Non Exclusive Sales Reseller Agreement

THIS AGREEMENT is made between Cybozu, Inc. a developer of certain
computer software (hereinafter "Developer"), and any reseller (hereinafter
"Reseller"), who desires to act as a reseller for Developer.

BY CLICKING THE ACCEPTANCE BUTTON, RESELLER EXPRESSLY AGREES TO AND
CONSENTS TO BE BOUND BY ALL OF THE TERMS OF THIS AGREEMENT. IF RESELLER
DOES NOT AGREE TO ALL OF THE TERMS OF THE AGREEMENT, THE BUTTON INDICATING
NON-ACCEPTANCE MUST BE SELECTED, DEVELOPER WILL PROMPTLY CANCEL THIS
TRANSACTION.

In consideration of the mutual promises contained herein, it is agreed as
follows:

1. Definitions

As used in this Agreement:


1.1 "Agreement" means this Agreement.

1.2 "Area" means country/region where Reseller's End User is located.

1.3 "Buyer's Prices" means prices that Reseller can buy Developer Products
from Developer. Buyer's Prices will be informed from Developer to Reseller
within seven (7) days after accepting this Reseller Agreement.
1.4 "Developer Products" means all products offered by Developer.

1.5 "Documentation" means the standard materials that Developer has
published or may publish, during the term of this Agreement, for End Users
use with the Developer Products, including any user manuals or technical
manuals for the Developer Products.

1.6 "Effective Date" means the date upon which this Agreement is executed
by clicking the Acceptance button by Reseller.
1.7 "End User" means any person or entity located in the Area who obtains
or wishes to obtain Developer Products for such End User's own internal
business purposes in the Area, and not for transfer, sale, sublicense,
distribution or release to third parties.

1.8 "License Agreement" means the End User license agreement.


1.9 "List Prices" means the suggested prices to be charged to End Users
for Developer Products.


2. Appointment as Reseller

2.1 Developer hereby designates and appoints Reseller as its non-exclusive
Reseller in the Area to promote and solicit orders for the Developer
Products or any components thereof during the term of this Agreement.


3. License


3.1 Developer hereby grants and Reseller hereby accepts a non-exclusive,
nontransferable license to use Developer Products for promotion and resale
to End Users in the Area.

3.2 Reseller shall have no right to directly or indirectly use, modify,
reproduce, sublicense, distribute or otherwise transfer or dispose of
Developer Products other than as specifically set forth herein.

3.3 Reseller agrees that it will not sell the Developer Products to any
reseller, original equipment manufacturer, system integrator, or to any
person acting in a similar capacity without the prior written consent of
Developer.


4. Obligations of Reseller

4.1 Reseller shall use its best efforts to market and promote the sale of
the Developer Products throughout the Area. Reseller will maintain an
adequate sales organization to assure maximum market penetration in the
Area.

4.2 Reseller agrees to be the primary point of contact for End Users with
respect to support and other customer assistance. Reseller agrees to
promptly respond to End Users' requests in a professional manner.

4.3 Reseller and its employees shall not have any authority to and shall
not make any representation or warranty on behalf of Developer other than
the warranties contained in Developer's License Agreement for the
Developer Products. Reseller and its employees shall not in any manner
assume or attempt to create any obligation or responsibility, expressed or
implied, on behalf of or in the name of Developer, or act for or bind
Developer in any respect except as expressly permitted pursuant to this
Agreement. Reseller shall indemnify Developer from and against any
liability, loss, damage or expense, including attorneys' fees, arising out
of any breach of this paragraph by Reseller.

4.4 Reseller shall obtain the written approval of Developer before
utilizing any advertising, publicity or promotional material relating to
Developer Products, which approval shall not be unreasonably withheld.

4.5 Reseller shall be responsible for prompt return to Developer, upon
Developer's request or upon termination of this Agreement, any and all
unsold Developer Products, Documentation or related material remaining in
Reseller's possession.

4.6 Reseller shall perform the services hereunder in a professional manner
and by qualified personnel. Reseller's employees assigned to perform any
services hereunder shall have the proper skill, training and background so
as to enable them to perform in a competent and professional manner.

4.7 Reseller shall pay all levies, duties, and taxes, including any sales
or use tax (and any related interest or penalty), however designated,
imposed as a result of the existence or operation of this Agreement,
except any income tax imposed upon Developer by any governmental entity
within the United States proper (the fifty (50) states and the District of
Columbia). Fees specified in Supplement(s) to this Agreement and in
Schedule(s) attached to Supplement(s) do not include taxes. If Developer
is required to collect a tax to be paid by Reseller, Reseller shall pay
such tax to Developer on demand.

4.8 Reseller agrees that it shall not reverse engineer, reverse compile,
or otherwise disassemble or modify Developer Products or incorporate
Developer Products into other products or devices.


5. Obligations of Developer

5.1 Developer shall provide Reseller with a user name and a password that
permits Reseller access to the restricted "Reseller" portion of the
www.share360.com and www.cybozu.com websites. Reseller shall not disclose
the password to any third party or entity except in accordance with the
provisions of this Agreement.

5.2 Developer warrants that it has good title to the Developer Products
and the right to transfer it free of any proprietary rights of any other
party or any other encumbrance.

5.3 Developer shall post the identities of other Resellers it may appoint
in the Area on the www.share360.com and www.cybozu.com websites.

5.4 In the event Reseller cannot adequately respond to End User support
requests, Developer shall provide support pursuant to the terms of the
License Agreement.


6. Confidentiality

6.1 Reseller hereby acknowledges that the Developer Products are
proprietary to Developer and that Developer retains all right, title, and
interest in and to the Developer Products, including without limitation
all trade secrets, copyrights, and other proprietary rights.

6.2 All Documentation is the property of Developer and all Developer
Products identified herein are proprietary to Developer. Developer
Products and the related Documentation, including the code and algorithms
contained therein, constitute trade secrets of Developer. Reseller shall
not, directly or indirectly, sell, transfer, disclose, display or
otherwise make available any Developer Products or related Documentation
or copies or portions thereof to any other entity or third party except as
permitted under this Agreement. Reseller agrees to use commercially
reasonable efforts to secure and protect the Developer Products and
related Documentation so as to maintain the proprietary rights of
Developer therein, including appropriate written instructions to and
agreements with its employees. Reseller further understands that this
provision survives the termination of this Agreement.


7. Orders, Payment

When Reseller receives a purchase order from an End User, Reseller shall
forward to Developer a purchase order acceptable by Developer. The
purchase order should reflect Buyer's Prices and request Developer to
generate a registration code for the End User. Upon payment by Reseller
and execution of the License Agreement by the End User, Developer shall
send the appropriate registration code(s) directly to the End User or send
it to Reseller upon agreement with the End User.


8. Expenses

Unless otherwise agreed to by Developer in writing, Reseller shall be
responsible for all costs and expenses incurred in the performance of its
services pursuant to this agreement.


9. Trademarks, Trade Names, Copyrights, and other Proprietary Rights

9.1 Reseller recognizes the exclusive right of Developer in and to all of
the trademarks applied to the Developer Products and to any and all of
Developer's copyrights of material and or Documentation used in connection
therewith.

9.2 Reseller agrees that it shall not use, make reference to or otherwise
designate Developer's trademarks or trade names except as they may be used
for the benefit of Developer in the promotion of the Developer Products
and Documentation and then only when the appropriate trademark notice is
utilized.

9.3 Whenever Reseller employs any trademark of Developer to be mentioned
in any form, Reseller shall place an asterisk immediately after and
slightly above the first use of the trademark referring to a footnote
reading "Trademark of Cybozu."


10. Non-Infringement

Developer at its own expense will defend any action brought against
Reseller only to the extent that it is based on a claim that any Developer
Product and related Documentation within the scope of this Agreement
infringes on any patents, copyrights, licenses or other property rights,
provided that Developer is immediately notified in writing of such a
claim. Developer shall have the right to control the defense of all such
claims, lawsuits and other proceedings. In no event shall Reseller settle
any such claim, lawsuit or proceeding without Developer's prior written
approval. The foregoing states the entire liability of Developer with
respect to infringement of any copyrights or patents by the Developer
Products or any parts thereof.


11. Warranties, Limitation of Liabilities

DEVELOPER MAKES NO WARRANTY (OR REPRESENTATION OTHER THAN THAT MADE IN
SECTION 5.2), EITHER EXPRESS OR IMPLIED WITH RESPECT TO THE LICENSED
SOFTWARE, ITS QUALITY, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR
PURPOSE. ALL LICENSED SOFTWARE PROVIDED HEREUNDER IS "AS IS" AND DEVELOPER
MAKES NO WARRANTY THAT THE LICENSED SOFTWARE IS FREE FROM CLAIMS OF
INFRINGEMENT OF PATENTS, COPYRIGHTS, TRADE SECRETS, OR OTHER PROPRIETARY
RIGHTS OF OTHERS. THERE ARE NO WARRANTIES, EITHER EXPRESS OR IMPLIED, AND
ANY AND ALL SUCH WARRANTIES ARE HEREBY DISCLAIMED AND NEGATED. NO ORAL OR
WRITTEN INFORMATION OR ADVICE GIVEN BY DEVELOPER OR ITS EMPLOYEES SHALL
CREATE A WARRANTY OR MAKE ANY MODIFICATION, EXTENSION OR ADDITION TO THIS
WARRANTY.

IN NO EVENT WHATSOEVER SHALL DEVELOPER BE LIABLE TO THE RESELLER OR TO
THIRD PARTIES FOR PUNITIVE DAMAGES OR ANY DAMAGES CAUSED, IN WHOLE OR IN
PART, BY THE USE OF THE LICENSED SOFTWARE OR FOR ANY LOST REVENUES, LOST
PROFITS, LOST SAVING OR OTHER DIRECT OR INDIRECT, INCIDENTAL, SPECIAL, OR
CONSEQUENTIAL DAMAGES INCURRED BY ANY PERSON, EVEN IF ADVISED OF THE
POSSIBILITY OF SUCH DAMAGES OR CLAIMS.


12. Term and Termination

12.1 The initial term of this Agreement is one (1) year from the Effective
Date. This Agreement will automatically renew for additional one (1) year
periods of time. unless either party, in writing and with thirty (30) days
notice, objects to such renewal.

12.2 In addition, either party shall have the right to terminate this
Agreement by giving written notice of termination to the other party, for
any material breach or failure of performance, if within ten (10) days
after the giving of written notice the party in breach, has not cured such
failure.

12.3 In the event that either party be adjudged insolvent or bankrupt by a
court of competent jurisdiction, or upon the institution of any
proceedings by or against it seeking relief, reorganization or arrangement
under any laws relating to insolvency, or upon any assignment for the
benefit of creditors, or upon the liquidation, dissolution or winding up
of its business, then this Agreement may immediately be terminated by the
other party hereto.


13. Effect of Termination

Upon termination of this Agreement, all rights and licenses granted herein
to Reseller shall terminate.


14. Miscellaneous

14.1 Independent Contractor / Non-Franchise

The relationship between Developer and Reseller established by this
Agreement is solely that of an independent contractor; this Agreement
shall not create an agency, partnership, joint venture, franchise, or
employer/employee relationship, and Developer and Reseller shall each
conduct its respective business at its own initiative, responsibility and
expense, and shall have no authority to incur any obligations on behalf of
the other, except as otherwise provided herein.

14.2 Notices

All notices required or permitted under this Agreement shall be made in
writing and shall be deemed to have been duly given if delivered
personally or sent by registered or certified mail (return receipt
requested). All notices shall be addressed to the parties at the
respective addresses indicated above.

14.3 Governing Law, Venue, and Attorney Fees

This Agreement and any transaction between Developer and Reseller
hereunder shall be governed by, construed and interpreted in accordance
with the laws of
Japan. Both parties hereby consent to the jurisdiction of the Tokyo
District Court of Japan further agree that venue for any such action shall
be in Japan. If any legal action is necessary to enforce or interpret the
terms of this Agreement, the prevailing party shall be entitled to
reasonable attorneys' fees in addition to any other relief to which that
party may be entitled. This provision shall be construed as applicable to
the entire Agreement.

14.4 Assignment

Neither party hereto may assign or otherwise transfer its rights and
obligations under this Agreement, except that Developer may assign or
otherwise transfer its rights and obligations hereunder to any parent or
subsidiary corporation of Developer or to any purchaser of the business of
Developer which agrees to assume the obligations of Developer hereunder.

14.5 Entire Agreement

This Agreement contains the entire agreement between the parties and it
supersedes all previous agreements and proposals, oral or written, and all
negotiations, conversations or discussions between the parties related to
this Agreement.


IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their duly authorized officers as of the day and year first
written above.