Unassociated Document


     

    Exhibit
      10.23

     

    Confidential
      treatment has been requested for portions of this exhibit. The copy filed
      herewith omits the information subject to the confidentiality request. Omissions
      are designated as [***]. A complete version of this exhibit has been filed
      separately with the Securities and Exchange Commission.

    


    PHILIPS
      INFORMATION TECHNOLOGY CONSULTANCY AGREEMENT

    


    This
      Agreement is entered into on this 1st day of October, 2007 (the “Commencement
      Date”), by and between: Philips Electronics North America Corporation, having
      its principal address at 1251 Avenue of the Americas, New York, NY 10020-1104
      (“PENAC”) and HSS Consultancy, LLC, having its principal address at 405 North
      Reo Street, Suite 300, Tampa, Florida 33609 (“Consultant”). PENAC and Consultant
      are hereinafter also referred to individually as “Party” and collectively as
“Parties.”

    


    WHEREAS:

    


    A. Philips
      Medical Systems North America Company (“PMSNA”), a division of PENAC, operates a
      Service Innovations Group (“SIG”) at offices located at 489 Fifth Avenue, New
      York, New York;

    


    B. [***];

    


    C. PMSNA
      desires to transfer the projects, operations and responsibilities currently
      carried out by SIG to Consultant and desires to facilitate the hiring by
      Consultant of those mutually agreed upon employees currently employed by PMSNA
      in SIG (each, a “Hired Employee” and collectively, the “Hired
      Employees”);

    


    D.
       Consultant
      desires, subject to the terms and conditions stated herein, to render the
      Services set forth herein and to engage the Hired Employees;

    


    E. Philips
      and Consultant wish to establish the terms of a business relationship in which
      Consultant will perform on behalf of Philips, among such other services as
      the
      Parties may agree, the services formerly provided by SIG; and 

    


    F. All
      such
      services will be provided to Philips pursuant to the Pricing Structure in Annex
      1 and the Statement of Work (the “SOW”) and Purchase Orders agreed to by the
      Parties and attached hereto as Annex 2. 

    


    NOW
      THEREFORE, THE PARTIES HERETO AGREE AS FOLLOWS:

    


    Article
      1
      - Definitions

    


    The
      following terms shall have the meaning assigned to them hereunder:

     

    
      

    

    [***]
      Confidential Treatment Requested

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    1.01
       “Agreement”
      shall mean this Philips Information Technology Consultancy Agreement, including
      any and all schedules and annexes attached hereto.

    


    1.02 “Acceptance
      Procedure” shall mean the test procedure specified in Annex 3 hereto, which
      Annex 3 may be updated by PENAC from time to time, used to determine whether
      Deliverables are in conformance with agreed requirements and specifications
      as
      agreed between the Parties in the Purchase Orders.

    


    1.03
       “Affiliate”
      shall mean any and all companies, firms and legal entities with respect to
      which
      now or hereafter a Party directly or indirectly holds fifty percent (50%) or
      more of the nominal value of the issued share capital; or fifty percent (50%)
      or
      more of the voting power at general meetings; or has the power to appoint a
      majority of directors or otherwise to direct the activities of such company,
      firm, or person.

     

    1.04 “Consultant’s
      Personnel” shall mean Consultant’s employees, agents, representatives, and
      subcontractors performing Services hereunder.

    


    1.05
       “Deliverables”
      shall mean those milestones and deliverables produced in a Project as set out
      in
      a Purchase Order or an Additional Purchase Order.

    


    1.06 “Participants”
      shall mean any and all companies, firms and legal entities with respect to
      which
      now or hereafter Koninklijke Philips Electronics N.V. directly or indirectly
      holds fifty percent (50%) or more of the nominal value of the issued share
      capital; or fifty percent (50%) or more of the voting power at general meetings;
      or has the power to appoint a majority of directors or otherwise to direct
      the
      activities of such company, firm, or person.

    


    1.07 “Party”
      or “Parties” shall mean Consultant on the one hand and PENAC, Philips and their
      Participants on the other hand. 

    


    1.08 “Project”
      shall mean the agreed Services as specified in Annex 1, the SOW, or a Purchase
      Order or Additional Purchase Order for a specific project.

    


    1.09 “Purchase
      Order” shall mean a purchase order for Services issued by Philips to Consultant
      and incorporating the terms and conditions of this Agreement by reference which
      are attached hereto as Annex 2.

    


    1.10
       “Philips”
      shall mean PENAC or Participants, as the case may be, that issues the applicable
      Purchase Orders.

    


    1.11
       “Services”
      shall mean the professional services described in the Annex 1, the SOW and
      Purchase Orders issued therewith and under additional purchase orders
      (“Additional Purchase Orders”) issued subsequent to the execution of this
      Agreement to be rendered hereunder by Consultant, which include but are not
      limited to software services and information technology consultancy including
      project management for information technology and information technology related
      subjects.


    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

    


    Article
      2
      - Services

    


    2.01 Upon
      and
      subject to the terms and conditions of this Agreement, Philips hereby appoints
      Consultant, as its contractor, to perform the Services. 

    


    2.02 Consultant
      hereby accepts, subject to the terms and conditions of this Agreement, such
      appointment and agrees to perform the Services. 

    


    2.03 Any
      and
      all Purchase Orders and Additional Purchase Orders shall be governed by the
      terms and conditions of this Agreement, the SOW and the terms and conditions
      set
      forth therein. Unless expressly agreed to in writing by Philips, any terms
      and
      conditions that are set forth in any order confirmation or other documents
      of
      Consultant are hereby objected to and expressly rejected. 

    


    2.04 The
      Services shall be specified per Project in Annex 1, the SOW, and Purchase Orders
      or Additional Purchase Orders, which, in the case of Additional Purchase Orders,
      in order to be valid shall be confirmed in writing by Consultant within two
      (2)
      weeks (or such other timeframe as may be reasonably established by Purchase
      Order) after receipt of such Purchase Order. The Purchase Order shall include,
      to the extent applicable, the following:

    


    
      	 	
              *

            	
              Reference
                to this Agreement;

            


    

    
      	 	
              *

            	
              A
                specification of the objectives of the
                Project;

            


    

    
      	 	
              *

            	
              A
                specification of the Services to be
                performed;

            


    

    
      	 	
              *

            	
              A
                detailed description of
                Deliverables;

            


    

    
      	 	
              *

            	
              Time
                schedule for the Project;

            


    

    
      	 	
              *

            	
              Milestones;

            


    

    
      	 	
              *

            	
              Reporting
                parameters and frequency;

            


    

    
      	 	
              *

            	
              The
                manpower, resources and other services or facilities to be made available
                to Philips and Participants;

            


    

    
      	 	
              *

            	
              The
                professional level and capacity of Consultant’s Personnel to be assigned
                to the applicable Project or performing the
                Services;

            


    

    
      	 	
              *

            	
              Consideration,
                payment terms, and expense
                reimbursement;

            


    

    
      	 	
              *

            	
              Resumes
                of all Consultant’s Personnel to be assigned to the
                Project;

            


    

    
      	 	
              *

            	
              Qualifications
                and client references which may be called upon by
                Philips;

            


    

    
      	 	
              *

            	
              Any
                other pertinent requirements; and

            


    

    
      	 	
              *

            	
              Location
                where Services are to be performed.

            


    

    


    2.05 Consultant
      shall perform the Services, at its discretion, either at Philips’ premises or at
      the Consultant’s offices unless otherwise agreed to in writing.

    



    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

    


    Article
      3
      - Performance of Services

    


    3.01 Consultant
      shall deliver to Philips the Deliverables in accordance with the specifications
      set forth in the applicable Purchase Order. 

    


    3.02 Deliverables
      will be accepted only after the Acceptance Procedure in Annex 3 has been
      successfully completed. Unless otherwise specified in the Purchase Order or
      Additional Purchase Order, Philips or Participant shall perform the Acceptance
      Procedure within thirty (30) days following delivery of any Deliverable. In
      the
      event the Acceptance Procedure has not been executed within such thirty (30)
      day
      period (or such other period as specified in the Purchase Order), the
      Deliverables shall be deemed accepted at the earlier of: (i) when they are
      first
      used by Philips; or (ii) the end of such thirty (30) day period. 

    


    3.03 In
      the
      event that Deliverables are not provided in accordance with Articles 3.01 and
      3.02 above, Philips will within forty-five (45) days after the Consultant’s
      delivery of the Deliverables, inform Consultant in writing of any material
      failure to adequately provide the Deliverables and Consultant will, at its
      own
      expense, carry out the necessary corrections, additions, and modifications
      reasonably requested by Philips in writing within thirty (30) days after such
      notification.

    


    3.04 Consultant
      warrants that any software developed under any Purchase Order shall function
      fully in accordance with the specifications thereof for a period of one (1)
      year
      after acceptance thereof in accordance with Article 3.02 above.

    


    3.05 Consultant
      shall promptly advise Philips of any event ("Delaying Event") which may result
      in the Consultant being unable to satisfactorily deliver the Deliverables as
      set
      out in the time schedule specified in Annex 1, the SOW, and the Purchase Order.
      If the Delaying Event is within Philips' control, Philips shall promptly take
      all reasonable steps to remove or overcome the Delaying Event. For a Delaying
      Event within Philips’ control, the time in which the Consultant must complete
      the Project will be extended for the period in which such Delaying Event affects
      the Consultant. If the Delaying Event is not within the control of Philips
      and
      is expected to or does in fact, continue for an extended period of time as
      reasonably determined by the Parties hereto, the Parties will work together
      in
      good faith to resolve the issues arising from the Delaying Event with respect
      to
      the Deliverables to be provided under this Agreement. 

    


    3.06
      Ownership of Deliverables shall pass to Philips upon delivery of such
      Deliverable and acceptance thereof.

    


    3.07 Consultant
      represents and warrants that:

    



    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    


    (i)
       It
      will
      commence work promptly and all Services shall be performed in a timely and
      professional manner, in accordance with the highest standards of the industry;
      

    


    (ii)
       It,
      with
      the Hired Employees as described in Article 6, has the required personnel,
      skills, and knowledge to render the Services; 

    


    (iii)
       It
      has no
      outstanding agreement or obligation that are in conflict with any of the
      provisions of any Purchase Order, or that would preclude Consultant from
      complying with the provisions thereof, during the term of any Purchase Order;
      and

    


    (iv)
       All
      Services performed for Philips shall be in accordance with all applicable laws
      or regulations. No illegal, improper, or unethical payment or other activities
      shall be made or undertaken by Consultant in connection with Services to be
      performed. Consultant shall receive no payment, credit, or other financial
      benefit from any subcontractor or third party rendering Services.

    


    (v) Without
      prejudice to any other warranty contained herein, Consultant warrants that
      the
      Services performed hereunder shall be performed in accordance with all
      applicable laws and regulations and the general information technology industry
      standards of good workmanship and any specifications or requirements expressly
      noted in the applicable Purchase Order.

    


    Article
      4
      -Term

    


    4.01 The
      term
      of this Agreement will commence on the Commencement Date and will, unless sooner
      terminated in accordance with the provisions hereof, end on December 31, 2009
      (the “Base Term”).

    


    4.02 The
      Base
      Term of this Agreement shall automatically be extended for successive periods
      of
      one year each; provided, that the Base Term of this Agreement shall not be
      extended under this Article 4.02 if either Party shall have delivered, not
      later
      than one hundred twenty (120) days prior to the then scheduled expiration date,
      written notice to the other Party of its election not to have the Base Term
      of
      Services to be provided under this Agreement automatically extended pursuant
      to
      this Article 4.02.

    


    Article
      5
      - Consideration, Payment Terms, Expenses

    


    5.01 All
      consideration, fees, payment terms and expense reimbursement relating to the
      services shall be set forth in the attached Purchase Orders and the pricing
      structure set forth in Annex 1 hereto. 

    


    5.02 All
      consideration, fees, payment terms and expense reimbursement relating
      to Additional Purchase Orders shall be set forth in such Additional Purchase
      Orders. 

    



    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    


    5.03 The
      Services shall be performed by Consultant as an independent contractor and
      not
      as an agent or employee of Philips, the Parties hereto expressly agree that
      Consultant and its employees are not, and will not be construed hereunder to
      be,
      employees or agents of Philips. Consultant shall be responsible for all
      withholding, unemployment, social security, unemployment insurance taxes and
      any
      other employment or payroll taxes or levies for its employees who are engaged
      in
      the performance of the Services. Consultant acknowledges that Philips shall
      have
      no obligation to Consultant or its employees or subcontractors in this regard,
      and Consultant shall indemnify and hold harmless Philips with respect to any
      such liability. Philips shall be responsible for all customs, duties,
      value-added, sales, and use taxes that government agencies may assess, impose,
      or levy with respect to the use of the Deliverables under this Agreement, other
      than taxes based on Consultant’s net income.


    Article
      6
      - Hired Employees 

    


      6.01 Philips
      hereby acknowledges that a material inducement for Consultant to engage the
      Hired Employees which have been mutually agreed to between the two parties
      is
      the execution of this Agreement and the Annexes hereto including the issuance
      of
      the SOW and the Purchase Orders.

    


    6.02 Philips
      agrees to provide consultant with the names of the Hired Employees, together
      with their current salaries, years of service, unused vacation days, current
      benefit plans, and outstanding tuition reimbursement assistance amounts.


    


    6.03 Consultant
      shall offer to employ as of the date of this Agreement all the Hired Employees
      in the same or comparable positions, and at the same or comparable base pay
      as
      was in effect immediately prior to the date hereof. Hired Employees shall begin
      employment with Consultant on the dates established by the Parties and Hired
      Employees (the “Hire Date”). During the Term of this Agreement, Consultant shall
      not reduce the base salary of any Hired Employee, as established on the day
      before the Hire Date during the twelve (12) month period following the Hire
      Date. Notwithstanding the foregoing, in the event a Hired Employee does not
      accept employment with the Consultant the Consultant shall not have any
      liability to such Hired Employee under this Article 6. In
      addition to the foregoing, in the event a Hired Employee terminates his/her
      employment with the Consultant during the twelve (12) month period following
      the
      Hire Date, Philips will reimburse Consultant for the amounts of severance that
      such employee would have been entitled to had they terminated their employment
      with Philips on the Hire Date. 

     

    6.04
      On
      and after the applicable Hire Date, Consultant shall recognize the service
      of
      each Hired Employee that was recognized by Philips before the Hire Date for
      purposes of determining vacation, for vesting and immediate participation in
      the
      short term and long term disability benefits and for access to Consultant’s
      group medical benefit rates.

     


    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    


    6.05
       On
      and
      after each Hire Date, the subject Hired Employee shall not accrue benefits
      under
      or remain covered under any employee benefit policies, plans, arrangements,
      programs, practices, or agreements of Philips or any of its Affiliates, except
      as required by law or under Philips or its Affiliates policies. Philips or
      its
      Affiliates, as applicable, shall retain all liabilities and obligations with
      respect to employees of Philips or its Affiliates who are not Hired
      Employees.

     

    6.06
       Nothing
      in this Agreement shall cause duplicate benefits to be paid or provided to
      or
      with respect to a Hired Employee under any employee benefit policies, plans,
      arrangements, programs, practices or agreements. References herein to a benefit
      with respect to a Hired Employee shall include, where applicable, benefits
      with
      respect to any eligible dependents and beneficiaries of such Hired Employee
      under the same employee benefit policy, plan, arrangement, program, practice
      or
      agreement.

     

    6.07 Hired
      Employee Savings Plan and Welfare Benefit Matters.

    


    (i)
      Savings Plans.

     

    (1)
       Hired
      Employees shall not be entitled to make contributions to or to benefit from
      matching or other contributions under the Philips Savings Plans on and after
      the
      applicable Hire Date.

      

    (2)
       Philips
      or its Affiliates shall make all required matching contributions with respect
      to
      the Hired Employees’ contributions to the Philips Savings Plans that are (i)
      eligible for matching and (ii) made before the applicable Hire Date. Such
      matching contributions shall be made not later than the date on which all other
      matching contributions are made to the Philips Savings Plans with respect to
      contributions made at the same time as the Hired Employees’
contributions.

    


    (3) Nothing
      herein requires Consultant to assume the Philips Savings Plan or the duties
      and
      obligation of Philips thereunder. 

    


    (ii)
      Welfare Benefits.

     

    (1)
      Each
      Hired Employee shall be eligible as of his or her Hire Date for participation
      in
      all Consultant benefit plans that are welfare benefit plans, including medical,
      dental, vision, prescription drug, life and supplemental life insurance,
      short-term and long-term disability, accidental death and disability, long-term
      care insurance and work and family benefits (collectively the “Consultant
      Benefit Plans”). Subject to Consultant’s existing healthcare policy, reasonable
      policy costs and applicable law, Consultant shall make available to each Hired
      Employee healthcare coverage so that on his or her Hire Date, the Hired Employee
      and his or her dependents, as defined by the Consultant Benefit Plans, are
      eligible to be covered by such Consultant healthcare plans, and all exclusionary
      provisions, waiting periods, proof of insurability requirements and pre-existing
      condition limitations in respect of conditions and services covered by the
      Consultant healthcare plan shall be waived with respect to each Hired Employee
      and covered dependents. The foregoing waiver with respect to proof of
      insurability shall not apply to supplemental group universal life
      coverage.

    



    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    


    All
      out-of-pocket maximum expenditures and deductible expenses incurred by each
      Hired Employee in the 2007 plan year under Philips healthcare plans up to his
      or
      her Hire Date shall be credited as out-of-pocket maximums and deductible
      expenses under similar Consultant Benefit Plans as of his or her Hire Date.
      This
      Agreement does not impose any requirement on Consultant to provide
      post-retirement medical or other post-retirement welfare plan coverage to any
      Hired Employee, except to the extent required under the continuation of coverage
      provisions of Section 4980B of the Code and COBRA.

     

    (2)
      Philips, Consultant, their respective Affiliates, and the Philips Welfare Plans
      and the Consultant Welfare Plans shall assist and cooperate with each other
      in
      the disposition of claims made under the Philips Welfare Plans or the Consultant
      Welfare Plans, and in providing each other with any records, documents, or
      other
      information within its control or to which it has access that is reasonably
      requested by the other as necessary or appropriate to the disposition,
      settlement, or defense of such claims.

     

    (3)
      Beginning on the Hire Date with respect to each Hired Employee and continuing
      for a period of at least one (1) year thereafter, Consultant will provide
      severance benefits using the Philips formula and years of service, so that
      each
      Hired Employee will receive upon termination of employment with Consultant
      the
      amount he/she would have received if they had been terminated by Philips.
      Consultant shall recognize the service of each Hired Employee with Philips
      and
      its Affiliates for eligibility and benefit determinations under any applicable
      Consultant severance or separation pay policy or plan for the one (1) year
      period. In the event that Philips terminates this Agreement, without cause,
      at
      any time prior to the first anniversary of the date hereof, in addition to
      any
      other remedies at law or in equity Consultant may have, Philips will reimburse
      Consultant for the amounts paid or to be paid by Consultant to Hired Employees,
      including all severance payment obligations, pursuant to this section prior
      to,
      and as a result of, such termination. 

     

    (4)
      Philips hereby agrees to compensate each of the Hired Employees for any accrued
      unused vacation time earned prior to the Hire Date in accordance with the
      vacation policies of Philips or its Affiliates. 

     

    6.08
       On
      or
      after the date hereof, Consultant shall pay the Hired Employees in accordance
      with Philips Tuition Reimbursement Plan as in existence at the time of the
      execution of this Agreement with respect to any approved tuition reimbursement
      assistance request for any course which was not completed by the Hired Employee
      but approved prior to the date hereof in accordance with Philips’s tuition
      reimbursement plan. 

    



    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

    6.09
       Employee
      Rights.


    (i)
      Nothing herein expressed or implied shall confer upon any employee of Philips
      or
      its Affiliates, or Consultant, or upon any legal representative of such
      employee, or upon any collective bargaining agent, any rights or remedies,
      including any right to employment or continued employment for any specified
      period, of any nature or kind whatsoever under or by reason of this
      Agreement.

    


    (ii)
      Nothing in this Agreement shall be deemed to confer upon any person (nor any
      beneficiary thereof) any rights under or with respect to any plan, program,
      or
      arrangement described in or contemplated by this Agreement, and each person
      (and
      any beneficiary thereof) shall be entitled to look only to the express terms
      of
      any such plan, program, or arrangement for his or her rights
      thereunder.

    


     

    6.10
       On
      and
      after the Hire Date, Consultant shall be responsible with respect to Hired
      Employees and their beneficiaries for compliance with the Worker Adjustment
      and
      Retraining Act of 1988, as amended (the “WARN Act”) and any other similar
      applicable law, regulation or rule, including any requirement to provide for
      and
      discharge any and all notifications, benefits, and liabilities to Hired
      Employees and government agencies that might be imposed as a result of the
      consummation of the transactions contemplated by this Agreement or
      otherwise.

     

    


    Article
      7
      - Confidentiality

    


    7.01 Subject
      to the provisions of Section 7.11 below, Consultant shall receive and hold
      in
      complete confidence all information which is obtained from Philips directly
      or
      indirectly pursuant to any Purchase Orders or Additional Purchase Orders or
      request for proposals including the contents and substance of same (the
      "Confidential Information"). Consultant shall take such steps as may be
      necessary to prevent disclosure of the Confidential Information to others.
      The
      obligations of confidentiality shall not apply to information which (a) is
      within the public domain at the time of disclosure or later becomes part of
      the
      public domain through no fault of Consultant; (b) was known to Consultant prior
      to disclosure by Philips as may be proven by written records of Consultant;
      or
      (c) is disclosed to Consultant by a third party who did not obtain such
      information, directly or indirectly, from Philips. 

    


    7.02 Consultant
      will not use any of the Confidential Information, except as necessary for the
      proper execution of Purchase Orders or Additional Purchase Orders, it being
      understood that the Confidential Information may be communicated in confidence
      within Consultant’s organization only on a need-to-know-basis and to the extent
      necessary to perform the Services under the Purchase Order or Additional
      Purchase Orders and only to those persons having a need to know such information
      for the proper execution of such Purchase Order or Additional Purchase Orders.
      

    


    7.03 Consultant
      warrants that Consultant’s Personnel will be bound by the same (confidentiality)
      obligations agreed upon in this Article 7, and that Consultant’s Personnel shall
      execute the Mutual Non-Disclosure Agreement set forth in the attached Annex
      4.


    



    
      
        
        

      

      
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    7.04 Consultant
      further warrants that the Confidential Information shall be kept in secure
      places, under strict access and use restrictions.

    


    7.05 Consultant
      shall return all tangible Confidential Information that has been received
      hereunder including all copies made thereof promptly upon request by Philips
      except for any Confidential Information required for execution of a Purchase
      Order. 

    


    7.06
       In
      protecting Confidential Information, Consultant shall take all necessary
      precautions and the Confidential Information will be treated in the same manner
      and with the same degree of care as Consultant applies with respect to its
      own
      confidential information, but not less than reasonable care.

    


    7.07 The
      provisions of this Article 7 shall remain in full force and effect during the
      term of the Purchase Order and for a period of three (3) years after expiration
      or termination thereof (“Confidentiality Period”). 

    


    7.08 
      Subject
      to Article 7.10 below, Consultant shall not use Philips’ name or logo or any
      adaptation thereof, for any advertising, trade press releases or other purpose
      without Philips’ prior written consent, which consent may be granted or withheld
      at Philips sole discretion. Consultant shall not give interviews to the media
      or
      publish any articles both in connection with the Services performed hereunder
      or
      in connection with activities of Philips, unless Consultant has obtained the
      prior written approval for such interview and/or publication from
      Philips.

    


    7.09 Within
      three (3) months after the expiration or termination of this Agreement or a
      Purchase Order, Consultant shall return or destroy all remaining tangible and
      intangible Confidential Information in its possession.

    


    7.10 Notwithstanding
      the foregoing, the Parties acknowledge that Consultant is a wholly-owned
      subsidiary of a reporting company under the Securities and Exchange Act of
      1934,
      as amended (the “1934 Act”), and as such has certain reporting obligations
      pursuant to the 1934 Act. Accordingly, nothing in this Article 7 shall prevent
      or prohibit Consultant from meeting its legally binding reporting requirements
      regarding this Agreement or the Services provided thereunder, including the
      filing of appropriate documents with the Securities and Exchange Commission
      (“SEC filings”) and the making of appropriate press releases or announcements
      related thereto (“Press Releases”) that includes the name of “Philips” therein,
      if legally required to do so; provided however Phillips shall have the right
      to
      review and comment on the SEC Filings and Press Releases. 

    


    7.11 Notwithstanding
      the foregoing, each Party understands that the other Party may develop systems,
      software, components and/or other items (“Products”) similar or related in
      functionality to the other Party’s Products, provided that the requirements of
      this Article 7 are observed. Each Party agrees that inclusion or embodiment
      of
      ideas, concepts and techniques in Confidential Information furnished by the
      other Party hereunder shall not preclude the first Party’s independent
      development of Products or generic requirements containing or embodying similar
      ideas, concepts and techniques. Access to the disclosing Party’s Confidential
      Information hereunder shall not preclude an individual employee of the receiving
      Party who has seen such Confidential Information for the purposes of this
      Agreement from working on future projects that relate to similar subject
      matters, provided that such individual employee does not make reference to
      the
      Confidential Information and does not copy the Confidential Information during
      the Confidentiality Period or refer to notes made as a result of access to
      such
      Confidential Information. Furthermore, nothing contained herein shall be
      construed as preventing employees of either Party who had access to Confidential
      Information from using that information retained as a part of their general
      skill, knowledge, talent and expertise.

    



    
      
        
        

      

      
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    Article
      8
      - Intellectual Property Rights

    


    8.01 All
      intellectual and/or industrial property rights contained in Deliverables, except
      for rights that are owned by or licensed to Consultant prior to the date of
      the
      relevant Purchase Order (“Pre-existing Works”), shall be considered a work made
      for hire and shall exclusively vest in Philips, and Consultant hereby
      irrevocably and unconditionally assigns and agrees to assign any and all such
      rights to Philips or to cause such rights to be assigned to Philips.


    


    8.02 Upon
      Philips' request, Consultant agrees to render full assistance and co-operation
      to Philips for the purpose of obtaining and enjoying such rights.

    


    8.03 To
      the
      extent that any Pre-existing Works form part of any of the Deliverables,
      Consultant shall provide written notice to Philips of such Pre-existing Works
      and grant to Philips a royalty-free, non-exclusive, non-transferable (with
      the
      exception of transfer to Participants) license to use such Deliverables (and
      any
      Pre-existing Works forming part of the Deliverables) for Philips’ own business
      use and for the purposes for which they were delivered but Philips will not
      provide these Deliverables or copies of them to any third party unless
      specifically agreed otherwise in writing.

    


    8.04 Consultant
      shall not sell, deliver or otherwise make available, directly or indirectly,
      any
      and all of the Deliverables to any third party, except for any Pre-existing
      Works contained in or forming part of any Deliverable.

    


    8.05 Consultant
      warrants that the Services, Deliverables and other information performed or
      supplied pursuant to a Purchase Order or Additional Purchase Orders will not
      infringe or violate any patent, copyrights, trade secret, or any other
      industrial or intellectual property right of any third party, and Consultant
      shall indemnify and hold Philips harmless from and against any loss, cost,
      liability or expense arising out of any infringement of any of said rights,
      provided that Philips gives Consultant prompt written notice of any such claim
      (provided however, any failure or delay in providing such notice shall not
      relieve Consultant of its indemnity obligation except to the extent that defense
      of the claim or cause of action is prejudiced) and allows Consultant to control
      the defense and related settlement negotiations thereof.

    



    
      
        
        

      

      
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    8.06 Philips
      warrants that any intellectual property and other information performed or
      supplied by Philips pursuant to a Purchase Order will not infringe or violate
      any patent, copyrights, trade secret, or any other industrial or intellectual
      property right of any third party, and Philips shall indemnify and hold
      Consultant harmless from and against any loss, cost, liability or expense
      arising out of any infringement of any of said rights, provided that Consultant
      gives Philips prompt written notice of any such claim (provided however, any
      failure or delay in providing such notice shall not relieve Philips of its
      indemnity obligation except to the extent that defense of the claim or cause
      of
      action is prejudiced) and allows Philips to control the defense and related
      settlement negotiations thereof.

    


    8.07
       In
      addition to the rights granted in Article 7.11 above, Consultant shall hereby
      in
      no way be precluded or limited from providing consulting services and/or
      developing software or materials for itself or other clients, irrespective
      of
      the possible similarity thereof to materials which may be delivered to Philips.
      It is explicitly understood that the above specifically excludes any of Philips’
Confidential Information used in, collected or otherwise obtained pursuant
      to
      the execution of a Purchase Order or Additional Purchase Orders, which
      Confidential Information shall at all times remain proprietary to
      Philips.

    


    8.08 Consultant
      shall secure from Consultant’s Personnel the intellectual property rights
      required for Consultant to comply with its obligations hereunder.

    


    Article
      9
      - Consultant’s Personnel

    


    9.01 Consultant
      shall ensure that Consultants’ Personnel shall adhere to such undertakings as
      Philips may request including without limitation the premises’ rules and
      procedures and the confidentiality obligations contained in Article 7 hereof.
      Consultant’s Personnel shall sign a document specifying such undertakings at
      Philips’ first request prior to the assignment of Consultant’s Personnel to a
      Project or a Purchase Order hereunder.

    


    9.02 Consultant
      undertakes that Services shall be executed by reliable, adequately trained,
      experienced, skilled and expert personnel in adequate number and in sensible
      continuity in accordance with the Purchase Order and confirmation thereof,
      and
      Consultant shall exert its best efforts to ensure that Consultant’s Personnel
      will implement same and will not be taken away from performance of the
      applicable Services. However, if it is unavoidable that Consultant’s Personnel
      will be substituted, Consultant hereby confirms that any replacement person
      it
      suggests will have at least comparable training, experience, expertise, skill
      and reliability. Such replacement person may be assigned to the performance
      of
      the Services in accordance with the terms hereof. Philips has the right to
      refuse on an individual basis any of Consultant’s Personnel if Philips has
      reason to believe that such person’s respective performance and/or capabilities
      are not adequate and shall inform Consultant of same within one (1) month of
      starting date of such Consultant’s Personnel. 

    



    
      
        
        

      

      
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    9.03 In
      the
      event that any of Consultant’s’ Personnel (a) commits any breach of his
      obligations in accordance with these terms and conditions or a Purchase Order,
      (b) commits a breach of the provisions of the undertakings referred to in
      Article 9.01 hereof, or (c) in any way misconducts himself either on Philips’
premises or elsewhere, then Philips, in its sole discretion, may forthwith
      preclude said person from admission to Philips’ premises and from provision of
      Services. In such event, Philips shall notify Consultant immediately stating
      the
      reasons for such preclusion, and Consultant shall provide a replacement person
      if Philips so requests. 

    


    9.04 Consultant
      shall use its reasonable best efforts to replace persons unable to work through
      illness or departure by other adequately trained, experienced, skilled and
      reliable personnel in such a manner that the applicable Purchase Order or
      Additional Purchase Order time schedule is not jeopardized.

    


    9.05 Replacement
      of Consultant’s Personnel performing Services at Consultants’ initiative or due
      to any of the circumstances as described in this Article 9 shall be subject
      to a
      period of two (2) weeks time to get acquainted with the Project. During such
      period, Consultant shall not charge any fees for such Services.

    


    Article
      10 - Premises, Furniture, and Equipment 

    


    10.01 Philips
      hereby agrees to maintain the leasehold (the “Lease”) of the premises located at
      489 Fifth Avenue, New York, New York (the “Premises”) through December 31, 2008
      (the “Expiration Date”), and to permit Consultant and Consultant’s Personnel to
      use such Premises as it is currently occupied and used by SIG at no cost.


    


    10.02 If
      for
      any reason whatsoever Consultant can no longer use the Premises prior to the
      Expiration Date (the “Premature Lease Termination Date”), then Philips agrees
      that the consideration to be paid to Consultant in the Purchase Order shall
      be
      increased through the Expiration Date by an amount of money equal to the total
      rental cost of a lease for a new premises of like kind, taking into account
      square footage, location and prevailing market conditions together with all
      additional associated costs, including broker’s fees, moving fees and legal fees
      incurred in obtaining such new premises. Notwithstanding the foregoing, Philips
      agrees that from the Expiration Date to the end of the Term of this Agreement,
      as amended and extended over time, that the consideration to be paid to
      Consultant in the Purchase Order shall be increased by the total rental cost
      of
      a lease for a new premises of like kind, taking into account square footage,
      location and prevailing market conditions.

    


    10.03 While
      working at the Premises, Consultant hereby agrees to use and occupy the Premises
      only for the use permitted in the Lease and this Agreement, for Consultant’s
      business and in no other manner and for no other purpose. Consultant shall
      not
      create or suffer a nuisance upon the Premises or use or permit the use of the
      Premises for any extra-hazardous activities. Consultant shall maintain the
      Premises in good working condition, shall deliver possession of the Premises
      to
      Philips broom clean, vacant and in the same condition as of the Commencement
      Date, reasonable wear and tear accepted either upon the Expiration Date or
      the
      Premature Lease Termination Date; and shall not do, or permit to be done with
      respect to the Premises, anything that would constitute a breach or violation
      of
      any term, covenant, or condition of the Lease or other default under the Lease.
      Consultant shall not install any exterior signage indicating their occupancy
      of
      the Premises.

    



    
      
        
        

      

      
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    10.04 Philips
      agrees to permit Consultant and Consultant’s Personnel to use and have access to
      all of the equipment and furniture set forth in Annex 5 hereto, located at
      the
      Premises (“Furniture and Equipment”) in connection with the Services rendered
      hereunder. Philips hereby grants Consultant an irrevocable option to purchase
      from Philips the Furniture and Equipment for $1. The Option period shall begin
      on the earlier to occur of (i) the termination of this Agreement as set forth
      in
      Article 14, (ii) the Expiration Period, or (iii) the Premature Lease Termination
      Date and shall end on the third year anniversary of this Agreement.


     

    Article
      11 - Non-solicitation

    


    11.01 Except
      as
      set forth in Article 6 and Article 11.02 hereof, for a period of one (1) year
      after the termination of this Agreement, neither Consultant nor Philips will
      solicit for employment such other’s employee(s) that are related to or involved
      in rendering Services pursuant to the Purchase Orders (“Related Personnel”). For
      the purposes of this Article 11 “solicit” shall include any act intended or
      calculated to result in an employee leaving his/her employment but shall exclude
      any of the following activities:

    


    (i)
       Advertising
      for employment in any bulletin board (including electronic bulletin boards),
      newspaper, trade journal or other publication available to the general
      public;

    


    (ii)
       Participating
      in any hiring fair or similar event open to the public and not targeted at
      said
      employees;

    


    (iii) Use
      of
      recruiting or employee search firms that have been instructed and agreed in
      writing not to solicit any said employee; and

    


    (iv) Negotiating
      with and/or offering employment to any employee who initially contacts such
      entity solely as a result of any of the activities included in clauses (i)
      to
      (iii) above. 

    


    11.02 In
      the
      event that either Party wants to solicit any of the other Party’s Related
      Personnel, the soliciting Party shall submit a prior written request for consent
      to the other Party and such consent shall not be unreasonably withheld.


    



    
      
        
        

      

      
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    Article
      12 - Permits, Licenses, Visas

    


    12.01 If
      and to
      the extent Consultant requires any licenses, permits, registrations or other
      authorizations of any governmental or semi-governmental body, agency, or
      organization in connection with the execution of Services, Consultant shall
      obtain such licenses, permits, registrations, and other authorizations and
      Consultant shall indemnify and hold Philips harmless from and against any claims
      of such governmental or semi-governmental bodies, agencies or organization
      or of
      any other third parties relating to the omission of Consultant to obtain such
      licenses, permits, registrations and other authorizations.

    


    12.02 Consultant
      warrants and agrees that it will not assign to perform any Services under any
      Purchaser Order to any individual who is an unauthorized alien under the
      Immigration Reform and Control Act of 1986 or its implementing regulations.
      Consultant shall indemnify and hold harmless Philips from and against any and
      all liabilities, damages losses, claims or expenses (including attorneys’ fees)
      arising out of any breach by Consultant of this Article. In the event any
      Consultant's Personnel working under any Purchase Order are discovered to be
      unauthorized aliens, Consultant will immediately remove such individuals from
      the performance of their work and replace such individuals with individuals
      who
      are not unauthorized aliens.

    


    Article
      13 - Liability

    


    13.01 Consultant
      is responsible and will arrange at its own expense for sufficient insurance
      coverage against the financial consequences of third party liability, illness,
      accidents, and the like. Upon request, Consultant shall provide Philips with
      written evidence of such insurance.

    


    13.02 Philips
      shall not be held liable to Consultant for any damage or injury sustained by
      Consultant or Consultant’s Personnel while or as a result of being on Philips’
premises unless arising from any act of negligence, gross negligence or willful
      conduct by Philips or its personnel.

    


    13.03 Consultant
      shall indemnify and hold Philips, its officers, agents, and personnel harmless
      from any loss, damage, injury, liability, or claims including damage to person
      or property arising from negligence of Consultant, Consultant’s Personnel, and
      its agents while engaged in the performance of Services to the extent the same
      is not caused by any act of negligence, gross negligence or willful misconduct
      on the part of Philips, its officers, agents, or personnel or anyone engaged
      by
      Philips other than Consultant and Consultant’s Personnel.

    



    
      
        
        

      

      
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    13.04 Philips
      shall not be held liable to Consultant for injuries and/or damages incurred
      by
      or to Consultant’s Personnel in connection with business trips undertaken by
      them unless arising from any act of negligence, gross negligence or willful
      conduct by Philips or its personnel. 

    


    13.05 Consultant
      and any subcontractor that provides or performs any of the Services shall
      maintain and keep in force, at its own expense, the following minimum insurance
      coverage and minimum limits:

    


    (i) workers’
      compensation insurance, with statutory limits as required by the various laws
      and regulations applicable to the employees of Consultant and any subcontractor
      that provides or performs any of the Services;

    


    (ii) employer’s
      liability insurance, for employee bodily injuries and deaths, with a limit
      of
      one million dollars ($1,000,000) each accident;

    


    (iii) commercial
      general liability insurance, covering claims for bodily injury, death and
      property damage, including premises and operations, independent contractors,
      products, services and completed operations (as applicable to the Services),
      personal injury, contractual, and broad-form property damage liability coverage,
      with limits as follows: (1) occurrence limit of one million dollars ($1,000,000)
      for bodily injury, death and property damage, one million dollars ($1,000,000)
      for products and completed operations and two million dollars ($2,000,000)
      combined aggregate; and

    


    (iv) Excess
      or
      umbrella liability with a minimum limit of liability of not less than five
      million dollars ($5,000,000) per occurrence. 

    


    Consultant
      will provide Philips with a certificate of insurance evidencing the above
      policies. Philips will be named as an additional insured with respect to the
      Commercial General Liability policy. There shall be no material changes or
      cancellation of such insurance without thirty (30) days prior written notice
      to
      Philips. Consultant shall be responsible for payment of any and all deductibles
      and coinsurance provisions from insured claims under its policies of insurance.
      The coverage afforded under any insurance policy obtained by Consultant pursuant
      to these terms and conditions shall be primary coverage regardless of whether
      or
      not Philips has similar coverage. In addition, all policies, including the
      workers’ compensation policy shall contain a waiver of subrogation in favor of
      Philips. Consultant and its subcontractors shall not perform under the Agreement
      without the prerequisite insurance. Upon Philips’s request, Consultant shall
      provide Philips with certificates of such insurance including renewals thereof.
      Insurance policy limits shall not affect the limit of liability of Consultant
      or
      its subcontractors.

    


    13.06 If
      Consultant is providing Services in a recognized profession, Consultant shall
      carry the standard forms of insurance for that profession with a limit of two
      million dollars ($2,000,000).

     


    
      
        
        

      

      
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    Article
      14 -Option to Reduce Services; Termination

     

    14.01 Philips
      may at any time after December 31, 2008, with or without cause and in its sole
      discretion give one hundred twenty (120) days written notice to Consultant
      to
      reduce the Services by up to twenty-five percent (25%) and the Parties will
      adjust the fees payable hereunder accordingly. 

    


    14.02 In
      addition to other rights set forth in this Agreement, the non-defaulting Party
      may terminate this Agreement at any time if: (i) the other Party breaches any
      material term or condition of this Agreement and fails to cure such breach
      within ten (10) days after receipt of written notice of the same; (ii) the
      other
      Party becomes the subject of a voluntary petition in bankruptcy or any voluntary
      proceeding relating to insolvency, receivership, liquidation, assignment for
      the
      benefit of creditors or similar proceeding; or (iii) the other Party becomes
      the
      subject of an involuntary petition in bankruptcy or any involuntary proceeding
      relating to insolvency, receivership, liquidation, assignment for the benefit
      of
      creditors or similar proceeding, if such petition or proceeding is not dismissed
      within thirty (30) days of filing.

    


    Article
      15 - Governing Law and Disputes

    


    This
      Agreement shall be governed by and construed in accordance with the laws of
      the
      State of New York, without regard to any principle of conflicts of law. The
      United Nations Convention on Contracts for the International Sale of Goods
      is
      hereby expressly excluded. If a dispute arises with respect to this Agreement,
      either Party shall, at any time prior to the initiation of arbitration, submit
      the dispute to either a sole mediator selected by the Parties or to mediation
      by
      the American Arbitration Association (AAA). If not thus resolved, the dispute
      shall be referred by either Party to a panel of neutral arbitrators selected
      in
      accordance with the commercial arbitration rules of AAA for binding arbitration.
      The arbitration shall be held in New York City, New York and shall be governed
      by the United States Arbitration Act. A court of competent jurisdiction may
      enter the arbitration decision as a judgment. The arbitrators shall not be
      empowered to limit, expand or modify this Agreement. A request by a Party to
      a
      court for interim protection shall not affect either Party's obligation
      hereunder to mediate and arbitrate. On motion, the arbitrators may order limited
      discovery, but in determining whether to permit discovery shall balance the
      benefit of the requested discovery against the burden on the Party against
      whom
      discovery is sought. Each Party shall bear its own expenses and an equal share
      of all the costs and fees of mediation and/or arbitration. Any mediator or
      arbitrator shall be competent in the legal and technical aspects of the subject
      matter of this Agreement. The content and results of mediation and/or
      arbitration shall be held in confidence by all participants, each of whom will
      be bound by an appropriate confidentiality agreement. Nothing herein shall
      preclude either Party from seeking interim equitable relief from a court of
      competent jurisdiction. 

    



    
      
        
        

      

      
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    Article
      16 - Subcontracting

    


    16.01 In
      the
      event that Consultant intends to subcontract the Services to be performed under
      a Purchase Order, then Consultant shall provide to Philips prior written notice
      of any such intention to subcontract, and Philips shall have the right to
      approve or disapprove or provide no comment/answer at all in response to such
      written notice. Philips shall have the right to recommend a sub-contracting
      party in those situations where subcontracting is being proposed by
      Consultant

    


    16.02 Consultant
      shall remain liable for the acts of its sub-contracting parties whether or
      not
      Philips approved or recommended or declined to comment on the selection of
      a
      sub-contracting party. Any subcontracting shall remain what is commonly referred
      to as “invisible” to Philips; Philips shall deal exclusively with Consultant.
      Consultant is responsible for delivery of the total package of agreed Services
      to Philips at all times.

    


    Article
      17 - Sustainability

    


    17.01
      Consultant’s execution of this Agreement evidences Consultant’s present
      compliance, and continuing commitment to adhere to the Royal Philips Electronics
      Supplier Sustainability Declaration (the “Sustainability Declaration” which
      adopts and incorporates the Electronics Industry Code of Conduct (the “EICC”).
      The Sustainability Declaration and EICC may be amended from time to time can
      be
      found at http://www.medical.philips.com/supplyworld/.

    


    17.02 This
      Agreement is not a list of all content limitations or restrictions that may
      be
      applicable. Consultant’s compliance with this Agreement does not limit
      Consultant’s obligation to comply with applicable laws and with Philips’
country-specific sustainability requirements.

    


    17.03 
      Philips
      will have a right, at its sole cost and expense, of audit to verify compliance
      with this Article 17. Such audit can either be conducted by employees of Philips
      or by independent auditors.

    


    17.04 Any
      audit
      will be announced at least ten (10) working days in advance and shall be
      conducted during normal business hours. Any audit performed by Philips shall
      not
      give, or be construed as giving, Consultant any right which Consultant would
      not
      have in the absence of such audit.

    



    
      
        
        

      

      
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    17.05 Any
      non-compliance with this Article 17 shall be regarded as a material breach
      as
      referred to in Article 14.01.

    


    Article
      18 - Miscellaneous

    


    18.01
      Assignment. Neither Party may assign any Purchase Order or delegate any of
      its
      rights or duties without the prior written approval of the other Party (except
      for assignments or delegations among Philips and its Participants). Any
      attempted assignment or transfer, whether voluntary or by operation of law,
      made
      in contravention of the terms hereof shall be void and of no force and effect.
      Except as otherwise provided herein, these terms and conditions and the Purchase
      Order terms shall inure to the benefit of, and shall be binding upon, the
      Parties and permitted successors and assigns.  

    


    18.02
      No
      Third Party Rights. Nothing in this Agreement shall give rise to any rights
      in
      any person or entity that is not a party to this Agreement.

    


    18.03
      Independent Contractor. Nothing in this Agreement shall in any way be construed
      to constitute either Party as the agent, employee, or representative of the
      other. Each of the Parties acknowledges that in performing its obligations
      under
      this Agreement it is an independent contractor, without any authority or right
      to act in the name of the other except as expressly provided herein. Neither
      Party shall have the authority to conclude contracts for, on behalf of, or
      in
      the name of the other, or otherwise to bind the other to any legal obligation
      or
      undertaking, or to represent to any third parties that it has such authority,
      or
      purport to attempt to exercise any such authority in violation of this
      Agreement. Neither Party nor its employees (including its third party
      contractors) shall be entitled to any benefits provided by the other Party
      to
      its employees.

    


    18.04
      Notices. All notices provided in connection with any Purchase Order shall be
      in
      writing and shall be delivered by Federal Express or other reputable courier
      service or by mail, postage prepaid, certified or registered, return receipt
      requested. Each notice shall be addressed to the Party at the address set forth
      on the Purchase Order or at such other address as a Party shall provide by
      notice to the other Party. Notice shall be deemed effective one day after
      sending, except in the case of delivery by mail, which shall be deemed effective
      three days after sending.

    


    If
      to
      Philips:

    


    Philips
      Electronics North America Corporation

    Attention:
      General Counsel

    1251
      Avenue of the Americas

    New
      York,
      NY 10020

    



    
      
        
        

      

      
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    With
      a
      copy to:

    Philips
      General Purchasing

    Attention:

    Address

    Phone

    Fax

    


    If
      to
      Consultant:

    


    Consultant

    Attention:

    Address

    Phone

    Fax

    


    With
      a
      copy to:

    


    Consultant
      

    Attention:

    Address

    Phone

    Fax

    


    18.05
      Survival. Articles 1, 7, 8, 11, 13.03, 14.01, 15, and 18 shall survive the
      expiration or termination of this Agreement or the applicable Purchase
      Order.

    


    18.06
      Counterparts. Purchase Orders may be executed in counterparts, each of which
      will be deemed an original, but all of which will constitute one and the same
      instrument. Any facsimile copy of a signed counterpart shall be treated the
      same
      as a signed original.

    


    18.07
      Waivers. No waiver shall be effective unless it is in writing, signed by the
      Party against which the waiver is claimed. The failure of either Party to
      require performance under any provision of a Purchase Order or these terms
      and
      conditions shall in no way affect the right of such Party to require full
      performance at any subsequent time, nor shall the waiver by either Party of
      a
      breach of any provision of a Purchase Order or these terms and conditions
      constitute a waiver of any succeeding breach of the same or any other
      provision.

    


    18.08
      Entire Agreement. This Agreement, together with the annexes attached hereto
      and
      such other documents incorporated therein by reference, shall constitute the
      entire agreement between the Parties with respect to the subject matter hereof,
      and supersedes all prior representations, negotiations, writings, memoranda
      and
      agreements, either oral or written, with respect thereto.

    



    
      
        
        

      

      
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    The
      following documents shall be deemed to form and be read and construed as
      integral part of this Agreement:

    


    *
      Annex
      1: Pricing Structure

    *
      Annex
      2: Statement of Work + Purchase Orders

    *
      Annex
      3: Acceptance Procedure

    *
      Annex
      4: Mutual Non-Disclosure Agreement

    *
      Annex
      5: Furniture and Equipment

    


    If
      any
      conflict appears between the terms and conditions of this Agreement and any
      of
      the above documents, the terms and conditions contained in the body of this
      Agreement shall prevail.

    


    18.9
      Amendment, Modification. No modification, variation, supplement or amendment
      of
      a Purchase Order or these terms and conditions shall be of any force unless
      it
      is in writing and has been signed by both of the Parties.

    


    18.10
      Headings. Titles of sections and subsections are for convenience only and
      neither limit nor amplify the provisions hereof.

    


    18.11
      Severable. If any one or more provisions hereof shall be invalid, illegal,
      or
      unenforceable in any respect, the validity, legality and enforceability of
      the
      remaining provisions contained herein shall not in any way be affected or
      impaired thereby. The parties agree to negotiate in good faith, in order to
      replace the invalid provisions with valid provisions that conform as closely
      as
      possible to the economic and commercial intent of the invalid
      provisions.

    


    18.12
      Force Majeure. In the event of a Force Majeure situation (as defined
      hereinafter) the Party being delayed thereby shall inform the other Party to
      any
      Purchase Order hereunder as soon as possible but in any event within ten (10)
      days after the commencement of such Force Majeure situation specifying the
      nature of the Force Majeure situation as well as the estimated duration
      thereof.

    


    In
      the
      event the Force Majeure situation continues for a period of more than thirty
      (30) days, then either Party is entitled to terminate such Purchase Order
      affected thereby by simple notice in writing and without either Party being
      liable for damages towards the other Party. If the affected Party does not
      wish
      to terminate the Purchase Order in accordance with the above, the respective
      Parties’ rights and obligations will be suspended and a new time schedule shall
      be agreed upon between the Parties. “Force Majeure” shall be understood to mean
      and include damage or delay caused by Acts of God, acts or regulations or
      decrees of any government (de facto or de jure) natural phenomena such as
      earthquakes and floods, fires, riots, wars, freight embargoes, lockouts or
      other
      causes whether similar or dissimilar to those enumerated above unforeseeable
      and
      beyond the reasonable control of the pertaining Parties and which prevent the
      total or partial carrying out of any obligation under a Purchase Order.


    



    
      
        
        

      

      
        21

        
          

        

      

      
        
        

      

    


    18.13
      Limitation of Liability. Philips' total liability arising out of this Agreement
      shall be limited to the aggregate value of the fees paid and to be paid by
      Philips to Consultant under this Agreement or any Purchase Order hereunder.
      IN
      NO EVENT SHALL PHILIPS BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, SPECIAL,
      OR CONSEQUENTIAL DAMAGES INCLUDING, WITHOUT LIMITATION, LOST PROFITS,
      IRRESPECTIVE OF THE WAY IN WHICH SUCH DAMAGES MAY ARISE, EVEN IF PHILIPS HAS
      BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. The foregoing limitations
      of
      Article 18.13 will not apply to claims by either Party for bodily injury or
      damage to real property or tangible personal property for which the other Party
      is legally liable.

    


    18.14
      Excluded Provider. If Consultant is providing any healthcare related Services,
      Consultant represents and warrants that it, and, to the best of its knowledge,
      its employees and subcontractors providing the Services are not debarred,
      excluded, suspended or otherwise ineligible to participate in a federal health
      care program, nor have they been convicted of any health care related crime
      (an
      "Excluded Provider"). Consultant shall promptly notify Philips in writing in
      the
      event that it or it becomes aware that any of its employees or subcontractors
      providing the Services has become an Excluded Provider. Philips may terminate
      the Agreement upon written notice to Consultant if Consultant, or any of its
      employees or subcontractors providing the Services becomes an Excluded Provider.
      Provided, however, that Philips shall not have the right to terminate the
      Agreement if (i) the event relates to an employee or approved subcontractor
      providing Services and (ii) Consultant promptly replaces that service provider
      with one who is not an Excluded Provider.

    



    
      
        
        

      

      
        22

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF, the Parties, by their duly authorized representatives, have
      executed this Agreement as of the Effective Date.

    


    PHILIPS
      ELECTRONICS NORTH AMERICA CORPORATIONCONSULTANTSIGNATURE

    PRINT
      NAME

    TITLE

    DATE

    


    


    


    PHILIPS

    SIGNATURE
      /s/ Kendric M. Anderberg

    


    


    PRINT
      NAME Kendric M. Anderberg

    TITLE
      SVP- Chief Information Officer

    DATE
      2
      October, 2007

    


    


    PHILIPS

    SIGNATURE
      /s/ Thomas H. Kirkland

    


    


    PRINT
      NAME Thomas H. Kirkland

    TITLE
      SRVP Customer Service North America

    DATE
      1
      October, 2007

    



    
      
        
        

      

      
        23

        
          

        

      

      
        
        

      

    


    Annex
      1 -
      Pricing Structure

     

    Task
      and deliverables

    In
      the
      attached spreadsheet there are details of each activity provided by HSS,
      included are proposed end dates for services. At this stage the end dates are
      plans in place and updating of these plans will take place via the regular
      scheduled meetings (referred to in the next section). It is expected that some
      of these services will be transferred to PMS while others will be superseded
      by
      internal technology development inside PMS.

    

    


    


    A
      copy of
      the project listing from the excel file is provided below for
      reference.


    
      
        
        

      

      
        24

        
          

        

      

      
        
        

      

    

    


    
      	
              ref
                #

            	
              Application
                Name

            	
              Brief
                desc.

            	
              Day
                1 = date of transfer to HSS

            	
              Day
                2 = date of transfer to Philips

            	
              PMS
                Business Owner current

            
	
               

            	
               

            	
               

            	
              MM/DD/YY

            	
              MM/DD/YY

            	
               

            
	
              [***]

            	 	 	 	 	 


    

     

    [***]
      Confidential Treatment Requested.


    
      
        
        

      

      
        25

        
          

        

      

      
        
        

      

    

     

    Payment
      of Fees

    Fees
      related to the preceding deliverables are [***]. A purchase order for this
      activity will be drawn up on the Philips side by the central Information
      Technology department.

    


    A
      separate PO will be created for the value of $[***], this will be billed [***]
      under the agreed payment terms and conditions. This is to cover the development,
      deliver and deployment of the [***] development listed in the attached project
      list. This is called out separately on request of North American Sales and
      Service for tracking purposes.

    


    [***]
      Reporting for these areas in terms of status and issues must be provided
      separately as described below in Annex 2 (SOW).

    


    No
      further SOW to be drawn up with Philips except via the Information Technology
      department.

    


    Subject
      to the Limitation set forth in Article 14.01 of the Agreement, In the event
      a
      service is to be transferred prior to the end of the overall contract an amount
      will be reduced from the overall contract amount and amortized over the
      remaining contract period. This amount will be calculated based on number of
      staff engaged in the specific area and the remaining contract time

     

    [***]
      Confidential Treatment Requested


    
      
        
          
          

        

        
          26

          
            

          

        

        
          
          

        

      

    

    


    Annex
      2


    Statement
      of Work

    


    


    HSS
      Consultancy, LLC provision of IT services and support to Philips Medical
      Systems.

    


     

    Table
      of Contents

    
      	
              Outline

            	
              27

            
	
              Task
                and deliverables

            	
              27

            
	
              Managing

            	
              28

            
	
              Responsibilities

            	
              29

            
	
              Payment
                of fess

            	
              29

            


    

    


     

    Outline

    This
      statement of work (SOW) refers to the services and support provided by HSS
      Consultancy, LLC. (HSS) to Philips Medical Systems (PMS) in the area of
      Information Technology (IT) deliverables. The SOW is designed to outline the
      activities and deliverables for the duration of the contract and outline
      conditions for transfer of services to PMS at dates to be
      determined.

    This
      is
      the SOW referred to in that certain Information Technology Consultancy
      Agreement, dated October 1, 2007, executed between HSS and Philips Electronics
      North America Corporation (the “Consultancy Agreement”).

     

    Task
      and deliverables
      - Shall be set forth in Annex 1 Pricing Structure

    


    The
      services are broken into 2 areas.

    
      	 	
              1.

            	
              Projects:
                If an area has a project running this is indicated on the spreadsheet
                along with the project manager and PMS business owner. Each project
                is
                managed by HSS with reporting back to PMS IT and PMS relevant business
                management. Deliverables are described separately per project in
                standard
                specification and work package documents. Variation to these projects
                for
                whatever reason must be cleared with the monthly management meeting
                as
                detailed in the next section.

            


    

     


    
      
        
        

      

      
        27

        
          

        

      

      
        
        

      

    

     

    
      	 	
              2.

            	
              Support:
                If an area is in production it is indicated in the spreadsheet under
                column support
                in place Y/N.
                For support the PMS business owner is also listed. Support for
                applications is provided on a service level agreement basis for each
                application. It is possible that support is multi leveled and occurs
                inside PMS along with HSS in this case the level and location of
                support
                is also outlined. To be specific there are the following areas that
                must
                be focused on as part of support;

            


    

     

    
      	 	
              a.

            	
              Provision
                of level 2 and level 3 support for all outsources projects under
                HSS
                control.

            


    

     

    
      	 	
              b.

            	
              Provision
                of all necessary training and rollout management for all outsourced
                projects under HSS control.

            


    

     

    
      	 	
              c.

            	
              Provision
                of training to level 1 customer service team currently based in
                Atlanta.

            


    

     

    
      	 	
              d.

            	
              Provision
                of sales support to the North American Philips organization team
                for
                deployment of developed
                applications.

            


    

     

    Managing

    There
      will be 4 prime levels of management for this relationship. Informal contact
      will also occur with individuals per project or support level thus this is
      not
      meant to be an exhaustive list rather this is a minimum amount of governance
      to
      cover this SOW.

    
      	 	
              1.

            	
              Project
                Management:
                Within a project the PMS project manager along with his/her HSS
                counterpart will organize regular meetings to discuss progress against
                plans. It is estimated these meetings would be monthly in nature
                but may
                be more frequent dependant on the work being carried
                out.

            


    

     

    
      	 	
              2.

            	
              Support
                Levels:
                Metrics will be provided against the SLA’s in place per application
                supported, reported via the internet for PMS to view and pull information
                as needed.

            


    

     

    
      	 	
              3.

            	
              Monthly
                Service Update:
                There will be a phone conference organized on a monthly basis by
                PMS IT.
                In attendance will be representatives from the following organizations.
                HSS, PMS IT, PMS Global Customer Service and PMS North American.
                This
                meeting will consist of a service update from the HSS representative
                covering all applications in project or support. The update will
                show
                status, current issues, and actions required by any of the parties
                present. It is anticipated that if the preceding two areas are functioning
                well that this meeting can be limited to 1 hour in length, however
                longer
                meeting times will be established initially to embed the
                activity.

            


    

     

    
      	 	
              4.

            	
              Quarterly
                Review:
                There will be a face-to-face meeting held once a quarter also with
                representatives from the organizations mentioned previously. This
                will be
                a longer update (est. 1⁄2 day) to update in detail on projects, support
                levels and PMS activities that effect this statement of work. During
                the
                first quarterly review, the parties agree to create an extensive
                SOW.

            


    


    
      
        
        

      

      
        28

        
          

        

      

      
        
        

      

    

     

    Responsibilities

    Both
      PMS
& HSS have responsibilities as part of this SOW as follows:

    PMS:
      Adherence to the service policies in place today with the PMS Service Innovation
      Group. Providing timely specifications and support to enable the complete
      delivery of projects. Resources as necessary for testing of
      solutions.

    HSS:
      Delivery according to specification of IT solutions. Delivery of support as
      per
      described SLA’s. Resources as needed to train and deploy solutions, this will be
      based on a project by project basis.

    


    Detailed
      responsibilities are outlined in the specifications, project descriptions &
SLA’s.

     

    Payment
      of fees - Shall be set forth in Annex 1 -
      Pricing Structure


    
      
        
        

      

      
        29

        
          

        

      

      
        
        

      

    


    Annex
      3:
      ACCEPTANCE PROCEDURE

    


    Consultant
      shall submit the Deliverables of each Project to Philips or applicable
      Participant to enable Philips/Participant to carry out the acceptance test
      in
      accordance with this Agreement and the terms contained in the pertaining
      Purchase Order. Unless specifically stated otherwise, each Deliverable shall
      require Philips/Participant’s approval in writing that the work performed, or
      part thereof, meets the requirements as agreed with Consultant in the Purchase
      Order. In case no such approval has been granted, the Parties will work together
      in good faith to resolve the issues relating to the Deliverables. 

    


    In
      developing software within the scope of a Project, Consultant shall apply
      standards, programming languages, development methods, and tools as are
      generally accepted in the software industry and will facilitate programming
      and
      cost-efficient future development, customizing and maintenance of such software.
      

    


    Prior
      to
      delivery of the agreed Deliverables to Philips, Consultant shall submit the
      Deliverables to a system test in order to determine whether the Deliverables
      function according to the requirements and specifications as set out in the
      Purchase Order. Said testing shall be executed both on each of its constituting
      parts and on the Project Deliverables in total.

    


    Philips/Participant
      and Consultant will jointly draft a test plan for each Project under this
      Agreement, which will include the features to be tested, the input required
      to
      exercise these features, and a test schedule. This test plan is subject to
      approval by Philips/Participant.

    


    During
      a
      period of thirty (30) days following delivery of the agreed Deliverables,
      Philips shall carry out the test plan in order to test the functions set forth
      in the requirements and/or specification as agreed upon in the Purchase Order.
      During this period, Philips/Participant will notify Consultant in writing of
      any
      errors/defects discovered in the Deliverables by means of a sufficiently
      detailed problem report. Consultant shall remedy such errors/defects in the
      Deliverables without delay but in any event within thirty (30) days after
      receipt of notification either by making correction or by providing replacement
      copies. After said delivery of such remedy the aforementioned thirty (30) day
      test period for such remedied Deliverable under the terms and conditions of
      verification and remedy as set out above shall apply. 

    


    Upon
      finalization of the tests as referred to above, and provided Philips/Participant
      is fully satisfied that the Deliverables conform to the requirements and
      specifications as set out in the Purchase Order, Philips/Participant will sign
      and issue to Consultant an acceptance document to evidence its acceptance of
      the
      tested Deliverables. 

    


    Notwithstanding
      the foregoing, no notice of errors or defects, failure to provide notice of
      errors or defects, or acceptance of Deliverables by Philips shall relieve
      Consultant of any warranty obligations arising under any Purchase
      Order.

     


    
      
        
        

      

      
        30

        
          

        

      

      
        
        

      

    

    


    Annex
      4:
      MUTUAL NON-DISCLOSURE AGREEMENT

    


    


    “PENAC”

    


    PHILIPS
      ELECTRONICS NORTH AMERICA CORPORATION

    1251
      Avenue of the Americas

    New
      York,
      New York 10020

    


    “Consultant”

    


    Business
      Entity: Delaware corporation

     

    Contact
      Person: 

     

    Phone:
      

    Phone:
      

    Fax:
      

    Fax:

     

    Effective
      Date: October 1, 2007

     

    Disclosure
      Period: One (1) year period beginning on the Effective Date and ending on the
      day immediately prior to the first anniversary of the Effective
      Date.

     

    Confidentiality
      Period: Three (3) years beginning on the Effective Date and ending on the day
      immediately prior to the third anniversary of the Effective Date.

     

    Purpose:
      To provide consultancy services.

    


    PENAC
      and
      Consultant, each having its respective place of business address set forth
      above, hereby enter into this Non-Disclosure Agreement, effective as of the
      Effective Date. Included in the definition of PENAC are its subsidiaries and
      Participants that have a need to know the Information disclosed by the
      disclosing party or on whose behalf Information is being disclosed to the
      receiving party. 

    


    1.
      Mutual
      Benefit. PENAC and Consultant, for their mutual benefit, desire to disclose
      to
      each other certain Information (defined in Paragraph 2 below) for the Purpose.
      

    


    2.
      Definition of Information. Information shall mean all business and technical
      information, including but not limited to product pricing, specifications,
      designs, plans, drawings, software, data, prototypes, customer information,
      marketing, financial or other business information, promotional plans, and
      other
      information which are proprietary or confidential to the disclosing party or
      to
      a third party, and all copies and derivatives thereof from which such
      information is discernible. Information may be in any form or medium, tangible
      or intangible, and may be communicated in writing, orally, through visual
      observation, electrical, optical, or magnetic media, or otherwise. Information
      disclosed in tangible form will be subject to this Agreement if it is clearly
      labeled as "Proprietary" or "Confidential." Information disclosed in other
      than
      tangible form will be subject to this Agreement if it is identified as
      proprietary or confidential at the time of disclosure, and is summarized in
      a
      writing delivered to receiving party’s contact person identified above, by mail
      or by facsimile, within thirty (30) days of such disclosure.

     

    
      
        
        

      

      
        31

        
          

        

      

      
        
        

      

    


    3.
      Restricted Use of Information During Confidentiality Period. This Agreement
      applies to Information disclosed during the Disclosure Period. The receiving
      party agrees that for the Confidentiality Period: receiving party shall (a)
      use
      the Information only for the Purpose, (b) hold the Information in a secure
      location and in confidence, (c) reproduce Information only to the extent
      essential to fulfilling the Purpose, and (d) not disclose Information to any
      third parties, without the prior written consent of the disclosing party and
      only to those employees or representatives who are on a need to know basis
      for
      the Purpose and who are also under a similar duty of confidentiality as required
      herein. Upon the disclosing party’s written request, receiving party shall
      either return to disclosing party all the Information or shall certify to
      disclosing party that all media containing Information have been
      destroyed.

    


    4.
      Restriction Does Not Cover. The foregoing restrictions on receiving party’s use
      or disclosure of Information shall not apply to Information that receiving
      party
      can demonstrate: (a) was independently developed by or for receiving party
      without reference to the Information, or received without restrictions; or
      (b)
      has become generally available to the public without breach of confidentiality
      obligations of receiving party or another party; or (c) was in receiving party’s
      possession or was known by receiving party without restriction at the time
      of
      disclosure. Each party understands that the other party may develop systems,
      software, components and/or other items (“Products”) similar or related in
      functionality to the other party’s Products, provided that the requirements of
      this Agreement are observed. Each party agrees that inclusion or embodiment
      of
      ideas, concepts and techniques in Information furnished by the other party
      hereunder shall not preclude the first party’s independent development of
      Products or generic requirements containing or embodying similar ideas, concepts
      and techniques. Access to the disclosing party’s Information hereunder shall not
      preclude an individual employee of the receiving party who has seen such
      Information for the purposes of this Agreement from working on future projects
      that relate to similar subject matters, provided that such individual employee
      does not make reference to the Information and does not copy the Information
      during the Confidentiality Period or refer to notes made as a result of access
      to such Information. Furthermore, nothing contained herein shall be construed
      as
      preventing employees of either party who had access to Information from using
      that information retained as a part of their general skill, knowledge, talent
      and expertise. 

    



    
      
        
        

      

      
        32

        
          

        

      

      
        
        

      

    


    5.
      Legal
      Requirement to Disclose. In the event a receiving party is legally required
      to
      disclose all or any part of the Information, disclosure pursuant to such legal
      requirement shall not be a breach of this Agreement if the receiving party:
      (a)
      provides the disclosing party with prompt notice of such request(s) and the
      documents requested thereby so that disclosing party may seek an appropriate
      protective order and/or waiver of the receiving party’s compliance with the
      provisions of this Agreement; and (b) consults with disclosing party on the
      advisability of taking legally available steps to resist or narrow such request;
      or (c) seeks a protective order covering the Information sought to be disclosed.
      If in the absence of a protective order or the receipt of a waiver hereunder,
      receiving party is nonetheless, in the written opinion of its legal counsel,
      compelled to disclose Information, receiving party may disclose such Information
      to the requesting tribunal or agency without liability hereunder; provided,
      however, that receiving party shall if permitted under the law: (i) give
      disclosing party written notice of Information to be so disclosed as far in
      advance of its disclosure as is reasonably practicable; (ii) disclose only
      such
      portion of Information required to be disclosed; and (iii) use its best efforts
      to assist the disclosing party in obtaining confidential treatment of
      Information to be disclosed. Notwithstanding the foregoing, the parties
      acknowledge that Consultant is a wholly-owned subsidiary of a reporting company
      under the Securities and Exchange Act of 1934 as amended (the “1934 Act”), and
      as such has certain reporting obligations pursuant to the 1934 Act. Accordingly,
      nothing in this Article 5 shall prevent or prohibit Consultant from meeting
      its
      legally binding reporting requirements regarding this Agreement or the Services
      provided thereunder, including the filing of appropriate documents with the
      Securities and Exchange Commission and the making of appropriate press releases
      or announcements related thereto that includes the name of “Philips” therein.


    


    6.
      Ownership of Information. Except as expressly provided herein, all Information,
      as between the parties, shall remain the property of the disclosing party.
      The
      disclosing party does not grant any license, explicitly or implicitly, under
      any
      trademark, patent, copyright, mask work protection, trade secret or any other
      intellectual property right by disclosing Information to the receiving party
      or
      by executing this Agreement. Neither disclosure of Information to the receiving
      party nor execution of this Agreement constitutes the disclosing party's
      representation, warranty, assurance, inducement, endorsement or guarantee with
      respect to freedom from claims of patent, trademark, copyright or trade secret
      infringement or mask work protection rights or any other intellectual property
      rights of third parties or of the disclosing party. The disclosing party
      disclaims all warranties regarding Information it discloses, including all
      warranties as to the accuracy or utility of such Information. Execution of
      this
      Agreement and the disclosure of Information pursuant to this Agreement do not
      constitute or imply any commitment, promise or inducement by either party to
      make any purchase or sale, or to enter into any additional agreement of any
      kind.

    


    7.
      U.S.
      Export Requirements. The parties acknowledge that certain product, software and
      technical Information provided pursuant to this Agreement are subject to United
      States export laws and regulations and agree that any use or transfer of such
      items must be authorized by the appropriate United States government agency.
      Neither party shall directly or indirectly use, distribute, transfer or transmit
      any item of Information (even if incorporated into other products, software
      and
      technical information), except in compliance with United States export laws
      and
      regulations; provided, however, that the receiving party shall secure the
      disclosing party's written consent before any such use, distribution, transfer
      or incorporation.


    
      
        
        

      

      
        33

        
          

        

      

      
        
        

      

    

    


    8.
      Arbitration. If a dispute arises with respect to this Agreement, either party
      shall, at any time prior to the initiation of arbitration, submit the dispute
      to
      either a sole mediator selected by the parties or to mediation by the American
      Arbitration Association (AAA). If not thus resolved, the dispute shall be
      referred by either party to a panel of neutral arbitrators selected in
      accordance with the commercial arbitration rules of AAA for binding arbitration.
      The arbitration shall be held in New York City, New York and shall be governed
      by the United States Arbitration Act. A court of competent jurisdiction may
      enter the arbitration decision as a judgment. The arbitrators shall not be
      empowered to limit, expand or modify this Agreement. A request by a party to
      a
      court for interim protection shall not affect either party's obligation
      hereunder to mediate and arbitrate. On motion, the arbitrators may order limited
      discovery, but in determining whether to permit discovery shall balance the
      benefit of the requested discovery against the burden on the party against
      whom
      discovery is sought. Each party shall bear its own expenses and an equal share
      of all the costs and fees of mediation and/or arbitration. Any mediator or
      arbitrator shall be competent in the legal and technical aspects of the subject
      matter of this Agreement. The content and results of mediation and/or
      arbitration shall be held in confidence by all participants, each of whom will
      be bound by an appropriate confidentiality agreement. Nothing herein shall
      preclude either party from seeking interim equitable relief from a court of
      competent jurisdiction. 

    


    9.
      General. This Agreement constitutes the entire agreement of the parties with
      respect to Information and the parties' respective obligations in connection
      with Information disclosed hereunder and supersedes all prior oral and written
      agreements and discussions with respect thereto. Each party intends that a
      facsimile of its signature printed by a receiving fax machine be regarded as
      an
      original signature and agrees that this Agreement can be executed in
      counterparts. The parties can amend or modify this Agreement only by a writing
      duly executed by their respective authorized representatives. Either party’s
      failure to enforce any provision, right or remedy under this Agreement shall
      not
      constitute a waiver of such provision, right or remedy. This Agreement and
      performance thereunder shall be governed by the laws of the state of New York,
      U.S.A., excluding its conflict of law provisions. Recipient hereby submits
      to
      all New York courts of competent jurisdiction. 

    


    10.
      Assignment Rights. Neither party shall assign this Agreement and/or delegate
      its
      rights, obligations and liabilities under the Agreement, either wholly or in
      part, without notice to and consent of the other party; provided, however,
      that
      in connection with either party’s sale or transfer of all or substantially all
      of its assets used in the performance of this Agreement (the “assets”) to any
      present or future Participant of such party or to another entity, the party
      disposing of the assets shall have the right to assign the Agreement without
      the
      consent of the other party. 


    
      
        
        

      

      
        34

        
          

        

      

      
        
        

      

    

    


    11.
      Captions Are Not a Part of Agreement. The captions of the sections used in
      this
      Agreement are only for the purpose of reference and are not intended to be
      a
      part of the Agreement or in any way to define, limit or describe the scope
      or
      intent of the particular provision to which they refer.

    


    IN
      WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
      on
      the date set forth below such party’s name.

    


    PHILIPS
      ELECTRONICS NORTH AMERICA CORPORATION

    


    


    By:___/s/
      Stanley Vashovsky______________________________

    


    


    Name:___Stanley
      Vashovsky____________________________

    


    


    Title:___ 
      Chairman/CEO_____________________________

    


    


    Date
      Signed:____10/01/07______________________

    


    


    By:____/s/
      Kendric Anderberg_____________________________

    


    


    Name:___
      Kendric Anderberg____________________________

    


    


    Title:____SVP
      Chief Information Officer____________________________

    


    


    Date
      Signed:____10/02/07______________________

    


    


    


    By:___/s/
      Thomas H. Kirkland______________________________

    


    


    Name:
      ___Thomas H. Kirkland___________________________  

     

     

    Title:  
SRVP
      Customer Services North
      America

    
 

    Date
      Signed:____10/01/07______________________


    
      
        
        

      

      
        35

        
          

        

      

      
        
        

      

    


    Annex
      5
      -Furniture and Equipment

     

    


    
      	
              ITEM

            	
              Quantity

            
	
               

            	
               

            
	
              Executive
                Desk

            	
              6

            
	
              Executive
                Chair

            	
              16

            
	
              Projectors

            	
              4

            
	
              Workbench
                Desks

            	
              33

            
	
              Standard
                Chair

            	
              36

            
	
              Large
                Conference table

            	
              1

            
	
              Small
                Conference table

            	
              2

            
	
              Book
                Shelving

            	
              9

            
	
              Credenza
                units

            	
              4

            
	
              Printer
                Table

            	
              1

            
	
              Large
                Shelving unit

            	
              2

            
	
              LaserJet
                Printer 4250

            	
              1

            
	
              Color
                LaserJet 8550

            	
              1

            
	
              Printer
                / Fax

            	
              4

            
	
              LCD
                Monitors

            	
              37

            
	
              LCD
                / Plasma TV's

            	
              5

            
	
              Fish
                Tank

            	
              1

            
	
              Dell
                Latitude d410

            	
              1

            
	
              Dell
                Latitude D420

            	
              1

            
	
              Dell
                Laptop D610

            	
              11

            
	
              Dell
                Laptop D620

            	
              9

            
	
              Dell
                Precision 670

            	
              6

            
	
              Dell
                Precision 690

            	
              13

            
	
              Dell
                Optiplex gx620

            	
              2

            
	
              Leather
                Chair

            	
              4

            
	
              Leather
                Couch

            	
              1

            
	
              Leather
                Ottoman

            	
              1

            
	
              Photo
                Copier

            	
              1

            
	
              Podium

            	
              1

            
	
              Whiteboard

            	
              2

            
	
              Servers

            	
              9

            
	
              Server
                Racks

            	
              2

            
	
              supplemental
                AC for Servers

            	
              1

            
	
              UPS

            	
              1

            
	
              Ambient
                Equipment

            	 


    

     

     

    
      	
              Dell
                PowerEdge Servers

            	
              Qty.

            
	 	 
	
              PE860

            	
              1

            
	
              PE1950

            	
              2

            
	
              PE2950

            	
              1

            
	
              PE2850

            	
              1

            
	
              PE4600

            	
              1

            
	
              PE2650

            	
              1

            
	
              PE2550

            	
              7

            
	
              PE1650

            	
              3

            
	
              PE350

            	
              1

            
	 	 
	
              Compaq

            	 
	 	 
	
              ML370

            	
              1

            
	 	 
	 	 
	
              TOTAL

            	
              19

            


    

    


    
      
        
        

      

      
        36