Docstoc

Technology License Agreement - DIJJI CORP - 4-15-2004

Document Sample
Technology License Agreement - DIJJI CORP - 4-15-2004 Powered By Docstoc
					                                                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