California MCLE - Joint Venture Agreement - Polygen Corp. and Teijin Ltd.

JOINT VENTURE AGREEMENT

February 14, 1992

between

POLYGEN CORPORATION

and

TEIJIN LIMITED
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TABLE OF CONTENTS

Page

ARTICLE 1 - DEFINITIONS.................................................. 1

ARTICLE 2 - EFFECTIVE DATE AND TERM...................................... 2

ARTICLE 3 - SCHEDULE OF EVENTS........................................... 2

3.1 Closing.................................................... 2
3.2 Filing of Incorporation Documents.......................... 3
3.3 Distributorship Agreement.................................. 3

ARTICLE 4 - ESTABLISHMENT OF THE COMPANY................................. 3

4.1 Formation of the Company................................... 3
4.2 Articles of Incorporation.................................. 3
4.3 Name and Principal Office.................................. 3
4.4 Procedures Involving Japanese Government................... 4

ARTICLE 5 - PURPOSES OF THE COMPANY...................................... 4

5.1 Corporate Purposes......................................... 4
5.2 Cooperation................................................ 4

ARTICLE 6 - CAPITAL OF THE COMPANY; SHAREHOLDERS AND ASSETS.............. 4

6.1 Capital Stock.............................................. 4
6.2 Subscription of Capital Shares............................. 5
6.3 Rights; Restrictions....................................... 5
6.4 Working Capital Loans...................................... 5
6.5 Preemptive Rights.......................................... 5
6.6 Securities................................................. 6

ARTICLE 7 - BUSINESS YEAR AND ACCOUNTING................................. 6

7.1 Business Year.............................................. 6
7.2 Accountant and Financial Statements........................ 6
7.3 Access to Books, Records and Facilities.................... 7
7.4 Records and Books; Internal Reports........................ 7
7.5 Statutory Auditor.......................................... 7

ARTICLE 8 - OPERATION OF THE COMPANY; ASSISTANCE;
PRODUCT DEVELOPMENT COORDINATION;
RIGHTS OF FIRST REFUSAL TO PRODUCTS.......................... 7

8.1 Adoption and Implementation of Operating
Procedures................................................. 7
8.2 Assistance to the Company.................................. 7

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8.3 Product Development Coordination............................................ 8
8.4 Rights of First Refusal to Teijin's Products................................ 8
8.5 Right of First Refusal to Teijin Systems
Technology................................................................. 9
8.6 Obligation to Proceed Diligently............................................ 9
8.7 Company as Exclusive Distributor............................................ 9
8.8 Duty of Management to Act Impartially....................................... 10
8.9 Employee Benefits........................................................... 10

ARTICLE 9 - SHAREHOLDERS' MEETINGS........................................................ 10

9.1 Shareholders' Meetings....................................................... 10
9.2 Shareholders' Resolutions.................................................... 10

ARTICLE 10 - MANAGEMENT OF THE COMPANY.................................................... 11

10.1 Board of Directors.......................................................... 11
10.2 Election of Directors....................................................... 12
10.3 Board of Directors' Meetings................................................ 12
10.4 Resolutions of Board of Directors Meetings.................................. 12
10.5 Mutual Consultation......................................................... 13
10.6 Management.................................................................. 13

ARTICLE 11 - RESTRICTION ON TRANSFER OF SHARES............................................ 13

ARTICLE 12 - RIGHT OF FIRST REFUSAL....................................................... 14

ARTICLE 13 - PROFITS AND DIVIDENDS POLICY................................................. 15

ARTICLE 14 - SECRECY...................................................................... 15

14.1 Obligation of Secrecy....................................................... 15
14.2 Obligation Not to Use....................................................... 16
14.3 Observance by Company....................................................... 16
14.4 Indemnity; Injunctive Relief................................................ 16

ARTICLE 15 - TERMINATION.................................................................. 17

15.1 Termination................................................................. 17
15.2 Effect of Termination....................................................... 18

ARTICLE 16 - DISSOLUTION.................................................................. 18

16.1 Events Triggering Dissolution............................................... 18
16.2 Management of Company During Winding Up..................................... 18
16.3 Distribution of Assets...................................................... 18
16.4 Documents and Records....................................................... 19

ARTICLE 17 - REPRESENTATIONS, WARRANTIES AND COVENANTS.................................... 19

17.1 Representations, Warranties and Covenants of PMSI........................... 19

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17.2 Representations, Warranties and Covenants of
Teijin........................................................... 20

ARTICLE 18 - GOVERNING LAW AND LANGUAGE; DISPUTE RESOLUTION...................... 21

18.1 Governing Law and Language........................................ 21
18.2 Dispute Resolution................................................ 21

ARTICLE 19 - ENFORCEMENT........................................................ 22

19.1 Severability...................................................... 22
19.2 Waiver of Obligation.............................................. 22
19.3 Specific Performance/Injunctive Relief............................ 22
19.4 Rights of Shareholders are Cumulative............................. 23
19.5 Third Parties..................................................... 23

ARTICLE 20 - GENERAL TERMS....................................................... 23

20.1 Assignment........................................................ 23
20.2 Amendment......................................................... 23
20.3 Notices........................................................... 23
20.4 Compliance by Company............................................. 24
20.5 Entire Agreement.................................................. 24
20.6 Force Majeure..................................................... 24
20.7 Headings.......................................................... 24
20.8 Counterparts...................................................... 24
20.9 Export Compliance................................................. 24
20.10 Parties Advised by Counsel - No Interpretation
Against Drafter.................................................. 25

EXHIBITS

Exhibit A: Distributorship Agreement
Exhibit B: Common Stock Purchase Agreement
Exhibit C: Corporate License Agreement
Exhibit D-1: Articles of Incorporation of the Company
(Japanese Original not included herein)
Exhibit D-2: English translation of Articles of
Incorporation

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JOINT VENTURE AGREEMENT

THIS JOINT VENTURE AGREEMENT ("Agreement") is made as of the 14th day
of February, 1992 by and between Polygen Corporation (doing business as Polygen
Molecular Simulations Incorporated), a Delaware corporation, having its
principal office at 200 Fifth Avenue, Waltham, Massachusetts 02154, U.S.A.
(hereinafter "PMSI"), and Teijin Limited, a corporation organized under the laws
of Japan, having its principal office at 6-7, Minamihommachi 1-chome, Chuo-ku,
Osaka 541, Japan (hereinafter "Teijin"). PMSI and Teijin shall hereinafter be
collectively referred to as the "Shareholders" and individually as a
"Shareholder".

RECITALS

WHEREAS, the Shareholders desire to enter into a strategic partnership
through the formation of a joint venture corporation in Japan upon the terms and
conditions set forth below for the purposes of marketing, distributing,
licensing, selling and supporting PMSI's and its subsidiaries' computational
chemistry software products in the Territory and establishing a strong strategic
business in the Territory which has direct relationships with customers and a
strong technology base.

WHEREAS, the Shareholders desire to acquire the stock of such
corporation, and the Shareholders desire to provide for the consistent and
uniform management of such corporation.

AGREEMENT

NOW THEREFORE, in consideration of the premises and mutual covenants
herein contained, the Shareholders hereby agree as follows:

ARTICLE 1 - DEFINITIONS

For the purposes of this Agreement, the following terms shall, unless
the context otherwise requires, have the meanings set forth below:

1.1 "Company" means the corporation to be organized under the laws
of Japan pursuant to Article 4 hereof.

1.2 "Territory" means the entire country of Japan, which Territory
may be expanded from time to time by mutual agreement of the Shareholders to
include other countries in the Asian Pacific Rim such as Korea and Taiwan.

1.
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1.3 "Products" mean those computational chemistry software products
marketed presently or in the future by PMSI or PMSI Subsidiaries as defined in
the Distributorship Agreement attached hereto as Exhibit A and as to which the
Company shall have the right to act as a distributor under the Distributorship
Agreement.

1.4 "Distributorship Agreement" means the distributorship agreement
by and between PMSI and the Company in the form attached hereto as Exhibit A.

1.5 "Stock Purchase Agreement" means the common stock purchase
agreement by and between PMSI and Teijin in the form attached hereto as Exhibit
B, pursuant to which Teijin shall make an equity investment in PMSI through the
purchase of newly issued PMSI common stock.

1.6 "Corporate License Agreement" means the corporate license
agreement by and between PMSI and Teijin in the form attached hereto as Exhibit
C, pursuant to which PMSI shall grant Teijin a non-exclusive corporate license
to use the Products.

1.7 "PMSI Subsidiaries" mean and include any corporation, company or
other corporate entity in the United States or any other country in the world
whose voting stock is, at any time during the term of this Agreement, fifty
percent (50%) or more directly owned by PMSI.

ARTICLE 2 - EFFECTIVE DATE AND TERM

This Agreement shall become effective on the later to occur of: (i) the
date of execution of this Agreement by the Shareholders, or (ii) the date on
which all Japanese governmental clearance (whether in the form of an approval,
notification or otherwise) is obtained with respect to Japanese foreign exchange
and trade control regulations, and shall continue until terminated as provided
in Article 15 hereof.

ARTICLE 3 - SCHEDULE OF EVENTS

3.1 Closing. The closing (the "Closing") of the transactions
contemplated by this Agreement shall take place on March 6, 1992 (the "Closing
Date"), or such other subsequent date as the Shareholders may agree. The Closing
shall be held at the offices of Teijin in Tokyo, Japan, or at such other place
as the Shareholders may agree. Prior to or at the Closing, the Shareholders
shall concurrently execute and enter into this Agreement, the Stock Purchase
Agreement, the Corporate License Agreement, and any other agreements and/or
document(s) as they or

2.
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their legal counsel may mutually deem necessary or appropriate in the
circumstances.

3.2 Filing of Incorporation Documents. As soon as practicable
following the execution of this Agreement, the Shareholders shall file or
arrange for the filing of the incorporation documents for the Company.

3.3 Distributorship Agreement. As soon as practicable after the
incorporation of the Company, PMSI and the Company shall enter into the
Distributorship Agreement whereby the Company shall be appointed as PMSI's
exclusive distributor with respect to the marketing, distribution, licensing,
sale and support of the Products in the Territory.

ARTICLE 4 - ESTABLISHMENT OF THE COMPANY

4.1 Formation of the Company. As soon as practicable after the
execution of this Agreement, the Shareholders will cause the Company to be
organized and incorporated as a joint stock company (Kabushiki Kaisha) under the
laws of Japan. All reasonable costs incurred in connection with the
incorporation and qualification of the Company in Japan shall be borne by the
Company to the extent legally permitted under the laws of Japan. The remainder
of such costs shall be shared equally by the Shareholders.

4.2 Articles of Incorporation. The Articles of Incorporation of the
Company shall be in the form attached hereto as Exhibit D-1 (Japanese original);
the English translation of which is attached hereto as Exhibit D-2. In the event
of any conflict between this Agreement and the Articles of Incorporation, this
Agreement shall prevail and the Shareholders shall amend the Articles of
Incorporation of the Company as necessary, to the extent permitted by law, to
eliminate such conflict. Notwithstanding the foregoing, in the course of
incorporating the Company, the promoter(s) may revise the Japanese original
Articles of Incorporation as required or suggested by the Notary Public or
District Registry in charge to the extent that no conflict between the revised
Japanese Articles of Incorporation and this Agreement and/or the English
translation attached hereto as Exhibit D-2 is created as a result of such
revision.

4.3 Name and Principal Office. The corporate name of the Company
shall be Teijin Molecular Simulations Incorporated in English and [ Japanese
Translation] in Japanese or, if such name is not available, such other name as
is acceptable to the Shareholders. The principal place of business of the
Company shall initially be located at Chiyoda-ku, Tokyo, Japan.

3.
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4.4 Procedures Involving Japanese Government. Teijin shall be
responsible for completing and/or assisting PMSI in completing any approval
and/or notification procedures required by law involving the Japanese government
(national and/or local) with respect to the formation of the Company, including
but not limited to assisting PMSI in filing with the relevant Japanese
governmental ministries all required notices under the Foreign Exchange and
Foreign Trade Control Law of Japan, as amended, concerning PMSI's purchase of
stock in the Company. The Company shall: (i) file any and all reports and
notices and take any and all other further action as necessary or appropriate to
establish and maintain its existence under the laws of Japan, and (ii) be
responsible for completing any approval procedures required by law involving the
Japanese government with respect to the importation, marketing, distribution,
licensing, sale and support of the Products in the Territory.

ARTICLE 5 - PURPOSES OF THE COMPANY

5.1 Corporate Purposes. The Company shall pursue the following
business purposes:

(a) the importation, marketing, distribution, licensing and sale
of the Products in the Territory through all legitimate channels, including
direct, through subdistributors and OEMS;

(b) the provision of technical support services for the Products
and contract services relating to the Products; and

5.2 Cooperation. The Shareholders agree to cooperate with each other
in good faith in the fulfillment of the above purposes and activities and
otherwise in the implementation of the provisions of this Agreement, and shall
jointly develop a business plan for the Company.

ARTICLE 6 - CAPITAL OF THE COMPANY; SHAREHOLDERS AND ASSETS

6.1 Capital Stock. The Company shall have one class of shares
designated common stock, to which the rights more particularly defined in
Section 6.3 hereof shall attach. The total authorized capital of the Company
shall consist of sixteen thousand (16,000) shares of common stock, with a par
value of fifty thousand Japanese yen (Y50,000) each.

4.
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6.2 Subscription of Capital Shares.

(a) The Company shall issue four thousand (4,000) shares of
common stock at the time of its incorporation. The Shareholders shall subscribe
for such initial shares to be issued by the Company as follows:

Shareholder Common Shares Percentage
----------- ------------- ----------

PMSI 2,000 (50%)
Teijin 2,000 (50%)

(b) In consideration for its shares, PMSI shall pay to the
Company, within forty-five (45) days after the date of execution of this
Agreement and as the Shareholders may agree, the sum of one hundred million
Japanese yen (Y100,000,000) in cash. In consideration for its shares, Teijin
shall pay to the Company, within forty-five (45) days after the date of
execution of this Agreement and as the Shareholders may agree, the sum of one
hundred million Japanese yen (Y100,000,000) in cash. The obligation of each
Shareholder to subscribe and pay for shares as above-stated shall be conditioned
upon a subscription and payment, within twenty-four (24) hours, by the other
Shareholder of its respective portion thereof.

6.3 Rights; Restrictions. All shares issued by the Company shall have
equal voting and other rights, preferences and restrictions as set forth in the
Company's Articles of Incorporation attached hereto as Exhibit D-1.

6.4 Working Capital Loans. To the extent that funds generated from
the operations of the Company are not sufficient to cover all proper operational
expenses thereof, loans to the Company for working capital purposes in such sums
reasonably determined by the Board of Directors of the Company to be necessary
to fund such operational expenses ("Operating Loans") shall be obtained and
shall be severally guaranteed (if necessary) by the Shareholders in proportion
to their then respective shareholdings in the Company. Use of any Operating
Loans or other lines of credit by the Company shall be in accordance with a
budget set by the Board of Directors of the Company.

6.5 Preemptive Rights. The Shareholders shall have preemptive rights
to subscribe and pay for any additional new shares of the Company that are
issued in the future, in proportion to their then existing respective
shareholdings in the Company. Each Shareholder shall exercise its preemptive
rights by sending written notice to the Company of its intent to subscribe for
the new shares of the Company, within fourteen (14) days of being notified by
the Company of such capital increase. In each case, the subscription of and
payment for such new shares

5.
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shall be consummated within thirty (30) days following receipt by the Company of
the Shareholder's written notice.

If either Shareholder shall not wish to subscribe for the shares
covering any capital increase, such Shareholder shall immediately notify the
Company and the other Shareholder thereof in writing, whereupon the preemptive
right of the first Shareholder shall pass to the other Shareholder and the
latter shall have the right to subscribe for all or any part of the shares not
so subscribed, and shall exercise such right in the manner set forth in the
preceding paragraph.

6.6 Securities. Unless otherwise agreed to between the Shareholders
in writing, the Company shall not issue any equity, including convertible bonds,
bonds with warrants or any other type of security, holders of which can acquire
an equity interest in the Company, without the prior approval of the Board of
Directors of the Company.

ARTICLE 7 - BUSINESS YEAR AND ACCOUNTING

7.1 Business Year. The business and tax year of the Company shall be
from April 1 to March 31 of each calendar year, provided that the first business
and tax year of the Company shall begin on the date of its incorporation and end
on the next occurring March 31.

7.2 Accountant and Financial Statements. The Company, at its expense,
shall employ an independent certified public accountant, as agreed to by the
Board of Directors of the Company, to perform an annual audit of the books and
records of the Company and to prepare any and all tax returns of the Company
required under Japanese law. Within sixty (60) days after the close of each
business year of the Company, an audited balance sheet and profit and loss
statement of the Company prepared in accordance with generally accepted
accounting principles in Japan consistently applied, together with a report of
such accountant shall be prepared in the Japanese language, translated into the
English language, and sent to each Shareholder. Any services of such accountant
other than such audit, performed at the request of either Shareholder, shall be
at the cost of the requesting Shareholder. Within thirty (30) days after the
close of each month of the business year of the Company, an unaudited balance
sheet and profit and loss statement of the Company for such month, prepared in
accordance with generally accepted accounting principles in Japan consistently
applied and certified by the chief financial officer of the Company to be true,
correct and complete in all material respects, shall be prepared in the Japanese
language, translated into the English language, and sent to each Shareholder.

6.
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7.3 Access to Books, Records and Facilities. Each of the
Shareholders, at its own expense, shall have full and complete access, through
an accountant or other agent of its choice, to the books, records and facilities
of the Company during normal business hours for the purpose of inspection,
making copies, auditing or any other purpose not inconsistent with the best
interests of the Company. The books and records of the Company will be in the
Japanese language with a summary of such records to be made available, upon
request, in the English language. The cost of preparing the English language
summary shall be borne by the Company.

7.4 Records and Books; Internal Reports. The types of records and
accounting books which the Company will maintain shall be established by the
Board of Directors of the Company in accordance with any applicable law and
shall reflect generally accepted accounting principles in Japan. Such records
and books shall be maintained at the Company's principal office or, to the
extent permitted by applicable law, at such other location as the Company's
Board of Directors shall determine. If either Shareholder shall desire any
additional information or operating reports to be generated by the Company, such
Shareholder may cause such reports to be prepared at its own expense.

7.5 Statutory Auditor. In addition to the independent certified
public accountant to be employed pursuant to Section 7.2 hereof, the Company
shall have one (1) statutory auditor to be nominated by Teijin and to be elected
by resolution of the General Shareholders' Meeting.

ARTICLE 8 - OPERATION OF THE COMPANY; ASSISTANCE;
PRODUCT DEVELOPMENT COORDINATION;
RIGHTS OF FIRST REFUSAL TO PRODUCTS

8.1 Adoption and Implementation of Operating Procedures. All
operating procedures, including, without limitation, pricing policies with
respect to the licensing/sale of the Products in the Territory, staffing and
hiring, compensation of employees, supervision of work and marketing of the
Products, shall be determined under guidelines established by action of the
Board of Directors of the Company.

8.2 Assistance to the Company. Teijin will assist the Company in the
development of its business by providing a highly qualified management, staff
and necessary facilities for the Company's operations, at a reasonable
compensation. The Company's sales and support staff shall be solely engaged in
marketing and providing services related to the Products in the Territory. PMSI
will technically assist and provide initial technical staffing to the Company.
The salaries, travel, overseas assignment (where applicable) and incidental
expenses of

7.
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all staff shall be borne by the Company while they are attached to the Company.

8.3 Product Development Coordination. Teijin agrees that, during the
term of this Agreement, it will coordinate its product development activities in
the field of computational chemistry with PMSI such that:

(a) Teijin and its subsidiaries will not, during the term of
this Agreement, engage in the development, licensing, or sale of any product
(except for "SetPro" which is currently under development and "Materia" which is
currently being sold) that Competes (as such term is defined below) with the
Products or any other software product under development or planned to be
developed by PMSI and/or PMSI Subsidiaries which are disclosed to Teijin in
writing in sufficient detail to enable Teijin to comply with the provisions of
this Section 8.3(a). For the purposes of this Agreement, two products shall be
considered to "Compete" with one another if the sale of one product to a
customer would substantially substitute for the sale of the other product to
such customer. Without limiting the obligations of the parties hereunder, Teijin
and PMSI shall consult with each other on a yearly basis to determine which
products are competitive products; and

(b) In the event that Teijin and/or any of Teijin's subsidiaries
intends to develop or develops a computational chemistry product (including, if
appropriate, "SetPro") which could be reasonably interfaced, built upon or
otherwise combined with software platforms or products of PMSI or those of PMSI
Subsidiaries, Teijin and/or the Teijin subsidiary in question shall notify PMSI
in writing and shall develop such product, in consultation with PMSI, to
integrate or otherwise be compatible with PMSI's and PMSI Subsidiaries' software
platforms or products.

8.4 Rights of First Refusal to Teijin's Products.

(a) Teijin hereby grants the Company, during the term of this
Agreement, a right of first refusal to market, license, sell or otherwise
distribute computational chemistry software products developed by Teijin or any
Teijin subsidiary under the conditions described in Section 8.3(b) above in the
Territory on an exclusive basis, and upon other terms that are substantially
equivalent to the terms granted to the Company by PMSI under the Distributorship
Agreement; provided, however, that such right of first refusal shall not extend
to products that are, as of the date hereof, marketed by Teijin or a Teijin
subsidiary.

8.
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(b) Teijin also hereby grants PMSI, during the term of this
Agreement, a right of first refusal to market, license, sell or otherwise
distribute computational chemistry products developed by Teijin or any Teijin
subsidiary in all parts of the world outside of the Territory reserved to the
Company, on an exclusive basis, and upon other terms that are substantially
equivalent to the terms of the Distributorship Agreement between PMSI and the
Company. Teijin agrees to promptly and fully disclose in good faith to PMSI all
computational chemistry products developed by Teijin or any Teijin subsidiary
and the parties shall mutually identify those products that are suitable for
distribution by PMSI pursuant to its right of first refusal hereunder.

8.5 Right of First Refusal to Teijin Systems Technology [*]

8.6 Obligation to Proceed Diligently. If the Company, PMSI, or TST
exercises its right of first refusal to market and distribute products as set
forth in Sections 8.4(a), 8.4(b) or 8.5 above, as the case may be, it shall
diligently pursue commercial distribution of such product(s). If the party
exercising such right of first refusal shall fail to diligently pursue the
commercial distribution of the product(s) for which it has acquired distribution
rights for a period of ninety (90) consecutive days in any twelve (12)-month
period after the exercise of such right of first refusal, following notice from
the other party of the same and a thirty (30)-day period to cure, the party
which developed or introduced the product(s) shall thereafter have the right to
market and distribute such product(s) in the territory in question.

8.7 Company as Exclusive Distributor. PMSI agrees that, during the
term of this Agreement, the Company shall be PMSI's sole vehicle in the
Territory for the distribution of the

* CONFIDENTIAL TREATMENT REQUESTED

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* CONFIDENTIAL TREATMENT REQUESTED

Products in the Territory as contemplated by the Distributorship Agreement.

8.8 Duty of Management to Act Impartially. Notwithstanding the
foregoing provisions, the management of the Company shall at all times act only
in the best interests of the Company. Each Shareholder hereby assures the other,
and further agrees to be responsible for ensuring, that any management or other
personnel nominated, appointed or otherwise supplied by it shall abide by the
terms of this Agreement and the Distributorship Agreement and act impartially
and in the best interests of the Company, including but not limited to
transacting on an arms'-length basis with any subdistributor, sub-agent or
value-added reseller who is directly or indirectly owned or controlled by either
Shareholder.

8.9 Employee Benefits. Employees of the Company shall receive
benefits under the benefit plans as determined under guidelines established by
action of the Board of Directors of the Company.

ARTICLE 9 - SHAREHOLDERS' MEETINGS

9.1 Shareholders' Meetings. Shareholders of the Company shall receive
notice in both the Japanese and English languages of each Shareholder's Meeting
at least fourteen (14) days before the scheduled date of such meeting. The
Company shall have at least one Ordinary General Meeting of Shareholders each
calendar year at a time and location determined by the Board of Directors of the
Company. Any Extraordinary or Special Meeting of Shareholders of the Company
shall be held from time to time at the request of a Shareholder of the Company
according to applicable law or as called for by a resolution of the Board of
Directors.

9.2 Shareholders' Resolutions. The quorum for Shareholders' Meetings
shall consist of a majority of the total outstanding shares of the Company.
Unless otherwise required by applicable law, all resolutions may be passed by an
affirmative vote of a majority of the shares present and entitled to vote;
provided that in the case of the matters listed below, unless otherwise agreed
by the Shareholders, such matters shall be submitted to the Shareholders for
approval by a special resolution of the Shareholders' Meeting, which special
resolution must be adopted by an affirmative vote of not less than two-thirds
(2/3) of the shares present and entitled to vote, unless otherwise set forth
herein:

(a) Modification or amendment of the Articles of Incorporation
of the Company;

10.
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(b) Assignment or other transfer of all or an important part of
the business of the Company, or acquisition of all or an important part of the
business of others;

(d) Dissolution and/or liquidation except as provided in Article
16 below;

(e) Payment of dividends;

(f) Dismissal of Directors of the Company;

(g) Merger or consolidation of the Company, which shall be
adopted by an affirmative vote of not less than two-thirds (2/3) of the shares
outstanding;

(h) Change in the business purposes of the Company; and

(i) Such other matters as required by law or the Articles of
Incorporation of the Company to be determined by a special resolution of the
Shareholders' Meeting.

Notwithstanding the foregoing, if at any time after the third anniversary of the
Effective Date of this Agreement, either Shareholder proposes that any of the
actions set forth in Section 9.2(b), (d), (g) or (h) above be taken, such
Shareholder shall send written notice of its proposal (the "Proposal Notice") to
the other and if such action is not adopted by the required vote of the
Shareholders within thirty (30) days following the date of the Proposal Notice,
the proposing Shareholder shall have the right to require mutual consultation
between the senior management of the Shareholders by written notice to the other
in accordance with Section 10.5 hereof.

ARTICLE 10 - MANAGEMENT OF THE COMPANY

10.1 Board of Directors. The Company shall be managed by a Board of
Directors to be composed of six (6) individuals, three (3) to be nominated by
each of PMSI and Teijin, respectively; except, however, that, for such period as
shall be mutually agreed to by the Shareholders, the Board of Directors of the
Company shall consist of four (4) members, two (2) to be nominated by each of
PMSI and Teijin, respectively. The Company shall have two (2) representative
directors, one to be appointed from the Directors nominated by PMSI and the
other from the Directors nominated by Teijin, who shall serve for such period as

11.
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shall be mutually agreed to by the Shareholders. The representative directors
shall have the authority to act severally on behalf of the Company.

10.2 Election of Directors. The Directors of the Company shall be
elected at the Shareholders' Meeting. Each party hereby agrees to vote its
shares for the candidates so nominated. The Shareholders hereby agree that if
any of the Directors dies, resigns or leaves office before the expiration of his
term, such vacancy shall be filled promptly and in any event prior to the Board
of Directors taking any major action and each Shareholder will vote its shares
so that a new Director, to be selected by the Shareholder who nominated the
departed Director, shall be elected as his successor. The Shareholders expressly
agree that the voting agreement contained in this Section 10.2 shall be
specifically enforceable. The maximum amount of compensation to be paid to the
Directors shall be determined by resolution of the Shareholders' Meeting.

10.3 Board of Directors' Meetings. Notice of Board of Directors'
meetings shall be given in both the Japanese and English languages to each
Director and the statutory auditor at least twenty (20) days before the
scheduled date of such meeting unless such notice is waived in writing by all of
the Directors and the statutory auditor. The Board of Directors shall meet at
least once every three (3) months at times and places to be mutually agreed.

10.4 Resolutions of Board of Directors Meetings. The quorum for
meetings of the Board of Directors of the Company shall be a majority of the
total number of Directors in office. The approval of a majority of the Board of
Directors present at any such meeting shall be required for any of the
following:

(a) adoption of the annual business plan (including financial
and operating plans) of the Company and any amendments thereto;

(b) changes in capital;

(c) appointment and dismissal of executive personnel, including
but not limited to a general manager and officers of the Company, and the
compensation of such officers;

(d) the entering into of any agreement between the Company and
either of Teijin and PMSI or an affiliate, director or employee of either of
them;

(e) the appointment and dismissal of any subdistributor, sub-
agent, value-added reseller or OEM under the Distributorship Agreement and the
terms of any agreement with any such subdistributor, sub-agent, value-added
reseller or OEM; and

12.
<PAGE>

(f) the setting of guidelines and approval of any changes
relating to the use of Teijin's name, PMSI's name and/or the Company logo in
advertising, brochures and related materials.

As promptly as practicable following the formation of the Company, the
Board of Directors shall pass resolutions defining the extent of authority to be
given to the Company's management in relation to approval by said management of
(i) indebtedness for borrowed money by the Company (including the guarantee of
any indebtedness by the Company) and (ii) capital expenditures of the Company.
The approval authority of the Company's management shall, at a minimum, be
reviewed by the Board of Directors once a year and, if necessary, adjusted as
the Board of Directors may deem fit.

If agreement cannot be reached on any of the matters enumerated in this
Section 10.4 above, with the exception of Section 10.4(f) above, Teijin and PMSI
shall each have the right to give written notice to the other party and request
mutual consultation between senior management of the Shareholders relating to
such matter in accordance with Section 10.5 below.

10.5 Mutual Consultation. Within thirty (30) days after notice by
either Shareholder requesting mutual consultation in accordance with the terms
of this Agreement, the Shareholders, through their respective senior management,
shall commence negotiations and shall negotiate in good faith for a period of
not less than thirty (30) and not more than ninety (90) days to accomplish a
mutually agreeable resolution of the matter. Unless otherwise agreed, senior
management of the Shareholders shall meet at least three (3) times during such
ninety (90)-day negotiation period. In the event that such matter cannot be so
resolved, this Agreement shall be terminated and the Company shall be dissolved
and liquidated in accordance with the procedures set forth in Article 16 hereof
no later than two hundred and seventy (270) days from the date of the notice
requesting mutual consultation.

10.6 Management. Teijin shall provide the management personnel for the
Company and shall nominate the President of the Company for such period as shall
be mutually agreed to by the Shareholders for approval by the Board of Directors
of the Company.

ARTICLE 11 - RESTRICTION ON TRANSFER OF SHARES

Each of the Shareholders covenants and agrees that it shall not sell,
transfer, assign, convey, pledge, encumber or in any way dispose of or create
any interest whatsoever in, any or all of its shares in the Company without the
prior written consent of

13.
<PAGE>

the other Shareholder, such consent not to be unreasonably withheld; provided,
however, that either Shareholder may freely transfer its shares in the Company
to an acquirer or successor-in-interest of all or substantially all its business
without the prior consent of the other Shareholder, subject to the condition
that the acquirer or transferee of such shares shall expressly agree in writing
to become bound by the terms of this Agreement, the Distributorship Agreement
and the Corporate License Agreement. Not less than twenty-two (22) days prior to
a Shareholder entering into a definitive and binding agreement providing for its
acquisition by, or the sale of substantially all its business to, a competitor
who is located in the territory of the other Shareholder, the Shareholder to be
acquired shall send written notice of the same to the other Shareholder. The
Shareholders shall then mutually consult at the senior management level
concerning the effect of such acquisition or sale on the Company. The purpose of
such consultation shall be to assure that the acquisition of the Shareholder in
question shall have as little impact on the conduct of the Company's business as
possible and to preserve as much as possible the conduct of the business of the
Company as it existed prior to such acquisition. The Shareholders shall cause
the Company to register with the Commercial Registry of Japan, and to have the
Articles of Incorporation of the Company contain, a statement to the effect that
any transfer of any shares of the Company is subject to the prior approval of
the Company's Board of Directors. Any transfer or attempted transfer in
violation of this Article 11 shall be null and void and of no effect.

ARTICLE 12 - RIGHT OF FIRST REFUSAL

Except where shares in the Company are to be sold or otherwise
transferred to an acquirer or successor-in-interest of all or substantially all
of either Teijin's or PMSI's business in accordance with the provisions of
Article 11 hereof, if either Teijin or PMSI desires to sell or transfer its
ownership in the Company, in whole or in part, the selling party shall first
notify the other party in writing (the "Transfer Notice") of the proposed sale
or transfer (including the price and proposed transferee). The Transfer Notice
shall be signed by both the selling party and by the proposed transferee and
shall set forth the number of shares in the Company which the selling party
proposes to transfer, together with all material terms and conditions of the
proposed transfer, and must constitute a binding commitment on both such parties
for the transfer of shares subject only to the Right of First Refusal (as
defined hereafter). The other party shall have a right of first refusal for
ninety (90) days after the date such notice is delivered to purchase the selling
party's shares in the Company at the proposed sale price (the "Right of First
Refusal"). The other party shall exercise its Right of First Refusal by giving
notice

14.
<PAGE>

of acceptance in writing to the selling party within the 90-day period provided
above. If the other party does not exercise this Right of First Refusal within
the ninety (90)-day period provided, the selling party may conclude a transfer
of the shares to the proposed transferee on the terms and conditions and for the
price set forth in the Transfer Notice, subject to the prior written consent
requirement of Article 11 hereof. Any proposed transfer on terms and conditions
different from those described in the Transfer Notice or to an entity other than
the proposed transferee identified in the Transfer Notice, as well as any
subsequent proposed transfer by the selling party, shall again be subject to the
Right of First Refusal. The transfer of any stock elected to be acquired
pursuant to the Right of First Refusal shall be consummated within forty-five
(45) days following the receipt of the written acceptance of the selling party's
offer. Any sale or transfer of any shares of stock of the Company shall be void
unless the provisions of this Article have been complied with.

ARTICLE 13 - PROFITS AND DIVIDENDS POLICY

Unless otherwise agreed by the Shareholders, the whole of the profits
of the Company shall after such provisions and reserves as may be required and
considered appropriate by the Shareholders and subject to the availability of
tax credits, be retained by the Company in respect of each business year.

ARTICLE 14 - SECRECY

14.1 Obligation of Secrecy. Without the prior written consent of the
supplying Shareholder, no receiving Shareholder, its officers, directors, agents
or employees shall, in the case of Confidential Information (as defined
hereafter) of a business nature, both during the term of this Agreement and for
a period of three (3) years after termination of this Agreement, and in the case
of all Confidential Information of a technical nature, both during the term of
this Agreement and for a period of ten (10) years after termination of this
Agreement, in any manner whatsoever disclose or communicate such information to
a third party, except as legally required by any governmental or judicial
agency, and each Shareholder agrees to keep such Confidential Information
strictly confidential. For the purpose of this Agreement, the term "Confidential
Information" shall mean and include any and all financial and other information
relating to the Company, information concerning this Agreement and its terms and
conditions and the relationship of the Shareholders hereto, business and
financial information of either Shareholder, and technical information relating
to the Products (including, without limitation, design specifications,
instructions and know-how) acquired either directly or indirectly by either
Shareholder

15.
<PAGE>

hereunder; provided, however, that all such Confidential Information shall be
clearly marked as "confidential" and the term "Confidential Information" shall
not include any information which:

(a) has become or entered the public domain through no fault of
the receiving party; or

(b) was in the demonstrable possession of the receiving party
prior to or at the time of receipt hereunder; or

(d) has been independently developed by the receiving party
without violation of its obligations under this Agreement, and which independent
development is properly documented by such party.

This Section 14.1 shall in no way supersede the respective
confidentiality and non-use provisions of any of the agreements attached as
Exhibits to this Agreement, and the confidentiality and non-use provisions in
any such agreement shall prevail over the provisions of this Section 14.1 with
respect to that agreement.

14.2 Obligation Not to Use. Each Shareholder agrees that it shall not
use any Confidential Information obtained from the other Shareholder or from the
Company for any purpose whatsoever except in a manner expressly provided for in
this Agreement; provided, however, that in the event this Agreement is
terminated for any reason other than breach by a Shareholder, the Shareholders
may freely use Confidential Information relating to or of the Company but not of
either Shareholder; provided, further, however, that in the event this Agreement
is terminated for breach by either Shareholder, only the non-breaching
Shareholder shall be entitled to use Confidential Information relating to or of
the Company but not of either Shareholder.

14.3 Observance by Company. Each of the Shareholders agrees to cause
the Company to abide and be bound by the confidentiality and non-use obligations
of Sections 14.1 and 14.2 hereof for the periods specified in Section 14.1 and
subject to the exceptions set forth in Section 14.2 above.

14.4 Indemnity; Injunctive Relief. Each Shareholder shall indemnify
and hold the other harmless from any loss, liability and expenses suffered by
the other Shareholder as a result of any unauthorized disclosure, communication
or use of any Confidential Information by the receiving Shareholder, its
officers, directors, employees or agents. The Shareholders acknowledge that
irreparable injury will result to the other in the event of

16.
<PAGE>

a breach or threatened breach of any of the provisions of this Article and agree
that in the event of a breach or threatened breach, the complaining Shareholder
shall be entitled, in addition to any other available remedy, to seek injunctive
and other equitable relief from a court of competent jurisdiction. The
obligations contained in Sections 14.1, 14.2, 14.3 and 14.4 of this Article
shall survive the termination of this Agreement.

ARTICLE 15 - TERMINATION

15.1 Termination. This Agreement may be terminated in writing by a
Shareholder in the event of the occurrence of any one or more of the following:

(a) the other Shareholder fails to perform any material
obligation of this Agreement or any of the agreements attached as an Exhibit to
this Agreement and such default is not cured within sixty (60) days after
written notice of the default made by the other Shareholder;

(b) the other Shareholder shall be dissolved or liquidated due
to adverse financial conditions, be declared bankrupt or insolvent, or becomes a
party for more than ninety (90) days to proceedings or arrangements involving
liquidation, receivership, reorganization or the settlement of its debts, except
for any action instituted by the other Shareholder, and the non-affected
Shareholder gives written notice to such Shareholder that it wishes to terminate
this Agreement. A Shareholder subject to any of the events described herein
shall promptly notify the other Shareholder of its occurrence in writing;

(c) mutual consultation between the Shareholders in accordance
with Section 10.5 hereof fails to resolve the matter(s) being negotiated within
the period specified therein;

(d) the acquisition by either Teijin or PMSI of all of the
shares of the Company;

(e) the Company is declared bankrupt by a court of competent
jurisdiction or is the subject of a final decision for the commencement of
corporate reorganization procedures;

(f) the Shareholders agree that, taking into account all
pertinent market conditions, the performance of the Company does not justify its
continued existence; and

(g) the accumulated deficit of the Company exceeds [*]
and mutual consultation between the Shareholders in the manner set forth in

17.

* CONFIDENTIAL TREATMENT REQUESTED
<PAGE>

Section 10.5 fails to resolve the deficit issue within ninety (90) days of such
deficit being incurred.

15.2 Effect of Termination. Upon the termination of this Agreement for
any reason, the Distributorship Agreement shall terminate forthwith.
Notwithstanding the foregoing, PMSI agrees that if this Agreement is terminated
under Section 15.1(a) for a breach or default by PMSI in its obligations, PMSI
shall continue to provide technical support and updating services to customers
of the Company and TST for a minimum period of two (2) years following the date
of such termination.

ARTICLE 16 - DISSOLUTION

16.1 Events Triggering Dissolution. If an event described in Sections
15.1 (a), (b), (c), (e), (f) or (g) occurs, the Shareholders shall effect a
liquidation of the Company as promptly as possible and the Company shall
immediately commence to wind up its affairs. Nothing in this Article 16 shall
relieve a Shareholder who has breached this Agreement from its liability for
damages incurred by the other Shareholder due to such breach.

16.2 Management of Company During Winding Up. During the period of the
winding up of the affairs of the Company, the rights and obligations of the
Shareholders set forth herein with respect to the management of the Company
shall continue. For purposes of winding up, the Shareholders shall continue to
act as such and shall make all decisions relating to the conduct of any business
or operations during the winding up period and to the sale or other disposition
of the Company's assets; provided that if the termination of the Company results
from an event described in Sections 15.1(a) (material breach) or 15.1(b)
(bankruptcy) above (an "Event"), the Shareholder subject to such Event shall
have no further right to participate in the management or affairs of the Company
or to vote on shareholder decisions but shall nonetheless be bound by all
decisions made by the non-Event Shareholder. Each Shareholder hereby waives any
claim it may have against the non-Event Shareholder that may arise out of
management by such Shareholder of the Company, so long as such Shareholder acts
in good faith.

16.3 Distribution of Assets. The assets of the Company shall be
applied or distributed upon dissolution in the following order of priority:

(a) First, in payment of debts and obligations of the Company to
third parties which shall include Teijin and/or PMSI as the holder of any
secured loan;

(b) Second, in payment of debts and obligations of the Company
to Teijin and/or PMSI;

18.
<PAGE>

(c) Last, the balance, if any, to the Shareholders in proportion
to their respective ownership percentages in the Company.

In the event that the liabilities of the Company exceed its assets at
the time of dissolution under this Article, the Shareholders shall contribute
such additional capital as necessary to cover any debts, expenses or other
liabilities of the Company in proportion to their then existing ownership
interests in the Company.

16.4 Documents and Records. All documents and records of the Company
including, without limitation, all financial records, vouchers, cancelled checks
and bank statements, shall be delivered to Teijin upon termination of the
Company unless the Company has been purchased by PMSI pursuant to Article 12
hereof, in which case such delivery shall be made to PMSI. Unless otherwise
agreed, the Shareholders, as appropriate, shall retain such documents and
records for a period of not less than ten (10) years and shall make such
documents and records available during normal business hours to the other for
inspection and copying at such other's cost and expense. In the event any
Shareholder ("Withdrawing Venturer") for any reason ceases as provided herein to
be a Shareholder at any time prior to termination of the Company, and the
Company is continued without the Withdrawing Venturer, the other Shareholder
("Surviving Venturer") agrees that said documents and records of the Company up
to the date of the termination of the Withdrawing Venturer's interest shall be
maintained by the Surviving Venturer, its successors and assigns, for a period
of not less than ten (10) years thereafter; provided, however, that if there is
an audit or threat of audit, such documents and records shall be retained until
the audit is completed and any tax liability finally determined. Said documents
and records shall be available for inspection, examination and copying by the
Withdrawing Venturer at its expense and upon reasonable written notice.

ARTICLE 17 - REPRESENTATIONS, WARRANTIES AND COVENANTS

17.1 Representations, Warranties and Covenants of PMSI. To induce
Teijin to enter into this Agreement, PMSI represents, warrants and covenants
to Teijin as follows:

(a) PMSI is a corporation duly organized, validly existing and
in good standing under the Laws of the State of Delaware, has the lawful power
to own its properties and to engage in the business it conducts, and is duly
qualified and in good standing as a foreign corporation in all jurisdictions
where failure to qualify would materially adversely affect PMSI in the
performance of this Agreement. PMSI will take all actions

19.
<PAGE>

necessary to maintain this status throughout the term of this Agreement;

(b) The making and performance of this Agreement, the
Distributorship Agreement, and the Corporate License Agreement by PMSI will not
(with the passage of time, the giving of notice, or both) violate the Articles
of Incorporation or Bylaw provisions of PMSI, or result in a default under a
contract, agreement, or instrument to which PMSI is a party or by which PMSI or
its property is bound;

(c) PMSI has the corporate power and authority to enter into and
perform this Agreement, the Distributorship Agreement, and the Corporate License
Agreement, and to incur the obligations herein and therein provided for, and has
taken all corporate action necessary to authorize the execution, delivery, and
performance of this Agreement, the Distributorship Agreement, and the Corporate
License Agreement;

(d) This Agreement, the Distributorship Agreement, and the
Corporate License Agreement when delivered will be valid, binding and
enforceable in accordance with their respective terms, subject only to
bankruptcy, insolvency, or other similar laws affecting the enforcement of
creditor's rights; and

(e) PMSI is acquiring stock in the Company for investment
purposes only and not for distribution.

17.2 Representations, Warranties and Covenants of Teijin. To induce
PMSI to enter into this Agreement, Teijin represents, warrants and covenants to
PMSI as follows:

(a) Teijin is a corporation duly organized, validly existing and
in good standing under the laws of Japan, has the lawful power to own its
properties and to engage in the business it conducts and is duly qualified and
in good standing as a foreign corporation in all jurisdictions where failure to
qualify would materially adversely affect Teijin in the performance of this
Agreement. Teijin will take all actions necessary to maintain this status
throughout the term of this Agreement;

(b) The making and performance of this Agreement and the
Corporate License Agreement by Teijin will not (with the passage of time, the
giving of notice, or both) violate the Articles of Incorporation of Teijin, or
result in a default under a contract, agreement, or instrument to which Teijin
is a party or by which Teijin or its property is bound;

20.
<PAGE>

(c) Teijin has the corporate power and authority to enter into
and perform this Agreement and the Corporate License Agreement, and to incur the
obligations herein and therein provided for, and has taken all corporate action
necessary to authorize the execution, delivery, and performance of this
Agreement and the Corporate License Agreement;

(d) This Agreement and the Corporate License Agreement when
delivered will be valid, binding and enforceable in accordance with their
respective terms, subject only to bankruptcy, insolvency, or other similar laws
affecting the enforcement of creditor's rights; and

(e) Teijin is acquiring stock in the Company for investment
purposes only and not for distribution.

ARTICLE 18 - GOVERNING LAW AND LANGUAGE; DISPUTE RESOLUTION

18.1 Governing Law and Language. This Agreement is made in accordance
with and shall be governed and construed under the laws of Japan; provided that
to the extent that any Exhibit hereto contains its own choice of law provision,
the terms of that choice of law provision shall govern and prevail over this
provision with respect to any dispute under the Exhibit in question. This
Agreement has been negotiated and executed in the English language, and the
rules of construction and definitions of the English language shall be applied
in interpreting this Agreement. Unless otherwise specifically required
hereunder, all notices and other communications required or permitted under this
Agreement shall be written in the English language.

18.2 Dispute Resolution. If a dispute arises between the Shareholders
arising out of or in relation to this Agreement, the Shareholders shall use all
reasonable efforts to resolve the dispute through good faith discussions. If a
dispute arises between the Company and PMSI arising out of or in relation to
this Agreement or the Distributorship Agreement, Teijin shall act on behalf of
the Company in the following dispute resolution process. The senior management
of each Shareholder commits itself to respond promptly to any and all such
disputes. In the event that the Shareholders are unable, after exerting all
reasonable efforts, to resolve the said dispute(s), the said dispute(s) shall be
finally settled through binding arbitration on the following basis:

(a) The arbitration shall be conducted by a panel of three (3)
arbitrators under the International Arbitration Rules of the American
Arbitration Association then in force, by which each Shareholder and the Company
agrees to be bound. Within thirty (30) days after notice of arbitration has been
given, each of the Shareholders shall appoint one (1) arbitrator. The

21.
<PAGE>

arbitrators appointed by the Shareholders shall then appoint a third arbitrator,
who shall serve as the presiding arbitrator.

(b) If demand for arbitration is made by Teijin (either for
itself or on behalf of the Company), the place of arbitration shall be Boston,
Massachusetts, U.S.A, and if demand for arbitration is made by PMSI, the place
of arbitration shall be Tokyo, Japan.

(d) Any arbitrator may be of any nationality, and need not be a
lawyer or hold any other professional status or membership.

(e) The arbitral award shall be rendered in writing, shall state
the reasons for the award, and shall be final and binding upon the Shareholders
(and the Company, as the case may be). In no event shall the arbitral award
include a sum for punitive damages.

(f) Judgment upon any award may be entered by any court of
competent jurisdiction, or application may be made to such a court for judicial
acceptance of the award and any appropriate order including enforcement.

(g) Each of the Shareholders shall bear its own expenses and
attorneys' fees (and Teijin shall bear the Company's expenses and attorneys'
fees in the case where Teijin is acting on behalf of the Company) in connection
with the arbitration.

ARTICLE 19 - ENFORCEMENT

19.1 Severability. In the event that any provision of this Agreement,
or any portion thereof, shall be held invalid, illegal or unenforceable under
applicable law, the remainder of this Agreement shall remain valid and
enforceable.

19.2 Waiver of Obligation. Either Shareholder may waive or reduce in
writing any obligation of or restriction upon the other under this Agreement.

19.3 Specific Performance/Injunctive Relief. Nothing contained herein
shall bar a Shareholder's right to obtain specific performance of the provisions
of this Agreement and injunctive relief against threatened conduct that will
cause loss or damages, under customary equity rules, including applicable rules
for obtaining restraining orders and preliminary injunctions.

22.
<PAGE>

19.4 Rights of Shareholders are Cumulative. The Shareholders' rights
hereunder are cumulative and no exercise or enforcement by a Shareholder of any
right or remedy hereunder shall preclude the exercise or enforcement by such
Shareholder of any other right or remedy, hereunder or otherwise, which such
Shareholder is entitled by law to enforce.

19.5 Third Parties. Nothing in this Agreement is intended, nor shall
be deemed, to confer any rights or remedies upon any person or legal entity not
a party hereto.

ARTICLE 20 - GENERAL TERMS

20.1 Assignment. The rights, duties and obligations under this
Agreement shall not be assignable by either Shareholder without the prior
written consent of the other Shareholder. This Agreement shall be binding upon
and inure to the benefit of the Shareholders and their respective legal
representatives, heirs, administrators, executors, successors and permitted
assigns.

20.2 Amendment. This Agreement may be amended only by a written
instrument signed by duly authorized representatives of each of the
Shareholders.

20.3 Notices. All notices and other communications required or
permitted to be given under this Agreement shall be in writing, in the English
language, and shall be effective when delivered personally, or three (3)
business days after being properly sent by commercial overnight carrier, or two
(2) business days after being transmitted by telex or facsimile transmission, or
ten (10) days after being mailed if sent by registered or certified airmail
postage prepaid and addressed to the Shareholder at its address set forth below,
unless by such notice a different person, address or number shall have been
designated for giving notice hereunder:

If to PMSI to:

Polygen Corporation
200 Fifth Avenue
Waltham, Massachusetts 02154
U.S.A.
Attention: Michael J. Savage
President

23.
<PAGE>

If to Teijin, to:

Teijin Limited
Iino Building
1-1, Uchisaiwai-cho 2-chome
Chiyoda-ku
Tokyo 100
Japan
Attention: Takehisa Tokunaga
Manager, Information System
Development Department

20.4 Compliance by Company. Each Shareholder agrees to cause the
Company to perform all acts which may be required of the Company under the
provisions of this Agreement, including but not limited to the provisions of
Section 8.5 (Right of First Refusal to TST) and Article 14 (Secrecy) hereof. A
copy of this Agreement shall be filed in the records of the Company and the
Shareholders shall cause the Company to be bound by all provisions applicable to
it.

20.5 Entire Agreement. This Agreement, together with all the Exhibits
attached hereto and incorporated herein by reference, constitutes the entire,
final, complete and exclusive agreement between the parties hereto and
supersedes all previous agreements, communications and/or representations,
written or oral, with respect to the subject matter hereof.

20.6 Force Majeure. Neither Shareholder shall be liable to the other
for its failure to perform any of its obligations under this Agreement during
any period in which such performance is delayed because rendered impractical or
impossible due to circumstances beyond its reasonable control, provided that the
party experiencing the delay promptly notifies the other of the delay.

20.7 Headings. The headings in this Agreement are for convenience of
reference only and shall not limit or otherwise affect any of the terms or
provisions of this Agreement.

20.8 Counterparts. This Agreement may be signed in counterparts, each
of which shall be deemed an original but all of which shall constitute one and
the same instrument.

20.9 Export Compliance. The Shareholders acknowledge that each must
comply with rules and laws of their respective governments relating to
restriction on exports and that their obligations hereunder are conditional upon
such compliance. Each Shareholder agrees to use its best efforts to obtain any
export license, letters of assurance or other documents necessary in the future
with respect to the transfer of technology covered by this Agreement and the
agreements which are Exhibits hereto.

24.
<PAGE>

20.10 Parties Advised by Counsel - No Interpretation Against Drafter.
This Agreement has been negotiated between unrelated parties who are
sophisticated and knowledgeable in the matters contained in this Agreement and
who have acted in their own self interest. In addition, each Shareholder has
been represented by legal counsel. Accordingly, any rule of law, including
Section 1654 of the California Civil Code, as well as any other statute, law,
ordinance, or common law principles or other authority of any jurisdiction of
similar effect, or legal decision that would require interpretation of any
ambiguities in this Agreement against the party who has drafted it is not
applicable and is hereby waived. The provisions of this Agreement shall be
interpreted in a reasonable manner to effect the purpose of the Shareholders,
and this Agreement shall not be interpreted or construed against any party to
this Agreement because that party or any attorney or representative for that
party drafted this Agreement or participated in the drafting of this Agreement.

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

POLYGEN CORPORATION

By: /s/ MICHAEL J. SAVAGE
-------------------------
Name: Michael J.Savage
Title: President

Teijan Limited

By: /s/ HIROSHI ITAGAKI
-------------------------
Name: Hiroshi Itagaki
Title: President and
Chief Executive Officer

25.
<PAGE>

LIST OF EXHIBITS

Exhibit A Distributorship Agreement

Exhibit B Common Stock Purchase Agreement

Exhibit C Corporate License Agreement

Exhibit D-2 English Translation of Articles of Incorporation
of the Company

26.
<PAGE>

Exhibit A

DISTRIBUTORSHIP AGREEMENT
___________ , 1992

between

POLYGEN CORPORATION

and

TEIJIN MOLECULAR SIMULATIONS INCORPORATED

<PAGE>

TABLE OF CONTENTS

Page

1. DEFINITIONS .................................................. 1
(a) "Agreement".......................................... 1
(b) "Customer" .......................................... 2
(c) "Documentation"...................................... 2
(d) "End User License Agreement" ........................ 2
(e) "PMSI Customers" .................................... 2
(f) "Software" .......................................... 2
(g) "Subdistributor...................................... 2
(h) "Sublicense" ........................................ 2
(i) "Territory".......................................... 2
(j) "Trademarks" ........................................ 2

2. APPOINTMENT AND GRANT OF LICENSE.............................. 2
(a) Distributor License.................................. 2
(b) Limited Demonstration/Training/Support License ...... 3
(c) Documentation License................................ 3
(d) Grant of Right to Sublicense ........................ 4
(e) General License Provisions .......................... 4
(f) Exclusivity.......................................... 5

3. ORDER PROCEDURE AND SHIPMENT AND DELIVERY TERMS .............. 6
(a) Orders .............................................. 6
(b) Shipping and Delivery................................ 6
(c) Cancellation of Orders .............................. 7
(d) Localization and Shipment from Japan ................ 7

4. PRICES (LICENSING FEES) AND PAYMENT TERMS .................... 7
(a) Licensing Fees ...................................... 7
(b) Taxes................................................ 8
(c) Payment Schedule .................................... 8
(d) Installation Fees.................................... 8
(e) Maintenance Fees .................................... 8
(f) Discounts to Subdistributors and Customers .......... 9
(g) Hardware ............................................ 9

5. OBLIGATIONS AND FUNCTIONS OF THE COMPANY...................... 9
(a) Management and Support of Distribution .............. 9
(b) Relationship with Subdistributors.................... 9
(c) Adequate Company Facilities and Customer Satisfac-
tion ................................................ 10
(d) Promotion and Marketing.............................. 10
(e) Contract Services.................................... 10
(f) Porting.............................................. 10

i.
<PAGE>

(g) OEM Arrangements ....................................... 10
(h) Company's General Businesslike Conduct ................. 11
(i) Technical Support and Other Staff....................... 11
(j) Installation ........................................... 11
(k) Keeping PMSI Informed................................... 11
(l) Reports and Forecasts................................... 11
(m) Competing Representations............................... 11

6. OBLIGATIONS OF PMSI ............................................. 12
(a) Availability of Documentation........................... 12
(b) Training ............................................... 12
(c) Developments ........................................... 12
(d) Third Party OEM Arrangements ........................... 12
(e) Maintenance Upon Termination ........................... 12
(f) Bug Fixes............................................... 13

7. WARRANTIES, DISCLAIMERS AND LIMITATIONS OF LIABILITY............. 13
(a) PMSI's Warranty......................................... 13
(b) Warranty Disclaimers and Limitations ................... 13
(c) No Warranty Pass-Through ............................... 13
(d) Limitation of Liability................................. 13

8. INDEMNITY ....................................................... 14
(a) Proprietary Rights ..................................... 14
(b) Other Indemnity......................................... 15

9. PROPRIETARY RIGHTS............................................... 15
(a) Ownership of Proprietary Rights......................... 15
(b) No Modification......................................... 15
(c) Trademarks and Trade Names ............................. 15
(d) Nondisclosure and Non-Use............................... 16

10. COMPLIANCE WITH LAWS............................................. 17
(a) Export Law Compliance................................... 17
(b) Foreign Corrupt Practices Act........................... 18
(c) Licenses and Permits ................................... 18

11. EFFECTIVE DATE, TERM, TERMINATION AND EFFECT OF
TERMINATION ..................................................... 18
(a) Effective Date ......................................... 18
(b) Term ................................................... 18
(c) Termination by Either Party............................. 19
(d) Termination by PMSI..................................... 19
(e) No Other Rights Upon Termination ....................... 19
(f) Effect of Termination................................... 19
(g) The Company's Duties Upon Termination................... 20

ii.
<PAGE>

12. GENERAL TERMS.................................................... 21
(a) Assignment.............................................. 21
(b) Benefits and Binding Nature of Agreement................ 21
(c) Entire Agreement........................................ 21
(d) Force Majeure .......................................... 21
(e) Notice.................................................. 21
(f) Governing Law and Official Language .................... 22
(g) Dispute Resolution...................................... 22
(h) Waiver.................................................. 23
(i) Severability............................................ 23
(j) Rights and Remedies Cumulative.......................... 23
(k) No Agency - Independent Contractors .................... 23
(l) Captions and Section References ........................ 23
(m) Counterparts............................................ 24
(n) No Limitation on Supplier PMSI.......................... 24
(o) Parties Advised by Counsel -- No Interpretation
Against Drafter ........................................ 24
(p) Authority to Enter Into and Execute Agreement .......... 24

APPENDICES

Appendix A: Software
Appendix B: Polygen (PMSI) Standard Software License
Agreement
Appendix C: Price List
Appendix D: Wire Transfer (Bank) Information
Appendix E: PMSI Trademarks

iii.
<PAGE>

DISTRIBUTORSHIP AGREEMENT

This Distributorship Agreement is made and entered into as of the ___
day of _____, 1992, by and between Polygen Corporation (doing business as
Polygen Molecular Simulations Incorporated), a Delaware corporation, having its
principal place of business at 200 Fifth Avenue, Waltham, Massachusetts 02154,
U.S.A. ("PMSI") and Teijin Molecular Simulations Incorporated, a corporation
organized under the laws of Japan, with its principal place of business at 1-1,
Uchisaiwai-cho 2-chome, Chiyoda-ku, Tokyo 100, Japan ("the Company").

RECITALS

A. PMSI and Teijin Limited, a corporation organized under the laws of
Japan with its principal office at 6-7, Minamihommachi 1-chome, Chuo-ku, Osaka
541, Japan ("Teijin") have entered into a Joint Venture Agreement dated as of
February 14, 1992 (the "Joint Venture Agreement"), pursuant to which the Company
was organized as a joint venture corporation under the laws of Japan.

B. PMSI and its subsidiaries are engaged in the design, development and
licensing of proprietary computational chemistry software products and related
documentation.

C. It was contemplated by PMSI and Teijin under the Joint Venture
Agreement that the Company be appointed as PMSI's exclusive distributor in the
Territory (as defined below) of the Software (as defined below).

D. PMSI is willing to grant to the Company an exclusive right to market
and sublicense the Software and related documentation in the Territory,
subject to the terms and conditions set forth in this Agreement.

THEREFORE, in consideration of the premises and mutual covenants herein
contained, the parties hereto agree as follows:

AGREEMENT

1. DEFINITIONS.

For the purpose of this Agreement, the following terms shall have the
following meanings unless otherwise required by the context:

(a) "Agreement" shall mean this Distributorship Agreement as it may be
amended from time to time.

1.
<PAGE>

(b) "Customer" shall mean any third party user to whom the Company has,
in accordance with the terms of this Agreement and the End User License
Agreement, granted the right to use the Software.

(c) "Documentation" shall mean the standard user documentation and
sales support materials which PMSI has published or may publish during the term
of this Agreement.

(d) "End User License Agreement" shall mean the Company's standard end
user license agreement, pursuant to which Customers are Sublicensed by the
Company the right to use the Software. Pursuant to Section 2(d)(ii) hereof, the
End User License Agreement shall contain terms that are substantially the same
as those found in PMSI's Standard Software License Agreement, a current copy of
which is attached hereto as Appendix B.

(e) "PMSI Customers" shall mean any third party user in the Territory
to whom PMSI or PMSI's agent has granted the right to use the Software prior to
the Effective Date hereof.

(f) "Software" shall mean the computational chemistry software products
marketed by PMSI or PMSI's subsidiaries and licensed hereunder, to be provided
in machine readable (object code) form, and set forth on Appendix A attached
hereto, as such Appendix A may be amended from time to time by PMSI and the
Company in accordance with Section 2(a) below.

(g) "Subdistributor" shall mean any subdistributor, agent or value-
added reseller authorized by the Company to distribute the Software.

(h) "Sublicense" shall mean the non-exclusive, non-transferable right
(unless otherwise stated) to sublicense (without the further right to
sublicense) Software pursuant to the End User License Agreement.

(i) "Territory" shall mean the entire country of Japan, which Territory
may be expanded from time to time by mutual agreement of PMSI and Teijin to
include other countries in the Asian Pacific Rim such as Korea and Taiwan.

(j) "Trademarks" shall mean any trademark which PMSI owns or has right
to use as may be designated by PMSI from time to time.

2. APPOINTMENT AND GRANT OF LICENSE.

(a) Distributor License. Subject to the terms and conditions
contained herein, PMSI hereby grants to the Company, and the Company hereby
accepts, the exclusive, non-transferable and indivisible right to market the
Software in the Territory during

2.
<PAGE>

the term hereof solely for distribution to Customers located in the Territory.
The Company shall have no right to assign or otherwise transfer any or all of
its rights under this Agreement except as may be otherwise provided in Section
2(d) hereof with respect to the licensing and sublicensing of Customers. It is
the intention of the parties to amend Appendix A of this Agreement from time to
time to include within the definition of "Software" under this Agreement, all
computational chemistry software products that are developed or marketed by PMSI
or its subsidiaries in the future during the term of this Agreement, including
extensions of, replacements for, or improvements of the software products
presently enumerated on Appendix A; provided, however, that PMSI may at its
option exclude from "Software" and the scope of this Agreement, software
products for which it does not have distribution rights for the Territory due to
limitations or restrictions imposed by the licensor or party providing such
software products to PMSI. Notwithstanding the grant of exclusivity under this
Section 2(a), PMSI may, upon prior notice to the Company, license Software to
third parties outside the Territory who will bundle the Software with hardware
and distribute those bundled products in the Territory, provided that such
bundling shall be on an OEM basis.

(b) Limited Demonstration/Training/Support License. PMSI hereby grants
and the Company hereby accepts, subject to the terms and conditions specified
herein, an exclusive license, except for licenses to use the Software for
demonstration and support activities that have been or may be granted by PMSI to
OEM's or computer manufacturers, to use in the Territory, during the term
hereof, the Software for demonstration and technical support of the Software,
and for training of Company and Subdistributor personnel on the Software.

(c) Documentation License. PMSI hereby grants and the Company hereby
accepts, subject to the terms and conditions specified herein, an exclusive
license, except for licenses to use the Documentation for demonstration and
support activities that have been or may be granted by PMSI to OEM's or computer
manufacturers, to use the Documentation in the Territory during the term hereof
for the purpose of enabling the Company to carry out its sublicensing and
support obligations to PMSI Customers and Customers under this Agreement. The
Company may, at its expense, translate, copy and repackage the Documentation as
is necessary in connection with its Sublicensing of the Software pursuant to
Section 2(d) hereof. All translations of the Documentation shall, pursuant to
Section 2(e)(i) hereof, include PMSI copyright and other proprietary rights
notices. PMSI shall retain title to and ownership of any such translations of
the Documentation.

3.
<PAGE>

(d) Grant of Right to Sublicense.

(i) The licenses granted under this Agreement are non-transferable,
except that the Company is hereby authorized to grant Sublicenses to Customers
of the Company or to Customers of Subdistributors for use of the Software on any
appropriate platform on the terms and conditions set forth below. Sub-licenses
of the Software may only be granted to Customers who represent that they shall
not use the Software to provide any service bureau or consulting service to any
third party, or to re-export the Software without first obtaining written
permission from PMSI. Software provided to Customers shall be in
machine-readable (object) code.

(ii) Until termination of this Agreement, the Company shall
Sublicense and provide the Software and Documentation to Customers pursuant only
to the terms of an End User License Agreement. Promptly following the execution
of this Agreement, the Company shall, at its expense, develop an End User
License Agreement in the Japanese language, together with an English language
translation of the same, which End User License Agreement shall contain terms
that are substantially equivalent to those set forth in PMSI's Standard Software
License Agreement (Appendix B hereto). Without prejudice to the generality of
the foregoing, and in addition to such terms, the End User License Agreement
shall expressly provide that: (x) the End User License Agreement (and any
related software maintenance agreement) between the Customer and the Company
shall be automatically assigned to PMSI or PMSI's designee in the event of
termination of this Agreement for any reason, and (y) the terms of the End User
License Agreement shall govern and control in the event of any inconsistency
between its terms and those of any purchase order between the Customer and the
Company. The Company shall provide PMSI with copies of its End User License
Agreement and the English translation thereof for PMSI's written approval. The
Company shall not transfer Software to a Customer unless and until the Company
shall have obtained a signed copy of the End User License Agreement from the
Customer, and the Company agrees to obtain prior written approval from PMSI to
any modifications or changes to the pre-approved End User License Agreement.

(iii) The Company agrees to use its reasonable commercial efforts
to ensure that each Customer sublicensed pursuant to this Agreement continues to
comply with the terms of the End User License Agreement. The Company shall
maintain adequate Customer records which may be inspected by PMSI during regular
business hours upon reasonable prior written notice.

(e) General License Provisions. All licenses granted herein shall be
further subject to the following:

4.
<PAGE>

(i) The Software and Documentation and any copies thereof shall
in all cases remain the exclusive property of PMSI. The Company agrees to
reproduce and include any PMSI copyright notices and other legends both in and
on every copy of the Software or Documentation in every form, including partial
copies and modifications of the Software.

(ii) Except as expressly set forth in Sections 2(c) and 6(a)
hereof, the Company agrees not to copy, provide, or otherwise make available any
of the Software or Documentation, in whole or in part in any form, to any person
other than employees of the Company, Subdistributors and Customers as provided
for in this Section 2. The Company agrees to take appropriate action by
instruction, agreement, or otherwise with the Company's employees or other
persons permitted access hereunder to the Software or Documentation to satisfy
its obligations under this Agreement with respect to the use, copying,
modification, protection, and security of the Software and Documentation.

(iii) The Company agrees not to license or ship any Software to any
person in the Territory which the Company knows or has reason to know, based
upon information provided to it by the licensee at the time of grant of such
license, will cause or permit the Software ultimately to be shipped, licensed or
used outside of the Territory.

(f) Exclusivity. The grant by PMSI to the Company of certain
"exclusive" rights with respect to the Territory shall mean that, unless
otherwise expressly permitted herein, PMSI shall have no right to, directly or
indirectly, exercise, or permit third parties to exercise, those rights in the
Territory. This shall mean, without limitation, that, without the express
written consent of the Company, PMSI:

(i) shall not itself license or ship any Software to any person
in the Territory; and

(ii) shall not license or ship any Software to any person outside
of the Territory which PMSI knows or has reason to know, based upon information
provided to it by the licensee at the time of grant of such license, will cause
or permit the Software ultimately to be shipped, licensed or used in the
Territory;

(iii) provided, however, that PMSI may:

(x) grant licenses to OEM or computer manufacturers to use
the Software and Documentation for demonstration and support activities; and

(y) grant corporate licenses to third parties outside of the
Territory; provided, however, that in the event

5.
<PAGE>

PMSI grants a corporate license to a third party located outside of the
Territory that has subsidiaries or facilities in the Territory, and if, at the
time of entering into such corporate license, PMSI has a reasonable belief that
a significant level (if any) of licenses will be shipped into the Territory as a
consequence of such corporate license, PMSI and the Company shall determine in
good faith the manner in which revenues arising from such third party corporate
license are to be divided between PMSI and the Company. Similarly, in the event
the Company grants a corporate license to a third party located in the Territory
that has subsidiaries or facilities outside of the Territory, and if, at the
time of entering into such corporate license, the Company has a reasonable
belief that a significant level (if any) of licenses will be shipped outside of
the Territory as a consequence of such corporate license, the Company and PMSI
shall determine in good faith the manner in which revenues arising from such
third party corporate license are to be divided between the Company and PMSI.

PMSI shall cause PMSI's subsidiaries to comply with the foregoing provisions and
limitations with respect to any Software which they have, directly or
indirectly, licensed to the Company hereunder.

3. ORDER PROCEDURE AND SHIPMENT AND DELIVERY TERMS.

(a) Orders. The Company shall submit written purchase orders for
Software in accordance with the then current order processing procedures of PMSI
as designated from time to time by PMSI. All purchase orders placed with PMSI
for Software shall be subject to acceptance by PMSI at its principal place of
business, such acceptance not to be unreasonably withheld. PMSI shall use
reasonable efforts to meet the resale requirements of the Company and to make
deliveries in accordance with the delivery date on orders so accepted, but PMSI
shall not be liable to the Company, any Subdistributor or Customer or to any
other party, for PMSI's delay in delivery or failure to deliver any products
that are under development by PMSI at the time an order is received. If the
Company manufactures and packages Software in Japan by replicating "master"
copies of the Software and Documentation provided by PMSI, instead of submitting
purchase orders for each copy of the Software and Documentation to PMSI, the
Company shall, within eight (8) business days of the end of each calendar month,
and in addition to the reports required under Section 5(l) hereof, report to
PMSI the date of shipment and quantity of such Software shipped during such
month and the fees for such Software received from PMSI Customers, Customers and
Subdistributors during such month.

(b) Shipping and Delivery. The following shipping and delivery
procedures shall apply to Software and Documentation ordered by the Company from
PMSI pursuant to Section 3(a) above,

6.
<PAGE>

but shall not apply to Software and Documentation that is manufactured and
packaged by the Company in Japan for shipment directly to PMSI Customers,
Customers and Subdistributors in the Territory. In the absence of specific
instructions from the Company, the shipping and packaging method used will be at
the discretion of PMSI. Deliveries shall be made F.O.B. (as defined in Incoterms
1990, Publ. No. 460 of the International Chamber of Commerce) from PMSI's
warehouse or manufacturing facility, and shall be shipped to the Company's
address as first set forth in this Agreement. Unless the Company's order
specifies the name of a carrier, PMSI will select the carrier. PMSI shall bear
the risk of loss until such time as a shipment has been placed on board the
carrier, at which time the risk of loss shall be borne by the Company. Any
claims for damage or loss in transit shall be placed by the Company through the
carrier. All shipments will be shipped by PMSI freight collect, or if prepaid,
such freight will be subsequently billed to the Company, and the Company will
reimburse PMSI for such freight in accordance with Section 4 below. PMSI
reserves the right to deliver in advance of estimated delivery dates.

(c) Cancellation of Orders. The Company may cancel any order (or part
thereof) for Software by giving PMSI written notice of such cancellation.

(d) Localization and Shipment from Japan. The Company will as soon as
practical, at its expense, develop a Japanese language version of the
Documentation and/or manufacture, package and ship the Software to PMSI
Customers, Customers and Subdistributors from the Company's facilities in Japan
in accordance with procedures mutually agreed upon between PMSI and the Company.
Following the localization of the Software and Documentation pursuant to this
Section 3(d), the Company may manufacture and package the Software in Japan and
ship such Software directly to PMSI Customers, Customers and Subdistributors in
the Territory. In such case, the Company shall, within eight (8) business days
of the end of each calendar month, and in addition to the reports required under
Section 5(l) hereof, report to PMSI in English the date of shipment and quantity
of such Software shipped during such month and the fees for such Software
received from PMSI Customers, Customers and Subdistributors during such month.

4. PRICES (LICENSING FEES) AND PAYMENT TERMS.

(a) Licensing Fees. In consideration of the licenses and rights granted
to the Company under this Agreement, the Company agrees to pay PMSI the fees
specified in PMSI's price list attached to this Agreement as Appendix C (the
("Price List"), as in effect when each order is accepted by PMSI, less an
initial discount of [*] of such Price List for the period ending on [*]; such
discount to be re-negotiated

* CONFIDENTIAL TREATMENT REQUESTED

7.
<PAGE>

annually in good faith by PMSI and the Company. Such fees are exclusive of, and
the Company shall pay, all shipping charges for each order. PMSI agrees to give
written notice to the Company at least sixty (60) days in advance of the
effective date of any change in its Price List. Such changes in PMSI's Price
List shall be made no more frequently than once during each calendar year, shall
be made only after consultation with the Company, and shall be commercially
reasonable.

(b) Taxes. Any and all fees and other amounts due to PMSI from the
Company under this Agreement are exclusive of, and the Company shall pay and
shall indemnify and hold PMSI harmless against (i) any liability for, any sales,
use, property, license, value added, withholding, import, excise or similar tax,
federal, state or local, U.S. and non-U.S., that may be imposed upon or with
respect to the Software products or their delivery, sale, licensing, use,
ownership or possession, and (ii) any duties, tariffs, customs, import and
related fees and charges, exclusive of taxes based on PMSI's net income.
Notwithstanding the foregoing, Japanese income tax may be withheld by the
Company from the license fees payable to PMSI pursuant to Section 4(a) hereof,
so long as such withholding is required by Japanese law. The Company shall
provide PMSI with copies of tax receipts or other documents evidencing that such
taxes withheld have been paid to the Japanese tax authorities. Such evidence
shall be forwarded to PMSI no later than thirty (30) days after such taxes have
been paid.

(c) Payment Schedule. PMSI shall invoice the Company each time Software
is shipped in accordance with the Price List attached hereto as Appendix C. The
Company will make payment to PMSI by the twentieth (20th) of each month for all
shipments made by the Company or by PMSI in the preceding month in U.S. dollars
by wire transfer of immediately available funds to such bank account as is
specified in Appendix D attached hereto, as may be revised from time to time by
PMSI. Invoices shall be considered paid when PMSI is in receipt of such funds or
upon confirmation of receipt by the bank. From and after the date of any default
of any payment due hereunder, until such default is cured, interest shall accrue
at the rate of two percent (2%) per month on such unpaid amounts, or at the
maximum rate permitted by Massachusetts law, if less.

(d) Installation Fees. The Company may not charge Customers
installation fees except as set forth in Appendix C or as otherwise approved in
writing by PMSI.

(e) Maintenance Fees. For each Software product, maintenance and
updates shall be provided by the Company, on behalf of PMSI, to PMSI Customers
and Customers. This maintenance service shall be provided to PMSI Customers and
Customers in accordance with PMSI's policies and the terms of the Company's
standard

8.
<PAGE>

software maintenance agreement to be entered into between the Company and PMSI
Customers or Customers, which terms shall be mutually determined and approved by
PMSI and the Company (the "Software Maintenance Agreement"). Unless and until
the maintenance pricing shall be adjusted by PMSI in accordance with the terms
of this Agreement, the maintenance pricing to be paid to PMSI for a given
Software product shall conform to the maintenance pricing schedule shown in
attached Appendix C, less an initial discount of [*] to be retained by the
Company for the period ending on [*]; such discount to be re-negotiated annually
in good faith by PMSI and the Company. The fee for the annual maintenance
contracts and their renewals shall be paid in advance of the effective date or
renewal date thereof (as the case may be) by the Company to PMSI.

(f) Discounts to Subdistributors and Customers. Nothing contained
herein shall prevent or otherwise limit the Company's ability to grant
additional discounts to Subdistributors and/or Customers; provided, however,
that all such discounts are and shall be borne entirely by the Company or its
Subdistributor.

(g) Hardware. PMSI shall sell to the Company workstations manufactured
by Silicon Graphics Inc. ("SGI") at [*] of the Japanese list
price for the period ending on March 31, 1993. Thereafter, PMSI shall use
reasonable commercial efforts to extend or continue its existing relationships
with SGI and other value-added reseller hardware vendors in order to offer and
sell such hardware to the Company at a favorable price. The Company agrees to
purchase such hardware from PMSI as long as PMSI is able to offer such hardware
at prices equal to or more favorable than prices available to the Company from
other sources.

5. OBLIGATIONS AND FUNCTIONS OF THE COMPANY.

(a) Management and Support of Distribution. The Company shall be
responsible for managing and supporting the distribution of the Software in the
Territory, including the management of Subdistributors and value-added reseller
relationships.

(b) Relationship with Subdistributors. The Company may, in its
reasonable discretion, appoint and authorize Subdistributors to subdistribute
the Software in the Territory. In doing so, the Company shall enter into
agreements or arrangements with such Subdistributors that maximize, and shall
act to the best interests of, the distribution and support of the Software in
the Territory. The Company shall use reasonable commercial efforts to ensure
compliance by such Subdistributors with all of the Company's obligations under
this Agreement, and at all times transact with such Subdistributors on an
arms'-length basis.

*CONFIDENTIAL TREATMENT REQUESTED

9.
<PAGE>

(c) Adequate Company Facilities and Customer Satisfaction. The Company
will establish, staff, equip and maintain such place or places of business in
such location or locations in the Territory as may be necessary to provide good
customer service and support and marketing coverage in the Territory. The
Company shall use its best efforts to ensure customer satisfaction including
maintaining a qualified sales force to promote the sale/Sublicensing of the
Software.

(d) Promotion and Marketing. The Company agrees to use its best efforts
to market, distribute, Sublicense and support the Software throughout the
Territory and further agrees that its marketing and advertising efforts will be
of high quality, in good taste, and will preserve the professional image and
reputation of PMSI and the Software. The Company agrees to include in all
related advertising materials all applicable proprietary rights' notices and any
other notices of PMSI as they appear on or in the Software. PMSI may provide, at
its option, a reasonable amount of advertising material in English, as requested
by the Company, for use in the Company's efforts to market the Software. All
such material shall remain the property of PMSI and, upon request, the Company
agrees to return same to PMSI without cost to PMSI. If required by Customer
demand, the Company shall translate all such materials into the Japanese
language or other language necessary for proper marketing of the Software in the
Territory and provide such materials to PMSI for review. PMSI shall retain title
to and ownership of any such translations. The Company agrees to refrain from
making any claim or representation concerning the Software in excess of those
made by PMSI.

(e) Contract Services. The Company may enter into application contracts
with PMSI Customers or Customers whereby the Company will provide services to
address customer problems related to the use of the Software in the Territory.
The Company may also act as PMSI's agent with respect to the development or
establishment of strategic technology partner (STP) relationships with major
Customers and PMSI Customers in the Territory.

(f) Porting. The Company shall act as PMSI's agent with respect to
establishing and managing porting contracts with computer companies in the
Territory. PMSI agrees to use its best commercial efforts to supply information
necessary to complete porting that is reasonably requested by the Company.

(g) OEM Arrangements. The Company shall endeavour to establish OEM
arrangements with third parties in the Territory, and PMSI agrees to use its
best commercial efforts to supply information necessary to establish such
arrangements.

10.
<PAGE>

(h) Company's General Businesslike Conduct. The Company shall at all
times conduct its business in a businesslike manner and will not engage in any
deceptive, misleading, illegal or unethical business practice or any practice
that will reflect unfavorably on PMSI or the Software.

(i) Technical Support and Other Staff. The Company agrees to develop,
maintain and train or otherwise provide a competent technical and scientific
support organization for the Software that will be responsible for the
installation and on-site servicing of the Software, the provision of remote
telephone support services, and the provision of training and application
development to PMSI Customers, Customers and Subdistributors. The Company shall
at all times have a sufficient number of competent office, sales, service and
other employees to carry out its obligations under this Agreement.

(j) Installation. The Company shall be responsible for the installation
of the Software at Customers' facilities, either directly or through
Subdistributors.

(k) Keeping PMSI Informed. The Company agrees to use its best efforts
to keep PMSI fully informed of all governmental, commercial and industrial
activities and plans which affect, or could affect, the Software in the
Territory. The Company shall consult with PMSI regarding any advertising or
trade practice which might affect the good name, trademarks, goodwill, or
reputation of PMSI or the Software.

(l) Reports and Forecasts. The Company shall furnish to PMSI in
English: (i) within eight (8) business days after the end of each calendar
month, a report on the monthly sales and Sublicensing of the Software in the
Territory for the preceding month, identifying the Software shipped by the
Company or Subdistributors to Customers and the respective locations and contact
persons of such Customers, and showing the price and national currency involved
in which the Software was sold/Sublicensed and for which services relating
thereto were provided, and (ii) a rolling six (6)-month forecast of sales on a
monthly basis. The Company shall also furnish PMSI with such other reports as
PMSI may reasonably require from time to time.

(m) Competing Representations. In consideration for the license granted
to the Company under Section 2 above, the Company agrees that during the term of
this Agreement, the Company shall not develop, contract to develop, manufacture,
sell, license, lease or otherwise distribute or exploit in any manner any
product that is directly competitive with the Software in the Territory. For the
purposes of this Agreement, a product shall be considered to be competitive with
the Software if the sale of that product could result in lower sales of the
Software.

11.
<PAGE>

6. OBLIGATIONS OF PMSI.

(a) Availability of Documentation. PMSI shall provide the Company with
one (1) copy of all Documentation in the English language including sales
literature, training manuals, operator manuals, graphic materials, and other
documentation relating to the Software. The Company may translate, copy, and
repackage the Documentation as is necessary in accordance with the terms of
Section 2(c) above.

(b) Training. PMSI will provide intensive training for a reasonable
number of the Company's personnel at PMSI's facilities in the U.S.A., for a
reasonable number of days per year. The Company shall pay all travel, living and
incidental expenses of its personnel. PMSI shall also provide technical
instructors for seminars to be held in Japan on a periodic basis, subject to the
availability and reasonable schedules of such instructors. All travel, living
and incidental expenses of such instructors shall be borne by the Company.

(c) Developments. During the term of this Agreement, PMSI will use
reasonable commercial efforts to provide the Company with full and complete
information concerning all improvements, updates, enhancements, and
modifications to the Software and will provide the Company with such
improvements, updates, enhancements and modifications for distribution to
Customers at the same time as PMSI makes any such improvement, update,
enhancement or modification generally available to its other customers. In
addition, if there is any software product which is under development by PMSI
which may be added to the definition of "Software" pursuant to Section 2(a)
hereof, PMSI shall use its reasonable commercial efforts to provide the Company,
on a regular basis as it becomes available, with full and complete information
concerning such product, including, but not limited to, the projected
development and shipping schedule, beta release, documentation and other
information that would assist with pre-marketing preparation.

(d) Third Party OEM Arrangements. In the event that PMSI enters into an
OEM arrangement with a third party relating to the manufacture and distribution
of bundled PMSI software and third party hardware products (as contemplated
under Section 2(a) hereof), which arrangement includes distribution by such
third party in the Territory being served by the Company, PMSI agrees to
negotiate in good faith with the Company to have the Company provide technical
support for such bundled products in the Territory (if necessary). PMSI shall
give advance written notice to the Company of such OEM arrangements if support
by the Company is necessary.

(e) Maintenance Upon Termination. Upon the termination of this
Agreement and provided that the relevant End User License

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Agreements and Software Maintenance Agreements have been assigned to PMSI or its
designee in accordance with Section 11(f)(iii) hereof, PMSI shall use its best
efforts to arrange for the continued maintenance and support of PMSI Customers,
Customers and the Software in the Territory.

(f) Bug Fixes. PMSI will use its reasonable commercial efforts to
notify the Company in writing of any outstanding bugs or other defects in the
Software and will endeavour to correct such bugs and defects and supply such
corrections to the Company in accordance with PMSI's reasonable commercial
procedures.

7. WARRANTIES, DISCLAIMERS AND LIMITATIONS OF LIABILITY.

(a) PMSI's Warranty. All Software is warranted as provided in Section
10 of the current form of PMSI's Standard Software License Agreement attached
hereto as Appendix B, the provisions of which are made a part hereof by
reference.

(b) Warranty Disclaimers and Limitations. THE WARRANTIES DESCRIBED IN
7(a) ABOVE ARE EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES, WHETHER EXPRESS OR
IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. The
warranties shall apply only if PMSI's examination discloses to PMSI's
satisfaction that alleged defects actually exist and were not caused by misuse,
unauthorized modifications, neglect, improper installation or testing, attempts
to repair, or the like, or by accident, fire, power surge or failure, or other
hazard.

(c) No Warranty Pass-Through. The Company shall not pass through to its
Customers or any other third party the warranties made by PMSI under this
Section 7, shall make no other representations to its Customers or any other
third party on behalf of PMSI, and shall expressly indicate to its Customers
that they must look solely to the Company in connection with any problems,
warranty, claim or other matters concerning the Software. No warranty,
representation or agreement herein shall be deemed to be made for the benefit of
any Customer or any other third party. Notwithstanding the foregoing, the
Company may pass through only to Customers only those warranties specified in
Section 10 of the attached PMSI Standard Software License Agreement (Appendix B
hereto). Repair or replacement of code or other items does not extend the
warranty period beyond the initial warranty period which shall begin on the date
of installation of the Software at the Customer's facilities.

(d) Limitation of Liability. IN NO EVENT SHALL EITHER PARTY BE LIABLE
FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, INCLUDING LOSS
OF PROFITS, REVENUE, DATA, OR USE, INCURRED BY EITHER PARTY OR ANY THIRD PARTY,
WHETHER IN AN ACTION IN CONTRACT OR TORT OR BASED ON A WARRANTY, EVEN IF THE

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OTHER PARTY OR ANY OTHER PERSON HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH
DAMAGES. PMSI'S LIABILITY FOR ANY DAMAGES UNDER THIS AGREEMENT SHALL IN NO EVENT
EXCEED THE AMOUNTS ACTUALLY PAID BY THE COMPANY TO PMSI UNDER THIS AGREEMENT.
SOME STATES AND JURISDICTIONS OUTSIDE OF THE UNITED STATES DO NOT ALLOW THE
LIMITATION OR EXCLUSION OF IMPLIED WARRANTIES, OR LIABILITY FOR INCIDENTAL OR
CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY. THE
COMPANY ACKNOWLEDGES THAT THE ALLOCATION OF RISKS AND BENEFITS UNDER THIS
AGREEMENT ARE BASED ON, AND THE LICENSE FEES UNDER THIS AGREEMENT WOULD BE
GREATER IN THE ABSENCE OF, THE LIMITATIONS DESCRIBED ABOVE.

8. INDEMNITY.

(a) Proprietary Rights. PMSI will defend the Company against a claim
that the Software furnished and used within the scope of this Agreement
infringes any third party patent, copyright or other intellectual property right
("Claim"), and PMSI will indemnify the Company for any damages finally awarded
by a court of competent jurisdiction based upon a Claim, or any amount that is
paid to finally settle a Claim, so long as PMSI has approved the settlement in
writing, provided that: (i) the Company notifies PMSI in writing within thirty
(30) days of any Claim, (ii) PMSI has sole control of the defense and all
related settlement negotiations, and (iii) the Company provides PMSI with the
assistance, information and authority necessary to perform the above. Reasonable
out-of-pocket expenses incurred by the Company in providing such assistance will
be reimbursed by PMSI.

(i) Notwithstanding the foregoing, PMSI shall have no liability for any
claim of patent or copyright infringement based on: (A) a modification by the
Company of the Software or the use of a superseded or altered release of the
Software if such infringement would have been avoided by the use of current or
unaltered releases of the Software that PMSI provides to Distributor, or (B) the
combination, operation or use of the Software furnished under this Agreement
with products or data not furnished by PMSI if such infringement would have been
avoided by the use of the Software without such products or data.

(ii) In the event the Software is held or is believed by PMSI to
infringe, PMSI shall have the option, at its expense, to (A) modify the Software
to be non-infringing, (B) obtain for the Company the right to continue using and
distributing the Software, or (C) terminate this Agreement with respect to the
infringing Software and refund the fees paid for such Software, to the extent
each Customer, if any, requests a corresponding refund, but in any event the
amount of the refund shall equal [*].

14.

* CONFIDENTIAL TREATMENT REQUESTED
<PAGE>

(iii) This Section 8(a) states the Company's exclusive remedy and
PMSI's entire liability for any infringement.

(b) Other Indemnity. The Company shall be responsible and shall
indemnify and hold PMSI harmless for any and all losses, liability or damages
arising out of or incurred in connection with (i) Company's, Subdistributors' or
Customers' marketing, distribution, use or Sublicensing of the Software, except
for valid warranty claims under Section 7 above and valid third party
infringement Claims under Section 8(a) above, and (ii) any unauthorized
representation, warranty or agreement, express or implied, made by Company, any
Subdistributor or Customer to or with any other Customers or any third party
with respect to the Software.

9. PROPRIETARY RIGHTS.

(a) Ownership of Proprietary Rights. PMSI shall retain all of its
rights, title and interest in and to and ownership of all copyrights,
trademarks, trade secrets, patents, mask works and all other industrial and
intellectual property embodied in the Software including any improvements,
updates, enhancements or modifications to the Software. Except as otherwise
expressly provided in this Agreement, the Company has no right, title or
interest in the Software or any industrial or intellectual property relating to
the Software and shall not copy, reproduce, reverse engineer, decompile,
disassemble, or otherwise use, in whole or in part, the Software. The Company
shall keep each and every item to which PMSI retains title free and clear of all
claims, liens, and encumbrances except those of PMSI, and any act of the
Company, voluntary or involuntary, purporting to create a claim, lien, or
encumbrance on such item shall be void.

(b) No Modification. Except as required under Section 3(d) hereof, the
Company shall distribute the Software only in the form shipped by PMSI, and the
Company shall not alter, modify, or change the Software or its package or use in
relation to any product or any trademark of the Company or any third parties
without the prior written consent of PMSI.

(i) In connection with the distribution or advertising of the Software,
the Company may use such trade names or Trademarks of PMSI listed in Appendix E,
as may be amended from time to time by PMSI. The Company acknowledges the
validity of such Trademarks and trade names and PMSI's ownership thereof. All
such marks and names and any additional marks of which PMSI may in the future be
the proprietor will bear the designation (TM) or the designation (R) as
specified by PMSI. The Company agrees to submit to PMSI any published material
not previously reviewed by

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PMSI containing references to the Software for PMSI's approval prior to the
publication or release of such published material, such approval shall not be
unreasonably withheld. The Company shall not challenge PMSI's rights to use the
Trademarks or trade names which PMSI may apply to or use in connection with the
Software. If the Company in the course of its business in the distribution of
the Software acquires any goodwill or reputation in any of the Trademarks or
trade names of PMSI applied thereto, then at the expiration or termination of
this Agreement all such goodwill or reputation automatically shall vest in PMSI
without any separate payment or other consideration of any kind to Distributor,
and the Company agrees to take all such actions necessary to effect such
vesting.

(ii) The Company shall, at the request and expense of PMSI, do such
acts or things as PMSI may reasonably require for the purpose of obtaining,
maintaining, enforcing and preserving any of the Trademarks, trade names or
other proprietary rights of PMSI in the Territory; provided, however, that the
Company agrees that only PMSI has the right to enjoin any infringement or
registration by a third party of the trademarks, trade names or similar rights.
In the event that any unlawful copying of the Software, infringement of PMSI's
rights in the Software, or infringement or registration by a third party of
the trademarks, trade names or other property rights of PMSI in the Territory
comes to the attention of the Company, the Company shall immediately inform PMSI
in writing, stating the full facts of the infringement or registration known to
it, including the identity of the suspected infringer or registrant, the place
of the asserted infringement or registration and evidence thereof. The Company
agrees to cooperate fully with PMSI at the expense of PMSI if PMSI sues to
enjoin such infringements or to oppose or invalidate any such registration.
Notwithstanding the foregoing, in the event that PMSI refuses in writing to
enjoin such infringements or to oppose or invalidate any such registration
following a written request by the Company to do so, the Company may, at its
expense, sue to enjoin or otherwise oppose any such infringement of PMSI's
proprietary rights.

(iii) Except as permitted herein, the Company shall not (nor shall it
attempt to) adopt, use, or register any acronym, Trademark, trade names or other
marketing name of PMSI or any confusingly similar work or symbol as part of the
Company's own name or the name of any of its affiliates or the names of the
products it markets.

(d) Nondisclosure and Non-Use.

(i) Without the prior written consent of the supplying party, no
receiving party, its officers, directors, agents or employees shall, in the case
of Confidential Information (as defined hereafter) of a business nature, both
during the term of

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this Agreement and for a period of three (3) years after termination of this
Agreement, and in the case of Confidential Information of a technical nature,
both during the term of this Agreement and for period of ten (10) years after
the termination of this Agreement, in any manner whatsoever disclose or
communicate such information to a third party, except as legally required by a
governmental or judicial agency, and each party agrees to keep such Confidential
Information strictly confidential. For the purpose of this Agreement, the term
"Confidential Information" shall mean and include any and all financial and
other information relating to PMSI's or the Company's business and their
respective relationships with Teijin, the Software, the Documentation,
information relating to the Software (including but not limited to technical
information such as design specifications, instructions, and know-how) acquired
either directly or indirectly by either party hereunder; provided, however, that
all such Confidential Information shall be clearly marked as "confidential" and
the term "Confidential Information" shall not include any information which:

(1) has become or entered the public domain through no fault
of the receiving party; or

(2) was in the demonstrable possession of the receiving party
prior to or at the time of receipt hereunder; or

(3) was or has been obtained lawfully from a third party; or

(4) has been independently developed by the receiving party
without violation of its obligations under this Agreement, and which independent
development is properly documented by such party.

(ii) Each party agrees, during the term of this Agreement, that it
shall not use any Confidential Information obtained from the other for any
purpose whatsoever except in a manner expressly provided for in this Agreement.
The provisions of this Section 9(d) shall survive the termination of this
Agreement.

10. COMPLIANCE WITH LAWS.

(a) Export Law Compliance. The Company understands and recognizes that
the Software and other materials made available to it hereunder may be subject
to the export administration regulations of the United States Department of
Commerce and other United States government regulations related to the export of
technical data and equipment and products produced therefrom. The Company
represents that it is familiar with and agrees to comply with all such
regulations, including any future modifications thereof, in connection with the
distribution of the Soft-

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ware. The Company agrees that it will not export or re-export outside the
Territory, directly or indirectly, any Software or technical data relating to
the Software without the prior written consent of PMSI and without complying
with all applicable regulations. The Company agrees to obtain the same agreement
from each of its Subdistributors and Customers. The Company hereby agrees to
indemnify and hold PMSI harmless from any breach of this Section 10(a) by it,
any Subdistributor and/or Customer.

(b) Foreign Corrupt Practices Act. The Company hereby agrees to refrain
from making any payments to third parties which could cause PMSI to violate the
U.S. Foreign Corrupt Practices Act. The Company hereby agrees to indemnify and
hold PMSI harmless from any breach of this Section 10(b).

(c) Licenses and Permits. The Company shall be responsible for
obtaining at its own expense, and shall use its best efforts to obtain, any and
all