LICENSE AGREEMENT

This legal document is an agreement between you, the registered-user ("Licensee") and e-Parcel Corporation ("e-Parcel"), having a place of business at 3-4 Nibancho Chiyoda-ku Tokyo 102-0084 Japan.

BY INSTALLING THE SOFTWARE OR USING THE SERVICE, YOU ARE AGREEING TO BE BOUND BY THE TERMS OF THIS AGREEMENT, WHICH INCLUDES THE SOFTWARE LICENSE AND SOFTWARE DISCLAIMER OF WARRANTY.

I. GRANT

Subject to Licensee having paid in full all applicable license and/or subscription fees, if any, e-Parcel hereby grants to the Licensee a non-exclusive, non-transferable license to use the accompanying software product for Licensee's own personal or internal business purposes, in machine executable object code form (the "Software"), subject to the terms and conditions set forth below.

II. USE AND USE RESTRICTIONS

LICENSEE MAY:

(A) use the Software on any single computer; and

(B) use the Software on a second computer so long as the user thereof is Licensee and the Software is not running simultaneously on more than one computer.

LICENSEE MAY NOT:

(A) permit other individuals to use the Software except as expressly provided in this Agreement;

(B) modify, adapt, translate, reverse engineer, decompile, disassemble or create derivative works based on the Software, except to the extent that e-Parcel is not permitted by such applicable law to exclude or limit such rights; information relating to the Software which is necessary to enable the production of software which is interoperable or compatible with the Software is available from e-Parcel upon written request; the source code is not licensed to you and is the confidential information of e-Parcel;

(C) export the Software to any person or entity outside the United States, directly or indirectly, except as provided in paragraph VIII;

(D) rent, lease or otherwise transfer rights to the Software or make the Software available in any time-sharing arrangement or service bureau or the like; or

(E) remove any proprietary notices or labels on the Software.

III. COPY RESTRICTIONS

The Software licensed pursuant to this Agreement is copyrighted. Unauthorized copying of the Software is expressly forbidden. Licensee shall be legally responsible for any copyright infringement or other violation of intellectual property rights that is caused or facilitated by Licensee's failure to abide by the terms of this Agreement.

Subject to these restrictions, Licensee may make a reasonable number of copies of the Software solely for backup purposes, provided that all copyright and proprietary notices are reproduced and included on the backup copies. Such backup copies are automatically subject to the terms and conditions of this Agreement, except that further copying thereof is expressly forbidden.

IV. DISCLAIMER OF WARRANTIES

Licensee expressly acknowledges and agrees that use of the Software is at Licensee's sole risk.

THE SOFTWARE IS PROVIDED "AS IS" AND WITHOUT WARRANTY OF ANY KIND. E-PARCEL AND ITS LICENSORS AND SUPPLIERS MAKE NO WARRANTIES OF ANY KIND AND, HEREBY DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, WORKMANLIKE EFFORT, LACK OF NEGLIGENCE, LACK OF VIRUSES, ACCURACY AND COMPLETENESS AND WARRANTIES ARISING FROM ANY COURSE OF DEALING OR USAGE OF TRADE. ALSO THERE IS NO WARRANTY, DUTY OR CONDITION OF TITLE, QUIET ENJOYMENT, QUIET POSSESSION OR CORRESPONDENCE TO DESCRIPTION. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, NEITHER E-PARCEL NOR ITS LICENSORS OR SUPPLIERS WARRANT, GUARANTEE OR MAKE ANY REPRESENTATIONS WHATSOEVER REGARDING THE USE, OR THE RESULTS OF THE USE, OF THE SOFTWARE IN TERMS OF ITS CORRECTNESS, ACCURACY, RELIABILITY, PERFORMANCE OR CURRENTNESS OR THAT THE OPERATION OF THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE. THE ENTIRE RISK AS TO THE RESULTS AND PERFORMANCE OF THE SOFTWARE IS ASSUMED BY THE LICENSEE, INCLUDING, WITHOUTLIMITATION, ANY RISK OF THE INTRODUCTION OF COMPUTER VIRUSES AND ANY RISK ARISING OUT OF ANY CONTENT TRANSMITTED OR RECEIVED IN CONNECTION WITH THE USE OF THE SOFTWARE. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY E-PARCEL'S DEALERS, DISTRIBUTORS, AGENTS OR EMPLOYEES SHALL CREATE ANY WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF ANY WARRANTY EXPRESSLY MADE BY E-PARCEL, AND LICENSEE MAY NOT RELY ON ANY SUCH INFORMATION OR ADVICE. BECAUSE SOME STATES DO NOT ALLOW THE DISCLAIMER OF CERTAIN IMPLIED WARRANTIES, THE ABOVE DISCLAIMER MAY NOT APPLY IN FULL TO LICENSEE.

THIS WARRANTY GIVES LICENSEE SPECIFIC RIGHTS, AND LICENSEE MAY ALSO HAVE OTHER RIGHTS WHICH MAY VARY FROM STATE TO STATE AND JURISDICTION TO JURISDICTION.

This Agreement does not entitle Licensee to support for or upgrades to the Software.

V. LIMITATION OF LIABILITY

e-Parcel's liability to Licensee or any third party arising out of or related to this Agreement shall in no event exceed the fee, if any, paid by Licensee for the Software.

NEITHER E-PARCEL NOR ITS LICENSORS OR SUPPLIERS SHALL BE LIABLE FOR ANY CLAIMS OR DAMAGES ARISING FROM USE OF THE SOFTWARE WHETHER BASED ON ANY THEORY OF LIABILITY, IN TORT, CONTRACT OR OTHERWISE.

IN NO EVENT SHALL E-PARCEL OR ITS LICENSORS OR SUPPLIERS BE LIABLE TO LICENSEE OR ANY THIRD PARTY FOR ANY PUNITIVE, MULTIPLE, INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF DATA, EQUIPMENT OR THE LIKE, AND/OR ANY LOSS CAUSED BY THE INTRODUCTION OF COMPUTER VIRUSES OR CONTENT TRANSMITTED OR RECEIVED IN CONNECTION WITH OR ARISING FROM THE USE OF THE SOFTWARE) EVEN IF E-PARCEL OR ITS LICENSORS, SUPPLIERS OR AUTHORIZED DEALERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. LICENSEE ACKNOWLEDGES THAT THE AMOUNT, IF ANY, OF THE LICENSE FEEREFLECTS THIS ALLOCATION OF RISK. BECAUSE SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY IN FULL TO LICENSEE.

VI. TITLE AND OWNERSHIP OF SOFTWARE

Title and all ownership and intellectual property rights in and to the Software shall remain in e-Parcel and or its licensors and suppliers. The Software is protected by the copyright laws of the United States and international copyright treaties. Title and all ownership and intellectual property rights in and to the content accessed through the Software is the property of the applicable content owner and may be protected by law. This Agreement gives Licensee no rights to such content, and Licensee agrees that it shall not distribute or otherwise use any third party content without the express permission of the content owner. Licensee acknowledges that e-Parcel has no responsibility whatsoever for the content accessed through the Software.

Except as expressly provided in this Agreement, all right, title and interest in and to the Software remains with e-Parcel and its licensors and suppliers.

VII. TERMINATION

The Agreement, including all of Licensee's right to use the Software, will terminate automatically and immediately without notice from e-Parcel, if Licensee fails to comply with any provision of this Agreement. Upon termination, Licensee shall immediately stop using the Software and destroy all copies of the Software. Sections IV, V, VI, VII, VIII, IX, and X hereof shall survive any expiration or termination of this Agreement for any reason.

VIII. EXPORT LAW ASSURANCES

Licensee shall not export the Software from the United States except as permitted by the laws and regulations of the United States. If Licensee has rightfully obtained the Software outside of the United States, Licensee shall not re-export the Software except as permitted by laws and regulations of the United States and the laws and regulations of the jurisdictions in which Licensee obtained the Software. Licensee shall execute any documents requested by e-Parcel (including, without limitation, written assurances of non-re-exportation) for the purpose of complying with the United States laws and regulations.

IX. GOVERNMENT RESTRICTED RIGHTS LEGEND

All Software provided to the U.S. Government pursuant to solicitations issued on or after December 1, 1995 is provided with the commercial license rights and restrictions described elsewhere herein. All Software provided to the U.S. Government pursuant to solicitations issued prior to December 1, 1995 is provided with "Restricted Rights" as provided for in FAR, 48 CFR 52.227-14 (JUNE 1987) or DFAR, 48 CFR 252.227-7013 (OCT 1988), as applicable.

X. MISCELLANEOUS

This Agreement contains the complete agreement and supersedes all prior agreements and representations between Licensee and e-Parcel concerning the subject matter hereof. This Agreement may not be amended or modified, except by a writing duly executed by both parties. This Agreement takes precedence over and shall not be affected by any purchase order, acknowledgement or other document furnished by Licensee, and e-Parcel hereby rejects any terms or conditions contained in such purchase order, acknowledgment or document. The waiver by e-Parcel of a breach or a default of any provision of this Agreement by you shall not be construed as a waiver of any succeeding breach of the same or any other provision, nor shall any delay or omission on the part of e-Parcel to exercise or avail itself of any right, power or privilege that it has, or may have hereunder, operate as a waiver of any right, power or privilege by e-Parcel. If any provision (or part thereof) of this Agreement is held to be unenforceable for any reason, such provision (or part thereof) shall be reformed only to the extent necessary to make it enforceable. This Agreement is governed by the laws of the Commonwealth of Massachusetts, without regard to its conflicts of laws principles. The parties hereto specifically exclude the provisions of the United Nations Convention on Contracts for the International Sale of Goods from this Agreement and any transaction that may be implemented in connection with this Agreement.

Licensee acknowledges that (a) he or she has read and understands this Agreement; (b) he or she has had an opportunity to have its legal counsel review this Agreement; (c) that this Agreement has the same force and effect as a signed agreement; (d) e-Parcel requires identification of the Licensee before issuing this license; and (e) issuance of this license does not constitute general publication of the Software, the documentation or other Confidential Information.

Should Licensee have any questions concerning this Agreement, please contact e-Parcel in writing.