning of the language included therein.

8.7. Independent Contractors. The parties acknowledge and agree that they are dealing with each other
hereunder as independent contractors. Nothing contained in the Agreement shall be interpreted as constituting
either party the joint venture or partner of the other party or as conferring upon either party the power of
authority to bind the other party in any transaction with third parties.

8.8. Survival. The provisions of Section 1.4 (Reservation of Rights), 3.1 (Ownership of Trademarks), 3.2
(Ownership of Domain Name), 4.4 (Legend; Disclaimer), 5 (Confidential Information and Disclosure), 6
(Indemnification),
7.2 (Effect of Termination) and 8 (General) will survive any termination of this Agreement.

8.9. Severability. Except as otherwise set forth in this Agreement, the provisions of this Agreement are severable,
and if any one or more such provisions shall be determined to be invalid, illegal or unenforceable, in whole or in
part, the validity, legality and enforceability of any of the remaining provisions or portions thereof shall not in any
way be affected thereby and shall nevertheless be binding between the parties hereto.

The undersigned hereby agree to the terms and conditions of this Agreement effective on the Execution Date first
set forth above.

DWANGO NORTH AMERICA, INC. DWANGO COMPANY, LTD.

          BY:     /s/ Robert E. Huntley                        BY:     /s/ Hiroshi Kobayashi
                ----------------------------------                   ----------------------------------
                Robert E. Huntley, President and                     Hiroshi Kobayashi, President
                Chief Executive Officer




                                                          11
                                                  Exhibit 10.26

                                          Dwango North America Corp.
                                            200 West Mercer Street
                                                    Suite 501
                                           Seattle, Washington 98119

                                                 March 19, 2004

Alexandra Global Master Fund Ltd.
c/o Alexandra Investment Management, LLC 767 Third Avenue
39/th/ Floor
New York, New York 10017

Re: Dwango North America Corp.


                                           Board of Directors Designee

Gentlemen:

Concurrently herewith, Alexandra Global Master Fund Ltd., a British Virgin Islands company ("Alexandra"), and
Dwango North America Corp., a Nevada corporation (the "Company"), are entering into a Note Purchase
Agreement, dated the date hereof (the "Agreement"). Pursuant to the Agreement, Alexandra is being issued a 9%
Senior Convertible Note of the Company in the aggregate principal amount of $2,300,00.00 (the "Note")
convertible into shares of Common Stock of the Company (such shares underlying the Note, or issued upon
exercise of the Note, hereafter referred to as the "Note Shares"). So long as Alexandra owns at least 50% of the
Note Shares (calculated without regard to any limitations upon conversion contained in the Note), it shall be
entitled to nominate a director for election to the Board of Directors of the Company and the Company agrees to
take such actions as necessary to elect such designee to the Board of Directors of the Company; provided,
however, that the Company shall have the right to approve any Alexandra nominee, which approval shall not be
unreasonably withheld. The rights provided in this letter agreement shall be in addition to the rights granted under
the letter agreement, dated January 8, 2004, by and between the Company and Alexandra.

Robert E. Huntley, by his execution below, agrees to vote all of his shares of Common Stock of the Company for
any such nominee at any and all meetings of shareholders at which directors are elected.

Very truly yours,
DWANGO NORTH AMERICA CORP.

                                  By: /s/ Rick J. Hennessey
                                     -------------------------------------
                                  Name: Rick J. Hennessey
                                  Title: CEO




ACCEPTED AND AGREED:

                                  /s/ Robert E. Huntley
                                  ----------------------------------------
                                  Robert E. Huntley
ALEXANDRA GLOBAL MASTER FUND LTD.
By: ALEXANDRA INVESTMENT MANAGEMENT, LLC,
As Investment Advisor

                  By: /s/ Mikhail Filimonov
                     -------------------------------------------
                     Name: Mikhail Filimonov
                     Title: Chairman and Chief Executive Officer




                                       -2-
                                                     Exhibit 14

                              DWANGO NORTH AMERICA CORP.
                     CODE OF ETHICS FOR PRINCIPAL EXECUTIVE OFFICER
                             AND SENIOR FINANCIAL OFFICERS
                                      Approved: 1/27/04

Dwango North America Corp. (the "Company") expects the highest possible ethical conduct from its principal
executive officer and senior financial officers. Your full compliance with this Code and with the Company's
Corporate Policy Statement on Code of Ethics, Business Conduct and Conflicts of Interest applicable to all
directors, officers and employees of the Company is mandatory. You are expected to foster a culture of
transparency, integrity and honesty.

In accordance with the rules of the U.S. Securities and Exchange Commission, any change to, or waiver of, this
Code must be immediately publicly disclosed.

Conflicts of Interest
You must avoid any personal activity, investment or association that could appear to interfere with good judgment
concerning the Company's best interests. You may not exploit your position or relationship with the Company for
personal gain. You should avoid even the appearance of such a conflict. For example, there is a likely conflict of
interest if you:
. cause the Company to engage in business transactions with relatives or friends;
. use nonpublic Company, client or vendor information for personal gain by you, relatives or friends (including
securities transactions based on such information);
. have more than a modest financial interest in the Company's vendors, clients or competitors;
. receive a loan, or guarantee of obligations, from the Company or a third party as a result of your position at the
Company; or
. compete, or prepare to compete, with the Company while still employed by the Company. There are other
situations in which a conflict of interest may arise. If you have concerns about any situation, follow the steps
outlined in the Section on "Reporting Violations."

Accurate Periodic Reports
Full, fair, accurate, timely and understandable disclosures in the Company's periodic reports is legally required
and is essential to the success of its business. You must exercise the highest standard of care in preparing such
reports in accordance with the following guidelines:
. All Company records must fairly and accurately reflect the transactions or occurrences to which they relate.
. All Company records must fairly and accurately reflect, in reasonable detail, the Company's assets, liabilities,
revenues and expenses.
. The Company's accounting records must not contain any false or intentionally misleading entries.
. No transactions should be intentionally misclassified as to accounts, departments or accounting periods.

                                                        -1-
. All transactions must be supported by accurate documentation in reasonable detail and recorded in the proper
account and in the proper accounting period.
. No information should be concealed from management or the independent auditors.
. Compliance with the Company's system of internal accounting controls is required. The same high standard of
care must be applied in all public communications made by the Company.

Compliance With Law and Code of Ethics
You are expected to comply with both the letter and spirit of all applicable governmental laws, rules and
regulations.

If you fail to comply with this Code, with the Company's Code of Business Conduct and Ethics, and/or with any
applicable laws, you will be subject to disciplinary measures, including a possible immediate discharge from the
Company.

Reporting Violations
Your conduct can reinforce an ethical atmosphere and positively influence the conduct of fellow officers and other
employees of the Company. If you are powerless to stop suspected misconduct or discover it after it has
occurred, you must (anonymously, if you wish) send a detailed note, with relevant documents, to Rick
Hennessey, Chief Executive Officer of the Company, or Derrick Ashcroft, Chairman of the Audit Committee of
the Company's Board of Directors, fax no.
(505) 743-3102.

Your communications will be dealt with confidentially. You have the commitment of the Company and of the
Audit Committee of the Company's Board of Directors that you will be protected from retaliation.

                                                      -2-
                                                     Exhibit 31.1

                                                 CERTIFICATION

I, Rick J. Hennessey, certify that:

1. I have reviewed this annual report on Form 10-KSB of Dwango North America Corp.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a
material fact necessary to make the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly
present in all material respects the financial condition, results of operations and cash flows of the small business
issuer as of, and for, the periods presented in this report;

4. The small business issuer's other certifying officers and I are responsible for establishing and maintaining
disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the small
business issuer and have:

a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be
designed under our supervision, to ensure that material information relating to the small business issuer, including
its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in
which this report is being prepared;

b) Evaluated the effectiveness of the small business issuer's disclosure controls and procedures and presented in
this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the
period covered by this report based on such evaluation; and

c) Disclosed in this report any change in the small business issuer's internal control over financial reporting that
occurred during the small business issuer's most recent fiscal quarter (the small business issuer's fourth fiscal
quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the
small business issuer's internal control over financial reporting; and

5. The small business issuer's other certifying officer(s) and I have disclosed, based on our most recent evaluation
of internal control over financial reporting, to the small business issuer's auditors and the audit committee of the
small business issuer's board of directors (or persons performing the equivalent functions):

a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial
reporting which are reasonably likely to adversely affect the small business issuer's ability to record, process,
summarize and report financial information; and

b) any fraud, whether or not material, that involves management or other employees who have a significant role in
the small business issuer's internal control over financial reporting.

          Date: April 14, 2004

                                                                               /s/ Rick J. Hennessey
                                                                               -------------------------
                                                                               Rick J. Hennessey
                                                                               Chief Executive Officer
                                                     Exhibit 31.2

                                                 CERTIFICATION

I, J. Paul Quinn, certify that:

1. I have reviewed this annual report on Form 10-KSB of Dwango North America Corp.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a
material fact necessary to make the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly
present in all material respects the financial condition, results of operations and cash flows of the small business
issuer as of, and for, the periods presented in this report;

4. The small business issuer's other certifying officers and I are responsible for establishing and maintaining
disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the small
business issuer and have:

a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be
designed under our supervision, to ensure that material information relating to the small business issuer, including
its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in
which this report is being prepared;

b) Evaluated the effectiveness of the small business issuer's disclosure controls and procedures and presented in
this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the
period covered by this report based on such evaluation; and

c) Disclosed in this report any change in the small business issuer's internal control over financial reporting that
occurred during the small business issuer's most recent fiscal quarter (the small business issuer's fourth fiscal
quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the
small business issuer's internal control over financial reporting; and

5. The small business issuer's other certifying officer(s) and I have disclosed, based on our most recent evaluation
of internal control over financial reporting, to the small business issuer's auditors and the audit committee of the
small business issuer's board of directors (or persons performing the equivalent functions):

a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial
reporting which are reasonably likely to adversely affect the small business issuer's ability to record, process,
summarize and report financial information; and

b) any fraud, whether or not material, that involves management or other employees who have a significant role in
the small business issuer's internal control over financial reporting.

          Date: April 14, 2004

                                                                                /s/ J. Paul Quinn
                                                                                ------------------------
                                                                                J. Paul Quinn
                                                                                Chief Financial Officer
                                                     Exhibit 32

                                      CERTIFICATION PURSUANT TO
                                         18 U.S.C. SECTION 1350
                                       AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report on Form 10-KSB of Dwango North America Corp. (the "Company") as
filed with the Securities and Exchange Commission on the date hereof (the "Report"), each of the undersigned
certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
2002, that:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of
1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and
results of operations of the Company.

                                            /s/ Rick J. Hennessey
                                            ------------------------
                                            Rick J. Hennessey
                                            Chief Executive Officer

                                            Dated: April 14, 2004



                                            /s/ J. Paul Quinn
                                            ------------------------
                                            J. Paul Quinn
                                            Chief Financial Officer

                                            Dated: April 14, 2004

				
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