DIRECTOR
AGREEMENT

 

This
Director Agreement, (the “Agreement”) dated
as of March 8, 2005 by and between Dwango North America Corp., a company
incorporated under the laws of the state of Nevada (the “Company”), with
its principal executive offices in Seattle, Washington, and Victor Cohn,
residing at 59 Lower Shad Road, Pound Ridge, New York 10576 (the “Director”).

 

WHEREAS, the
Company wishes to cause Director to be elected by the Company, and Director
wishes to be elected, as a member of the Board of Directors of the Company (the
“Board”).

 

WHEREAS, upon
Director’s election to the Board, the Company wishes to cause Director to be
elected, and the Director wishes to be elected, as the Chairman of the
Board.

 

WHEREAS, if the
Director is elected by the Company as both a member of the Board and the
Chairman of the Board, the parties wish to provide in this Agreement for the
rights, obligations duties and powers of Director.

 

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

 


	1.  	
      Directorship.




 


	1.1  	
      The
      Company hereby agrees to cause the election of Director, and Director
      hereby agrees if elected by the Company, to serve as a member of the
      Board.




 


	1.2  	
      The
      Company hereby agrees to cause the election of Director, and Director
      hereby agrees if elected by the Company, to serve as the Chairman of the
      Board. Director shall not be an employee of the
Company.




 


	1.3  	
      In
      serving as a member and the Chairman of the Board, Director acknowledges
      and agrees that during the term hereof acting as a member and the Chairman
      of the Board, Director shall comply with all applicable laws and
      regulations and the Company’s Articles of Incorporation, By-laws or other
      governing instruments or contractual commitments of the Company which
      govern or control in any way Director’s rights, powers, duties or
      responsibilities as a member and Chairman of the
Board.




 


	1.4  	
      Notwithstanding
      anything to the contrary in this Section 1, Director may be removed as a
      director and/or as Chairman of the Board at any time in accordance with
      applicable law and the Company’s Certificate of Incorporation and Bylaws,
      and no provision of this Agreement shall be construed to require the
      Company to cause Director to remain on the Board or to continue to serve
      as Chairman of the Board for any particular length of time. Likewise,
      Director may resign at any time.




 


	2.  	
      Scope
      of Duties and Powers.




 





















	2.1  	
      Director
      shall, in his capacity as the Chairman of the Board, preside at all
      meetings of the Board and at all meetings of the stockholders and shall
      exercise and perform such other powers and duties as from time to time may
      be assigned by the Board or prescribed by the By-laws of the Company. In
      furtherance, and not in limitation, of the foregoing, Director shall spend
      at least one business day per quarter at the headquarters of the Company
      in Seattle, Washington and shall make himself available for and be
      responsive to telephone calls and e-mails regarding the business of the
      Company.




 


	2.2  	
      Director
      shall attend (in-person) at least 4 meetings of the Board per year.
      Director shall also be available on an as needed basis for telephonic
      meetings of the Board.




 


	2.3  	
      Director
      shall participate in the selection by the Company of its, among others,
      auditors (to the extent he becomes a member of the audit committee) and
      legal counsel.




 


	3.  	
      Compensation.




 

In
consideration of the services provided to the Company by Director hereunder, the
Company shall compensate Director as follows:

 


	3.1  	
      While
      Director serves as a member of the Board, the Company shall pay Director
      $6,000 per month (“Director’s
      Fee”).
      In addition, the Company shall pay Director for (i) his attendance in
      person at meetings of the Board $500 per meeting and (ii) his
      participation in telephonic meetings of the Board $250 per meeting, each
      as may be adjusted pursuant to the Company’s Director Compensation Plan in
      effect from time to time.




 


	3.2  	
      It
      is agreed by Director and the Company that the Company shall pay all
      expenses incurred by Director in the discharge of Director’s duties under
      this Agreement, including, but not limited (a) to first class round-trip
      air travel to and from Seattle, Washington and (b) reasonable attorney’s
      fees in connection with this Agreement. The Company shall reimburse
      Director for expenses incurred by Director in connection with the
      performance of Director’s duties and responsibilities hereunder, provided
      that such expenses are supported with customary receipts and expense
      reports.




 


	3.3  	
      Options.




 


	(a)  	
      Pursuant
      to the Company’s 2003 Equity Incentive Plan (the “Plan”), Director shall
      be granted an option to purchase 300,000 shares of common stock of the
      Company upon his initial election to the Board at an exercise price equal
      to fair market value (“FMV”) on the date of grant determined in accordance
      with the provisions of the Plan. Director’s right to exercise the option
      shall vest one-twelfth (1/12) on the date of grant, and one-twelfth on
      each three month anniversary of the date of grant until vested in full.
      This grant shall be in lieu of any grant to which Director would otherwise
      be entitled upon election to the Board.




 







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	(b)  	
      Director
      shall be entitled to participate, except as set forth in subsection (a)
      above with respect to a grant upon election to the Board, in any director
      compensation plan of the Company applicable to non-employee directors
      generally which is effective during the term of this Agreement.
      Notwithstanding the foregoing, the Company shall not be required to
      maintain any such plan and may alter the terms and conditions of such plan
      at any time and from time to time in its sole
  discretion.




 


	3.4  	
      For
      the purposes of this Agreement, a “Change
      of Control Event”
      shall be the occurrence of a single shareholder (or beneficial owner) or
      an affiliated group of shareholders (or owners) acquiring more than 50% of
      the then outstanding shares of capital stock of the Company entitled to
      vote in the election of directors or otherwise acquiring effective control
      of the Company. In the event of a Change of Control Event, Director’s
      unvested and unexercised options (set forth in Section 3.3 above) shall
      immediately vest and become exercisable.




 


	3.5  	
      Immediately
      upon Director’s initial election to the Board, the Company shall consult
      with Marsh & McLennan or a similar nationally recognized insurance
      broker (“Insurance Consultant”) to consider the appropriateness of the
      coverage limitation on the Company’s directors and officers insurance
      policy (“D&O Policy”). The Board may, but shall not be required to,
      increase the Company’s D&O Policy coverage limitation as recommended
      by such Insurance Consultant. The Company shall bear all costs related to
      the foregoing.




 


	3.6  	
      The
      Company shall make available a secretary at its principal executive
      offices for the use of Director in connection with the discharge of
      Director’s duties under this Agreement and shall bear all costs related
      thereto.




 


	3.7  	
      The
      Company shall make available an office at its principal executive offices
      for Director’s use when in Seattle, Washington in connection with the
      discharge of Director’s duties under this Agreement and shall bear all
      costs related thereto.




 


	4.  	
      Indemnification.
      See Appendix A hereto which is made a part of this Agreement to the same
      extent as if it had been set forth verbatim
herein.




 


	5.  	
      Terms
      and Termination. This
      Agreement shall become effective on the date hereof and shall continue in
      full force and effect so long as Director remains a member of the
      Board.




 


	6.  	
      Miscellaneous.




 


	6.1  	
      Any
      notice under this Agreement shall be in writing and shall be deemed to
      have been duly given for all purposes when delivered in person or
      transmitted by facsimile transmission with confirmed receipt to the
      respective parties, or three days after dispatch by certified mail,
      postage prepaid, addressed to the parties at the addresses set forth below
      or to such other address of which notice as aforesaid has actually been
      received.




 







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      If
      to Director:
	
      Mr.
      Victor Cohn

      59
      Lower Shad Road

      Pound
      Ridge, New York 10576

      and

      305
      East 63rd
      Street

      New
      York, New York 10021

      Facsimile:
      (914) 764-0769

	
      with
      a copy to:
	
      Thelen
      Reid & Priest LLP

      875
      Third Avenue

      New
      York, New York 10022

      Facsimile:
      (212) 603-2001

      Attention:
      Willie Dennis, Esq.

	
      If
      to Company:
	
      Dwango
      North America Corp.

      2211
      Elliott Avenue, Suite 601

      Seattle,
      Washington 98121

      Facsimile:
      (206) 832-0601

      Attention:
      Mr. J. Paul Quinn

	
      with
      a copy to:
	
      Moomjian
      & Waite, LLP

      100
      Jericho Quadrangle

      Suite
      225

      Jericho,
      NY 11753

      Facsimile:
      (516) 937-5050

      Attention:
      Gary T. Moomjian, Esq.

       

       








	6.2  	
      Other
      than the term and conditions set forth in the Articles of Incorporation,
      By-laws or other governing instruments of the Company, this Agreement is
      the entire Agreement between the parties with respect to the subject
      matter hereof, and supersedes all prior understandings, agreements and
      discussions between them, written or oral, with respect to such subject
      matter.




 


	6.3  	
      This
      Agreement shall be binding upon, inure to the benefit of, and be
      enforceable by, the parties hereto and their respective successors
      (including any direct or indirect successor by purchase, merger,
      consolidation or otherwise to all or substantially all of the business
      and/or assets of the Company), assigns, spouses, heirs, and personal and
      legal representatives. The provisions of Article 4 of this Agreement shall
      continue in effect regardless of whether Director continues to serve as a
      director of the Company or of any other enterprise at the Company's
      request.




 







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	6.4  	
      The
      provisions of this Agreement shall be severable if any of the provisions
      hereof (including any provision within a single section, paragraph or
      sentence) are held by a court of competent jurisdiction to be invalid,
      void or otherwise unenforceable, and the remaining provisions shall remain
      enforceable to the fullest extent permitted by
law.




 


	6.5  	
      This
      Agreement shall not be modified or amended except by a written instrument
      signed by the parties hereto. No waiver or failure to act with respect to
      any breach or default hereunder, subsequent breach or default, whether of
      similar or different nature.




 


	6.6  	
      This
      Agreement may not be assigned without the written consent of the other
      party.




 


	6.7  	
      This
      Agreement shall be governed by, and construed in accordance with, the laws
      of the State of New York.




 








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IN
WITNESS WHEREOF, the
undersigned have executed this Agreement as of the date first written
above.





	 	 	 
	 	DWANGO NORTH
      AMERICA CORP.
	 
 	 
 	 
 
		By:  	/s/ J. Paul
Quinn
	 	
      

      Name: J. Paul Quinn
	 	Title: Chief Financial
      Officer 
	 	 
	 	/s/  Victor
      Cohn
	 	Victor Cohn




 







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APPENDIX
A -- INDEMNIFICATION

 


	1.1  	
      Certain
      Definitions.




 


	(a)  	
      Claim:
      shall mean any threatened, pending or completed action, suit or
      proceeding, or any inquiry or investigation, whether conducted by the
      Company or any other party, that Director in good faith believes might
      lead to the institution of any such action, suit or proceeding, whether
      civil, criminal, administrative, investigative or
other.




 


	(b)  	
      Expenses:
      shall include reasonable attorneys' fees and all other costs, expenses and
      obligations paid or incurred in connection with investigating, defending,
      being a witness in or participating in (including on appeal), or preparing
      to defend, be a witness in or participate in, any Claim relating to any
      Indemnifiable Event.




 


	(c)  	
      Indemnifiable
      Event: shall mean any event or occurrence related to the fact that
      Director is or was a director, officer, employee, agent or fiduciary of
      the Company, or is or was serving at the request of the Company as a
      director, officer, employee, trustee, agent or fiduciary of another
      corporation of any type or kind, domestic or foreign, partnership, joint
      venture, trust, employee benefit plan or other enterprise, or by reason of
      anything done or not done by Director in such capacity. Without limitation
      of any indemnification provided hereunder, Director serving (i) another
      corporation, partnership, joint venture or trust of which 10 percent or
      more of the voting power or residual economic interest is held, directly
      or indirectly, by the Company, or (ii) any employee benefit plan of the
      Company or any entity referred to in clause (i), in any capacity shall be
      deemed to be doing so at the request of the
Company.




 


	(d)  	
      Reviewing
      Party: shall be (i) the Board of Directors acting by quorum consisting of
      directors who are not parties to the particular Claim with respect to
      which Director is seeing indemnification, or (ii), if such a quorum is not
      obtainable or, even if obtainable, if a quorum of disinterested directors
      so directs, (A) the Board of Directors upon the opinion in writing of
      independent legal counsel that indemnification is proper in the
      circumstances because the applicable standard of conduct set forth this
      Agreement has been met by the Director or (B) the shareholders upon a
      finding that the Director has met the applicable standard of conduct
      referred to in clause (ii)(A) of this
definition.




 


	1.2  	
      Basic
      Indemnification Arrangement. If Director was, is or becomes at any time a
      party to, or witness or other participant in, or is threatened to be made
      a party to, or witness or other participant in, a Claim by reason of (or
      arising in part out of) an Indemnifiable Event, the Company shall
      indemnify Director to the fullest extent permitted by law as soon as
      practicable but in any event no later than 30 days after written demand is
      presented to the Company, against any and all Expenses, judgments, fines
      (including excise taxes assessed on Director with respect to an employee
      benefit plan), penalties and amounts paid in settlement (including all
      interest, assessments and other charges paid or payable in connection
      with, or in respect of, such Expenses, judgments, fines, penalties or
      amounts paid in settlement) of such Claim. If so requested by Director,
      the Company shall advance (within five business days of such request) any
      and all Expenses to Director (an “Expense
      Advance”).
      Notwithstanding anything in this Agreement to the contrary, (i) Director
      shall not be entitled to indemnification pursuant to this Agreement if a
      judgment or other final adjudication adverse to the Director establishes
      that Director's acts were committed in bad faith or were the result of
      active and deliberate dishonesty and, in either case, were material to the
      cause of action so adjudicated and (ii) Director shall not be entitled to
      indemnification pursuant to this Agreement in connection with any Claim
      initiated by Director against the Company or any director or officer of
      the Company unless the Company has joined in or consented to the
      initiation of such Claim.




 







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	1.3  	
      Payment.
      Notwithstanding the provisions of Section 1.2, the obligations of the
      Company under Section 1.2 (which shall in no event be deemed to preclude
      any right to indemnification to which Director may be entitled under
      Section 78.7502 of the Nevada Revised Statutes (“NRS”))
      shall be subject to the condition that the Reviewing Party shall have
      authorized such indemnification in the specific case by having determined
      that Director is permitted to be indemnified under the applicable standard
      of conduct set forth in Section 1.2 and applicable law. The Company shall
      promptly call a meeting of the Board of Directors with respect to a Claim
      and agrees to use its best efforts to facilitate a prompt determination by
      the Reviewing Party with respect to the Claim. Director shall be afforded
      the opportunity to make submissions to the Reviewing Party with respect to
      the Claim. The obligation of the Company to make an Expense Advance
      pursuant to Section 1.2 shall be subject to the condition that, if, when
      and to the extent that the Reviewing Party determines that Director would
      not be permitted to be so indemnified under Section 1.2 and applicable
      law, the Company shall be entitled to be reimbursed by for all such
      amounts theretofore paid; provided, however, that if Director has
      commenced legal proceedings in a court of competent jurisdiction to secure
      a determination that Director should be indemnified under applicable law,
      any determination made by the Reviewing Party that Director would not be
      permitted to be indemnified under applicable law shall not be binding and
      Director shall not be required to reimburse the Company for any Expense
      Advance until a final judicial determination is made with respect thereto
      (as to which all rights of appeal therefrom have been exhausted or
      lapsed). If there has been no determination by the Reviewing Party or if
      the Reviewing Party determines that Director substantively would not be
      permitted to be indemnified in whole or in part under applicable law,
      Director shall have the right to commence litigation in any court in the
      State of New York having subject matter jurisdiction thereof and in which
      venue is proper seeking an initial determination by the court or
      challenging any such determination by the Reviewing Party or any aspect
      thereof, and the Company hereby consents to service of process and to
      appear in any such proceeding. Any determination by the Reviewing Party
      otherwise shall be conclusive and binding on the Company and
      Director.




 







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	1.4  	
      Indemnification
      for Additional Expenses. The Company shall indemnify Director against any
      and all expenses (including reasonable attorneys' fees) and, if requested
      by Director, shall (within five business days of such request) advance
      such expenses to Director, which are incurred by Director in connection
      with any claim asserted or action brought by Director for (i)
      indemnification or advance payment of Expenses by the Company under this
      Agreement or any other agreement or the By-laws or Articles of
      Incorporation of the Company now or hereafter in effect relating to Claims
      for Indemnifiable Events and/or (ii) recovery under any directors' and
      officers' liability insurance policies maintained by the Company,
      regardless of whether Director ultimately is determined to be entitled to
      such indemnification, advance expenses payment or insurance recovery, as
      the case may be.




 


	1.5  	
      Partial
      Indemnity, Etc. If Director is entitled under any provision of this
      Agreement or the By-laws or Articles of Incorporation of the Company now
      or hereafter in effect to indemnification by the Company for some or a
      portion of the Expenses, judgments, fines, penalties and amounts paid in
      settlement of a Claim but not, however, for all of the total amount
      thereof, the Company shall nevertheless indemnify Director for the portion
      thereof to which Director is entitled. Moreover, notwithstanding any other
      provision of this Agreement, to the extent that Director has been
      successful on the merits or otherwise in defense of any or all Claims
      relating in whole or in part to an Indemnifiable Event or in defense of
      any issue or matter therein, including dismissal without prejudice,
      Director shall be indemnified, to the extent permitted by law, against all
      Expenses incurred in connection with such Indemnifiable Event. In
      connection with any determination by the Reviewing Party or otherwise as
      to whether Director is entitled to be indemnified hereunder, the burden of
      proof shall, to the extent permitted by law, be on the Company to
      establish that Director is not so entitled.




 


	1.6  	
      Nonexclusivity,
      Etc. The rights of the Director hereunder shall be in addition to any
      other rights Director may have under the By-laws of the Company, the
      Articles of Incorporation of the Company, the NRS or otherwise. To the
      extent that a change in the NRS (whether by statue or judicial decision)
      permits greater indemnification by agreement than would be afforded
      currently under the By-laws of the Company, the Articles of Incorporation
      of the Company and this Agreement, it is the intent of the parties hereto
      that Director shall enjoy by this Agreement the greater benefits so
      afforded by such change.




 


	1.7  	
      Period
      of Limitations. No legal action shall be brought and no cause of action
      shall be asserted by or on behalf of the Company or any affiliate of the
      Company against Director, Director's spouse, heirs, executors or personal
      or legal representatives after the expiration of two years from the date
      of accrual of such cause of action, and any claim or cause of action of
      the Company or its affiliate shall be extinguished and deemed released
      unless asserted by the timely filing of a legal action within such
      two-year period; provided, however, that if any shorter period of
      limitations is otherwise applicable to any such cause of action, such
      shorter period shall govern.




 







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