simulations_10ka-ex1034.htm


    
      
        

      

    

    EXHIBIT
10.34

     

     

    OEM/REMARKETING
AGREEMENT

     

    THIS
OEM/REMARKETING AGREEMENT (this "Agreement") is effective as of the 6th day
of July ,
2000, by and between Eloquent Technology, Inc., a New York corporation having
offices at 2389 North Triphammer Road, Ithaca, NY 14850 (hereinafter
"Supplier"), and Words +, Inc., a California corporation having principal
offices at 1220 W. Avenue J, Lancaster, CA 93534 (hereinafter
"OEM").

     

    WITNESSETH:

     

    WHEREAS,
Supplier produces a certain text-to-speech computer software program known as
ETI-Eloquence, and related application software, tools, documentation and
utilities, all of which Supplier is willing to provide to OEM on the terms and
conditions set forth herein; and

     

    WHEREAS,
OEM intends to integrate ETI-Eloquence with or otherwise offer
ETI-­Eloquence in conjunction with other software programs currently owned,
or to be developed or acquired by OEM in the future, so as to create EZ-Keys for
Windows and Talking Screen, the OEM Product (hereinafter "OEM Product"), and to
market such OEM Product to end-users;

     

    NOW,
THEREFORE, in consideration of the premises hereof, and the mutual obligations
herein made and undertaken, the parties hereto agree as follows:

     

    1.
Definitions. For the purposes of this Agreement, the definitions set forth in
this Section shall apply to the respective capitalized terms:

     

    1.1
"Class A Programs." The run-time software modules required at execution time for
conversion of text-to-speech, and associated Documentation, which run­time
modules and Documentation are listed on Exhibit A.

     

    1.2
"Class B Programs." Those software components, including Documentation, that are
designed for use by developers in integrating Class A Programs with other
software and which consist of all software components and Documentation other
than those listed in Exhibit A. All software components and Documentation that
are not listed as Class A Programs on Exhibit A are Class B
Programs.

     

    1.3
"Documentation." All printed or machine-readable instructions, help files,
manuals, diagrams, or specifications pertaining to the Programs.

     

    1.4
"End-User." A customer to whom is offered a license to use one copy of OEM
Product for this single person's own use, without a right to resell or relicense
the OEM Product.

     

    1.5
"End-User License Agreement," or "Sublicense." The form of agreement under which
is granted to an End-User the right and license to use Class A Programs as part
of OEM Product.

     

    1.6
"Enhancement(s)."  Computer program modifications or additions, other
than Maintenance Modifications, that may be integrated with the Programs or
offered separately by Supplier and that alter the functionality of Programs or
add new functions thereto. Enhancements may be

     

    (a) a
"Minor upgrade" which fixes bugs and may add minor functionality;

     

    (b) a
"Major upgrade" by which major functionality is added;

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

     

    (c)
"Add-Ons", modules which provide added functionality, such as a new
language.

     

    1.7
"Maintenance Modification(s)." Computer software changes to be integrated with
the Programs to correct any errors therein, but that do not substantially alter
the functionality of the Programs or add new functions thereto.

     

    1.8
"Marketing Territory." The Marketing Territory shall be the world.

     

    1.9
"Object Code." Computer programs assembled or compiled in electronic binary form
on software media, which are readable and usable by machines, but not generally
readable by humans without reverse-assembly, reverse-compiling, or
reverse-engineering.

     

    1.10 "OEM
Product." A combination of ETI-Eloquence with OEM's Software Product, to be
offered by OEM, together with related services, to End-Users.

     

    1.11
"Programs." The Class A Programs and/or the Class B Programs, including all
Maintenance Modifications and Enhancements thereto.

     

    1.12
"Source Code." A computer program written in a higher-level programming
language, sometimes accompanied by English language comments. Source Code is
intelligible to trained programmers and may be translated to Object Code for
operation on computer equipment through the process of compiling.

     

    2. OEM
Certification. OEM hereby certifies and agrees that, in consideration of the
benefits of this Agreement, OEM will add significant value to, and enhance the
functionality and/or capability of, the Class A Programs by combining the Class
A Programs with other computer equipment and/or computer software programs to
produce the OEM Product, and shall offer such OEM Product and related services,
including training, installation assistance, and other forms of customer
support. OEM further certifies and agrees that it will market the Class A
Programs solely as pan of OEM Product and that OEM Product will be marketed by
OEM for its own account in the normal course of its business solely to its
dealers and to End-Users having no affiliation or control relationship with OEM.
In the event that any of the foregoing representations and undertakings prove
untrue at any time during the term of this Agreement, Supplier shall have the
right to terminate this Agreement as to any or all further shipments to OEM or
as to any or all further copying and distribution of Programs by OEM in the
manner prescribed in Section 14 hereof.

     

    3.
Supplier's Responsibilities. Subject to the terms and conditions of this
Agreement, Supplier shall:

     

    3.1
Deliver one copy of the Programs to OEM;

     

    3.2 Grant
OEM the rights and licenses in the Programs as set forth in Section 5
hereof;

     

    3.3
Warrant the Programs as set forth in Section 12 hereof;

     

    3.4
Indemnify OEM as set forth in Section 13 hereof;

     

    3.5
Furnish to OEM without additional charge, any Minor Upgrade to the Programs
which may be released during the term of this Agreement (although Supplier shall
have no duty to release any Enhancement) and this Agreement shall be deemed to
be a license of all Minor Upgrades, but shall not be deemed to compel Supplier
to grant a license of any Major Upgrade or Add-On. If Supplier elects to grant
such a license, it shall be governed by the terms of this
agreement.

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    3.6
Supply the ETI logo in photo-ready format or on a disk, for use in the OEM
product, upon request by OEM.

     

    4. OEM's
Responsibilities. Subject to the terms and conditions of this Agreement, OEM
shall:

     

    4.1
Combine the Class A Programs with other equipment and/or computer software
programs independently developed or procured by OEM so as to create the OEM
Product, such combination to be accomplished in such a way as to limit to the
maximum extent reasonably possible the use of the Class A Programs by the
End-User to their use within OEM Product and not to permit the End-User to
separately access the functionality of the Class A Programs;

     

    4.2
Market, sell, and deliver OEM Product to End-Users in the Marketing
Territory;

    


    4.3
Present Supplier's End-User License Agreement to all ETI-­Eloquence
customers;

     

    4.4 Pay
royalties for licenses granted, as set forth in Exhibit B and Section 11
hereof;

     

    4.5
Protect Supplier's proprietary rights in Programs as set forth in Section 6
hereof;

     

    4.6
Provide reseller exemption certificates to Supplier as set forth in Section 10
hereof;

    


    4.7 Keep
confidential the terms of this Agreement, including but not limited to the
Royalty Schedule as set forth in Exhibit B to this Agreement.

    


    5.
Licenses Granted.

     

    5.1
Supplier hereby grants to OEM the following rights and licenses:

     

    5.l.a.
Class A Programs. Supplier hereby grants to OEM a nonexclusive, nontransferable
right and license to copy and to distribute copies of Class A Programs, solely
for use as part of the OEM Product and not as a separate product, directly or
through the intermediary of distributors of OEM, to End-Users in the Marketing
Territory during the term of this Agreement. No modification or preparation of
derivative works of ETI-Eloquence whatsoever is permitted.

     

    5.l.b.
Class B Programs. Supplier hereby grants to OEM a nonexclusive, nontransferable
right and license to use the Class B Programs, for internal use only, for
purposes of adaptation and integration of the Class A Programs to OEM
Product.

     

    5.l.c.
Version Lx Programs. Supplier hereby grants to OEM a nonexclusive,
nontransferable right and license to copy and to distribute ETI-Eloquence
Version 1.x (General American English) only to those End Users using hardware or
an operating system incapable of supporting the Current version, and solely for
use as part of the OEM Product and not as a separate product, and only directly
or through the intermediary of Distributors, to End-Users in the Marketing
Territory during the term of this Agreement. No modification or preparation of
derivative works of ETI-Eloquence Version Lx whatsoever is permitted. Because
ETI-­Eloquence Version Lx is no longer supported by Supplier, OEM accepts
this right and license with respect to ET[-Eloquence Version 1.x "as is" with no
warranties of any kind and agrees that Supplier shall have no obligation of
technical support for ETI-Eloquence Version I .x, pursuant to section 8 of this
Agreement or otherwise.

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    5.2
Supplier further grants to OEM a nonexclusive, nontransferable right and license
to use the Class A Programs for marketing and demonstration purposes and for the
training of End Users or distributors of OEM.

     

    5.3 The
license granted in this Section 5 is provided by Supplier in cooperation with
International Business Machines Corporation ("IBM").

     

    6.
Confidentiality of Information; Protection and Security.

     

    6.1 OEM
shall use all reasonable efforts to protect and defend the proprietary nature of
the Programs, Including Enhancements and any derivative works of the Programs.
Except as expressly provided otherwise in this Agreement, OEM shall not copy,
modify, transcribe, store, translate, sell, lease, or otherwise transfer or
distribute any of the Programs, including Enhancements, in whole or in part,
without prior authorization in writing from Supplier.

     

    6.2 All
Programs incorporated into OEM Product shall be marked with such copyright,
patent, or other notices, proprietary legends, or restrictions as Supplier may
require.

     

    6.3 OEM
and Supplier may from time to time exchange confidential or proprietary
information. Each shall take reasonable steps to keep confidential and shall not
disclose to any other party, or use except in furtherance of the purposes of
this Agreement, any such information which is received in a writing marked
"Confidential".

     

    7.
Expenses. It is expressly understood and agreed that neither party is under any
obligation or requirement to reimburse the other party for any expenses or costs
incurred by that party in the performance of its responsibilities under this
Agreement. Any costs or expenses incurred by either party shall be at that
party's sole risk and upon its independent business judgment that such costs and
expenses are appropriate.

     

    8.
Technical Support. Supplier shall use commercially reasonable efforts to provide
the support services for the Programs as specified in Exhibit C ("Support
Services").

     

    9.
Title.

     

    9.1 Title
to all of Supplier's Software Programs (including any Maintenance Modifications
or Enhancements) shall at all times remain and vest solely with Supplier or its
licensors. OEM agrees that it will not claim or assert title to any such
materials or attempt to transfer any title to End-Users or any third
parties.

     

    9.2 The
following copyright notice shall be placed on the documentation of the OEM
Product and such notices shall be retained on the copies made by OEM: "This
product uses the ETI-Eloquence text-to-speech system which contains material
copyrighted by Eloquent Technology, Inc. and/or International Business Machines
Corporation". Supplier agrees to take such reasonable steps as may be necessary
to preserve the copyrights to the Supplier's Programs and any associated
Documentation.

     

    10.
Reseller Exemption Certification. OEM hereby certifies that it either holds or
will acquire prior to offering for resale a valid Reseller Exemption Certificate
issued by each taxing jurisdiction or entity in the Marketing Territory where
such certificate is required as a condition for the avoidance of applicable
sales or use taxes, covering any Programs to be licensed or sublicensed under
this Agreement. Prior to any shipment of OEM Product under this Agreement, OEM
will provide Supplier with a copy of each such certificate, thereby entitling
OEM to be treated by Supplier as exempt from collection of tax on Programs in
each jurisdiction or entity from which a certificate is obtained. OEM shall
promptly notify Supplier of any additions, deletions, or changes to such
certificates. OEM shall indemnify and hold harmless Supplier from and against
any taxes, duties, tariffs, or other assessments levied by or on behalf of any
taxing jurisdiction or entity that fails to issue, or disputes the validity or
coverage of, any such exemption certificates.

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    11.
Payment and Audit.

     

    11.1 OEM
shall pay royalties to Supplier quarterly, in accordance with the schedule of
royalties attached hereto as Exhibit B, not later than thirty (30) days
following the end of each calendar quarter.

     

    11.2
Within thirty (30) days after the end of each calendar quarter, OEM shall submit
to Supplier a report, in a form to be supplied by Supplier, which details the
number of End Users to which the OEM Product was licensed during the quarter
(hereinafter "Royalty Report"). A Royalty Report shall be submitted for every
calendar quarter during the term of this Agreement even if no End Users are
licensed to use the OEM Product during the quarter. The Royalty Report shall be
certified by an authorized representative of OEM.

     

    11.3
Supplier, upon reasonable written notice, may at its election and at its own
expense cause an audit of OEM's books and records of sales by a firm of licensed
public accountants to confirm the accounting; provided, however, that if such an
audit shows that the royalty payments actually made are less than 95% of the
amounts shown to be due, the cost of the audit shall be paid by the
OEM.

     

    11.4 All
payments due under this agreement shall be paid in United States dollars by
check to:

    Accounts
Receivable Eloquent Technology, Inc. 2389 N. Triphammer Rd. Ithaca, NY 14850
USA

     

    or by
wire transfer to the following account (or such other account as supplier may
specify):

    Bank: M
& T Bank Phone: (607) 257-2224 Address: 2248 N. Triphammer Road, Ithaca, NY
14850 - USA Account Number: O15296353 (Eloquent Technology, Inc.) Bank
Routing/Transit Code: 022000046

     

    11.5 In
the event that any national government imposes any income or equivalent taxes on
any part of the payments required by this Agreement to be made by OEM to
Supplier and requires OEM to withhold taxes from such payment, OEM may deduct
such taxes from such payments. Tax receipts indicating payments or withholding
of taxes on behalf of Supplier shall be promptly submitted to Supplier. OEM
shall cooperate with Supplier in a determination of the propriety of imposition
of any such tax.

     

    12.
Disclaimer of Warranties.

     

    12.1 OEM
acknowledges that it has had a full opportunity to evaluate the Programs, and
accepts the Programs "as is" without warranty of any kind.

     

    12.2
SUPPLIER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT
LIMITATION, ANY WARRANTIES AS TO THE SUITABILITY OR MERCHANTABILITY OR FITNESS
FOR ANY PARTICULAR PURPOSE OF ANY PRODUCTS OR PROGRAMS FURNISHED HEREUNDER OR
FOR ANY OEM PRODUCT PREPARED BY OEN.  IN NO EVENT SHALL SUPPLIER BE
LIABLE FOR ANY LOST OR ANTICIPATED PROFITS, OR ANY INCIDENTAL, EXEMPLARY,
SPECIAL, OR CONSEQUENTIAL DAMAGES, REGARDLESS OF WHETHER SUPPLIER WAS ADVISED OF
THE POSSIBILITY OF SUCH DAMAGES.

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    12.3 No
action arising or resulting from this Agreement, regardless of its form, may be
brought by either party more than one year after the cause of the action
arises.

     

    13.
Indemnification.

     

    13.1
Supplier hereby indemnifies and holds harmless OEM from and against any claims,
actions, or demands alleging that the Programs infringe any United States
patent, United States trademark, or the copyright or other trade secret right of
any third party. OEM shall permit Supplier to replace or modify any affected
Programs so to avoid infringement, or to procure the right for OEM to continue
use and remarketing of such items. If neither of such alternatives is reasonably
possible, the infringing items shall be returned to Supplier and Supplier's sole
liability shall be to refund amounts paid therefore by OEM. Supplier shall have
no obligation hereunder for or with respect to claims, actions, or demands
alleging infringement that arise by reason of combination of non-infringing
items with any items not supplied by Supplier.

     

    13.2 OEM
hereby indemnifies and holds harmless Supplier from and against any and all
claims, actions, or demands arising with respect to any OEM Product, with the
sole exception of those matters for which Supplier bears responsibility under
Section 13.1 hereof.

     

    13.3 The
foregoing indemnities are conditioned on prompt written notice of any claim,
action, or demand for which indemnity is claimed; complete control of the
defense and settlement thereof by the indemnifying party; and cooperation of the
other party in such defense.

     

    14. Term
and Termination.

     

    14.1 This
Agreement shall remain in effect for a period of one (1) year from the date set
forth above and shall be automatically renewed for subsequent one (1) year terms
unless either party provides written notice to the other that they wish to
terminate this Agreement at least sixty (60) days before the end of a term. In
the event that such notice is given by either party, this Agreement shall
terminate on the last day of the term during which the notice is
given.

     

    14.2
Supplier may terminate this Agreement if OEM at any time fails to comply with
the certification required under Section 2 hereof.

     

    14.3
Should either party commit a material breach of its obligations hereunder, or
should any of the representations of either party in this Agreement prove to be
untrue in any material respect, the other party may, at its option, terminate
this Agreement, by 30 days' written notice of termination, which notice shall
identify and describe the basis for such termination. [f, prior to expiration of
such period, the defaulting party cures such default, termination shall not take
place, provided, however, that Supplier may terminate this Agreement upon 10
days' written notice for breach of the obligation to pay royalties as provided
by section 11.1 of this Agreement.

     

    14.4
Supplier may, at its option and without notice, terminate this Agreement,
effective immediately, should OEM (1) admit in writing its inability to pay its
debts generally as they become due; (2) make a general assignment for the
benefit of creditors; (3) institute proceedings to be adjudicated a voluntary
bankrupt, or consent to the filing of a petition of bankruptcy against it; (4)
be adjudicated by a court of competent jurisdiction as being bankrupt or
insolvent; (5) seek reorganization under any bankruptcy act, or consent to the
filing of a petition seeking such reorganization; or (6) have a decree entered
against it by a court of competent jurisdiction appointing a receiver,
liquidator, trustee, or assignee in bankruptcy or in insolvency covering all or
substantially all of such party's property or providing for the liquidation of
such party's property or business affairs.

     

    
      
        
        

      

      
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    14.5
Termination of this Agreement shall not relieve either party of the obligations
incurred hereunder pursuant to Sections 4.7, 6, 9, 11, 12, and 13 hereof, which
Sections shall survive such termination.

     

    14.6 On
termination of this Agreement, (1) OEM shall immediately discontinue marketing
OEM Product containing any Programs which are licensed under this Agreement, and
(2) at Supplier's option, return to Supplier or destroy all Programs delivered
to OEM, including all copies thereof.

     

    15.
Limitation of Representations and Use of Name by OEM.

     

    15.1 OEM
shall make no representations concerning Supplier or any Programs, including any
Maintenance Modifications without prior authorization in writing from
Supplier.

     

    15.2 OEM
shall not license, sublicense, reproduce, reference, or distribute the Programs
except under the trade name or trademark of Supplier without the prior written
approval of Supplier, which consent shall not be unreasonably withheld. Supplier
does not warrant or represent that the trademarks "ETI-Eloquence", "Elocutor",
"OLEcutor", "Olecutor" and "EloqTalk" will be available for use in every
jurisdiction where OEM may distribute OEM Product.

     

    15.3 OEM
shall as soon as reasonably possible submit to Supplier for review any
advertising, promotion, or publicity in which the trade name or trademarks of
the Supplier are used, or which is otherwise undertaken pursuant to this
Agreement. Supplier shall have the right to require, at its discretion, the
correction or deletion of any misleading, false, or objectionable material from
any such advertising, promotion, or publicity.

     

    16.
Independent Contractor Status. OEM is an independent contractor under this
Agreement, and nothing herein shall be construed to create a partnership, joint
venture, or agency relationship between the parties hereto with the sole
exception that OEM acts as a licensing agent of Supplier with respect to Class A
Programs as provided herein. OEM shall have no authority to enter into
agreements of any kind on behalf of Supplier, and shall have no further power or
authority to bind or obligate Supplier in any manner to any third
party.

     

    17.
Compliance With Law. Each of the parties shall comply with all applicable laws
and regulations of governmental bodies or agencies in its performance under this
Agreement.

     

    18. No
Assignment. OEM represents that it is acting on its own behalf and is not acting
as an agent for or on behalf of any third party, and further agrees that it may
not assign its rights or obligations under this Agreement without the prior
written consent of Supplier, which consent shall not be unreasonably withheld.
The sale or transfer of a controlling interest in OEM shall be considered an
assignment for the purposes of this paragraph. Permission shall not be withheld
for the sole purpose of raising royalty rates paid to Supplier by OEM or its
assignee, but it is expressly understood that Supplier in its sole discretion
may withhold consent to an assignment if Supplier believes that the effect of
the assignment might be to give access to the licensed Programs to a competitor
of Supplier.

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

    19.
Notices. All notices and other communications required or permitted to be given
under this Agreement shall be in writing and shall be considered effective when
transmitted by fax and (1) transmitter has received a signal indicating correct
receipt of the fax transmission and/or (2) a copy of the writing has been placed
in the hands of a recognized international or overnight courier service,
addressed to the party, prepaid.

     

    20.
Governing Law. All questions concerning the validity, operation, interpretation,
and construction of this Agreement will be governed by and determined in
accordance with the laws of the State of New York, without application of its
conflicts of laws principle.

     

    21.
Arbitration. Should any dispute occur between the parties arising out of or
related to this Agreement, the dispute shall be settled and determined by
arbitration under the then current rules of the American Arbitration
Association. Any award in arbitration may be entered with and enforced by a
court of competent jurisdiction.

     

    22. No
Waiver. Neither party shall by mere lapse of time without giving notice or
taking other action hereunder be deemed to have waived any breach by the other
party of any of the provisions of this Agreement. Further, the waiver by either
party of a particular breach of this Agreement by the other party shall not be
construed as, or constitute, a continuing waiver of such breach, or of other
breaches of the same or other provisions of this Agreement.

     

    23. Force
Majeure. Neither party shall be in default if failure to perform any obligation
hereunder is caused solely by supervening conditions beyond that party's
control, including acts of God, civil commotions, strikes, labor disputes, and
governmental demands or requirements.

     

    24.
Severability. If any provision of this Agreement shall be held illegal,
unenforceable, or in conflict with any law of a federal, state, or local
government having jurisdiction over this Agreement, the validity of the
remaining portions or provisions hereof shall not be affected
thereby.

     

    25. No
Conflict of Interest. Each of the parties represents and warrants that it has
full power and authority to undertake the obligations set forth in this
Agreement and that it has not entered into any other agreements, nor will it
enter into any other agreements, that would render it incapable of
satisfactorily performing its obligations hereunder, or place it in a position
of conflict of interest, or be inconsistent or in conflict with its obligations
hereunder.

     

    26. Scope
of Agreement. Each of the parties hereto acknowledges that it has read this
Agreement, understands it, and agrees to be bound by its terms. The parties
further agree that this Agreement is the complete and exclusive state of
agreement and supersedes all proposals (oral or written), understandings,
representations, conditions, warranties, covenants, and all other communications
between the parties relating thereto, except for any Non-Disclosure Agreement in
effect between the parties. This Agreement may be amended only by a writing that
refers to this Agreement and is signed by both parties.

     

    27.
Parties bound. This Agreement shall bind and inure to the benefit of the
parties, their successors and assigns.

     

    IN
WITNESS WHEREOF, the parties have caused this Agreement to be duly executed by
their authorized representatives on the date first set forth above:

    
    

     

    
      	ELOQUENT TECHNOLOGY,
      INC.	WORDS +,
    Inc.
	By:	By:
	 	 
	/s/ Sudan
      Hertz	/s/ Walter
      Woltosz
	Dr. Susan Hertz,
      President	Walter Woltosz,
      Chief Executive Officer


    

     

    
      
        
        

      

      
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    Exhibit
A

     

    Class A
programs:

    sapicore.exe

    ecicore.exe

    eci5.dll

    etisvr5.dll

    enu5.ui1

    esp5.uil

    fra5.uil

    frc5.uil

    mex5.ui1

    


    enusapi.exe

    enueci.exe

    engsapi.exe

    especi.exe

    frasapi.exe

    fraeci.exe

    frcsapi.exe

    fi-ceci.exe

    mexsapi.exe

    mexeci.exe

    


    enu5.syn

    esp5.syn

    fra5.syn

    frc5.syn

    mex5.syn

    


    regsvr32.exe

    reg.exe

    


    Class A
documentation:

    enuref.hlp

    enuref.cnt

    enugen.hlp

    enusapi.hlp

    enusapi.cnt

    enulex.hlp

    espref.hlp

    espref.cnt

    espgen.hlp

    espsapi.hlp

    espsapi.cnt

    esplex.hlp

    frare£hlp

    fraref.cnt

    fragen.hlp

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

    frasapi.hlp

    frasapi.cnt

    fralex.hlp

    frcrcf.hlp

    frcref.cnt

    frcgen.hlp

    frcsapi.hlp

    frcsapi.cnt

    frclex.hlp

    mexref.hlp

    mexref.cnt

    mexgen.hlp

    mexsapi.hlp

    mexsapi.cnt

    mexlex.hlp

    


    


    Version
1.x

    Class A
Programs

    


    ENGSYN32.DDL

    ENGSYS32.DLL

    ECI32D.DLL

    CW3215.DLL

    MAINDICT.TXT

    ROOTDICT.TXT

    


    ENGSYN16.DDL

    ENGSYN16.DLL

    ECID.DLL

    BC450RTL.DLL

    


    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

    


    Exhibit
B

    Royalty
Schedule

    


    ETI-Eloquence
Version 5.x

     

    For each
copy of the Version 5.x Class A Programs licensed, OEM shall pay to Supplier a
royalty, in United States dollars, as follows:

     

    
      	
              copies

            	
              Royalty

            
	
              1
      -200

            	
              $50.00

            
	
              201
      -500

            	
              $35.00

            
	
              501
      - 1,000

            	
              $25.00

            
	
              1,001
      and above

            	
              $18.00

            


    

    


    An
up-front payment of US $3,000 will be required at the time of the signing of the
OEM Licensing Agreement. This up-front payment will be considered a prepayment
toward royalties due.

     

    ETI-Eloquence
Version 1.x

     

    For each
copy of the Version 1.x Class A Programs licensed, OEM shall pay to Supplier a
royalty of US $12.

     

    
      
        
        

      

      
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    Exhibit
C

    Support
Services

    


    Supplier
shall provide support to OEM only for the current version of the Programs, and
for the immediately preceding version of the Programs for a period of six (6)
months following the release of the current version of the Programs, as
follows:

     

    1.
Telephone Support. Supplier shall make available personnel trained in the use of
the Programs to provide telephone support to assist OEM in integrating the
Programs into the OEM Product ("Telephone Support"). Telephone Support will be
available to OEM from 9:00 am to 5:00 pm Eastern Standard Time, excepting
Saturday, Sunday and United States federal holidays during the term of this
Agreement. Supplier will not be obligated to provide a toll free number for
Telephone Support.

     

    2.
Support Charges.

     

    
      	
               
      

            	
              2.1

            	
              There
      shall be no charge to OEM for the first five (5) hours of Telephone
      Support which is provided within ninety (90) days after the delivery of
      the Programs to OEM by Supplier ("Initial Support
  Period").

            


    

     

    
      	
               
      

            	
              2.2

            	
              OEM
      shall pay Supplier at the rate of $100.00 per hour for all Telephone
      Support provided by Supplier outside the Initial Support Period or in
      excess of five (5) hours.

            


    

     

    
      	
               
      

            	
              2.3

            	
              OEM
      shall be responsible for its own expenses, including telephone charges,
      incurred as a result of Telephone Support provided by
      Supplier.

            


    

     

     

     

    
      
        
        

      

      
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