**Exhibit
      10.5**





[**]
        =
        CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS,
        HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
        COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934,
        AS
        AMENDED.





[**]
        =
        CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS,
        HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
        COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934,
        AS
        AMENDED.




[**]
        =
        CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS,
        HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
        COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934,
        AS
        AMENDED.


[**]
        =
        CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS,
        HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
        COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934,
        AS
        AMENDED.


[**]
        =
        CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS,
        HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
        COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934,
        AS
        AMENDED.







[**]
        =
        CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS,
        HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
        COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934,
        AS
        AMENDED.


[**]
        =
        CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS,
        HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
        COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934,
        AS
        AMENDED.







[**]
        =
        CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS,
        HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
        COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934,
        AS
        AMENDED.


[**]
        =
        CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS,
        HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
        COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934,
        AS
        AMENDED.


[**]
        =
        CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS,
        HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
        COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934,
        AS
        AMENDED.


[**]
        =
        CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS,
        HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
        COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934,
        AS
        AMENDED.


[**]
        =
        CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS,
        HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
        COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934,
        AS
        AMENDED.


[**]
        =
        CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS,
        HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
        COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934,
        AS
        AMENDED.


[**]
        =
        CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS,
        HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
        COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934,
        AS
        AMENDED.


[**]
        =
        CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS,
        HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
        COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934,
        AS
        AMENDED.


[**]
        =
        CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS,
        HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
        COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934,
        AS
        AMENDED.





[**]
        =
        CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS,
        HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
        COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934,
        AS
        AMENDED.


[**]
        =
        CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS,
        HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
        COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934,
        AS
        AMENDED.


[**]
        =
        CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS,
        HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
        COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934,
        AS
        AMENDED.


[**]
        =
        CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS,
        HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
        COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934,
        AS
        AMENDED.


[**]
        =
        CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS,
        HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
        COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934,
        AS
        AMENDED.


[**]
        =
        CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS,
        HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
        COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934,
        AS
        AMENDED.


[**]
        =
        CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS,
        HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
        COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934,
        AS
        AMENDED.





[**]
              =
              CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED
              BY BRACKETS,
              HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
              COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF
              1934, AS
              AMENDED.
 
 
 [**]
                =
                CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED
                BY BRACKETS,
                HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
                COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT
                OF 1934, AS
                AMENDED.
 
 
 [**]
                  =
                  CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED
                  BY BRACKETS,
                  HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
                  COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT
                  OF 1934, AS
                  AMENDED.
 
 
 [**]
                    =
                    CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT,
                    MARKED BY BRACKETS,
                    HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
                    EXCHANGE
                    COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE
                    ACT OF 1934, AS
                    AMENDED.
 
 
 [**]
                          =
                          CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT,
                          MARKED BY BRACKETS,
                          HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES
                          AND EXCHANGE
                          COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE
                          ACT OF 1934, AS
                          AMENDED.
 
 
 [**]
                            =
                            CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT,
                            MARKED BY BRACKETS,
                            HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES
                            AND EXCHANGE
                            COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE
                            ACT OF 1934, AS
                            AMENDED.
 
 
 [**]
                              =
                              CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS
                              DOCUMENT, MARKED BY BRACKETS,
                              HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES
                              AND EXCHANGE
                              COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES
                              EXCHANGE ACT OF 1934, AS
                              AMENDED.
 
 
 [**]
                                =
                                CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS
                                DOCUMENT, MARKED BY BRACKETS,
                                HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES
                                AND EXCHANGE
                                COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES
                                EXCHANGE ACT OF 1934, AS
                                AMENDED.
 
 
 [**]
                                    =
                                    CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN
                                    THIS DOCUMENT, MARKED BY BRACKETS,
                                    HAS BEEN OMITTED AND FILED SEPARATELY WITH THE
                                    SECURITIES AND EXCHANGE
                                    COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES
                                    EXCHANGE ACT OF 1934, AS
                                    AMENDED.


[**]
        =
        CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS,
        HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
        COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934,
        AS
        AMENDED.