{"id":42375,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/international-distributor-agreement-lynx-real-time-systems-inc.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"international-distributor-agreement-lynx-real-time-systems-inc","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/operations\/international-distributor-agreement-lynx-real-time-systems-inc.html","title":{"rendered":"International Distributor Agreement &#8211; Lynx Real-Time Systems Inc. and Nissin Software Corp."},"content":{"rendered":"<pre>                                                        Agreement # - JD9111-01\n                                                                      ---------\n\n                      INTERNATIONAL DISTRIBUTOR AGREEMENT\n\n\n     This International Distributor Agreement (the \"Agreement\") is entered into\nas of November 20th, 1991, by and between Lynx Real Time Systems, Inc., a\n      --------------\nCalifornia corporation with offices at 16780 Lark Avenue, Los Gatos, California\n95030 (\"Lynx\"), and Nissin Software Corporation with offices at Toshiba Building\n                                                                ----------------\n14F, 1-1-1, Shibaura Minato-Ku, Tokyo 105 Japan (\"Distributor\").\n-----------------------------------------------\n\n     IN CONSIDERATION OF THE MUTUAL PROMISES CONTAINED HEREIN, THE PARTIES AGREE\nAS FOLLOWS:\n\n1.   DEFINITIONS\n     -----------\n\n     1..1  \"Software\" shall mean the most current version of the software\nproducts listed in the most recent Lynx Price List.\n\n     1..2  \"Software Copy\" or \"Software Copies\" shall mean an object code copy\nor copies of any of the Software products, together with a copy or copies of any\nuser manual or other documentation customarily supplied to End-Users by Lynx\nwith the Software Copy.\n\n     1..3  \"End--User\" shall mean any third party which obtains a Software copy\nsolely in order to fulfill its own internal data processing needs.\n\n     1..4  \"End-User License\" shall, at any time during the term of this\nAgreement, mean Lynx's then standard license agreement pursuant to which End-\nUsers are granted the right to utilize a Software Copy. Lynx's current End-User\nLicense is attached hereto as Exhibit C.\n\n     1..5  \"Territory\" shall mean that geographic area identified in Exhibit B\nattached hereto.\n\n     1..6  \"Clearance\" shall mean the clearance from the relevant Japanese\nGovernmental agencies pursuant to the Japanese Foreign Exchange and Foreign\nTrade Control Law.\n\n     1..7  All references in this Agreement to the \"sale\" of or \"selling\"\nSoftware or Software Copies shall mean the granting of a license to use such\n                                                         -------\nSoftware or Software Copies. All references in this Agreement to the \"purchase\"\nof Software or Software Copies shall mean the obtaining of a license to use such\n                                                             -------\nSoftware or Software Copy.\n\nCERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH \nTHE COMMISSION.  CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE \nOMITTED PORTIONS.\n\n                                       1\n\n \n2.   APPOINTMENT AND AUTHORITY OF DISTRIBUTOR\n     ----------------------------------------\n\n     2..1  Appointment.  Subject to the terms and conditions set forth herein,\n           -----------\nLynx hereby appoints Distributor as Lynx's non-exclusive distributor for the\nSoftware in the Territory, and Distributor hereby accepts such appointment. As\ndistributor, Distributor shall have the right to purchase Software Copies from\nLynx and to sell and distribute such Software Copies to End-Users.\n\n     2..2  Subdistributor.  Distributor may exercise its distribution rights\n           --------------\nthrough the use of third party subdistributors, resellers, dealers or sales\nrepresentatives (\"Subdistributors\") subject (i) to the written agreement by each\nsuch Subdistributor to the restrictions on Distributor contained in this\nAgreement and (ii) Lynx's written approval of the Subdistributor. Distributor\nmay only grant subdistributors the right to make sales directly to End Users.\n\n     2..3  Territorial Responsibility.  Distributor shall pursue aggressive\n           -------------------------- \nsales policies and procedures to realize the maximum sales potential for the\nSoftware Copies in the Territory. Distributor shall not advertise, market or\npromote the Software Copies outside the Territory or establish a repair or\nmaintenance facility outside the Territory without the prior written consent of\nLynx.\n\n     2..4  Minimum Annual License Fee.\n           --------------------------\n\n           (a) To retain its rights to distribute Software Packages in the\nTerritory, Distributor must meet or exceed the yearly target revenues payments\nto Lynx set forth in Exhibit D attached hereto. The minimum license fee includes\nall revenues paid to Lynx by Nissin including the representative revenues for\nsource and royalties, training, binary sales, etc. Two quarters prior to the\nexpiration of this agreement (as per section 9..1) the parties shall negotiate\nthe minimum license fee for the next four quarters. In the event that the\nparties do not agree on a figure for the Minimum License Fee for such year, the\nMinimum License Fee for each successive quarter shall be set at [*] percent\n([*]) percent of the greater of the previous quarter's Minimum License Fee (set\nforth in Exhibit D) or the actual revenues paid to Lynx under Sections 4 and 5.5\nbelow for the previous year.\n\n           (b) If, in any calendar year of this Agreement, Distributor fails to\nmeet the Minimum License Fee as set forth above in the Territory, Distributor's\nrights to distribute Software Packages in the Territory shall terminate\nautomatically unless otherwise agreed to in writing. Notwithstanding the\nforegoing, Distributor may at its option retain its rights to distribute in the\nTerritory upon payment to Lynx, within thirty (30) days after the end of such\nyear, of a [*] to the [*] between the [*] of the [*] due for such year [*] the\n[*] to Lynx by Distributor with respect to that year.\n\n[*] = CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY \nWITH THE COMMISSION.  CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO \nTHE OMITTED PORTIONS.\n\n                                       2\n                                        \n\n \n     2..5  Conflict of Interest.  The parties acknowledge that, except as\n           --------------------\notherwise agreed in writing, any efforts by Distributor to sell competing\nproducts would constitute a conflict of interest with respect to Distributor's\nobligations to market Software Copies. If Distributor chooses to distribute\nproducts that compete with the Software, Distributor shall notify Lynx of its\nintent at least sixty (60) days prior to commencing such activity. In the event\nDistributor promotes, markets or distributes a product which Lynx, in its sole\njudgement, determines is competitive with any of the Software, Lynx shall have\nthe right to terminate this Agreement upon thirty (30) days notice to\nDistributor. Failure to so notify Lynx shall be deemed to be a breach of this\nAgreement.\n\n     2..6  Independent Contractors.  The relationship of Lynx and Distributor\n           -----------------------\nestablished by this Agreement is that of independent contractors, and nothing\ncontained in this Agreement shall be construed to (i) give either party the\npower to direct and control the day-to-day activities of the other, (ii)\nconstitute the parties as partners, joint venturers, co-owners or otherwise as\nparticipants in a joint or common undertaking, or (iii) allow Distributor to\ncreate or assume any obligation on behalf of Lynx for any purpose whatsoever.\nAll financial obligations associated with Distributor's business are the sole\nresponsibility of Distributor. All sales and other agreements between\nDistributor and its Subdistributors and customers are Distributor's exclusive\nresponsibility and shall have no effect on Distributor's obligations under this\nAgreement. Distributor shall be solely responsible for, and shall indemnify and\nhold Lynx free and harmless from, any and all claims, damages or lawsuits\n(including Lynx's attorneys' fees) arising out of the acts of Distributor or its\nemployees, agents or Subdistributors.\n\n3.   SOFTWARE DISTRIBUTION\n     ---------------------\n\n     3..1  Packaging.  Each Software Copy shall be delivered to Distributor in a\n           ---------\npackage (the \"Package\") containing the Software Copy together with the End-User\nLicense and user manual for such Software Copy. Distributor shall deliver\nSoftware Copies to its customers only as part of an unopened Package and shall\nrequire that its Subdistributors only deliver Software Copies to their customers\nas part of an unopened Package.\n\n     3..2  Demonstration Conies.  Distributor shall have the right to order\n           --------------------\nSoftware Copies to be used for demonstration purposes by Distributor\n(\"Demonstration Copies\") provided Distributor shall pay Lynx's then current\ncharges for any such Demonstration Copies, and provided that the right to use\nsuch Demonstration Copies will be governed by the terms of the End-User License.\n\n     3..3  Title to Software and Related Matters.  Title to the Software Copies\n           -------------------------------------\n(including the user manual, diskette and software\n\n                                       3\n\n \ncontained therein) shall remain with Lynx. Distributor shall not (and shall\nrequire that its customers and Subdistributors do not) remove, alter, cover or\nobfuscate any copyright notices or other proprietary rights notices. placed or\nembedded by Lynx on or in any Package or any of the items contained therein.\n\n4.   TERMS OF PURCHASE OF SOFTWARE COPIES BY DISTRIBUTOR\n     ---------------------------------------------------\n\n     4..1  Terms and Conditions.  All orders of Software Copies by Distributor\n           --------------------                       \nfrom Lynx during the term of this Agreement shall be subject to the terms and\nconditions of this Agreement. Nothing contained in any purchase order or like\ndocument submitted by Distributor to Lynx shall in any way modify or add to the\nterms and conditions contained in this Agreement.\n\n     4..2  Prices.  All prices are F.O.B. Lynx's. facility currently located at\n           ------\nthe address listed for Lynx at the beginning of this Agreement (\"F.O.B. Point\").\nLynx may, upon thirty (30) days prior written notice to Distributor, designate\nanother Lynx facility as the F.O.B. Point. The price to Distributor for each of\nthe Software Copies (the \"Per Copy Fee\") shall be as set forth in Exhibit A\nattached hereto. The difference between Distributor's Per Copy Fee and\nDistributor's price to its customers shall be Distributor's sole remuneration\nfor distribution of the Software Copies. Lynx has the right at any time to\nrevise the prices in Exhibit A with thirty (30) days advance written notice to\nDistributor. Such revisions shall apply to all orders received after the\neffective date of revision. Price increases shall not affect unfulfilled orders\naccepted by Lynx prior to the effective date of the price increase. Price\ndecreases shall apply to pending orders accepted by Lynx prior to the effective\ndate of the decrease.\n\n     4..3  Taxes.  Amounts payable to Lynx under this Agreement are payable in\n           -----\nfull to Lynx without deduction and are net of taxes (including any withholding\ntax) and customs duties. In addition to such amounts, Distributor shall pay sums\nequal to taxes (including, without limitation, sales, withholding, value-added\nand similar taxes) and customs duties paid or payable, however designated,\nlevied, or based on amounts payable to Lynx hereunder or on an end users's use\nor possession of a Software Copy under or in accordance with the provisions of\nthis Agreement, but exclusive of United States federal, state, and local taxes\nbased on Lynx's net income.\n\n     4..4  Order and Acceptance.  All orders for Software Copies submitted by\n           --------------------\nDistributor shall be initiated by written orders sent to Lynx and requesting a\ndelivery date during the term of this Agreement; provided, however, that an\norder may initially be placed orally or by telex if a conformational written\npurchase order is received by Lynx within five (5) days after said oral or telex\norder. To facilitate Lynx's production scheduling, Distributor\n\n                                       4\n\n \nshall submit purchase orders to Lynx at least thirty (30) days prior to the\nrequested day of delivery. No order shall be binding upon Lynx until accepted by\nLynx in writing, and Lynx shall have no liability to Distributor with respect to\npurchase orders that are not accepted. Lynx shall use its reasonable efforts to\nnotify Distributor of the acceptance or rejection of an order and of the\nassigned delivery date for accepted orders within seven (7) days of receipt of\nthe order. No partial shipment of an order shall constitute the acceptance of\nthe entire order, absent the written acceptance of such entire order. Lynx shall\nuse its reasonable efforts to deliver Software Copies at the times specified\neither in its quotation or in its written acceptance of Distributor's orders.\n\n     4..5  Payment.  Lynx shall submit an invoice to Distributor upon shipment\n           -------\nof each Software Copy ordered by Distributor and as set forth below. The invoice\nshall cover Distributor's Per Copy Fee for the Software Copies, in a given\nshipment plus any freight, taxes or other applicable costs initially paid by\nLynx but to be borne by Distributor. The full invoiced amount shall be due for\npayment within thirty (30) days of the date of' invoice. Any invoiced amount not\nreceived within thirty days of the date of invoice shall be subject to a service\ncharge of one and one-half percent (1.5%) per month. Distributor shall pay all\nof Lynx's costs and expenses (including reasonable attorneys' fees) to enforce\nand preserve Lynx's rights under this Subsection 4(i).\n\n     4..6  Shipping.  All Software Copies delivered pursuant to the terms of\n           --------\nthis Agreement shall be suitably packed for shipment in Lynx's standard shipping\ncartons, marked for shipment at Distributor's address set forth above, and\ndelivered to Distributor or its carrier agent at the F.O.B. Point, at which time\nrisk of loss shall pass to Distributor. Unless otherwise instructed in writing\nby Distributor, Lynx shall select the carrier. Distributor agrees to undertake\nall import formalities required to import the Software Copies into the\nTerritory, and to bear full expense of all custom duties and freight and any\nother related costs. All freight, insurance, and other shipping expenses, as\nwell as any special packing expense, shall be paid by Distributor. Distributor\nshall also bear all applicable taxes, duties, and similar charges that may be\nassessed against the Software Copies after delivery to the carrier at the F.O.B.\nPoint.\n\n5.   TRAINING, INSTALLATION, AND SERVICE\n     -----------------------------------\n\n     5..1  Subdistributor and End-User Inquiries.  Distributor agrees that\n           -------------------------------------\nDistributor is responsible for supporting all Software it distributes to End-\nUsers. Distributor shall maintain staff support personnel sufficiently\nknowledgeable with respect to the Software to answer Subdistributor, End-User\nand other customer questions regarding the use and operation of Software\nmarketed by Distributor. Distributor shall ensure that all questions regarding\n\n                                       5\n\n \nthe use or operation of Software Copies marketed by Distributor are initially\naddressed to and answered by Distributor. Any Subdistributor or End-User service\nquestions resulting from Distributor's sales will be referred by Lynx back to\nDistributor. Distributor will not represent to any third party that Lynx is\navailable to answer questions from any Subdistributor, End-User or other\ncustomer directly. It shall be considered a breach of this Agreement if\nDistributor fails to support its customers with technical assistance.\n\n     5..2  Staff Training.  Distributor shall arrange with Lynx, at \n           --------------\nDistributor's expense, for at least four (4) qualified employees of Distributor\nto attend Lynx's training program in the use and operation of the Software. In.\nthe event of termination of the employment of any such employee, Distributor\nshall notify Lynx in writing of such termination, and of the name of another\nqualified employee, who shall, at Distributor's expense, attend arid complete\nLynx's training program within ninety (90) days of the date of such termination.\n\n     5..3  Additional Support.  Lynx will provide telephone consultation to\n           ------------------\nDistributor with respect to any Subdistributor or End-User questions which\nDistributor cannot adequately answer.\n\n     5..4  Lynx Updates.  Lynx may update and\/or revise the performance and\n           ------------\ncontent of the Software. Distributor shall be responsible for providing updates\nand training in the use and operation of such updates to its Subdistributors and\nEnd-Users. Any updates shall be subject to the terms of this Agreement. Nothing\nin this Agreement shall obligate Lynx to update or revise the Software.\n\n     5..5  Maintenance Fees.\n           ----------------\n\n           (a)  For each Software Copy distributed by Distributor with respect\nto which Distributor is providing any maintenance services or support to the End\nUser, distributor will pay Lynx an additional [*] equal to [*] percent ([*]%) of\nLynx's then current published [*] fee for such Software Copy (\"Maintenance\nFee\").\n\n           (b)  Distributor will redeliver any updates or other information\nprovided by Lynx only to End Users for which Lynx is entitled to, and has\nreceived, Maintenance Fees under this Agreement.\n\n           (c)  Within thirty (30) days after the end of each calendar quarter,\nDistributor shall furnish to Lynx a statement in suitable form certified by a\nresponsible officer detailing (i) the name and address for any End User\nreceiving maintenance and support services from Distributor, (ii) the date such\nend user was licensed to use the Software and (iii) the Maintenance Fees due\nLynx for\n\n[*] CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY \nWITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO \nTHE OMITTED PORTIONS.\n                                       6\n\n \neach such End User. A check for the full amount due Lynx shall accompany such\nreport.\n\n          (d)  Distributor shall keep full and accurate records necessary to\nverify the Maintenance Revenue and the amounts payable thereon, which shall be\nretained for a period of three (3) years from the date of payment\nnotwithstanding the termination of this Agreement. Lynx shall have the right, at\nits expense, to examine and audit, not more than twice annually, and during\nnormal business hours, all such records and such other records and accounts as\nmay under recognized accounting practices contain information bearing upon the\namounts due Lynx hereunder. Prompt adjustment shall be made to compensate for\nany errors or omissions disclosed by such examination or audit. If the amount of\nsuch error or omission results in an underpayment of Maintenance Fees exceeding\nfive percent (5%) of the total amount due for the period under audit,\ndistributor shall pay for the reasonable cost of the audit.\n\n6.   WARRANTY TO DISTRIBUTOR'S CUSTOMERS\n     -----------------------------------\n\n     6..1  Standard Limited Warranty.  Pursuant to the End-User License, Lynx\n           -------------------------\nmakes a limited warranty to the End-User regarding the diskette on which the\ncopy of the Software obtained by such End-User is contained (the \"Limited\nWarranty\"). The End-User License specifically disclaims all other warranties\nrelating to the Software Copies, including all warranties with respect to the\nperformance of the Software. DISTRIBUTOR SHALL NOT MAKE OR PASS ON TO ANY PARTY\n(AND SHALL REQUIRE THAT ITS SUBDISTRIBUTORS DO NOT MAKE OR PASS ON TO END-USERS)\nANY WARRANTY OR REPRESENTATION ON BEHALF OF LYNX OTHER THAN OR INCONSISTENT WITH\nTHE LIMITED WARRANTY.\n\n     6..2  No Other Warranty.  EXCEPT FOR THE EXPRESS WARRANTY SET FORTH ABOVE,\n           -----------------\nLYNX GRANTS NO OTHER WARRANTIES, EXPRESS OR IMPLIED, BY STATUTE OR OTHERWISE,\nREGARDING THE SOFTWARE COPIES, THEIR FITNESS FOR ANY PURPOSE, THEIR QUALITY,\nTHEIR MERCHANTABILITY, OR OTHERWISE.\n\n7.   ADDITIONAL OBLIGATIONS OF DISTRIBUTOR\n     -------------------------------------\n\n     7..1  Sales and Inventory Reports.  Distributor agrees to provide Lynx with\n           ---------------------------\na quarterly point-of-sale and inventory report showing, at a minimum, date sold,\nquantity of each type of Software sold, serial number, and the buyers' names and\naddresses, as well as the quarter-end inventory position on hand for each type\nof Software. This report must be forwarded to Lynx within fifteen (15) days of\nthe close of each quarter.\n\n     7..2  Demonstrations and Staff Training.  Distributor agrees to provide its\n           ---------------------------------  \nstaff and Subdistributors with adequate training\n\n                                       7\n\n \nregarding the use and operation of the Software, and to also provide its staff\nand Subdistributors with regular training regarding updates of the Software.\nDistributor further agrees to cause Subdistributors to provide their staff with\nadequate training regarding the use and operation of the Software and updates of\nthe Software. Distributor agrees, and further agrees to cause Subdistributors to\nagree to dedicate a computer workstation for supplementary staff training,\ndemonstrations and support of Software.\n\n     7..3  Forecasts and Reports.  On or before the first day of every month,\n           ---------------------\nDistributor shall provide Lynx with a three month rolling forecast showing\nprospective orders by Software Copy and intended submittal date. Distributor\nshall also provide Lynx with a status report on support, marketing, advertising,\nJapanization, Porting, drivers, etc.\n\n     7..4  Translation of Certain Materials.  As additional consideration for\n           --------------------------------\nthe rights granted to Distributor hereunder, Distributor shall provide for the\ntranslation of end user documentation to be provided as part of the Software\nPackages and for such marketing materials as may be provided to Distributor\npursuant to Section 8.1 below to the extent that Distributor considers such\ntranslation to be necessary for the purpose of promoting the distribution of the\nSoftware in the Territory. Distributor shall provide such materials to Lynx for\ninspection and Distributor shall not use or otherwise disseminate such materials\nwithout Lynx's prior written approval. Distributor shall ensure that all right,\ntitle and interest in such translations shall vest in Lynx, and Distributor\nhereby assigns whatever interest it may have in such materials to Lynx. Lynx\nwill ensure that no competing distributor uses or has rights to the translation.\n\n     7..5  Promotion of the Software Copies.  Distributor shall, at its own\n           --------------------------------\nexpense, vigorously promote the distribution of the Software within the\nTerritory. Such promotion shall include but not be limited to advertising the\nSoftware Copies in trade publications within the Territory, participating in\nappropriate trade shows, and directly soliciting orders from customers for the\nSoftware Copies.\n\n     7..6  Finances and Personnel.  Distributor shall maintain a net worth and\n           ----------------------\nworking capital sufficient, in Lynx's reasonable judgment, to allow Distributor\nto perform fully and faithfully its obligations under this Agreement.\nDistributor shall devote sufficient financial resources and technically\nqualified sales and service personnel to the Software to fulfill its\nresponsibilities under this Agreement.\n\n     7..7  Customer and Sales Reporting.  Distributor shall, at its own expense\n           ---------------------------- \nand consistent with the marketing and distribution policies of Lynx:\n\n                                       8\n\n \n           (a)  place the Software marketing and distribution in Distributor's\n                catalogues as soon as possible and feature the Software in any\n                applicable trade show that it attends;\n\n           (b)  provide adequate contact with existing and potential customers\n                within the Territory on a regular basis, consistent with good\n                business practice;\n\n           (c)  assist Lynx in assessing customer requirements for the Software,\n                including modifications and improvements thereto, in terms of\n                quality, design, functional capability, and other features; and\n\n           (d)  submit market research information, as reasonably requested by\n                Lynx, regarding competition and changes in the market within the\n                Territory.\n\n     7..8  Standard of Business Practices.  Distributor shall establish and\n           ------------------------------\nmaintain, and shall cause its Subdistributors, employees, consultants and agents\nto establish and maintain a high standard of ethical business practices in\nconnection with its distribution of Software Copies in the Territory, including,\nwithout limitation, full compliance with Section 14 below.\n\n     7..9  Intellectual Property Rights Registrations.  Distributor shall\n           ------------------------------------------\npromptly notify Lynx in writing of, and shall assist Lynx with any registrations\nor filings required to obtain copyright, trademark or other intellectual\nproperty rights protection, in Lynx's name, for the Software in the Territory\nunder applicable law. Lynx shall be responsible for all fees or expenses\nincurred in connection with such intellectual property rights registrations or\nfilings.\n\n     7..10 Development of LynxOS Support Team.  Distributor agrees to further\n           ----------------------------------\ndevelop the marketing and support of LynxOS per distributor's plan attached in\nExhibit E.\n\n8.   ADDITIONAL OBLIGATIONS OF LYNX\n     ------------------------------\n\n     8..1  Marketing Materials.  Lynx shall promptly provide Distributor with\n           -------------------\nmarketing and technical information concerning the Software Copies. Upon the\nexecution of this Agreement, at Lynx's expense, Lynx shall provide Distributor\nwith one hundred (100) copies of its brochures, instructional material, \nadvertising literature, and other data for the Software copies. A like quantity\nof said materials shall be provided to Distributor, at Lynx's expense, for any\nnew Software products over the term of this Agreement. Additional quantities of\nsaid materials shall be available to Distributor at [*].\n\n[*] = CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY \nWITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO \nTHE OMITTED PORTIONS.\n\n\n\n\n                                       9\n\n \n     8..2  Response to Inquiries.  Lynx shall promptly respond to all inquiries\n           ---------------------\nfrom Distributor concerning matters pertaining to this Agreement.\n\n     8..3  Delivery Time.  Lynx shall minimize delivery time as much as possible\n           -------------     \nand use its reasonable best efforts to fulfill delivery obligations as committed\nin acceptances.\n\n     8..4  New Developments.  At Lynx's discretion Lynx shall inform \n           ----------------\nDistributor of new product developments.\n\n9.   TERM AND TERMINATION\n     --------------------\n\n     9..1  Term.  This Agreement shall continue in force for a fixed term of\n           ----\nthree (3) years from January 1st, 1991 to January 1st, 1994 unless terminated\nearlier under the provisions of this Section 9 or the date in which CLEARANCE\nfor the agreement has been obtained, whichever is later. At the end of the fixed\nterm, this Agreement shall terminate automatically without notice unless prior\nto that time the term of the Agreement is extended by mutual written consent of\nthe parties.\n\n     9..2  Termination for Cause.  If either party defaults in the performance\n           ---------------------\nof any provision of this Agreement, then the non-defaulting party may give\nwritten notice to the defaulting party that if the default is not cured within\nthirty (30) days the Agreement will be terminated. If the non-defaulting party\ngives such notice and the default is not cured during the thirty-day period,\nthen the Agreement shall automatically terminate at the end of that period.\n\n     9..3  Termination for Insolvency.  This Agreement shall terminate, without\n           --------------------------\nnotice, (i) upon the institution by or against Distributor of insolvency,\nreceivership or bankruptcy proceedings or any other proceedings for the\nsettlement of Distributor's debts, (ii) upon Distributor's making an assignment\nfor the benefit of creditors, or (iii) upon Distributor's dissolution.\n\n     9..4  Fulfillment of Orders upon Termination.  Upon termination of this\n           --------------------------------------\nAgreement, Lynx may, but shall not be obligated to, fulfill, subject to the\nterms of Sections 3 and 4 above and subject to Lynx's right to require\nprepayment, all orders accepted by Lynx prior to the date of termination. Lynx\nmay at its discretion either fulfill the order or refund the prepaid money.\n\n     9..5  Return of Materials.  All trademarks, trade names, patents,\n           -------------------\ncopyrights, designs, drawings, formulas or other data, photographs, samples,\nliterature, and sales aids of every kind shall remain the property of Lynx.\nWithin thirty (30) days after the termination of this Agreement, Distributor\nshall prepare all such items in its possession for shipment, as Lynx may direct,\nat\n\n                                      10\n\n \nLynx's expense. Either party shall not make or retain any copies of any \nconfidential items or information which may have been entrusted to such party by\nthe other. Effective upon the termination of this Agreement, Distributor shall\ncease to use all trademarks, marks, and trade names of Lynx.\n\n     9..6   Limitation on Liability.  In the event of termination by either \n            -----------------------\nparty in accordance with any of the provisions of this Agreement, neither party\nshall be liable to the other, because of such termination, for compensation,\nreimbursement or damages on account of the loss of prospective profits or\nanticipated sales or on account of expenditures, inventory, investments, leases\nor commitments in connection with the business or goodwill of Lynx or\nDistributor. Termination shall not, however, relieve either party of obligations\nincurred prior to the termination.\n\n     9..7   Survival of Certain Terms. The provisions of Sections 4.6, 6, 9, 10,\n            -------------------------  \n11, 13, and 14 shall survive the termination of this Agreement for any reason.\nAll other rights and obligations of the parties shall cease upon termination of\nthis Agreement.\n\n10.  LIMITED LIABILITY TO DISTRIBUTOR AND OTHERS\n     -------------------------------------------\n\n     10..1  LYNX'S LIABILITY UNDER ANY CAUSE OF ACTION ARISING UNDER THIS\nAGREEMENT OR UNDER ANY INDEMNITY CONTAINED IN THIS AGREEMENT SHALL NOT EXCEED\nTHE AMOUNTS RECEIVED BY LYNX FROM DISTRIBUTOR UNDER THIS AGREEMENT.\n\n     10..2  IN NO EVENT SHALL LYNX HAVE ANY LIABILITY TO DISTRIBUTOR OR TO END\nUSERS OR ANY OTHER THIRD PARTY, FOR ANY LOST PROFITS OR COSTS OF PROCUREMENT OF\nSUBSTITUTE GOODS OR SERVICES, OR FOR ANY OTHER INDIRECT, SPECIAL OR\nCONSEQUENTIAL DAMAGES RESULTING FROM THE USE OF THE LICENSED PRODUCTS, OR THE\nFAILURE OF THE LICENSED PRODUCTS TO PERFORM, OR FOR ANY OTHER REASON; PROVIDED,\nHOWEVER, THAT THIS LIMITATION SHALL NOT APPLY TO ANY BREACH OF THE\nCONFIDENTIALITY OBLIGATIONS SET FORTH IN SECTION 11 BELOW OR TO DISTRIBUTOR'S\nEXCEEDING ITS AUTHORITY GRANTED. IT IS ACKNOWLEDGED BY THE PARTIES THAT NOTHING\nIN THIS SECTION 10 SHALL LIMIT A PARTY'S OBLIGATION TO PAY AMOUNTS ALREADY DUE\nAND OWING TO THE OTHER PARTY. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING THE\nFAILURE OF THE ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.\n\n11.  PROPERTY RIGHTS AND CONFIDENTIALITY\n     -----------------------------------\n\n     11..1  Property Rights.  Except as granted hereunder or under End User \n            ---------------\nLicense, Distributor agrees that Lynx owns all right, title, and interest in the\nSoftware and in each Software Copies now or hereafter subject to this Agreement\nand in all of Lynx's patents, trademarks, trade names, inventions, copyrights,\nknow-how, and trade secrets relating to the design, manufacture,\n\n                                      11\n\n \noperation or service of the Software Copies. The use by Distributor of any of\nthese property rights is authorized only for the purposes herein set forth, and\nupon termination of this Agreement for any reason such authorization shall\ncease, except to the extent necessary for Distributor to provide maintenance to\nits existing Software customers.\n\n          11..2  Confidentiality. Either party acknowledges that by reason of\n                 ---------------\nits relationship to the other party hereunder it will have access to certain\ninformation and materials concerning the other party's business, plans,\ncustomers, technology, and products that are confidential and of substantial\nvalue to the other party, which value would be impaired if such information were\ndisclosed to third parties. Either party agrees that it will not use in any way\nfor its own account or the account of any third party, nor disclose to any third\nparty, any such confidential information revealed to it by the other party.\nEither party shall take every reasonable precaution to protect the\nconfidentiality of such information. Upon request by a party, the other party\nshall advise whether or not it considers any particular information or materials\nto be confidential. Distributor shall not publish any technical description of\nthe Software beyond the description published by Lynx. In the event of\ntermination of this Agreement, there shall be no use or disclosure by either\nparty of any confidential information of the other party, and Distributor shall\nnot manufacture or have manufactured any products utilizing any of Lynx's\nconfidential information.\n\n     12.  TRADEMARKS AND TRADE NAMES\n          --------------------------\n\n          12..1  Use.  During the term of this Agreement, Distributor shall have\n                 ---\nthe right to indicate to the public that it is an authorized distributor of\nLynx's Software and to advertise (within the Territory) such Software under the\ntrademarks, marks, and trade names that Lynx may adopt from time to time\n(\"Trademarks\"). Distributor shall not alter or remove any Trademarks applied at\nthe factory to the Software Copies, Packages, or other materials contained\ntherein. Nothing herein shall grant to Distributor any right, title or interest\nin the Trademarks. At no time during or after the term of this Agreement shall\nDistributor challenge or assist others to challenge the Trademarks or the\nregistration thereof or attempt to register any trademarks, marks or trade names\nconfusingly similar to the Trademarks.\n\n          12..2  Approval of Representations. All representations of the\n                 ---------------------------\nTrademarks that Distributor intends to use shall first be submitted to Lynx for\napproval (which shall not be unreasonably withheld) of design, color, and other\ndetails or shall be exact copies of those used by Lynx. If any of the Trademarks\nare to be used in conjunction with another trademark on or in relation to the\nSoftware, then Lynx's mark shall be presented equally legibly,\n\n                                      12\n\n \nequally prominently, and of greater size than the other but nevertheless \nseparated from the other so that each appears to be a mark in its own right,\ndistinct from the other mark.\n\n13.  PATENT, COPYRIGHT, AND TRADEMARK INDEMNITY\n     ------------------------------------------\n\n     13..1  Indemnification. Distributor agrees that Lynx has the right to\n            ---------------\ndefend, or at its option to settle, and Lynx agrees, at its own expense, to\ndefend or at its option to settle, any claim, suit or proceeding brought against\nDistributor or its customer on the issue of infringement of any United States\npatent, copyright or trademark by the Software Copies distributed hereunder or\nthe use thereof, subject to the limitations hereinafter set forth. Lynx shall\nhave sole control of any such action or settlement negotiations, and Lynx agrees\nto pay, subject to the limitations hereinafter set forth, any final judgment\nentered against Distributor or its customer on such issue in any such suit or\nproceeding defended by Lynx. Distributor agrees that Lynx at its sole option\nshall be relieved of the foregoing obligations unless Distributor or its\ncustomer notifies Lynx promptly in writing of such claim, suit or proceeding and\ngives Lynx authority to proceed as contemplated herein, and, at Lynx's expense,\ngives Lynx proper and full information and assistance to settle and\/or defend\nany such claim, suit or proceeding. If the Software Copies, or any part thereof,\nare, or in the opinion of Lynx may become, the subject of any claim, suit or\nproceeding for infringement of any United States patent, copyright or trademark,\nor if it is adjudicatively determined that the Software Copies, or any part\nthereof, infringe any United States patent, copyright or trademark, or if the\ndistribution or use of the Software Copies, or any part thereof, is, as a\nresult, enjoined, then Lynx may, at its option and expense: (i) procure for\nDistributor and its customers the right under such patent, copyright or\ntrademark to distribute or use, as appropriate, the Software Copies or such part\nthereof; or (ii) replace the Software Copies, or part thereof, with other\nsuitable Software Copies or parts; or (iii) suitably modify the Software Copies,\nor part thereof; or (iv) if the use of the Software Copies, or part thereof, is\nprevented by injunction remove the Software Copies, or part thereof, and refund\nthe aggregate payments paid therefor by Distributor, less a reasonable sum for\nuse and damage. Lynx shall not be liable for any costs or expenses incurred\nwithout its prior written authorization.\n\n     13..2  Limitation. Notwithstanding the provisions of Subsection 13.1 above,\n            ----------\nLynx assumes no liability for (i) any infringement claims with respect to any\nproduct in or with which any of the Software Copies may be used but not covering\nthe Software Copies standing alone; (ii) any trademark infringements involving\nany marking or branding not applied by Lynx or involving any marking or branding\napplied at the request of Distributor; or (iii) the modification of the Software\nCopies, or any part thereof,\n\n                                       13\n\n \nunless such modification was made by Lynx.\n\n     13..3  Entire Liability. THE FOREGOING PROVISIONS OF THIS SECTION 13 STATE\n            ----------------\nTHE ENTIRE LIABILITY AND OBLIGATION OF LYNX AND THE EXCLUSIVE REMEDY OF\nDISTRIBUTOR AND ITS CUSTOMERS, WITH RESPECT TO ANY ALLEGED INFRINGEMENT OF \nPATENTS, COPYRIGHTS, TRADEMARKS OR OTHER INTELLECTUAL PROPERTY RIGHTS BY THE\nSOFTWARE, SOFTWARE COPIES OR ANY PART THEREOF.\n\n     13..4  Notification of Unauthorized Use. Distributor shall promptly notify\n            --------------------------------\nLynx in writing upon its discovery of any unauthorized use or infringement of\nthe Software or Lynx's patent, copyright, trademark or other intellectual\nproperty rights with respect thereto. Lynx shall have the sole and exclusive\nright to bring an infringement action or proceeding against a third party, and,\nin the event that Lynx brings such an action or proceeding, Distributor shall\ncooperate and provide full information and assistance to Lynx and its counsel in\nconnection with any such action or proceeding.\n\n14.  COMPLIANCE WITH LAWS\n     --------------------\n\n     14..1  Foreign Corrupt Practices Act. In conformity with the United States\n            -----------------------------\nForeign Corrupt Practices Act and with Lynx's established corporate policies\nregarding foreign business practices, Distributor and its employees and agents\nshall not directly or indirectly make an offer, payment, promise to pay, or\nauthorize payment, or offer a gift, promise to give, or authorize the giving of\nanything of value for the purpose of influencing an act or decision of an\nofficial of any government within the Territory or the United States Government\n(including a decision not to act) or inducing such a person to use his influence\nto affect any such governmental act or decision in order to assist Lynx in\nobtaining, retaining or directing any such business.\n\n     14..2  Export Administration Act. In conformity with the United States\n            -------------------------\nExport Administration Act and regulations promulgated thereunder, Distributor\nand its employees and agents shall not disclose, export or reexport, directly or\nindirectly, any Software Copies or technical data (or direct products thereof)\nprovided under this Agreement to destinations in Country Groups Q, S, W, Y and Z\nas modified from time to time by the U.S. Department of Commerce, or that are\notherwise controlled under said Act and regulations. The countries listed in\nCountry Groups Q, S, W, Y and Z as of the date hereof include the following:\n\n               Country Group Q - Romania\n\n               Country Group S - Libya\n\n               Country Group Z - North Korea, Cuba, Vietnam,\n                                 Cambodia\n\n                                      14\n\n \n     14..3  Non-Compliance as Material Default. Non-compliance by Distributor or\n            ----------------------------------\nits employees or agents with this Section 14 shall be deemed to constitute a\nmaterial default under this Agreement, justifying termination for default\npursuant to Section 9.3 hereof.\n\n\n15.  GENERAL PROVISIONS\n     ------------------\n\n     15..1  Governing Law. The rights and obligations of the parties under this\n            -------------\nAgreement shall not be governed by the 1980 U.N. Convention on Contracts for the\nInternational Sale of Goods; rather such rights and obligations shall be\ngoverned by and construed under the laws of the State of California, including\nits enactment of the Uniform Commercial Code, without reference to conflict of\nlaws principles.\n\n     15..2  Arbitration. Any dispute or claim arising out of or in connection\n            -----------\nwith this Agreement shall be finally settled by binding arbitration in San\nFrancisco, California under the Rules of Arbitration of the International\nChamber of Commerce by one arbitrator appointed in accordance with said rules.\nJudgment on the award rendered by the arbitrator may be entered in any court\nhaving jurisdiction thereof. Notwithstanding the foregoing, the parties may\napply to any court of competent jurisdiction for injunctive relief without\nbreach of this arbitration provision.\n\n     15..3  Entire Agreement. This Agreement sets forth the entire agreement and\n            ----------------\nunderstanding of the parties relating to the subject matter herein and merges\nall prior discussions between them. No modification of or amendment to this\nAgreement, nor any waiver of any rights under this Agreement, shall be effective\nunless in writing signed by the party to be charged.\n\n     15..4  Government Consent. Distributor represents and warrants that no\n            ------------------\nconsent, approval or authorization of or designation, declaration or filing with\nany Japanese governmental authority is required in connection with the valid\nexecution and delivery of this Agreement, except for the clearance from the\nrelevant Japanese governmental agencies pursuant to the Japanese Foreign\nExchange and Foreign Trade Control Law (\"Clearance\").\n\n     15..5  Notices. Any notice required or permitted by this Agreement shall be\n            -------\nin writing and shall be sent by prepaid registered or certified mail, return\nreceipt requested, addressed to the other party at the address shown at the\nbeginning of this Agreement or at such other address for which such party gives\nnotice hereunder. Such notice shall be deemed to have been given three (3) days\nafter deposit in the mail, except that notice of change of address shall be\neffective only upon receipt.\n\n                                      15\n\n \n     15..6   IT IS UNDERSTOOD AND AGREED THAT EACH AND EVERY PROVISION OF THIS\nAGREEMENT WHICH PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES\nOR EXCLUSION OF DAMAGES IS INTENDED BY THE PARTIES TO BE SEVERABLE AND\nINDEPENDENT OF ANY OTHER SUCH PROVISION AND TO BE ENFORCED AS SUCH. FURTHER, IT\nIS EXPRESSLY UNDERSTOOD AND AGREED THAT IN THE EVENT ANY REMEDY HEREUNDER IS\nDETERMINED TO HAVE FAILED OF ITS ESSENTIAL PURPOSE, ALL LIMITATIONS OF LIABILITY\nAND EXCLUSIONS OF DAMAGES SET FORTH HEREIN SHALL REMAIN IN EFFECT.\n\n     15..7   Force Majeure. Nonperformance of either party shall be excused to\n             -------------\nthe extent that performance is rendered impossible by strike, fire, flood,\ngovernmental acts or orders or restrictions, failure of suppliers, or any other\nreason where failure to perform is beyond the control and not caused by the\nnegligence of the nonperforming party.\n\n     15..8   Nonassignability and Binding Effect. A mutually agreed\n             -----------------------------------\nconsideration for either party's entering into this Agreement is the reputation,\nbusiness standing, and goodwill already honored and enjoyed by the other party\nunder its present ownership, and, accordingly, the other party agrees that its\nrights and obligations under this Agreement may not be transferred or assigned\ndirectly or indirectly without the prior written consent of the other party.\nSubject to the foregoing sentence, this Agreement shall be binding upon and\ninure to the benefit of the parties hereto, their successors and assigns.\n\n     15..9   Legal Expenses. The prevailing party in any legal action brought by\n             --------------\none party against the other and arising out of this Agreement shall be entitled,\nin addition to any other rights and remedies it may have, to reimbursement for\nits expenses, including court costs and reasonable attorneys' fees.\n\n     15..10  Counterparts. This Agreement may be executed in two or more\n             ------------\ncounterparts, each of which shall be deemed an original and all of which\ntogether shall constitute one instrument.\n\nLYNX, INC.                                     Nissin Software Corporation\n                                         ---------------------------------------\n                                                      (Distributor)\n\n\nBy: \/s\/ Inder M. Singh                   By: \/s\/ Nobuaki Hyodo\n   ----------------------------------       ------------------------------------\n\nPrint Name:   Inder M. Singh             Print Name:   Nobuaki Hyodo\n           --------------------------               ----------------------------\n\nTitle:        President                  Title:        President\n      -------------------------------          ---------------------------------\n\nDate:________________________________     Date:_________________________________\n\n                                       16\n\n \n                                   Exhibit A\n\n                     PRODUCT DESCRIPTION AND PER COPY FEES\n\n\n1)  Nissin Software Corporation purchases binary products for resale in Japan\n    from Lynx at [*] ([*]) of the regional international list price.\n\n2)  On all special discount agreements with customers involving Lynx, Nissin and\n    the customer, Nissin Software Corporation will receive [*] ([*]) of the\n    final negotiated price.\n\n[*]=Certain information on this page has been omitted and filed separately with \nthe Securities and Exchange Commission.  Confidential treatment has been \nrequested with respect to the omitted portions.\n\n                                      17\n\n \n                                   Exhibit B\n\n                                   TERRITORY\n\n\n     Distributor's Territory shall be all portions of the following:\n\n          [*].\n\n\n[*] = CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY \nWITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO \nTHE OMITTED PORTIONS.\n\n     18\n\n \n                                   Exhibit C\n\n                               SOFTWARE LICENSE\n\nREAD THIS ENTIRE AGREEMENT BEFORE OPENING THE PACKAGE CONTAINING THE SOFTWARE\nDISKS. OPENING THE DISK PACKAGE INDICATES THAT YOU ACCEPT ALL OF THE TERMS OF\nTHIS AGREEMENT.\n\nIf you do not accept this agreement, you may return the unopened disk package to\nLynx Real Time Systems, Inc. for a full refund.\n\nDEFINITIONS: End-user means all users of a single licensed processing unit. LYNX\nmeans Lynx Real Time Systems, Inc.\n\nGRANT: LYNX grants to End-user a single, non-transferrable license to use the\nenclosed software according to the following terms and conditions.\n\nYOU MAY: (a) Use of the software is granted for one processing unit only. You\nmay make no more than two (2) copies of the software for backup or archival\npurposes only. (b) LYNX has copyrighted the manual, source code, and object\ncode. LYNX maintains such as trade secret and\/or proprietary information. End-\nUser agrees not to remove any product identification or notices of proprietary\nrestrictions. (c) For a period of ninety (90) days from date of purchase, LYNX\nwill provide up to one-half (1\/2) hour of technical support by telephone and\nsoftware revisions free of charge. LYNX is not obligated to make further\nrevisions. LYNX offers a customer support program for coverage beyond ninety\ndays. (d) If any of the conditions of this Agreement are broken, LYNX may\nterminate this license. Upon termination, End-User must return the manuals and\nsoftware media, and delete all copies of same, whether electronic or not. (e)\nWhen entered into in the United States, this Agreement shall be interpreted\naccording to the laws of the State of California. Otherwise this agreement shall\nbe interpreted according to the laws of the United States.\n\nYOU MAY NOT: You may not use or copy the software for any purpose other than as\npermitted above or in the following pages.\n\n\n                                   WARRANTY\n\nLYNX WARRANTS FOR A PERIOD OF NINETY (90) DAYS FROM FURNISHING A BINARY PRODUCT\nTO LICENSEE THAT ANY MAGNETIC MEDIUM ON WHICH PORTIONS OF A BINARY PRODUCT ARE\nFURNISHED WILL BE FREE, UNDER NORMAL USE, FROM DEFECTS IN MATERIALS, WORKMANSHIP\nOR RECORDING. IF SUCH A DEFECT APPEARS WITHIN SUCH WARRANTY PERIOD, LICENSEE MAY\nRETURN THE DEFECTIVE MEDIUM FOR REPLACEMENT WITHOUT CHARGE. REPLACEMENT IS\nLICENSEE'S SOLE REMEDY WITH RESPECT TO SUCH DEFECT.\n\n     19\n\n \nLYNX ALSO WARRANTS THAT IT IS EMPOWERED TO GRANT THE RIGHTS HEREIN. LYNX AND\nOTHER DEVELOPERS MAKE NO OTHER REPRESENTATIONS OR WARRANTIES, EXPRESS OR\nIMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF\nMERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. LYNX AND OTHER DEVELOPERS\nSHALL NOT BE HELD TO ANY LIABILITY WITH RESPECT TO ANY CLAIM BY LICENSEE, OR A\nTHIRD PARTY ON ACCOUNT OF, OR ARISING FROM, THE USE OF ANY BINARY PRODUCT. THE\nEXPRESS REMEDIES STATED IN THIS AGREEMENT ARE IN LIEU OF ALL OBLIGATIONS OR\nLIABILITIES ON THE PART OF LYNX FOR DAMAGES ARISING FROM BREACH OF WARRANTY,\nBREACH OF CONTRACT, NEGLIGENCE OR OTHER LEGAL THEORY. IN NO EVENT SHALL LYNX BE\nLIABLE FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY NATURE WHATSOEVER,\nINCLUDING WITHOUT LIMITATION, LOSS OF PROFITS OR OTHER COMMERCIAL LOSS. LYNX'S\nCUMULATIVE LIABILITY DAMAGES TO LICENSEE RESULTING FROM THIS AGREEMENT OR USE OF\nTHE BINARY PRODUCTS SMALL IN NO EVENT EXCEED THE ROYALTIES PAID BY LICENSEE TO\nLYNX'S DISTRIBUTOR.\n\n\nEND-USER: ____________________________________\n\nBy:  _________________________________________\n\nPrint Name: __________________________________\n\nTitle: _______________________________________\n\nDate:  _______________________________________\n\n\n     20\n\n \n                                   Exhibit D\n\nNissin's yearly commitments\n\n        [*] months\n          Qtr [*]                $[*] US\n          Qtr [*]\n          Qtr [*]\n          Qtr [*]\n\n        [*] months               $[*] US\n          Qtr [*]\n          Qtr [*]\n          Qtr [*]\n          Qtr [*]\n\n        [*] months               $[*] US\n          Qtr [*]\n          Qtr [*]\n          Qtr [*]\n          Qtr [*]\n\n[*] = CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY \nWITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO \nTHE OMITTED PORTIONS.\n\n     21\n\n \n                                 EXHIBIT E                            Nov.12.'91\n\n                         LYNX Status and Plan (NISSIN)\n\nOverview\n\n        The contract negotiation took longer than planned with the original\n     schedule. March '91 was the target month for the contract closing between\n     Lynx and NISSIN. This made some impact on our activities such as\n     Japanization efforts and staffing activities. However our evaluation of\n     the current business position of Lynx in Japan is very positive. We are\n     exceeding the forecast level of Jan. '91 significantly.\n\n                      1991 Status (April 1991-March 1992)\n\n\nStrategy\n\n     1. Closing agreement with Lynx RTS Inc. was top priority strategy.\n     2. Positive start up of Lynx business in Japan with strong support of Lynx\n        RTS Inc. was a key strategy.\n     3. Effective publicity of Lynx products was a key strategy. We performed\n        the followings:\n        Business Show (May)        [*] attendees\n        CIM Show (June)            [*] attendees\n        Seminar by Dr. Joseph (Feb.)\n        Lynx Seminar (May)\n        Seminar by Dr. Joseph (May)\n        Lynx Seminar (June)\n        UNIX Symposium \n           Lecture by Mr. Mitchel Bunnel (July)\n        Seminar by Dr. Joseph (Nov.)\n     4. The next strategy was to understand the initial market requirements very\n        quickly and to lead to the firm business of planned level in the first\n        year.\n     We have concentrated on;\n          The Steel Industry\n          The Heavy Industry\n          The Measurement and Control Industry\n          The Space Industry\n          The Electric and Electronic Industry\n     5. The strategy on the platform selection was one of key.\n        Emphasis was put on; \n     (1)68030 as it has big share in Measurement and Control area.\n     (2)i386, i486 and PC, W\/S using these, as they are widely used.\n     (3)Risc machines as they will be promoted in future. \n        This will be taken over to 1992.\n\n[*] = CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY \nWITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO \nTHE OMITTED PORTIONS.\n\n \n                                                          UNIT:(YEN)1,000.-\n------------------------------------------------------------------------------  \n                      1Q         2Q          3Q         4Q          TOTAL\n                  ------------------------------------------------------------ \n                     4 ~ 6      7 ~ 9      10 ~ 12     1 ~ 3\n------------------------------------------------------------------------------\n  PLAN(Jan.'91)                  \n------------------------------------------------------------------------------\n     SOURCE                                                          [*]\n------------------------------------------------------------------------------\n       OEM                                                           [*]\n------------------------------------------------------------------------------\n     BINARY                                                          [*]\n------------------------------------------------------------------------------\n  NISSIN Sales                                                       [*]\n------------------------------------------------------------------------------\n Actual\/Forecast\n------------------------------------------------------------------------------\n    SOURCE                       [*]                    ([*])        [*]   \n------------------------------------------------------------------------------\n     OEM                                                             [*]\n------------------------------------------------------------------------------\n    BINARY            [*]        [*]    [*] + ([*])     ([*])        [*]\n------------------------------------------------------------------------------ \n  PORTING KIT                                ([*])      ([*])        [*]  \n------------------------------------------------------------------------------\n  NISSIN Sales        [*]        [*]          [*]        [*]         [*]  \n------------------------------------------------------------------------------\n                                                    (Sales includes H\/W sales)\n                                                   (Parenthesis means forcast)\n\n\n\n  Refer to attachment on actual sales and forecasts. Please note that the\nfigures are NISSIN sales revenue numbers. Up to October the figures are actual\nin the attachment.\n\n\n                          Organization Status vs Plan\n\n\n                            Plan               Status            Plan\n\n                      (As of April `91)        Nov.'91          Mar.'92\n\n       Sales                [*]                  [*]              [*]\n\n     Technical              [*]                  [*]              [*]\n\n      Control               [*]                  [*]              [*]\n\n       TOTAL                [*]                  [*]              [*]\n\n\n  Staffing has been delayed. But we will catch it up by the end of the year\nincluding hiring an effective manager in the technical field.\n\n[*] = CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY\nWITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO\nTHE OMITTED PORTIONS.\n\n                                   2        \n\n \n                          Investment Status vs Plan\n                                                  \n  Some activities like Japanization have been delayed. But overall investment\nhas been very positive and it will exceed the planned level (Jan.'91)\nsignificantly.\n     ----------------------------------------------------------------------\n                                       Plan(Jan.'91)           Mar.'92\n     ----------------------------------------------------------------------\n       PR                              (Yen)[*]               (Yen)[*]  \n               Major Show                                          [*]\n             Advertisement                                         [*]\n               Kit, Tool                                           [*]\n            Competitor Study                                       [*]\n            Lending for Univ.                                      [*]\n              Press Release                                        [*]\n     ----------------------------------------------------------------------\n       Customer Support                (Yen)[*]               (Yen)[*]\n     ----------------------------------------------------------------------\n       Seminar                         (Yen)[*]               (Yen)[*]\n            Plesentation                                           [*]\n             Technical                                             [*]\n              Install                                              [*]\n     ----------------------------------------------------------------------\n       Training                                               (Yen)[*]\n     ----------------------------------------------------------------------\n       Development                     (Yen)[*]               (Yen)[*]\n            Driver, Tool                                           [*]\n              Hardware                                       Lease [*]\n           Japanaization                                           [*]\n          Japanese Manual                                          [*]\n     ----------------------------------------------------------------------\n       Project Upkeep                  (Yen)[*]               (Yen)[*]  \n     ----------------------------------------------------------------------\n             T O T A L                 (Yen)[*]               (Yen)[*]\n     ----------------------------------------------------------------------\n\n  As to Japanization, we will focus on it after the Lynx contract sign off and\ncatch up very quickly.\n\n     1st version\n\n       Support as Japanese Character terminal\n\n       Completion in Mar.'92.\n\n     2nd version\n\n       Support as Multi Window system (Graphical User Interface)\n\n       Target completion date: Oct.'92 \n\n        (We need to have assistance of Lynx RTS Inc.)\n\nWe plan to discuss the detail plan in the week of Nov. 18.\n\n[*] = CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY \nWITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO \nTHE OMITTED PORTIONS.\n\n                                       3\n\n \nStrategy\n\n     We will expand the business with the strategies;\n\n     (1)Sell [*] version\n\n     (2)Increase No. of platforms\n        Porting with porting kit to Japanese models of [*] and [*].\n\n     (3)Concentrate on [*] area, [*] area and [*] area and expand to [*] area,\n        [*] area and [*] area gradually.\n\n     (4)Increase technical competence of the support team.\n\n     (5)Install at [*] large companies ([*])\n        Install at [*] companies ([*])\n     \n     (6)Increase the tie up business with [*] oriented manufacturers.        \n        i.e. [*].\n     \n     (7)Utilize more third parties for the [*] development, as dealers and for\n        the [*] development. [*] good parties of [*], [*] and [*].\n\n\n                               Forecast Revision\n\n                                                       Unit: (Yen) 1,000.-\n     ----------------------------------------------------------------------  \n                                           1st year  2nd year  3rd year\n     ----------------------------------------------------------------------\n          PLAN(Jan.'91)                     \n     ----------------------------------------------------------------------\n             SOURCE                          [*]        [*]        [*]\n     ----------------------------------------------------------------------\n              OEM                            [*]        [*]        [*]\n     ----------------------------------------------------------------------\n             BINARY                          [*]        [*]        [*]\n     ----------------------------------------------------------------------\n          PORTING KIT                        [*]        [*]        [*]\n     ---------------------------------------------------------------------- \n           NISSIN Sales                      [*]       \n     ----------------------------------------------------------------------\n       Revised Plan (Nov.'91)                 \n     ----------------------------------------------------------------------\n             SOURCE                          [*]        [*]        [*]\n     ----------------------------------------------------------------------\n              OEM                            [*]        [*]        [*]   \n     ----------------------------------------------------------------------\n             BINARY                          [*]        [*]        [*]\n     ----------------------------------------------------------------------\n           PORTING KIT                       [*]        [*]        [*]\n     ----------------------------------------------------------------------   \n           NISSIN Sales                      [*]       \n     ----------------------------------------------------------------------\n                                           (Figures have some uncertainty)\n\n\n  Major thrusts in 2nd and 3rd year will be;\n\n      (1)FA area like [*] etc.\n\n      (2)Medical area like [*] etc.\n\n      (3)Tie up business with [*] oriented manufacturers like [*] etc.\n\n      (4)Joint work with board developers.\n\n\n[*] = CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY \nWITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO \nTHE OMITTED PORTIONS.\n\n                                        4\n\n \nOrganization\n    1992     We will expect the support site to cover ToJ Osaka, Fukuoka.\n\n          Staffing:\n\n             Sales     [*]\n\n             Technical [*] + ([*]?)\n\n             Control   [*]\n\n             Total     [*] + ([*])  \n\n          [graphic] [*] technical staff from NISSIN's other deivsions.\n\n\n    1993     We will further expand the site.\n\n          Staffing:\n\n             Sales     [*]\n\n             Technical [*] + ([*]?)\n\n             Control   [*]\n\n             Total     [*] + ([*])  \n\n          [graphic] [*] technical staff from NISSIN's other deivsions.\n\n[*] = CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY \nWITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO \nTHE OMITTED PORTIONS.\n\n                                       5\n\n \n      Amendment #2 to the International Distributor Agreement # D9111-01\n      ------------ \n                        dated November 20, 1991 between\n                          Lynx Real Time Systems, Inc\n                                      and\n                          Nissin Software Corporation\n\n\nBoth parties agree to modify Section 9. TERM AND TERMINATION, paragraph 9..1\nTerm by removing the following sentence:\n\n\"At the end of the fixed term, this Agreement shall terminate automatically\nwithout notice unless prior to that time the term of the Agreement is extended\nby mutual written consent of the parties.\"\n\nReplace the above sentence with the following sentence:\n\n\"At the end of the fixed term, this Agreement shall automatically renew for\nadditional one year periods unless terminated, in writing by either party.\"\n\nAgreed to by:\n\nLynx Real Time Systems, Inc.           Nissin Software Corporation\n\n\nBy:    \/s\/ Inder M. Singh              By:    \/s\/ Nobuaki Hyodo \n       --------------------                   -------------------- \nName:  Inder M. Singh                  Name:  Nobuaki Hyodo \n       --------------------                   --------------------  \nTitle: President                       Title: President\n       --------------------                   --------------------  \nDate:  2\/24\/94                         Date:  March 24, 1994\n       --------------------                   --------------------  \n\n \n   Amendment #1 to the International Distributor Agreement # JD9111-01 dated\n   ------------\n       November 20, 1991 Between Lynx Real Time Systems, Inc. and Nissin\n       Software Corporation\n\n\nBoth parties agree that Nissin (Licensee) will use their Source Code Software\nlicensed under the Source Code Software License Agreement dated June 25, 1993\nfor customer support. In order to provide quality customer support it is further\nagreed that:\n\n     a.   Both parties will mutually study and understand the support\n          requirements of customer. Where required, the Licensee can contract to\n          support the customer and Lynx (U.S. and Japan) will support the\n          Licensee under the then applicable support contract, fees and\n          structure.\n\n     b.   Licensee will send to Lynx facilities a minimum of two (2) engineers\n          to be trained, by Lynx, on the Licensed Source Code. Additional\n          training classes can be scheduled at the then prevailing rates.\n\n     c.   Both parties agree to jointly study customer requests to port LynxOS\n          to non-supported platforms. If Lynx does not desire to do the port and\n          the Licensee does find it of value to do the port by themselves then\n          Licensee will contract with Lynx for the right to complete such\n          porting effort. Both parties will further study the possibility to\n          remarket the ported Licensed Software to other customers. License fees\n          and royalties will be negotiated between Lynx and Licensee.\n\n     d.   Licensee may act as a representative of Lynx in the Licensing of\n          Source Code to those customers that desire Source Code under the\n          existing terms and conditions of the International Distributor\n          Agreement dated November 20, 1991.\n\n     e.   Both parties agree to share information and knowledge acquired in\n          paragraphs a, b, c, and d above as long as such information does not\n          violate any existing Agreements between Lynx and Licensee, nor\n          violates or jeopardizes Lynx's proprietary intellectual property\n          rights.\n\n  Lynx Real Time Systems Inc.           Nissin Software Corporation   \n\n  \/s\/ Inder M. Singh                    \/s\/ Nobuaki Hyodo\n  --------------------------            --------------------------\n  SIGNATURE                             SIGNATURE\n                                        \n    Inder M. Singh                        Nobuaki Hyodo\n  --------------------------            --------------------------\n  NAME                                  NAME\n                                        \n    June 25, 93                           March 24, 1994\n  --------------------------            --------------------------\n  DATE                                  DATE\n                                        \n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[8098],"corporate_contracts_industries":[9510],"corporate_contracts_types":[9613,9619],"class_list":["post-42375","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-lynuxworks-inc","corporate_contracts_industries-technology__programming","corporate_contracts_types-operations","corporate_contracts_types-operations__sales"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/42375","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=42375"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=42375"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=42375"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=42375"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}