Annex F ------- NON-COMPETITION AND CONFIDENTIALITY ----------------------------------- A. Restrictions ------------ 1. Each of ABBA and ABBA-W, on the one hand, and Dylan, on the other, agrees with respect to itself and with respect to each of its...

                                                                    Exhibit 10.4


                                                                         Annex F
                                                                         -------


                       NON-COMPETITION AND CONFIDENTIALITY
                       -----------------------------------

A.    Restrictions
      ------------

1.        Each of ABBA and ABBA-W, on the one hand, and Dylan, on the other,
          agrees with respect to itself and with respect to each of its
          Controlled Subsidiaries, not to own or operate, or acquire or
          increase, except pursuant to existing preemptive rights, any equity
          interest in, any entity that owns (or has entered an agreement to
          acquire) or operates (or whose affiliate owns (or has entered an
          agreement to acquire) or operates) a Mobile Telecommunications
          Infrastructure (as defined below) in the other party's home territory.

2.        Each of ABBA and ABBA-W, on the one hand, and Dylan, on the other,
          agrees with respect to itself and with respect to each of its
          Controlled Subsidiaries, that it will not be a Reseller (as defined
          below) in the other party's home territory nor will it acquire or
          increase, except pursuant to existing preemptive rights, any equity
          interest in any entity that is, or has entered an agreement to
          acquire, (or whose affiliate is (or has entered an agreement to
          acquire)) a Reseller in the other party's territory.


3.        Each of ABBA and ABBA-W, on the one hand, and Dylan, on the other,
          agrees with respect to itself and with respect to each of its
          Controlled Subsidiaries, not to provide any, or provide rights to any,
          Mobile Multimedia Contribution (as defined below) to any entity that
          is (or whose affiliate is) engaged in any of the businesses described
          in sections A.1. and A.2. in the other party's home territory, except
          that, Dylan may provide such contribution outside of ABBA-W's home
          territory if the recipient thereof is bound by non-exportation
          restrictions with respect to ABBA-W's home territory similar to those
          imposed upon ABBA-W.

3A.       Nothing in sections A.1. or A.2.  prohibit any party from entering
          into customary commercial roaming agreements.

4.        Without limiting sections A.1. through A.3. above, for a period of 48
          months from the closing of the investment, each of ABBA and ABBA-W, on
          the one hand, and Dylan, on the other, agrees with respect to itself
          and with respect to each of its Controlled Subsidiaries, not to
          provide Mobile Multimedia Contribution to any entity that engages or
          intends, to the party's actual knowledge, to engage (or whose
          affiliate engages or intends, to the party's actual knowledge, to
          engage) in the other party's home territory in the business of
          developing or maintaining a Mobile Portal (as defined below).

          After the expiration of the 48-month period, Dylan and ABBA-W will
          discuss in good faith appropriate revisions to the restrictions on
          competition or the termination of such restrictions with respect to
          Mobile Portals in light of the then current state of the mobile
          telecommunications markets.





          Unless an alternate agreement is reached, after 48 months, Dylan may
          take any of the actions otherwise prohibited under the first paragraph
          of this section A.4, but only in accordance with the Release
          Conditions (as defined below). After 48 months, ABBA and ABBA-W shall
          no longer be subject to the restrictions contained in this Section
          A.4.


B.    Definitions
      -----------

1.        An entity "Competes" if (a) it (and/or its affiliate) offers products
          and/or services that are substantially substitutable with products
          and/or services of the other party's products and/or services by
          customers (including resellers) located in substantially similar
          geographic locales in each party's home territory such that there is a
          reasonable likelihood of customers (including resellers) substituting
          the competing product or service, and (b) the competing products
          and services, taken together, compete for a substantial portion of the
          customers (including resellers) of ABBA-W, the MMS or Dylan, as the
          case may be, in the geographic locale where such competition occurs.

2.        A "Controlled Subsidiary" of any entity means any entity with
          respect to which such first entity directly or indirectly owns or
          controls more than 50% of the voting power or the power to nominate
          or designate a majority of the board of directors or similar
          governing body.

3.        "home territory" means (a) North America, with respect to ABBA and
          ABBA-W, and (b) the nation of Japan, with respect to Dylan.

4.        "Mobile Multimedia Contribution" means the provision of the support,
          advice, services, activities, and technology included in Section 28A
          of the Term Sheet (including Annex D thereto) by way of any joint
          venture agreement, technology and know-how transfer agreement,
          services and support agreement that has been reduced to writing or
          any similar type of written agreement or in any other manner at a
          level that would not be considered to be DE MINIMIS.

5.        "Mobile Portal" means the provision of portal functionality by
          aggregating content or providing content that includes third party
          content to be supplied to consumers through a cell phone browser or
          other wireless access device. Without limiting the foregoing, it is
          agreed and understood that the portal functionality provided or
          enabled by the i-mode services is included within the definition of
          Mobile Portal.

6.        "Mobile Telecommunications Infrastructure" means a wireless mobile
          radio network to provide digital or analog voice and data
          transmission services to mobile communications terminals anywhere in
          the relevant home territory, unless such network does not have more
          than 100,000 subscribers and does not, or when operational would
          not, cover more than 10 million POPs.


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7.        "MMS" means the Mobile Multimedia Subsidiary created pursuant to the
          term sheet.

8.        Under the "Release Conditions" actions will be permitted as follows:
          (a) if the written consent of ABBA-W has been obtained or (b) if prior
          to taking such action all Dylan representatives on the ABBA board, but
          not the ABBA-W board, and all other Dylan representatives or designees
          appointed to the management or any governance body or committee of the
          MMS (including under Sections 10 and 11 of the term sheet) shall have
          resigned, and in each case Dylan shall have relinquished its right to
          nominate, appoint or designate any such directors, representatives or
          designees in the future.  In the case of any such resignations, Dylan
          shall be released from any and all of its obligations duties relating
          any management, directorships or membership or participation in
          any such governance body.

9.        "Reseller" is an entity that (a) provides mobile telecommunication
          services without owning its own infrastructure but by using a third
          party's Mobile Telecommunications Infrastructure, (b) has at least
          100,000 subscribers and (c) serves, or has the right or licenses to
          offer services in, an area or areas covering at least 10 million
          POPs.

C.    Duration of Restrictions
      ------------------------

      1. With respect to Sections A.1, A.2 and A.3 above, Dylan shall be subject
      to these restrictions unless and until (i) 90 days after any of the
      circumstances described in the second paragraph of Section 30 of the term
      sheet (i.e., reduction in interest due to spin put, technology default
      repurchase or redemption) or (ii) Dylan's voting and economic interest in
      ABBA-W has been less than 10% (or 8% if Dylan still owns 10/16 of its
      original shares) for a continuous period of at least 12 months (i.e., test
      relates to Dylan's board and management rights).

      2. ABBA shall be subject to the Section A restrictions until the earlier
      of the Spin-off and the first date that Dylan exercises any put,
      liquidation or registration right as a result of the non-occurrence of the
      Spin-off.

      3. ABBA-W shall be subject to the Section A restrictions until the earlier
      of (A) the date Dylan first ceases to be subject to the Restrictions, and
      (B) the date Dylan first relinquishes its board and management rights in
      accordance with clause (b) of the definition of Release Condition.

      4. ABBA's and ABBA-W's investment in JT shall not be subject to the
      Section A restrictions and JT shall not be deemed to be a Controlled
      Subsidiary of ABBA or ABBA-W, provided that nothing herein shall diminish
      or limit Section 17 of the term sheet.

      5. Nothing in the restrictions above will prohibit either party from
      making any investment if the investing party (i) does not hold a
      beneficial interest in the target entity in excess of 5% of any equity or
      management class of shares of such target entity and (ii) does

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      not exercise control of, or management authority in, or provide any Mobile
      Multimedia Contribution to such target entity.

      6. If ABBA or ABBA-W, on the one hand, or Dylan, on the other, materially
      breaches any of its obligations hereunder and fails to cure such breach
      within 30 days of receiving notice from the other party or parties, than
      such other party or parties shall immediately be released from all of the
      restrictions hereunder.

D.    Non-Disclosure Commitment/Dylan Parent and Other.
      ------------------------------------------------

      1. ABBA-W and Dylan each hereby agree (and each intends to cause the
      agreement in this Section D to be set forth in a more complete definitive
      agreement) to keep confidential and protect each other's Proprietary
      Information. This will include ensuring that directors, secondees and any
      other employees with access to Proprietary Information of the other party
      remain bound by strict nondisclosure policies and procedures consistent
      with this Section D, and only utilize Proprietary Information for purposes
      related to the purposes for which such information was disclosed. In
      addition, each party further agrees that in no case shall any Proprietary
      Information of the other party be transferred in any form (including
      orally and visually) outside of the respective home territories.
      "Proprietary Information" shall mean any and all information of either
      party of a confidential nature, including without limitation non-public
      information relating to the disclosing party's technology, technical data,
      trade secrets, know how, customers, business plans, marketing activities,
      financial data and other business affairs that is disclosed by one party
      to the other party or that is otherwise learned by a party in the course
      of its discussions or business dealings with, or its physical or
      electronic access to the premises of, the other party that, if disclosed
      in written form, is conspicuously marked at the time of initial
      disclosure, or promptly thereafter, as the disclosing party's Proprietary
      Information, and, if in oral or visual form, is promptly followed by a
      writing delivered to the receiving party designating the information
      considered confidential; PROVIDED, HOWEVER, that "Proprietary Information"
      does not include any information that: (i) was in possession of or known
      to the receiving party, without any obligation of confidentiality to the
      disclosing party, prior to receiving it from the disclosing party; (ii)
      is, or subsequently becomes, publicly available without breach of these
      confidentiality provisions; (iii) is or becomes known or available to the
      receiving party from a source other than the disclosing party that, to the
      receiving party's knowledge, is not prohibited from disclosing such
      Proprietary Information to the receiving party by a contractual, legal or
      fiduciary obligation owed by such other third party to the disclosing
      party; (iv) is developed by or for the receiving party without use of the
      Proprietary Information; or (v) is or becomes available to the receiving
      party by lawful inspection or analysis of products or services offered for
      sale; or (vi) is disclosed to the receiving party by the disclosing party
      after receiving written notification from the receiving party that does
      not desire to receive any further Proprietary Information.

      2. The foregoing notwithstanding, the terms of confidentiality hereunder
      shall not be construed to in any way limit either party's right to
      independently develop or acquire products, services or other information
      without use of the other party's Proprietary Information. Each party
      acknowledges that the other party has developed and intends to continue to
      develop, both internally and with the assistance of third parties,
      products,


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      services and other information related to Mobile Portals and
      data networks, including products, services and other information which
      may be similar to Proprietary Information disclosed by the other party.
      Accordingly, nothing herein, or any other agreement between the parties,
      will be construed as a representation or agreement that the receiving
      party will not develop or have developed for it (or deploy) products,
      services, concepts, systems or techniques that are similar to or compete
      with the products, concepts, systems or techniques contemplated by or
      embodied in the Proprietary Information of the other party, provided that
      the receiving party does not violate any of its obligations under this
      Section D in connection with such development. Further, notwithstanding
      any other provision hereof or agreement between the parties, both parties
      shall be free to use for any lawful purpose the residuals resulting from
      access to or work with any Proprietary Information, provided that such
      party shall maintain the confidentiality of the Proprietary Information as
      provided herein. The term "residuals" means information in non-tangible
      form, which may be retained by persons who have had access to the
      Proprietary Information, including ideas, concepts, know-how or techniques
      contained therein so long as such "residuals" are not themselves
      substantially identical to the Proprietary Information on which any such
      residual is based. Neither party shall have any obligation to limit or
      restrict the assignment of such persons or to make payment of any kind to
      the other party for any work resulting from the use of residuals.

      3. In the event that the receiving party is requested or becomes legally
      compelled to disclose any Proprietary Information, then before
      substantively responding to any such request or requirement, the receiving
      party will provide the disclosing party with prompt written notice of any
      such request or requirement so that the disclosing party may seek a
      protective order or other appropriate remedy, or both, or waive compliance
      with the provisions of this Section D or other appropriate remedy, or if
      the disclosing party so directs, the receiving party will exercise its own
      reasonable best efforts to assist the disclosing party in obtaining a
      protective order or other appropriate remedy at the disclosing party's
      expense. If, failing the entry of a protective order or other appropriate
      remedy or the receipt of a waiver hereunder, disclosure of any Proprietary
      Information is, in the opinion of the receiving party's counsel, required,
      the receiving party may furnish only that portion of the Proprietary
      Information which is in the opinion of the receiving party's counsel
      legally required to be furnished. In any event, the receiving party will
      cooperate fully with any action by the disclosing party to obtain an
      appropriate protective order or other reliable assurance that confidential
      treatment will be accorded the Proprietary Information.

      4. The obligations and covenants contained in this Section D shall be
      subject to and performed in accordance with any applicable U.S. and
      Japanese laws and regulations.


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