WITNESSETH:

EXHIBIT 10.11

SHAREHOLDERS AGREEMENT

THIS AGREEMENT, made and entered into this 29th day of, March 1996, by and among
AIR CO., LTD., a corporation duly organized and existing under the laws of Japan
and having its principal place of business at 0-00-00, Xxxxxxxxx-Xxxxx, Xxxxx-
Xxx, Xxxxx 000, Xxxxx (hereinafter referred to as "AIR"), ACTUATE SOFTWARE
CORPORATION, a corporation duly organized and existing under the laws of the
State of California and having its principal place of business at 000 Xxxxx Xxx,
Xxxxx 000, Xxx Xxxxx, Xxxxxxxxxx 00000, X.X.X. (hereinafter referred to as
"ASC"), TOSHIBA INFORMATION SYSTEMS (JAPAN) CORPORATION, a corporation duly
organized and existing under the laws of Japan and having its principal place of
business at 0-0, Xxxxxx-Xxx, Xxxxxxxx-Xx, Xxxxxxxx-Xxx, Xxxxxxxx 000 , Xxxxx
(hereinafter referred to as "TOSHIBA"), COMPUTER INSTITUTE OF JAPAN, LTD., a
corporation duly organized and existing under the laws of Japan and having its
principal place of business at Yokohama NT Bldg., 0-0-00, Xxxxxxxx, Xxxxx-Xx,
Xxxxxxxx, Xxxxxxxx 000, Xxxxx (hereinafter referred to as "CIJ"), SUMITOMO METAL
INDUSTRIES, LTD., a corporation duly organized and existing under the laws of
Japan and having its principal place of business at 7-28, 4-Chome, Xxxxxxxx,
Xxxx-Xx, Xxxxx 000, Xxxxx (hereinafter referred to as "SUMITOMO"), SOME 21 CO.,
LTD., a corporation duly organized and existing under the laws of Japan and
having its principal place of business at 1-18-11-520, Xxxxxxxxx, Xxxxxxx-Xx,
Xxxxx 000, Xxxxx (hereinafter referred to as "SOME 21"), and XXXXXXXX XXXXXX, an
individual residing at 3-9, 2-Chome, Xxxxxx-Xxx, Xxxx-xx, Xxxxx-Xxx, Xxxxx 000,
Xxxxx (hereinafter referred to as "HARADA");

WITNESSETH:

WHEREAS, AIR, ASC, TOSHIBA, CIJ, SUMITOMO, SOME 21 and HARADA (collectively
referred to as the "Parties") are desirous of establishing a joint venture
company in Japan in the field of computer software business; and

WHEREAS, all the Parties desire to have such a company develop and sell computer
software with the license granted from ASC;

NOW, THEREFORE, having mutual reliance and taking a long-term view of the
business, the Parties covenant and agree as follows:

ARTICLE 1. DEFINITIONS

1.1 "Party" shall mean either AIR, ASC, TOSHIBA, CIJ, SUMITOMO, SOME 21 or
-----
HARADA, as the case may be

1.2 "Closing" shall mean the completion of subscription and payment for the
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shares of the COMPANY by the Parties.

1.3 "Contribution Date" shall be , or such other date as the Parties agree on
-----------------
which the Parties shall subscribe and pay for the Shares.

1.4 "Yen" shall mean the lawful currency of Japan.
---

1.5 "Products" shall mean the computer software system and all versions thereof
--------
which is presently manufactured by ASC together with any improvements or
modifications thereof, as well as other goods as agreed upon by the Parties
from time to time.

1.6 "Purchase Price" shall mean the price in which the Parties will pay for the
--------------
COMPANY's shares.

1.7 "Shares" shall mean the shares of common stock of the COMPANY, specified in
------
Article 3 hereof, subscribed by each of the Parties.

1.8 "Investor Distributors" shall mean investors in the COMPANY who will also
---------------------
act as distributors of the Products.

1.9 "General Investors" shall mean investors in the COMPANY who will not be
-----------------
distributors of the Products.

ARTICLE 2. ESTABLISHMENT OF THE COMPANY

2.1 Incorporation of the New Corporation
------------------------------------

The Parties hereto shall, within thirty (30) days after this Agreement takes
effect, incorporate or cause to be incorporated in Tokyo, Japan a corporation
(hereinafter referred to as "COMPANY") under the laws of Japan and AIR, as a
promoter, shall take all necessary steps, including, but not limited to, the
execution of all documents and registration of the COMPANY. The name of the
COMPANY will be [Japanese characters] (Actuate Japan Company Ltd.), or, if such
name is unavailable, any other name which the Parties may agree upon. The
registered

office of the COMPANY shall be situated in Tokyo, Japan.

2.2 Objects of the COMPANY
----------------------

The principal objects of the COMPANY shall be to manufacture, develop, market,
distribute and sell the Products in Japan with the license granted under a
master license agreement to be separately entered into by the COMPANY and ASC
(the "Master License Agreement"), and to do all business transactions incidental
or conducive thereto.

ARTICLE 3. INITIAL CAPITALIZATION AND SHARE OWNERSHIP

3.1. Capital of the COMPANY
----------------------

The COMPANY shall have the authority to issue an aggregate of nine thousand six
hundred (9,600) shares of common stock with par value of fifty thousand (50,000)
Yen. The COMPANY shall issue two thousand four hundred (2,400) shares at the
time of its incorporation.

3.2 Subscription of Shares
----------------------

The Parties shall subscribe immediately upon issuance to shares of the COMPANY
as follows:

Shares
------

AIR 400
ASC 200
TOSHIBA 400
CIJ 400
SUMITOMO 400
SOME 21 400
HARADA 200
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Total 2400

In the event that any third party desires to subscribe shares in the COMPANY
after the initial subscription as mentioned above, the value of the shares shall
be one hundred ten percent (110%) of the initial value if such shares are
subscribed within twelve (12) months after the execution of this Agreement. The
price of Shares purchased after the above mentioned period shall be determined
by the Parties to this Agreement.

3.3. Payment of Shares Subscribed
----------------------------

The Parties shall, upon allotment, pay in full in cash for shares subscribed
pursuant to Article 3 hereof as follows:

AIR 20,000,000 Yen
ASC 10,000,000 Yen
TOSHIBA 20,000,000 Yen
CIJ 20,000,000 Yen
SUMITOMO 20,000,000 Yen
SOME 21 20,000,000 Xxx
XXXXXX 10,000,000 Yen
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Total 120,000,000 Yen

3.4 Pre-emptive Right
-----------------

Holders of any shares of the COMPANY shall have the pre-emptive right to any
type of shares or any securities convertible to or exercisable for any type of
shares to be issued by the COMPANY in proportion to the number of voting rights
which the shares held by the holders at the time of issuance thereof represent.
If one of the Parties does not wish, in whole or in part, to subscribe to such
shares, the pre-emptive right of such Party shall pass to ASC who shall have the
right to acquire all or any part of the shares not so subscribed by such Party
or elect a third party to subscribe such shares. Shares not subscribed by ASC,
ASC's elected third party or any other Parties to this Agreement may be issued
to any third party which the Board of Directors of the COMPANY designates.

The Parties to this Agreement shall make sure that any third parties subscribing
shares in the COMPANY after the initial subscription as mentioned above in
Article 3.1 adopt the contents of and be made a party to this Agreement.
Further, upon the subscription of shares of the COMPANY, such third parties
shall not be entitled to elect its own directors.

3.5. Restrictions on Transfer of Shares
----------------------------------

None of the Parties shall, without the prior unanimous approval of the members
of the Board of Directors, sell, transfer, pledge, mortgage or otherwise dispose
of all or any part of its shares (including its right to subscribe to new
shares) in the COMPANY to any other person, firm or corporation.

ARTICLE 4. BUSINESS ACTIVITIES OF THE COMPANY

4.1 The business activities of the COMPANY shall be as follows:

(1) The COMPANY shall market and sell all versions of the Products
(including the Japanese and English versions) in Japan.

(2) The COMPANY shall create a Japanese version of the Products.

ARTICLE 5. SHAREHOLDERS' RIGHTS AND OBLIGATIONS

5.1 Matters that fall within the competence of the general meeting of the
shareholders shall be set forth in the Articles of Incorporation or, if not
so set forth, shall be determined in accordance with Japanese law. Voting
rights, quorum requirements and notices and other procedures for calling a
general meeting of shareholders shall be as provided for in the Articles of
Incorporation or, if not provided therein, as otherwise determined pursuant
to Japanese law.

5.2 Each Party hereto shall have one vote for each share and may be present at
any general meeting of shareholders in person or by proxy.

5.3 Unless otherwise required by the Articles of Incorporation or the laws of
Japan, any resolution at a general meeting of shareholders of the COMPANY
shall be decided by a simple majority of the votes of shareholders then
present in person or by proxy.

ARTICLE 6. INCENTIVES TO SHAREHOLDERS

6.1 Incentives

(A) ASC

In return for granting the exclusive right to develop, manufacture, market,
distribute and sell the Products in Japan, ASC will receive a ten million
(10,000,000) Yen fee after the COMPANY begins operations. In addition, ASC
will receive a call option for all the shares issued to the other investors
in the COMPANY as stated in section 6.2 of this Article.

(B) AIR

In return for supporting the COMPANY with the development of the Japanese
version of the Products, the COMPANY shall pay AIR for the expenses incurred in
the development support of the Japanese Version. Further, AIR shall obtain the
status of Class (B) distributor, attached hereto as Exhibit B, contained within
the distributorship agreement to be entered into between the COMPANY and the
various distributors immediately after the COMPANY's incorporation (hereinafter
referred to as the "Distributorship Agreement").

In addition, AIR shall have the right to purchase shares of the COMPANY if AIR
achieves the minimum target set in the management agreement to be separately
entered into by the COMPANY and AIR immediately after the COMPANY's
incorporation (hereinafter referred to as the "Management Agreement") on the
following scale:

(1) If AIR exceeds the average of the minimum and the maximum target set
forth in the Management Agreement for each of the first three (3)
years, AIR shall have the right to purchase one hundred (100) shares
of the COMPANY within two (2) months after the end of the third (3)
year;

(2) If AIR exceeds the average of the minimum and the maximum target set
forth in the Management Agreement for each of the first five (5)
years, AIR shall have the right to purchase two hundred (200) shares
of the COMPANY within two (2) months after the end of the fifth (5)
year;

(3) Upon the fulfillment of the requirements set in (1) and (2) above, the
maximum amount of the COMPANY's shares which AIR may purchase is three
hundred (300) shares at fifty thousand (50,000) Yen per share; and

(4) When the COMPANY's shares are purchased pursuant to (1) and/or (2)
above by AIR, AIR shall retain and not be permitted to transfer such
shares for a period of at least two (2) years from the date of
purchase.

Pre-emptive rights shall not attach to the above mentioned shares of the COMPANY
which may be purchased by AIR.

As an additional incentive to their investment, Investor Distributors shall
be granted distribution rights under the Distributorship Agreement and
obtain the status of Class (A) distributor contained therein without making
prepayment. In addition, they can obtain the status of Class (B)
distributor contained within the Distributorship Agreement by making a
prepayment of thirty million (30,000,000) Yen to the COMPANY as set forth
therein.

6.2 ASC'S Call Option

ASC can purchase from the other investors up to one hundred percent (100%) of
their shares. ASC must purchase the same percentage from each of the other
investors whenever a purchase is made under this option. When ASC request
repurchase, the price shall be determined by the type of investor. ASC shall
provide compensation, and the investors shall provide the shares within sixty
(60) days of ASC's request for purchase. If ASC is a public company at the time
of the repurchase, then ASC may exchange its common stock for the shares in the
COMPANY. The value of the ASC common stock shall be determined by the closing
price on the date that ASC requests repurchase. If ASC is not a public company
then the repurchase shall be made in cash.

ASC's repurchase price per share shall be determined by the following table.

Fourth Year Fifth Year Sixth Year

General
Investors 100,000 Yen 150,000 Yen 200,000 Yen

Investor
Distributors 75,000 Yen 100,000 Yen 150,000 Yen

In the event that ASC exercises its right to repurchase the shares of the
COMPANY within four (4) years from the commencement of this Agreement, the price
of the shares shall be equal to that of the fourth (4) year as listed above.

After the sixth (6) year, ASC's repurchase price shall increase each year by the
amount of two percent (2%) over the then prevailing long term prime rate in Yen
per annum listed on Mitsubishi Bank for the period on the first (1) day of the
seventh (7) year.

However, in the event that ASC purchases shares from third party

investors who acquired shares of the COMPANY under Article 3.1 and 3.4 above,
and such shares were issued by the COMPANY with the dissenting vote of ASC's
director, the shares shall be purchased by ASC from the third party investors at
five hundred 500) Yen per share.

6.3 Investor's Put Option

(A) ASC Becomes a Public Company

Nine (9) months after ASC becomes a public company, or more than fifty
percent (50%) of ASC's stock is. purchased by another public company which
is not an investment company ("acquiring company/") /then the Investor
Distributors can request that ASC repurchase one hundred percent (100%) of
their shares. They may not request a partial repurchase. Within sixty (60)
days of this request, ASC shall deliver to the Investor Distributor ASC's
common shares, the acquiring company's common shares, or cash to repurchase
the shares in the COMPANY owned by the Investor Distributor. ASC's or the
acquiring company's stock value shall be determined by its closing price on
the date of the request for repurchase. After the third anniversary of the
COMPANY, the price per share shall be the same as ASC's call price as
provided in Article 6.2. Prior to the third (3) anniversary the price per
share shall be equal to the initial purchase price.

(B) After Three Years and ASC is Not a Public Company

After the third (3) anniversary of the COMPANY the investors shall have a
put option even if ASC has not become a public company. If they exercise
this option then the investors must sell one hundred percent (100%) of
their shares to ASC. In this case, ASC shall have sixty (60) days to
deliver cash in exchange for the COMPANY shares or ASC can elect to
repurchase the shares out of the COMPANY's royalty stream to ASC. If ASC
elects to repurchase out of the royalty stream then the repurchase price
shall be divided into thirty (30) equal monthly payments which shall reduce
the payment from the COMPANY to ASC and instead be paid to the investor on
ASC's behalf. The funds available in the royalty stream shall be fifty
percent (50%) of each of the royalty payment to be made by the COMPANY to
ASC under the Master License Agreement. In the event such fifty percent
(50%) of the royalty stream is too small to pay all of the investors who
have requested repurchase, such fifty percent (50%) of the royalty stream
shall be

divided on a pro rata basis among the selling investors each month. In this
event, ASC shall pay all remainder of the purchase price at the thirtieth
(30) payment.

The price per share of this put option depends on whether the investor is a
General Investor or not In the Case of a General Investor the price shall
be as follows:

Fourth Year Fifth Year Sixth Year

General
Investor 75,000 Yen 100,000 Yen 125,000 Yen

After the sixth (6) year the put option price shall be equal to the sixth
(6) year price.

For the other investors the price depends on the results of the COMPANY
relative to the five (5) year plan which is part of the Management
Agreement. If the COMPANY's profits and revenue for the prior twelve (12)
month were each above the average of the minimum and maximum plan for that
period then the price shall be the same as for the General Investor.
Otherwise the price shall be equal to the initial purchase price.

ARTICLE 7. BOARD OF DIRECTORS

7.1 Number and Function of Directors.

The Board of Directors of the COMPANY shall be composed of nine (9)
members, of which two (2) shall be designated by AIR, two (2) by ASC, one
(1) by CIJ, one (1) by SOME 21, one (1) by TOSHIBA, one (1) by SUMITOMO and
one (1) shall be Xx. Xxxxxx Xxxx of ACCEL Japan, The representative
director/chairman shall be nominated by ASC and the representative
director/president shall be nominated by AIR.

If a director vacates his/her position during the term of this Agreement,
the Party which the vacating director represented shall have the right to
elect and fill the vacant director seat. However, in the event that Xx.
Xxxxxx Xxxx of ACCEL Japan vacates his position as director of the COMPANY,
the Board of Directors shall have the right to elect a director in his
place.

The quorum necessary for holding a meeting of the Board of Directors shall
be five (5) directors. Unless otherwise required by the laws of Japan, this
Agreement or the Articles of Incorporation, all actions taken by the
COMPANY through the Board of Directors shall require approval by a simple
majority of all directors

The management of the COMPANY shall rest with the Board of Directors to the
extent the Commercial Law of Japan requires.

7.2 Election of Directors

The directors shall be elected at the shareholders meeting.

The Parties hereto hereby mutually covenant and agree to vote their
respective shares of the COMPANY to cause the election of the persons so
nominated as provided in Article 7.1 herein.

7.3 Meeting of the Board

(a) A notice of the convocation of a meeting of the Board of Directors
shall be dispatched to each director at least fourteen (14) days prior
to the date of such meeting.

(b) The above mentioned notice may be waived or the above mentioned period
of notice may be shortened for a particular meeting of the Board of
Directors with the unanimous consent of the directors.

ARTICLE 8. RESPONSIBILITIES OF THE CHAIRMAN AND THE PRESIDENT

8.1 Responsibility of the Chairman

The Chairman shall approve the quarterly business plan, the conclusion of
major OEM contracts and the selection of primary distributors.

8.2 Responsibility of the President

The President shall make and submit the mid-term and annual business plans
to the Chairman and then to the Board of Directors for approval and, upon
approval, shall operate the COMPANY according to those plans. The President
shall also make and submit the quarterly business plan on the

basis of the annual business plan approved by the Board of Directors to the
Chairman and upon approval shall operate the COMPANY according to those
plans. If and when the personnel and general administrative expenses exceed
by a significant amount set forth in each such item of the annual business
plan, the President shall seek the approval of the Chairman and the Board
of Directors

The President shall have the power to order to outside engineers the
development of the Japanese versions of the Products.

ARTICLE 9. OPERATION OF THE COMPANY

(1) Consignment of Management

(a) After incorporation of the COMPANY, at least for the first three
(3) years with the option of extending the term for an additional
two (2) years upon mutual agreement, AIR shall be responsible for
managing the COMPANY under the Management Agreement and shall
make its best efforts to lead the COMPANY to do business by
itself after five (5) years. When the COMPANY agrees to the
extension, the decision of the Board of Directors shall be
required.

(b) After expiration of the Management Agreement, the COMPANY may
manage by itself or continue to defer management responsibilities
to AIR.

(c) Upon the termination of the Management Agreement for whatever
reasons, AIR shall still have the right to remain as a primary
distributor for the COMPANY unless AIR itself breaches the
Management Agreement or becomes insolvent.

(2) Development of the Japanese versions of the Products

(a) As the first priority objective, the COMPANY shall develop the
Japanese versions of the Products and translate the related
documents into Japanese and commercialize them with the support
of ASC.

(3) Porting, Maintenance and Support

(a) In addition to marketing the Japanese versions

of the Products, the COMPANY shall port them to a strategic
machine and commence the maintenance of the source code and the
operation of user support.

(b) Such work as stated in paragraph (a) above can be ordered to a
third party subject to approval of the Board of Directors.

(4) Support from ASC

(a) ASC shall receive engineers from the COMPANY for training
purposes during the period of development of the Japanese
versions of the Products.

(b) ASC shall assist the support department of the COMPANY through
fully making its on-line services accessible.

ARTICLE 10. ACCOUNTING

The COMPANY shall, based upon generally accepted accounting principles, maintain
accurate and faithful accounts of all business and shall prepare various reports
thereof. In particular, the COMPANY shall follow ASC's then current revenue
recognition policies. Each Party shall, at its own expense, be entitled to use
its appointed representative or public accountant to examine the ledgers of the
COMPANY at any reasonable time. The financial year shall begin on January 1 and
end on December 31.

ARTICLE 11. DIVIDEND POLICY

The Parties agree that it is their intention that the dividend Policy of the
COMPANY strengthen and develop the COMPANY, and that the COMPANY shall allow for
the retention of profits to provide operating capital and other financial
capital investment in order to establish the COMPANY on a sound financial
standing.

ARTICLE 12. THE CLOSING

Contribution date

(a) At the Contribution Date the Parties shall subscribe and pay fully in
cash for such shares as stipulated in

Article 3 hereof; and

(b) The Parties shall take all of the actions required by them as the
shareholders of the COMPANY in order for the COMPANY to perform the
actions required on its part by this Article 12.

ARTICLE 13. CONDITIONS TO THE CLOSING

The obligation of the Parties under this Agreement shall be subject to the
satisfaction of each of the following conditions prior to or at the time of the
Closing:

(a) Representations and Warranties. The representations and warranties of
------------------------------
the Parties contained in this Agreement being true in all material
respects, as of the date of this Agreement and up to and including the
date of Closing;

(b) Performance of Obligations of the Parties. All obligations of each of
-----------------------------------------
the Parties to be performed prior to or at the time of the Closing
pursuant to the provisions of this Agreement shall have been duly
performed;

(c) All Proceedings to be Satisfactory. All corporate and other
----------------------------------
proceedings to be taken by the Parties in connection with the
transactions contemplated hereby and all documents incident thereto
shall be satisfactory in form and substance to the Parties, and the
Parties shall have received all such counterpart originals or
certified or other copies of such documents as they may reasonably
request; and

(d) Governmental Approvals. All approvals of the Government of Japan and
----------------------
the Government of the United States, if any, necessary for the
performance of this Agreement shall have been obtained, and such
approvals shall be in full force and effect on the date of Closing.

ARTICLE 14. REPRESENTATIONS AND WARRANTIES

Each Party represents and warrants to the other Parties as follows:

(a) Organization and Authority. Each Party is a
--------------------------

corporation duly organized, validly existing and in good standing
under the laws of its respective countries; is duly qualified to
transact business in and is in good standing under the laws of all
other jurisdictions where it now transacts business; has all requisite
corporate power and authority to own, lease or operate its properties
and to transact its business as now being transacted; and has all
licenses, permits or other authorizations, and has taken all actions,
required by applicable laws or governmental regulations in connection
with its business as now transacted.

(b) Validity of this Agreement. Each Party has the right and power to
--------------------------
enter into and perform its obligations under this Agreement; has taken
all necessary corporate action required to enter into and perform
their obligations under this Agreement and this Agreement constitutes
the legal, valid and binding obligation of each of the Parties,
enforceable in accordance with its terms.

(c) Adequate Financing. Each Party has funds sufficient to pay the
------------------
Purchase Price and there is no litigation, legal action, arbitration,
proceeding, demand, claim or investigation pending or to the knowledge
of each of the Parties threatened, planned or contemplated against
such Parties which might adversely affect the ability of such Parties
to consummate the transactions contemplated hereby.

(d) Full Disclosure. The disclosures of each of the
---------------
Parties contained in this Agreement or any Exhibit
hereto contain no untrue or misleading statement
of any material fact and do not omit to state a
material fact required to be stated therein or
necessary to make the statements therein, in the
light of the circumstances under which they were
made, accurate.

ARTICLE 15. INDEMNIFICATION

Indemnification by the Parties. Each Party shall indemnify and hold the other
------------------------------
Parties and the COMPANY harmless against, and shall reimburse the other Parties
or the COMPANY, as the case may be, for any loss or damage including without
limitation attorney's fees reasonably incurred arising out of any

misrepresentation, breach or nonfulfillment of the conditions specified in
Article 13 and 14 of this Agreement.

ARTICLE 16. EFFECTIVE DATE

This Agreement shall come into effect upon the date first above written.

ARTICLE 17. TERMINATION FOR CAUSE

17.1 After the Closing, in the event that i) any of the Parties fails to
perform any material obligation or undertaking to be performed by it under
this Agreement and such failure shall not be cured within ninety (90) days
after written notice thereof from such a Party ("Causing Party") or ii)
any of the Parties are dissolved, liquidated, unable to pay its debts as
they become due as a consequence of bankruptcy, or voluntarily or through
compulsion assigns all or a major portion of its assets to a third party
("Causing Party"), any of the other Parties shall have the right to
terminate this Agreement forthwith by giving written notice of termination
to the Causing Party.

17.2 In the event that this Agreement was terminated in any event described in
Article 17.1, upon termination of this Agreement, the other Parties or its
designee shall have a priority right (but not obligation) to purchase all
shares owned by the Causing Party at a twenty percent (20%) off price per
share the value of which is calculated on the basis of the Net Book Value
as determined by a qualified appraiser appointed by mutual agreement of
the Parties or, failing such agreement, by a reputable accounting firm of
international standing having a branch in Japan, to be appointed by the
President of the International Chamber of Commerce in Tokyo.

17.3 The Net Book Value of the COMPANY, as used herein, shall mean the
aggregate amount of assets shown on the books of the COMPANY as of the
date (the "Determination Date") which shall be the last day of the month
preceding the date of the purchase option mentioned above in Article 17.2,
less the aggregate amount of liabilities shown thereon at such date. Fixed
assets, land, buildings, machine tools and machinery shall be evaluated on
the basis of replacement cost after deduction of an equitable amount for
wear and tear, and the resulting adjusted value shall replace the

corresponding book value. Inventories shall be evaluated at the import
price of goods and components thereof. Leased goods shall be evaluated at
replacement cost after deduction of both (i) an equitable amount for wear
and tear, and (ii) outstanding rents payable on or after the Determination
Date.

ARTICLE 18. TERMINATION FOR BUSINESS REASONS

In the event that the COMPANY shall have an accumulated loss in retained
earnings of the amount no less than its capital as of its audited balance sheet
for any fiscal year, the Parties shall consult the possibility of dissolution of
the COMPANY.

ARTICLE 19. SECRECY OBLIGATION

All of the Parties shall maintain the secrecy of and not disclose to any third
party any technical, economic, financial and/or marketing information obtained
from the other Parties and the COMPANY. However, this shall not apply to
disclosures of information clearly required by this Agreement, related
agreements or law.

The secrecy obligations of the Parties arising from this Agreement shall not
apply to information obtained from the other Parties or from the COMPANY which,
with the exception of a Party's intentional or negligent disclosure, becomes
published or otherwise public knowledge, or which was known to the Parties
receiving disclosure at the time of such disclosure. The above mentioned
obligations, as limited, shall continue in effect after the termination of this
Agreement for a period of five (5) years.

ARTICLE 20. FORCE MAJEURE

None of the Parties shall be responsible for failure to observe or perform its
obligations under this Agreement if such failure is due to Act of God, war,
warlike hostility, civil commotion, riots, strikes, governmental acts, sabotage,
labor troubles or any other causes which are beyond reasonable control of the
Party so affected. In no event shall lack of finances be considered as a cause
beyond reasonable control of a Party. The Party so affected shall promptly give
the other Parties reasonably detailed written notice of the Cause of such
failure and probable extent of continuance of such cause and use its best
efforts to avoid or remove such cause. Whenever such cause

is removed, such Party shall resume and complete performance as soon as
practicable.

ARTICLE 21. ARTICLES OF INCORPORATION

21.1 The Articles of Incorporation of the COMPANY attached hereto as Exhibit
(A) shall constitute a part hereof.

21.2 In the event of any discrepancy between the provisions of this Agreement
and the provisions of the Articles of Incorporation, the provisions of
this Agreement shall prevail.

ARTICLE 22. NOTICES

All notices required or permitted by this Agreement shall be dispatched in
writing to the intended recipient at the addresses listed above for each of the
Parties.

Any of the Parties may change its above address by notice dispatched in
accordance with the provisions hereof.

Notices as well as other written messages may be delivered by hand, facsimile or
registered airmail; provided, however, facsimiles shall be confirmed by
registered airmail within seven (7) days. All notices so dispatched shall be
deemed effective upon delivery.

ARTICLE 23. MISCELLANEOUS PROVISIONS

23.1 GOVERNING LAW

The drafting, legal validity, interpretation and enforcement of this
Agreement shall be governed by the laws of Japan.

23.2 ARBITRATION

All disputes, conflicts and differences between the Parties arising out of
or in connection with this Agreement shall be finally resolved in Tokyo,
Japan, under the Commercial Arbitration Rules of the Japan Commercial
Arbitration Association, with English language to be used. The award shall
be final and binding upon the Parties hereto.

23.3 COMMON LANGUAGE

All communications between the Parties, whether oral or written, with
respect to or in connection with this Agreement and the COMPANY, shall be
conducted in English.

23.4 CONTROLLING VERSION

The English language version of this Agreement shall be deemed
controlling.

23.5 ASSIGNMENT

This Agreement may not, either through the act of any Party or through
application of law, be assigned without the prior written consent of the
Parties.

23.6 PUBLIC ANNOUNCEMENT

All public announcements relating to this Agreement or the transactions
contemplated hereby, including announcements to employees, shall be made
only as may be agreed upon jointly by the Parties hereto.

23.7 HEADINGS

All headings of the articles of this Agreement are for convenience of
reference only and shall neither be deemed a part of this Agreement nor be
permitted to influence the interpretation hereof.

23.8 ENTIRE AGREEMENT; AMENDMENT

This Agreement and the Exhibits attached hereto constitute the entire
agreement of the Parties hereto and supersede any and all prior
negotiation, correspondence, understanding and agreements among the
Parties respecting the subject matter hereof. This Agreement may only be
amended through a written agreement signed by the Parties.

23.9 SEVERABILITY

Any articles or provisions of this Agreement which are invalid or
unenforceable shall have no influence upon the validity or enforceability
of the remaining articles or provisions of this Agreement. However, this
shall not apply if said invalid or unenforceable provisions are
fundamental to this Agreement or cannot legally be severed herefrom.
Moreover, the Parties shall attempt to negotiate

substitute provisions which achieve the objectives of this Agreement and
the intent of the Parties.

23.10 WAIVER

The failure of a Party to exercise any right provided by this Agreement or
to protest any breach of this Agreement by the other Party shall not be
deemed a waiver of said Party's right to exercise said right or to protest
said breach at any other time.

23.11 ACKNOWLEDGEMENT

The Parties hereto acknowledge the terms and conditions of this Agreement
and hereby undertake to ensure that the COMPANY shall carry out its
management and administration and its business in accordance with the
terms and conditions of this Agreement and shall perform all obligations
intended under this Agreement to be undertaken or performed by the
COMPANY.

IN WITNESS WHEREOF, the Parties have caused their duly authorized
representatives to execute this Agreement in seven (7) originals as of the
day and year first appearing hereinabove. Each Party shall retain one
signed original.

AIR CO., LTD.

By: /s/ Xxxxxx Xxxxxxxx
--------------------
Name: XXXXXX XXXXXXXX
Title: President

ACTUATE SOFTWARE CORPORATION

By:/s/ Xxxxxxx Xxxxxxxxxx
------------------------
Name: XXXXXXX XXXXXXXXXX
Title: President

TOSHIBA INFORMATION SYSTEMS (JAPAN) CORPORATION

By: /s/ Xxxxxx Xxxxx
------------------
Name: XXXXXX XXXXX
Title: GENERAL MANAGER
TOKYO SOFTWARE DEVELOPMENT CENTER

COMPUTER INSTITUTE OF JAPAN, LTD.

By: /s/ Marashiko Oshika
---------------------
Name: Marashiko Oshika
Title: Director Manager

SUMITOMO METAL INDUSTRIES, LTD.

By: /s/ Xxxxxx Xxxx
----------------
Name: XXXXXX XXXX
Title: DIRECTOR/GENERAL MANAGER

SOME 21 CO., LTD.

By:/s/ Xxxxx Xxxxxxxx
------------------
Name: XXXXX XXXXXXXX
Title: President

XXXXXXXX XXXXXX

By: /s/ Xxxxxxxx Xxxxxx
--------------------
Name:
Title:

EXHIBIT A
---------

ARTICLES OF INCORPORATION OF ACTUATE JAPAN COMPANY LTD.

CHAPTER I. GENERAL PROVISIONS

Article 1. Corporate Name
--------- --------------

The name of the Company shall be [Japanese characters]. In English, the Company
shall be called Actuate Japan Company Ltd.

Article 2. Objects and Purposes
---------- --------------------

The objects and purposes of the Company shall be as follows:

1. The import, development, manufacture, training, marketing and sales of
computer software and program systems;

2. Any other business related to or connected with the activities described
above.

Article 3. Location of Head Office
---------- -----------------------
The Company shall have its head office in Minato-Ku, Tokyo, Japan.

Article 4. Method of Public Notice
---------- -----------------------

All public notices by the Company shall be published in the Japanese Official
Gazette (Kampo).

CHAPTER II. SHARES

Article 5. Number of Shares Authorized to be Issued
---------- ----------------------------------------

The total number of shares authorized to be issued by the Company shall be nine
thousand six hundred (9,600) shares.

Article 6. Type and Par Value of Shares
---------- ----------------------------

All shares of the Company shall be voting shares of common stock with a par
value of fifty thousand (50,000) Japanese Yen per share.

Article 7. Right to New Shares
---------- -------------------

Holders of any shares of the Company shall have the pre-emptive right to any
type of shares or any securities convertible to or exercisable for any type of
shares to be issued by the Company in proportion to the number of voting rights
which the shares held by the holders at the time of issuance thereof represent.

Article 8. Types of Share Certificates
---------- ---------------------------

1. Share certificates to be issued by the Company shall be in denominations of
one (1), ten (10), one hundred (100) and one thousand (1,000) shares, or in
such other denominations as shall be determined by the Board of Directors.

2. In the event that a shareholder does not wish to possess the share
certificates in his/her custody, the shareholder shall make a written
proposal to that effect to the Company and at the same time submit the
share certificates if they have already been issued.

Article 9. Restriction on Transfer of Shares
---------- ---------------------------------

1. The unanimous approval of the Board of Directors shall be required for the
transfer of shares.

2. The foregoing restriction shall be imprinted on the share certificates.

Article 10. Registration of Shareholders
----------- ----------------------------

1. Request for the registration of transfer of the shares of the Company shall
be made in the form specified by the Company and shall be submitted to the
Company together with the share certificates.

2. In case of the transfer of shares by the operation of law including
inheritance or merger, the documents to prove the cause of transfer shall
also be submitted to the Company.

Article 11. Registration of Pledge or Trust
----------- -------------------------------

1. Request for the registration of pledge of shares shall be made in the form
specified by the Company and shall be submitted to the Company together
with the share certificates; provided that Article 9 and 10 shall apply to
the transfer of the shares by foreclosure of the pledge.

2. In case a shareholder shall wish to place shares into trust, the provisions
of Article 9 through 11 shall apply mutatis mutandis.

3. Cancellation of the registration of the pledge or trust shall be subject to
the same procedure set forth in this Article

Article 12. Reissuance of Share Certificates
----------- --------------------------------

1. To request reissuance of share certificates which have been defaced or
split, or which are to be aggregated into a larger denomination, or any
reasons other than the loss or theft thereof, a written request in the form
prescribed by the Company and the share certificates shall be submitted to
the Company.

2. To request reissuance of share certificates which have been lost or are
otherwise not in the possession of the shareholder, a written request in
the form prescribed by the Company and the original copy or the certified
photocopy of the judgment of nullification of such lost share certificates
shall be submitted to the Company.

Article 13. Fees
----------- ----

The fees prescribed by the Company shall be paid by the shareholder in the event
of the request set forth in Articles 10, 11, or 12.

Article 14. Closing of the Shareholders' Register, etc.
----------- -------------------------------------------

1. Entries in the Shareholders' Register shall be suspended from the day
following the last day of each fiscal year of the Company until the close
of the ordinary general meeting of shareholders pertaining to the said
fiscal year.

2. In addition to the preceding paragraph, the Shareholders' Register may be
closed, if necessary, at any other time for a period not exceeding three
(3) months by giving at least two (2) weeks prior public notice thereof.

Article 15. Notification of Address, etc.
----------- -----------------------------

1. Each shareholder and registered pledges or their legal representative or
authorized representative shall notify the Company of his name, address and
seal impression by a written notification in the form prescribed by the
Company.

2. The Company shall likewise be notified of any changes in the matters
prescribed in the preceding paragraph.

3. Foreign nationals who are not accustomed to using seal impressions may
utilize their signatures for the purposes of the preceding two (2)
paragraphs.

CHAPTER III. GENERAL MEETINGS OF SHAREHOLDERS

Article 16. Convening of General Meetings of Shareholders
----------- ---------------------------------------------

An ordinary general meeting of shareholders of the Company shall be convened
during the month of March of each year. An extraordinary general meeting of
shareholders may be convened whenever necessary.

Article 17. Authority to Convene General Meetings of Shareholders
----------- -----------------------------------------------------

Except as otherwise provided by laws, general meetings of shareholders shall be
convened by the Chairman of the Board

(Kaicho) pursuant to a resolution of the Board of Directors. If the Chairman of
the Board is unable or unwilling to convene a general meeting of shareholders,
another director, in accordance with the order previously determined by the
Board of Directors, may convene the meeting.

Article 18. Location of General Meetings of Shareholders
----------- --------------------------------------------

General meetings of shareholder of the Company shall be held at the head office
of the Company or at such other place as the shareholders of record unanimously
agree.

Article 19. Notice of General Meetings of Shareholders
----------- ------------------------------------------

1. A notice of the convocation of a general meeting of shareholders shall be
dispatched in writing to each shareholder of record at least two (2) weeks
prior to the date of such meeting.

2. The above mentioned notice may be waived or the above mentioned period of
notice may be shortened for a particular general meeting with the unanimous
consent of the shareholders of record.

3. The notice of a general meeting of shareholders shall state the agenda of
the meeting.

Article 20. Person to Preside at General Meetings of Shareholders
----------- -----------------------------------------------------

The Chairman of the Board shall preside as chairman at all general meetings of
shareholders. If the Chairman of the Board is absent or unable to preside,
another director of the Company, in accordance with the order previously
determined by the Board of Directors, shall preside at the meeting.

Article 21. Resolutions of General Meetings of Shareholders
----------- -----------------------------------------------

1. Except as otherwise provided by laws or these Articles of Incorporation,
resolutions of a general meeting of shareholders shall be adopted by the
affirmative vote of a majority of the voting shares present or represented
by proxy at such meeting at which a majority of the issued and outstanding
shares are present or represented by proxy.

2. The following items shall be adopted by two thirds (2/3) vote of the voting
shares present or represented at a general meeting of shareholders at which
two thirds (2/3) of the issued and outstanding shares are present or
represented.

(i) Any amendments or other changes to the Articles of
Incorporation;

(ii) Changes to the composition of the Board of Directors;

(iii) Election or appointment, change or removal of any Director or
statutory auditor;

(iv) Early wind-up, liquidation or dissolution of the Company;

(v) Merger, reorganization, consolidation or other form of business
combination;

(vi) Dividends (including stock dividends) or similar payments to
shareholders or any stock split, combination or
reclassification of any securities;

(vii) Any other matters with respect to which Japanese law requires
the approval of more than a simple majority vote of the
shareholders; and

CHAPTER IV. DIRECTORS, BOARD OF DIRECTORS AND AUDITORS

Article 22. Number of Directors and Auditors
----------- --------------------------------

The Company shall have nine (9) directors and one (1) statutory auditor;
Directors and statutory auditors are not required to be shareholders of the
Company.

Article 23. Election of Directors and Statutory Auditors
----------- --------------------------------------------

1. All directors and statutory auditors shall be elected at a general meeting
of shareholders.

2. In case of election of directors, cumulative voting shall not be permitted.

Article 24. Term of Office Directors and Statutory Auditors
----------- -----------------------------------------------

1. All directors and statutory auditors shall hold office for a period
commencing upon the close of the ordinary general meeting of shareholders
at which they were elected and ending upon the close of the second and
third ordinary general meeting of shareholders respectively for directors
and statutory auditors following such election.

2. The term of office of a director or a statutory auditor elected to fill a
vacancy or elected due to an increase in number of directors shall be,
respectively, concurrent with the term of each office of the director or
the statutory auditor to whom he succeeds or the directors or the statutory
auditor in office at the time of his election.

3. A director or a statutory auditor may be re-elected for one or more terms
of office.

Article 25. Authority to Convene Meetings of Board of Directors
----------- ---------------------------------------------------

Meetings of the Board of Directors shall be convened upon the request of any one
(1) director of the Company.

Article 26. Notice of Meetings of Board of Directors
----------- ----------------------------------------

1. A notice of the convocation of a meeting of the Board of Directors shall be
dispatched in writing to each director and statutory auditor at least
fourteen (14) days prior to the date of such meeting.

2. The above mentioned notice may be waived or the above mentioned period of
notice may be shortened for a particular meeting of the Board of Directors
with the unanimous consent of the directors and statutory auditors.

Article 27. Person to Preside at Meetings of Board of Directors
----------- ---------------------------------------------------

The Chairman of the Board shall preside as chairman at meetings of the Board of
Directors; provided, however, that if the Chairman of the Board is unable or
unwilling to preside at a meeting, another director, in accordance with the
order previously determined by the Board of Directors, may preside at

the meeting.

Article 28. Quorum and Resolution of Board of Directors
----------- -------------------------------------------

1. The quorum for a meeting of the Board of Directors shall be five (5)
directors in office.

2. A resolution of the Board of Directors shall be made by the majority of
directors in office except for the transfer of shares in which the
unanimous vote of the Board of Directors will be required.

Article 29. Representative Directors, etc
----------- -----------------------------

1. The Board of Directors shall elect two (2) representative directors from
among the directors.

2. The Board of Directors shall elect the Chairman of the Board and the
President from among the representative directors.

Article 30. Remuneration and Retirement Allowances
----------- --------------------------------------

The directors and the statutory auditors will not receive compensation for their
services as such members.

CHAPTER V. ACCOUNTING

Article 31. Fiscal Year
----------- -----------

The fiscal year of the Company shall begin on January 1 of each year and end on
December 31 of the same year.

Article 32. Payment Dividends etc
----------- ---------------------

1. Dividends shall be paid to shareholders of record (including registered
pledgees) as of the last day of the business term for which the dividends
are declared. Dividends shall not yield interest.

2. The Company may, through a resolution of the Board of

Directors, make a distribution of each (interim dividends) to the
shareholders of record (including registered pledgees) as of the 30th day
of June each year pursuant to the provision of Article 293-5 of the
Commercial Code of Japan. Interim dividends shall not yield interest.

3. In the event that a shareholder has not received dividends or interim
dividends within three (3) years after the date on which the payment of
such dividends Or interim dividends was offered, the Company shall be
released from its obligation to make such payment.

CHAPTER VI. SUPPLEMENTARY PROVISIONS

Article 33. Share to be issued at Time of Incorporation
----------- -------------------------------------------

The number of the shares to be issued at the time of Incorporation of the
Company shall be two thousand four hundred (2,400) shares, with a par value of
fifty thousand (50,000) Japanese Yen, of common stock, which shall be issued at
the issue price of fifty thousand (50,000) Japanese Yen per share.

Article 34. Initial term of Office
----------- ----------------------

Notwithstanding the provisions of Article 24, the terms of office of the initial
directors and statutory auditors shall expire at the close of the first ordinary
general meeting of shareholders following their assumption of office.

Article 35. First fiscal year
----------- -----------------

The first fiscal year of the Company shall be from the date of incorporation of
the Company to December 31, 1996.

Article 36. Name and addresses of promoters and numbers of Shares to be
----------- -----------------------------------------------------------
subscribed
----------

The name and address of the promoter of the Company and the number of shares
subscribed are as follows:

Address Name the number of
------- ---- -------------
shares subscribed
-----------------

5-31-20 Senriyama-Nishi AIR CO., LTD 400
Suita-Shi
Osaka 000
Xxxxx

IN WITNESS WHEREOF, for the incorporation of Actuate Japan Company Ltd. the
following promoter prepared these Articles of Incorporation and affixed its name
and seal below.

March _____, 1996

_______________________

EXHIBIT B
---------

I. The DISTRIBUTOR's Advance Payment and Invoice Rate

[Class A]

1. Advance Payment: 30,000,000 Japanese Yen

2. Invoice Rate:

The following invoice rate shall be applied to the standard price
(including the various volume discounts) determined by the
COMPANY.

All versions of the PRODUCTS 50%

[Class B]

1. Advance Payment: 60,000,000 Japanese Yen

2. Invoice Rate:

The following invoice rate shall be applied to the standard price
(including the various volume discounts) determined by the
COMPANY.

All versions of the PRODUCTS 45%

II. Invoice rates for manuals, user support, training courses and other
services shall be determined separately.

III. The DISTRIBUTOR making the initial advance payment in accordance with the
above mentioned classifications shall have the right to the corresponding
invoice rate for the first two (2) years provided always that such payment
be made within the first (1) year of the COMPANY's operations. The second
and following advance payment shall be effective respectively for one (1)
year in order to enjoy the rights of the corresponding invoice rate.

IV. Any advance payment of the royalty which will not be utilized by the
DISTRIBUTOR for the period mentioned above may, at the option of the
DISTRIBUTOR, be added to the advance payment of royalty for the subsequent
period. However, in the event that the DISTRIBUTOR does not pay the advance
payment of royalty for the subsequent period, such DISTRIBUTOR will be
classified as [A Class] distributor.

V. Designated Bank:

Name of Bank
Current Account No.
Actuate Japan Company Ltd.

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