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                         Tanuki Software, Ltd.
                Development Software License Agreement
                             Version 1.1

License Agreement Number: TSILA-____________
          
Pursuant to this DEVELOPMENT SOFTWARE LICENSE AGREEMENT (the
""Agreement"") dated this   th day of ______, 20__ (the ""Effective
Date""), _____________________ (""Licensee"") and Tanuki Software, Ltd.
(""TSI"") agree to the following terms and conditions:


Section 1 - Grant of License

Effective upon the payment of the license fees presented in Exhibit 1,
TSI grants to Licensee a non-exclusive, non-transferable,
non-sublicensable right and license to use, reproduce, display, sell,
lease, distribute and transfer copies, directly or indirectly, of the
Software Program and documentation, in executable code form only, as
parts of Licensee Products, for the purposes of marketing such
Products to Licensee customers and for internal development of
Products, during the period Licensee's subscription of the TSIMS (as
defined in Section 5) effectively continues.  Licensee may continue to
market and distribute Products containing the Software Program so long
as such Products have been completely developed by the end of the
period Licensee's subscription of the TSIMS is active; provided
however that under no circumstances may Licensee develop or continue
to develop any new Product using or containing the Software Program
after Licensee discontinues subscription of TSIMS.   Licensee may not,
under any circumstances, distribute or resell the Software Program as
a stand-alone product, nor use the Software Program to create any
product to directly compete with the Software Program.


Section 2 - Definitions 

2.1. ""Community Edition"" shall mean versions of the Software Program
distributed in source form under the Tanuki Software, Ltd. Community
Software License Agreement (""CSLA""), and all new releases, corrections,
enhancements and updates to the Software Program, which TSI makes
generally available under the CSLA.  

2.2. ""Documentation"" shall mean the contents of the website
describing the functionality and use of the Software Program, located
at http://wrapper.tanukisoftware.org

2.3. ""Product"" shall mean the computer programs, that are provided by
Licensee to Licensee customers or potential customers, and that
contain both the Software Program as a component of the Product, and a
component or components (other than the Software Program) that provide
the material functionality of the Product.  If the Product is released
in source form, the Software Program or any of its components may only
be included in executable form.

2.4. ""Software Program"" shall mean the computer software and license
file provided by TSI under this Agreement, including all new releases,
corrections, enhancements and updates to such computer software, which
TSI makes generally available and which Licensee receive pursuant to
Licensee subscription to TSIMS. Some specific features or platforms
may not be enabled if they do not fall under the feature set(s)
covered by the specific license fees paid.


Section 3 - Licensee Obligations

Licensee shall be solely responsible for all marketing, manufacturing,
packaging, documentation production, distribution and customer pricing
of the Products, and ensure that the Products and Licensee's such
activities shall be in compliance with the applicable laws and
regulations.  Except as otherwise provided in this Agreement, Licensee
shall also assume all responsibility and liability to customers for
related support and assistance.  Under no circumstances may Licensee
modify, decompile, reverse engineer or disassemble any executable code
contained within the Software Program nor create or prepare derivative
works of, or attempt to discover or modify in any way the underlying
source code of the Software Program or any part thereof.  Licensee
agrees that Licensee will not, nor will Licensee authorize or license
another to, sell, market or license the Software Program, or any
portion thereof, as a standalone computer software program, component"