［原文］

Real Estate Trust Agreement

_________________ (each an “Initial Trustor” and collectively, the “Initial Trustors”) and _________________ (the “Trustee”) enter into this Real Estate Trust Agreement as follows (hereinafter referred to as either the “Trust” or the “Trust Agreement”).

Chapter 1 General

Article 1 (Purpose of Trust)

The Initial Trustors collectively entrust the land (the “Land”) and the existing buildings (collectively, the “Building”) described in Exhibit 1, and all rights attached thereto (the Land, Building and all rights attached thereto shall collectively be referred to as the “Property” (including all facilities and equipment attached to the Property)) to the Trustee for the purposes of administering, managing and disposing of the Property on behalf of the beneficiaries of this Trust and their successors and assigns (collectively the “Beneficiary”), and the Trustee accepts to undertake these duties. In this Trust Agreement, the Property and all assets belonging to the trust under the Trust Agreement shall hereinafter collectively be referred to as the “Trust Assets.”

Article 2 (Delivery of the Property)

1. Upon the creation of the Trust, the Initial Trustors shall cooperate with the Trustee in assuming all the necessary procedures to transfer and deliver all the Property immediately after the execution of this Trust Agreement.

2. Upon the execution of this Trust Agreement, the Initial Trustors shall deliver to the Trustee the original documents of the (1) title deeds for all the Property, (2) all insurance policies obtained with respect to the Property, (3) all Lease Termination Agreements referred to in Article 6, Paragraph 2(7), executed with respect to the Property, (4) certificates of incorporation for each Initial Trustor, (5) certificates of seal impression for each Initial Trustor, (6) registrations (“touki-bo”) for all the Property, (7) disclosure statement regarding the Property (“juuyou jikou setsumeisho”), (8) public map (“kou-zu”) and measured map (“jissoku-zu”) for the Property, (9) confirmation of boundaries (“kyokai kakuninsho”), (10) written consents from owners of adjacent lands and others to the Abandonment Plan (referred to in Article 6, Paragraph 2(4)) together with evidence that such consents have been recorded or filed with relevant governmental authorities as may be necessary to give notice to future owners, and (11) originals or where otherwise approved by the Trustee, the true and complete copies of all other agreements, certificates, drawings, building inspection reports (including earthquake endurance reports), instruments, permits, and any other documents required by the Trustee.

Article 3 (Term of Trust)

The term of this Trust Agreement shall be from May 1, 2002 until April 30, 2003 unless terminated earlier in accordance with the provisions of Article 19.

Article 4 (Registration of Trust)

The Trustee shall register the transfer of title and creation of the Trust with respect to the Property in accordance with the Real Estate Registration Law and other applicable laws and the Initial Trustors shall cooperate with such registration.

Article 5 (Indemnity and Warranty)

1. The Initial Trustors shall be liable towards the Trustee and the Property for damages, losses and costs incurred by the Trustee or the Property (including those claimed from third parties) during the term of this Trust and after the termination hereof, due to any defects in the Property which existed at the time of execution of this Trust Agreement or is caused from such defects.

2. The Initial Trustors shall be liable towards the Trustee and the Property for damages, losses and costs incurred by the Trustee or the Property (including those claimed from third parties) during the term of this Trust and after the termination hereof, due to the failure of any existing tenants of the Property to completely vacate the Property by the date of this Trust Agreement or the date set forth in any applicable Lease Termination Agreement (referred to in Article 6, Paragraph 2(7)), including without limitation all costs and expenses (including legal fees and costs) related to the enforcement of the Lease Termination Agreements and the eviction of such tenants.

3. During the term of this Trust and after the termination hereof, the Trustee shall not be liable for any damages and the like incurred by the Initial Trustors, the Beneficiary or the Trust Assets resulting from any defects discovered in the Property and any other defects, as long as it has diligently managed the property in a prudent manner.

Article 6 (Representations and Warranties of the Trustor)

1. Each Initial Trustor represents and warrants to the Trustee, the Beneficiary and their respective successors and assigns that the following provisions are true and correct as of the time of the execution of this Trust Agreement with respect to itself and that portion of the Property that it is entrusting pursuant to this Trust Agreement as identified in Exhibit 1.

(1) The Initial Trustor is a __________ duly and validly existing under the laws of Japan and has the capacity to own its own properties, to perform the businesses in which it is currently engaged, to execute this Trust Agreement and to perform any obligations under this Trust Agreement.

(2) The execution of this Trust Agreement, the performance of the provisions hereof and the execution of any transactions contemplated hereunder by the Initial Trustor falls within the scope of business of the Initial Trustor, and the Initial Trustor has assumed all procedures required under relevant laws and its internal regulations for the execution and performance of this Trust Agreement and the transactions contemplated hereby.

(3) This Trust Agreement shall constitute a valid and binding obligation of the Initial Trustor under all applicable laws upon the execution hereof, and shall be enforceable in accordance with the provisions hereof.

(4) (i) Approval, acceptance or consent from a governmental agency or any other third party, or notices thereto are not required for the execution of this Trust Agreement, the performance of any provisions hereof or the execution of any transaction contemplated hereunder by the Initial Trustor, and (ii) the execution of this Trust Agreement, the performance of any of the provisions herein and the execution of any transaction contemplated hereunder by the Initial Trustor will not conflict with or contradict any laws, regulations, circulars, orders, court decisions, warrants, articles of incorporation and any other internal regulations of the Initial Trustor, and any agreements or instrument with a third party to which the assets of the Initial Trustor are bound .

(5) There are no pending lawsuits, arbitrations, conciliations or any administrative procedures which may adversely affect the financial or managerial position of the Initial Trustor, or its execution of this Trust Agreement, the performance of any provisions hereof, or the execution of any transactions contemplated hereunder.

(6) The Initial Trustor is not insolvent and has not suspended any payments, and the Initial Trustor is free of and there does not exist any causes which may give rise to any claim for bankruptcy, reorganization, civil rehabilitation, corporate receivership, special liquidation or other similar procedures.

(7) The trust of the Property to be created under this Trust Agreement is a true and genuine real estate trust.

2. Each Initial Trustor represents and warrants to the Trustee, the Beneficiary and their respective successors and assigns that the following are true and correct as of the time of the execution of this Trust Agreement with respect to that portion of the Property that it is entrusting pursuant to this Trust Agreement as identified in Exhibit 1.

(1) The Property and any rights and authority attached thereto belong only to the Initial Trustor, and only the Initial Trustor has the authority to dispose of the Property, and no disposal was made whatsoever with respect to the Property such as the transfer, pledge, or creation of a leasehold with a third party or such other utility rights that would or may harm the Beneficiary’s rights pursuant to this Trust Agreement and the Initial Trustor is under no such obligation towards a third party to effect such disposal. There are no court judgments, decisions, orders or court settlements over the Property or any rights attached thereto (except for the Lease Termination Agreements referred to in Article 6, Paragraph 2(7)), there are no registrations (or provisional registrations) that have not been canceled, and there are no pending lawsuits and any other legal proceeding, procedures to settle a dispute or administrative procedures in relation to the Property and any rights incidental thereto before any court, dispute settlement organization or governmental agency, and, to the Initial Trustor’s best knowledge, no such case has been threatened.

(2) No provisional attachment, preliminary injunction, or preservation has been executed with respect to the Property, and no attachment, compulsory execution or auction has been conducted nor any filings have been made therefor.

(3) Confirmation of borders distinguishing the Land from all neighboring lands has been completed with the owners of all adjacent lands. There are no lawsuits, arbitrations, conciliations or any other legal proceedings or dispute settlement procedures with owners or occupants of the adjacent lands over the borders of the Land, and owners or occupants of the adjacent lands have not made any claims, objections or complaints over the execution of this Trust Agreement and the performance of the provisions hereof, and to the Initial Trustor’s best knowledge, no such claims, objections or complaints were threatened (including without limitation claims, objections, or complaints regarding the Abandonment Plan referred to below). No unlawful encroachment has been made by any building or a structure adjacent to the Property.

(4) The Land does not include urban planning roads or any sites for an urban facility pursuant to any urban planning, except for the existing private road to be abandoned pursuant to the abandonment plan described in Exhibit 2 (the “Abandonment Plan”). The owners of all adjacent lands and any other lands that benefited from the road to be abandoned have consented to the Abandonment Plan. No land condemnation, land readjustment project, urban redevelopment or any other similar procedures are in progress in relation to the Land, and, to the Initial Trustor’s best knowledge, there are no plans for such arrangement.

(5) The Property has no defects which may adversely affect the management, administration or the value of the Property.

(6) The Property has been constructed, managed and used in compliance with all applicable laws such as the Building Standard Law, the City Planning Law and the Fire Prevention Law, and the Initial Trustor has not been informed of any violation of such applicable laws from any competent administrative agency.

(7) The Initial Trustor has performed and complied with all obligations under all agreements executed in relation to the ownership, leasing, management or administration of the Property. There are currently no effective lease agreements, utility agreements or other rights of occupation by third parties established on the Property, besides those indicated in Exhibit 3 (the “Existing Leases”), and there are no occupants besides the Initial Trustor other than the end tenants indicated in Exhibit 3, and there are no security deposits, bonds or any deposits of any kind or nature received from third parties that are required to be returned. A lease termination agreement (“Lease Termination Agreement”) was received from each of the end tenants under the Existing Leases evidencing that all Existing Leases shall terminate (and the tenants shall completely vacate) by April 28, 2001, with no continuing liability for the Trustor, the Beneficiary, the Trustee, or their respective successors or assigns. Each Lease Termination Agreement has been formally filed with and finally approved by the appropriate court as a summary settlement agreement (“sokketsu wakai”) that is enforceable in accordance with its terms with no right of appeal or defenses to enforcement on the part of the tenants. The originals of all the Lease Termination Agreements approved by the court were submitted to the Trustee.

(8) The information contained in this Trust Agreement is true and accurate in all material respects.

(9) Property tax and any other public taxes and impositions or any other assessments on the Property which are due and payable were duly paid and there are no delinquent taxes, impositions or assessments.

(10) The Initial Trustor has delivered or provided any important documents currently existing in relation to the Property (including but not limited to documents, building confirmation notices, certificates of inspection and any other documents related to the Property or any other important equipment attached thereto) to the Trustee. All documents delivered by the Initial Trustor shall be the originals or true and correct copies thereof, and any information provided by the Initial Trustor shall be true and correct.

(11) To the best knowledge of the Initial Trustor, no toxic substance has been emitted from the Property, and no toxic substance has been disposed thereon. The Initial Trustor has not been advised of any violation of environmental laws (including local regulations and administrative guidelines, “environmental laws”) in relation to the Property from any administrative agency. The current condition of the Property does not violate any environmental law.

3. In the event that any representations made by the Initial Trustors in Paragraph 1 or Paragraph 2 proves to be false or inaccurate at the time of execution of this Trust Agreement, and the Trustee or the Beneficiary, or any of their respective successors or assigns (the “Indemnified Parties”), suffers any damages on and after the execution date hereof due to such false or inaccurate representation, the Initial Trustors shall compensate the Indemnified Parties for such damages. In the event that any representation and warranty by the Initial Trustors set forth in this article proves to be false or inaccurate, the Initial Trustors shall immediately notify the Trustee in writing.

Article 7 (Representations and Warranties by the Trustee)

1. The Trustee represents and warrants to the Trustor and the Beneficiary that the following provisions are true as of the time of the execution of this Trust Agreement.

(1) The Trustee is a corporation duly established and existing under the laws of Japan and has the capacity to own its own properties, to perform the businesses in which it is currently engaged, to execute this Trust Agreement and to perform all of its obligations hereunder.

(2) The execution of this Trust Agreement, performance of the provisions hereof and execution of the transactions contemplated hereunder by the Trustee fall within the scope of business of the Trustee, and the Trustee has followed all procedures necessary for the execution and performance hereof and the execution of said transactions required under the laws and internal regulations of the Trustee.

(3) This Trust Agreement constitutes a valid and binding obligation of the Trustee under the laws applicable to the Trustee upon the execution hereof, and is enforceable under the provisions hereof.

(4) (i) Excluding those already obtained or performed in accordance with applicable laws, no approval, acceptance or consent from a governmental agency or any other third party, or notice thereto is required for the execution of this Trust Agreement, the performance of any provisions hereof, or the execution of any transaction contemplated hereunder by the Trustee, and (ii) the execution of this Trust Agreement, the performance of any of the provisions herein and the execution of any transactions contemplated hereunder by the Trustee will not conflict with nor contradict any laws, regulations, circulars, orders, court decisions, warrants, articles of incorporation and any other internal regulations of the Trustee, and any agreements or instrument with a third party to which the assets of the Trustee are bound.

(5) There are no pending lawsuits, arbitrations, conciliations or any administrative procedures which may adversely affect the financial or managerial position of the Trustee, or the execution of this Trust Agreement, the performance of any provisions hereof, or the execution of any transactions contemplated hereunder by the Trustee.

(6) The Trust to be created under this Trust Agreement is a true and genuine real estate trust.

Chapter 2 Beneficiary Right

Article 8 (Beneficiary Right)

The initial Beneficiary who has the beneficiary rights under this Trust Agreement (hereinafter the “Beneficiary Right”) shall be the Initial Trustors (who may also be referred to as the “Initial Trustors/Beneficiaries”).

Article 9 (Issuance of Beneficiary Certificate)

The Trustee shall prepare beneficiary certificates evidencing the Beneficiary Rights under this Trust Agreement, and shall deliver such certificates to the Beneficiaries without delay. However, the Trustee shall omit issuance of such beneficiary certificates to the Initial Trustors/Beneficiaries.

Article 10 (Transfer, Succession, Pledge of Beneficiary Right)

1. The Initial Trustors/Beneficiaries shall assign the interest of the trustors under the Trust (the “Trustor Right”) and the Beneficiary Right to ＿＿＿＿＿ promptly after the execution of this Trust Agreement pursuant to that certain Beneficiary Interest Purchase Agreement dated __________, 2001, by and among the Initial Trustors/Beneficiaries and ＿＿＿＿＿. The Trustee shall consent to and acknowledge the transfer of the Trustor Right and the Beneficiary Right of this Trust from the Initial Trustors/Beneficiaries to said assignee of the Trustor Right and the Beneficiary Right, by an instrument with a fixed date in order to perfect said transfer of the Trustor Right and the Beneficiary Right. The Initial Trustors/Beneficiaries shall not exercise their rights whatsoever as beneficiaries or the trustors hereunder after the time the Trustor Right and the Beneficiary Right have been transferred to ＿＿＿＿＿.

2. Except in the case of Paragraph 1 above, the Initial Trustors/Beneficiaries may not assign, transfer, pledge, establish security by way of assignment, or otherwise dispose of the Trustor Right or the Beneficiary Right to a third party.

3. After the assignment of the Trustor Right and the Beneficiary Right to ＿＿＿＿＿ referred to in Paragraph 1 above, the Trustee shall change the registration of the Beneficiary promptly, and the new Beneficiary shall bear the expenses for such change.

4. ＿＿＿＿＿ shall succeed to the rights and obligations of the Beneficiary under this Trust Agreement, and the status of the Trustor (however, the Initial Trustors shall remain liable for the obligations, warranties and representations of the Initial Trustors prescribed in Articles 2, 4, 5, 6, 12 and 25 and ＿＿＿＿＿ shall not succeed to such liability) .

5. The Initial Trustors understand and acknowledge that the Trustee and ＿＿＿＿＿, as successor to the Trustor Right and the Beneficiary Right, shall amend and restate the Trust Agreement, and the Initial Trustors agree that after such amendment and restatement the Initial Trustors shall remain liable for the obligations, warranties, indemnities, and representations of the Initial Trustors prescribed in Articles 2, 4, 5, 6, 12 and 25 of this Trust Agreement.

Chapter 3 Administration, Management and Disposal of the Trust Assets

Article 11 (Administration, Management and Disposal of the Property)

The Trustee shall manage and operate the Trust Assets and other administrative affairs related thereto in a prudent manner.

Article 12 (Payment of Expenses)

1. Any expenses for administrative affairs of the Trust shall be paid from funds of the Trust Assets.

2. The Initial Trustors shall deposit with the Trustee the sum of \__________ to be used to pay for any and all costs and expenses, including but not limited to the cost of insurance and legal fees and expenses, incurred by the Trustee or the Beneficiary, or any of their respective successors and assigns, during the period from the commencement of this Trust until all existing tenants of the Property and their possessions have been completely removed from the Property (the “Eviction Costs”). If the above funds are not adequate, the Initial Trustor shall promptly pay to the Trustee any amounts necessary to cover the Eviction Costs.

Chapter 4 Calculation

Article 13 (Definition of Principal)

Under this Trust Agreement, the Property shall be the principal of the Trust.

Article 14 (Trust Income)

Under this Trust Agreement, any profits arising from the Trust Assets shall be trust income.

Article 15 (Calculation of Trust; Reports on Conditions of the Trust Assets)

During the effective term of the Trust Agreement, the Trustee shall calculate the trust each month and report this to the Beneficiary.

Article 16 (Delivery of Profit)

The Trustee shall deliver the net profit for each month in cash to the Beneficiary within three (3) business days from each date of calculation.

Article 17 (Trust Fee)

The Trustee is entitled to receive [ ] Yen per year as a trust fee.

Chapter 5 Disposition of Damaged Property

Article 18 (Damages to the Property)

In accordance with the instructions from the Beneficiary, the Trustee shall restore and repair any damaged Property within any insurance proceeds and cash in the Trust Assets. The Trustee shall consult the Beneficiary on the measures to be taken for such damaged Property.

Chapter 6 Termination of Trust

Article 19 (Termination of Trust Agreement)

1. This Trust Agreement shall terminate before the expiration of the term set forth in Article 3 if the purpose of the Trust can no longer be fulfilled.

2. Except as provided in Paragraph 1, this Trust Agreement may not be canceled before expiration of the term set forth in Article 3.

Article 20 (Delivery of Principal upon Termination of the Trust Agreement)

1. Upon the termination of this Trust Agreement under the provisions hereof, the Trustee shall make the final calculation and obtain the Beneficiary’s approval thereto.

2. The principal shall be delivered to the Beneficiary on an “as is” basis after obtaining the approval set forth in the previous paragraph and in exchange for the beneficiary certificate.

Article 21 (Account for Payment)

The remittance of any amount to be paid to the Beneficiary under this Trust Agreement shall be made to a bank account designated by the Beneficiary.

Chapter 7 Miscellaneous

Article 22 (Modification of Agreement)

The provisions of this Trust Agreement may be modified, revised or supplemented only upon written consent of the Trustee and the Beneficiary.

Article 23 (Additional Measures)

The Beneficiary and the Trustee shall prepare, execute and deliver any agreements or other documents that are considered to be reasonably necessary to achieve the objectives of the Trust.

Article 24 (Matters Not Provided under the Agreement)

The Beneficiary and the Trustee shall consult with one another in good faith for matters that are not provided in this Trust Agreement.

Article 25 (Confidentiality)

The Initial Trustors and the Trustee shall not disclose information which is not in the public domain concerning the transactions contemplated hereunder to any third party without obtaining the consent of the other parties, unless such disclosure is required to be made by laws or court procedures.

Article 26 (Governing Law and Agreed Jurisdiction)

1. This Trust Agreement shall be governed by and interpreted in accordance with the laws of Japan.

2. Any disputes arising from this Trust Agreement shall be resolved by the Tokyo District Court as a court with exclusive jurisdiction in the first instance.

Article 27 (Notification)

1. Any reports, notices and other communications made hereunder shall be addressed to the following addresses by registered mail or facsimile (to be subsequently confirmed with registered mail).

(1) The Initial Trustors

(2) The Trustee

(3) The Beneficiary

2. All reports, notices and other communications shall become effective upon their receipt.

3. Any change of address set forth in Paragraph 1 shall be notified to the other parties in the manner set forth in said paragraph.

Article 28 (Exhibits)

The Exhibits attached to this Trust Agreement shall constitute an integral part of this Trust Agreement.

IN WITNESS WHEREOF, the Initial Trustors and the Trustee shall prepare two (2) originals of this Trust Agreement, affix their respective names and seals on each, and each shall retain one (1) original.

Date: ___________________

The Initial Trustors/Beneficiaries

The Trustee

［原文］

Real Estate Trust Agreement

［翻訳］

不動産信託契約書