TERMINATION AGREEMENT

1.    The License Agreements will terminate automatically and without notice at 11:59 PM Pacific Time on May 31, 2006 (the “Termination Date”). After the Termination Date, the parties will have no obligations to each other under the License Agreements, except for such obligations that by their terms survive pursuant to Section 8.8 of the Trademarks Agreement (Survival) and Section 24 of the Technology Agreement (Survival of Agreement).

2.    After the Termination Date, the DNA Parties will have no rights to use any intellectual property of DWANGO (including the Licensed Property and the Trademarks) anywhere in the world, except for such limited rights pursuant to Section 2g of this Agreement. From the Effective Date until the Termination Date (the “Wind-Down Period”), the DNA Parties will have only the following rights to use the following intellectual property of DWANGO in the Territory (as defined in the License Agreements):

a.    Under the Trademarks Agreement, the DNA Parties will continue to have an exclusive, non-transferable license to use the following Trademarks (as defined in the Trademarks Agreement) in connection with the names of the DNA Parties and their products, services and operations, including the marketing, sale, manufacture, distribution, promotion, and packaging of such products and services, in the Territory: (i) those Trademarks that the DNA Parties have used prior to the Effective Date; and (ii) those Trademarks of DWANGO as of the Effective Date that the DNA Parties plan to use during the Wind-Down Period; all to the extent set forth in Exhibit 2a. The DNA Parties have prepared Exhibit 2a to the best of their ability after reasonable investigation; but if they inadvertently omitted other Trademarks or uses, they may amend the exhibit by written notice to DWANGO. Whenever subsequent to the Effective Date (i) use of a Trademark by the DNA Parties or their licensees ceases, or (ii) planned use is abandoned, the DNA Parties will promptly notify DWANGO thereof and the exhibit will be deemed amended to eliminate such use and/or Trademark (whether or not notice is given). Title to and all ownership of, in, and to the Trademarks, all uses of the Trademarks, and all goodwill associated with the Trademarks, were, are, and will remain the sole and exclusive property of DWANGO.

b.    Under the Technology Agreement, the DNA Parties will also continue to have an exclusive, non-transferable license, within the Territory, to reproduce, distribute, publicly perform, publicly display, create derivative works from, and market, sell, make and have made products and services under patent and trademark using the Licensed Property (as defined in the Technology Agreement) that the DNA Parties currently use pursuant to the Technology Agreement as of the Effective Date, all to the extent set forth in Exhibit 2b. The DNA Parties have prepared Exhibit 2b to the best of their ability after reasonable investigation; but if they inadvertently omitted other Licensed Property or uses, they may amend the exhibit by written notice to DWANGO. Whenever subsequent to the Effective Date (i) use of particular Licensed Property by the DNA Parties ceases, or (ii) the rights to use thereof by their licensees ceases, the DNA Parties will promptly notify DWANGO thereof and the exhibit will be deemed amended to eliminate such use and/or Licensed Property (whether or not notice is given).

c.    By January 1, 2006, the DNA Parties will: (i) establish a new dba or effect a corporate name change, which dba or name change will be determined by the DNA Parties and will not include a Trademark or anything confusingly similar to a Trademark; (ii) have publicly announced the new dba or corporate name change in accordance with a press release approved by DWANGO, which approval shall not be unreasonably delayed, withheld, or conditioned; and (iii) have commenced activities to incorporate the new dba into product designs, updates, etc., of the DNA Parties.

d.    By January 1, 2006, the DNA Parties will establish a new domain name that does not include a Trademark or anything confusingly similar to a Trademark to replace “www.dwango.com”. Between January 1, 2006 and the Termination Date, the DNA Parties may, at their option, continue to use the domain name “www.dwango.com” but solely as a redirect site for their new domain name.

e.    By April 1, 2006, the DNA Parties will have: (i) ceased use of the Trademarks in the launch of new products and updates; and (ii) used commercially reasonable efforts to have removed all Licensed Property from carrier decks to the extent placed thereon under license from either of the DNA Parties.

f.    By June 1, 2006, the DNA Parties will have used commercially reasonable efforts to obtain any necessary shareholder and other corporate approvals to change the names of the DNA Parties such that the name of neither company incorporates a Trademark or anything confusingly similar to a Trademark.

g.    By June 1, 2006, the DNA Parties will notify DWANGO of any products of the DNA Parties in the marketplace that still incorporate either the Trademarks or Licensed Property. In this regard, DWANGO acknowledges that the DNA Parties may as of the Effective Date have certain licensing arrangements with third parties under which the DNA Parties may be obligated to permit use of certain Trademarks or Licensed Technology beyond the Termination Date. Although the DNA Parties have endeavored to identify all such obligations on Exhibit 2b with an asterisk (*) after reasonable investigation, if they inadvertently omitted to so identify such obligations, or if cessation of the use thereof is not technologically or economically feasible (that is, would impose significant expense) by use of commercially reasonable efforts, then the DNA Parties may amend the exhibit by written notice to DWANGO and, solely to the extent required for the DNA Parties to satisfy any such obligations existing as of the Effective Date, DWANGO hereby consents to the continued use thereof on a non-exclusive basis. The DNA Parties’ rights under this Section 2g shall cease as soon as technologically and economically feasible using commercially reasonable efforts. Without limitation of the above, DWANGO will give reasonable consideration to any request by the DNA Parties to use certain Licensed Property on a non-exclusive basis beyond the Termination Date.

3.    The sole and exclusive restrictions in favor of the DNA Parties on the right of DWANGO or any of its Affiliates to use, or license or authorize the use of, any of their respective intellectual property anywhere in the world are as follows:

a.    Between the Effective Date and January 1, 2006, DWANGO and its Affiliates will not use, and will not license or authorize anyone else to use, the Licensed Property set forth in Exhibit 2b in the Territory; provided, however, that DWANGO and Affiliates shall be free to do anything expressly permitted by the Technology Agreement (including as permitted by the “North American Rule” as defined therein). From and after January 1, 2006, DWANGO and its Affiliates may use, or license or authorize use of, any of the Licensed Property (including any property licensed to the DNA Parties) anywhere in the world.

b.    During the Wind-Down Period, DWANGO and its Affiliates will not use, and will not license or authorize anyone else to use, (i) the name “DWANGO”, any of the Trademarks listed on Exhibit 2a or any derivatives thereof to market, sell or distribute goods or content or provide services targeted to consumers, customers or users for use in the Territory or (ii) the name “DWANGO”, any of the Trademarks listed on Exhibit 2a or any derivates thereof in the name or trade name of any representative office, branch or legal entity established by DWANGO or its Affiliates for the purpose of operating a business within the Territory; provided, however, that DWANGO and its Affiliates shall be free to use Trademarks in connection with (A) applicable securities filings, (B) any other statements to the extent required to comply with applicable laws and regulations, (C) attendance at trade shows or other industry events for purposes other than violation of clause (i) above, (D) press releases not prohibited by Section 9 hereof, (E) anything expressly permitted by the Trademarks Agreement, and (F) identification of the ownership of Trademarks or Licensed Property for the purpose of preserving DWANGO’s rights in intellectual property registered in the Territory. 

c.    DWANGO shall neither use nor authorize use of the domain name “www.dwango.com” prior to the Termination Date, other than by the DNA Parties in accordance with this Agreement.

4.    By no later than November 30, 2005, the DNA Parties shall pay DWANGO all royalty amounts due but unpaid under the License Agreements that have accrued as of the Effective Date. Otherwise, no further royalty amounts shall be due from the DNA Parties to DWANGO under the License Agreements for use of the Licensed Property or Trademarks.

5.    Until September 30, 2006, (a) absent the prior written consent of the Chief Executive Officer of a DNA Party, neither DWANGO nor any Affiliate (as defined in Section 6) thereof engaged in the business of Wireless Technology will intentionally solicit for employment or engagement, any person or persons known by DWANGO to be a director, officer, employee, agent or representative of a DNA Party, and (b) absent the prior written consent of the Chief Executive Officer of DWANGO, neither any DNA Party nor any Affiliate thereof engaged in the business of Wireless Technology will intentionally solicit for employment or engagement