DISTRIBUTION
AGREEMENT

      


      BETWEEN

      


      TREE
TOP INDUSTRIES, INC. AND NETTHRUSTER, INC.

      


      Dated:
February 9, 2011


      
        
           


        

        
          
          

          
            

          

        

        
           


        

      


      DISTRIBUTION
AGREEMENT

      


      TABLE
OF CONTENTS

      
        


        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      
                                                        
                                                          	INTRODUCTION	
                                                                  1

                                                                
	 
      	 
      	 
      	 
      
	ARTICLE
      1 DEFINITIONS	
                                                                  1

                                                                
	 
      	
                                                                  1.01

                                                                	
                                                                  General

                                                                	
                                                                  1

                                                                
	 
      	
                                                                  1.02

                                                                	
                                                                  Terms
      Defined Elsewhere in Agreement

                                                                	
                                                                  2

                                                                
	ARTICLE
      2 TREATMENT OF ASSETS AND LIABILITIES	
                                                                  3

                                                                
	 
      	
                                                                  2.01

                                                                	
                                                                  Allocation
      of Debt

                                                                	
                                                                  3

                                                                
	 
      	
                                                                  2.02

                                                                	
                                                                  Settlement
      of Intercompany Accounts

                                                                	
                                                                  3

                                                                
	 
      	
                                                                  2.03

                                                                	
                                                                  Limitation
      on Loans and Distributions by Subsidiary

                                                                	
                                                                  3

                                                                
	ARTICLE
      3 OFFICERS AND DIRECTORS OF SUBSIDIARY	
                                                                  3

                                                                
	 
      	
                                                                  3.01

                                                                	
                                                                  Subsidiary
      Board and Officers

                                                                	
                                                                  3

                                                                
	ARTICLE
      4 THE DISTRIBUTION	
                                                                  3

                                                                
	 
      	
                                                                  4.01

                                                                	
                                                                  Cooperation
      Before the Distribution

                                                                	
                                                                  3

                                                                
	 
      	
                                                                  4.02

                                                                	
                                                                  Distribution
      Record Date, Distribution Date and Procedures

                                                                	
                                                                  3

                                                                
	 
      	
                                                                  4.03

                                                                	
                                                                  Conditions
      Precedent to the Distribution

                                                                	
                                                                  4

                                                                
	 
      	
                                                                  4.04

                                                                	
                                                                  The
      Distribution

                                                                	
                                                                  4

                                                                
	ARTICLE
      5 SATISFACTION OF LIABILITIES	
                                                                  4

                                                                
	 
      	
                                                                  5.01

                                                                	
                                                                  Satisfaction
      of Liabilities

                                                                	
                                                                  4

                                                                
	 
      	
                                                                  5.02

                                                                	
                                                                  Assumption
      and Satisfaction of Unallocated Contingent Liabilities

                                                                	
                                                                  4

                                                                
	ARTICLE
      6 INDEMNIFICATION	
                                                                  5

                                                                
	 
      	
                                                                  6.01

                                                                	
                                                                  Indemnification
      by Subsidiary

                                                                	
                                                                  5

                                                                
	 
      	
                                                                  6.02

                                                                	
                                                                  Insurance
      Proceeds

                                                                	
                                                                  5

                                                                
	 
      	
                                                                  6.03

                                                                	
                                                                  Procedure
      for Indemnification

                                                                	
                                                                  5

                                                                
	 
      	
                                                                  6.04

                                                                	
                                                                  Remedies
      Cumulative

                                                                	
                                                                  6

                                                                
	 
      	
                                                                  6.05

                                                                	
                                                                  Survival
      of Indemnities

                                                                	
                                                                  7

                                                                
	 
      	
                                                                  6.06

                                                                	
                                                                  Coordination
      with Tax Allocation and Indemnity Provisions

                                                                	
                                                                  7

                                                                
	ARTICLE
      7 ACCESS TO INFORMATION AND SERVICES	
                                                                  7

                                                                
	 
      	
                                                                  7.01

                                                                	
                                                                  Provision
      of Corporate Records

                                                                	
                                                                  7

                                                                
	 
      	
                                                                  7.02

                                                                	
                                                                  Access
      to Information

                                                                	
                                                                  7

                                                                
	 
      	
                                                                  7.03

                                                                	
                                                                  Production
      of Witnesses

                                                                	
                                                                  7

                                                                
	 
      	
                                                                  7.04

                                                                	
                                                                  Reimbursement

                                                                	
                                                                  7

                                                                
	 
      	
                                                                  7.05

                                                                	
                                                                  Retention
      of Records

                                                                	
                                                                  8

                                                                
	 
      	
                                                                  7.06

                                                                	
                                                                  Confidentiality

                                                                	
                                                                  8

                                                                
	 
      	
                                                                  7.07

                                                                	
                                                                  Privileged
      Matters

                                                                	
                                                                  8

                                                                
	ARTICLE
      8 INSURANCE	
                                                                  9

                                                                
	 
      	
                                                                  8.01

                                                                	
                                                                  Definitions

                                                                	
                                                                  9

                                                                
	 
      	
                                                                  8.02

                                                                	
                                                                  Policies
      and Rights Included within the Subsidiary Assets

                                                                	
                                                                  10

                                                                
	 
      	
                                                                  8.03

                                                                	
                                                                  Policies
      and Rights Included within the Parent Assets

                                                                	
                                                                  10

                                                                
	 
      	
                                                                  8.04

                                                                	
                                                                  Shared
      Policy Insurance Administration, Reserves and Premiums

                                                                	
                                                                  10

                                                                
	 
      	
                                                                  8.05

                                                                	
                                                                  Insurance
      after the Distribution

                                                                	
                                                                  12

                                                                
	 
      	
                                                                  8.06

                                                                	
                                                                  Agreement
      for Waiver of Conflict and Shared Defense

                                                                	
                                                                  12

                                                                
	ARTICLE
      9 EMPLOYMENT AND EMPLOYEE BENEFIT MATTERS	
                                                                  12

                                                                
	 
      	
                                                                  9.01

                                                                	
                                                                  Definitions

                                                                	
                                                                  12

                                                                
	 
      	
                                                                  9.02

                                                                	
                                                                  Employment
      and Related Obligations

                                                                	
                                                                  14

                                                                
	 
      	
                                                                  9.03

                                                                	
                                                                  Labor
      and Employment Matters

                                                                	
                                                                  15

                                                                
	 
      	
                                                                  9.04

                                                                	
                                                                  Access
      to Information; Cooperation

                                                                	
                                                                  15

                                                                
	 
      	
                                                                  9.05

                                                                	
                                                                  Reimbursement

                                                                	
                                                                  15

                                                                
	 
      	
                                                                  9.06

                                                                	
                                                                  Preservation
      of Right To Amend or Terminate Plans

                                                                	
                                                                  15

                                                                
	 
      	
                                                                  9.07

                                                                	
                                                                  Effect
      on Employees

                                                                	
                                                                  15

                                                                


                                                        

                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

         

        
          
            
            

          

          
            i

            
              

            

          

          
            
            

          

        

         

        
          
            
              
                
                  
                    
                      
                        	ARTICLE
      10 TAX MATTERS	
                                16

                              
	 
      	
                                10.01

                              	
                                Definitions

                              	
                                16

                              
	 
      	
                                10.02

                              	
                                Preparation
      and Filing of Tax Returns

                              	
                                18

                              
	 
      	
                                10.03

                              	
                                Taxable
      Years

                              	
                                19

                              
	 
      	
                                10.04

                              	
                                Advance
      Review of Tax Returns

                              	
                                19

                              
	 
      	
                                10.05

                              	
                                Consistent
      Positions on Tax Returns

                              	
                                19

                              
	 
      	
                                10.06

                              	
                                Allocation
      of Straddle Period Taxes

                              	
                                19

                              
	 
      	
                                10.07

                              	
                                Payment
      of Taxes

                              	
                                20

                              
	 
      	
                                10.08

                              	
                                Amendments
      to Tax Returns

                              	
                                20

                              
	 
      	
                                10.09

                              	
                                Refunds
      of Taxes

                              	
                                20

                              
	 
      	
                                10.10

                              	
                                Carrybacks

                              	
                                20

                              
	 
      	
                                10.11

                              	
                                NOL,
      ITC and AMT Credit Benefit

                              	
                                21

                              
	 
      	
                                10.12

                              	
                                Intentionally
      Left Blank

                              	
                                21

                              
	 
      	
                                10.13

                              	
                                Tax
      Indemnification

                              	
                                21

                              
	 
      	
                                10.14

                              	
                                Cooperation;
      Document Retention; Confidentiality

                              	
                                21

                              
	 
      	
                                10.15

                              	
                                Contests
      and Audits

                              	
                                22

                              
	 
      	
                                10.16

                              	
                                Tax
      Elections

                              	
                                23

                              
	ARTICLE
      11 MISCELLANEOUS	
                                23

                              
	 
      	
                                11.01

                              	
                                Entire
      Agreement; No Third Party Beneficiaries

                              	
                                23

                              
	 
      	
                                11.02

                              	
                                Forbearance

                              	
                                23

                              
	 
      	
                                11.03

                              	
                                Expenses

                              	
                                23

                              
	 
      	
                                11.04

                              	
                                Governing
      Law

                              	
                                23

                              
	 
      	
                                11.05

                              	
                                Notices

                              	
                                23

                              
	 
      	
                                11.06

                              	
                                Amendments

                              	
                                23

                              
	 
      	
                                11.07

                              	
                                Assignments;
      Predecessors and Successors

                              	
                                23

                              
	 
      	
                                11.08

                              	
                                Termination
      and Effectiveness

                              	
                                24

                              
	 
      	
                                11.09

                              	
                                Specific
      Performance

                              	
                                24

                              
	 
      	
                                11.10

                              	
                                Headings;
      References; Rules of Construction

                              	
                                24

                              
	 
      	
                                11.11

                              	
                                Counterparts

                              	
                                24

                              
	 
      	
                                11.12

                              	
                                Severability;
      Enforcement

                              	
                                24

                              
	 
      	
                                11.13

                              	
                                Payment
      Method and Character; No Setoffs

                              	
                                24

                              
	 
      	
                                11.14

                              	
                                Third-Party
      Beneficiaries

                              	
                                24

                              
	 
      	
                                11.15

                              	
                                Further
      Assurances

                              	
                                24

                              


                      

                    

                  

                

              

            

          

        

      


      
        
           


        

        
          ii

          
            

          

        

        
           


        

      


      DISTRIBUTION
AGREEMENT

      


      THIS
DISTRIBUTION AGREEMENT (the “Agreement”) is made
and entered into as of the 9th day of February 2011, by and between Tree Top
Industries, Inc., a Nevada corporation (“Parent”); and
NetThruster, Inc., Nevada corporation that is a wholly-owned subsidiary of
Parent (“Subsidiary”).

      


      INTRODUCTION

      


      A.          Distribution of Subsidiary
Common Stock.  The Board of Directors of Parent has determined
that it is in the best interests of Parent and the Parent Shareholders to fully
separate the assets and liabilities of the Subsidiary from Parent through the
distribution of all of the Subsidiary Common Stock to the Parent Shareholders
(the “Distribution”). After the Distribution, Parent will not hold any shares of
Subsidiary Common Stock.

      


      B.           Purposes of
Agreement.  In connection with the Distribution, Parent and
Subsidiary have determined that it is necessary and desirable to set forth the
principal corporate transactions required to effect the Distribution, and to set
forth the agreements between Parent and Subsidiary that will govern certain
matters after the Distribution.

      


      AGREEMENT

      


      NOW,
THEREFORE, in consideration of the facts recited above, which are a part of this
Agreement, and the respective promises set forth below, the parties agree as
follows:

      


      ARTICLE
1

      DEFINITIONS

      


      1.01        General.  For
purposes of this Agreement, the following terms shall have the meanings set
forth below:

      


      “Action” shall mean
any claim, action, suit, cause of action, arbitration, inquiry, proceeding or
investigation by or before any Governmental Entity or any arbitration
tribunal.

      


      “After-Tax Basis”
means, with respect to any Liability or other loss indemnified hereunder, the
actual amount of any payment to be made with respect to such Liability or loss,
after giving effect to any Tax cost incurred by the recipient arising out of the
receipt of such payment (unless such receipt is treated as other than the
receipt of Taxable income), and reducing such payment by the value of, any and
all federal, state or other Tax Benefits (as defined in Section 10.01)
attributable to the full payment of the indemnified Liability or loss, which
value shall be determined on an assumed basis by multiplying the amount of any
applicable deduction, credit, offset or other Tax item by the applicable highest
marginal rate of income Taxation in effect for the period for which the
adjustment is made.

      


      “Agreement” has the
meaning specified in the first paragraph of this Agreement.

      


      “Code” means the
Internal Revenue Code of 1986, as amended.

      


      “Debt” shall mean all
(i) indebtedness for borrowed money and obligations evidenced by bonds, notes,
debentures or similar instruments; (ii) obligations issued or assumed as the
deferred purchase price of property or services; (iii) obligations under capital
leases; and (iv) all guarantees of the obligations of other Persons described in
the foregoing clauses (i) - (iii).

      


      “Distribution” shall
mean the distribution of Subsidiary Common Stock by Parent to the Parent
Shareholders on the Distribution Date, as such distribution is more fully
described in Section 4.04.

      


      “Distribution Date”
means a business day determined by the Parent Board pursuant to Section 4.02,
for the completion of the Distribution.



      
        
           


        

        
          -1-

          
            

          

        

        
           


        

      


      “Distribution Effective
Time” means the close of business on the Distribution Date.

      


      “Distribution Record
Date” means the date established by the Parent Board as the date for
making a record of the Parent Shareholders entitled to participate in the
Distribution, which Distribution Record Date shall, subject to Section 4.02, be
the date five (5) days immediately following the filing of this Agreement as an
exhibit to a Report on Form 8-K to be filed by the Parent with the Securities
and Exchange Commission disclosing the making of this Agreement (the “Disclosure
Date”).

      


      “Governmental Entity”
means any court, regulatory or administrative agency or commission, or other
governmental authority or instrumentality.

      


      “Liabilities” shall
mean any and all Debts, liabilities and obligations, absolute or contingent,
matured or unmatured, liquidated or unliquidated, accrued or unaccrued, known or
unknown, whenever arising, including all costs and expenses relating thereto;
and including, without limitation, those Debts, liabilities and obligations
arising under any law, rule, regulation, Action, threatened Action, order or
consent decree of any Governmental Entity or any award of any arbitrator of any
kind, and those arising under any contract, commitment or
undertaking.

      


       “Parent” has the
meaning set forth in the first paragraph of this Agreement.

      


      “Parent Board” means
Parent’s Board of Directors, as constituted at the applicable time.

      


      “Parent Books and
Records” shall mean the books and records (including computerized
records) of Parent that are required by law to be retained by Parent, including
but not limited to original corporate minute books, stock ledgers and
certificates and corporate seals, and all licenses, leases, agreements and
filings, relating to Parent (but not including the Subsidiary Books and Records;
provided, however, that Parent shall have access to, and shall have the right to
obtain duplicate copies of, the Subsidiary Books and Records in accordance with
the provisions of Article 7).

      


      “Parent Common Stock”
means the outstanding common stock, par value $.001 per share, of
Parent.

      


      “Parent Shareholders”
shall mean the holders of record of Parent Common Stock as of the close of
business on the Distribution Record Date.

      


       “Person” means any
individual, corporation, partnership, limited liability company, firm, joint
venture, association, joint-stock company, trust, estate, unincorporated
organization or Governmental Entity.

      


      “Subsidiary” has the
meaning set forth in the first paragraph of this Agreement.

      


      “Subsidiary Board”
means Subsidiary’s Board of Directors, as constituted immediately before the
Distribution Record Date.

      


      “Subsidiary Books and
Records” shall mean the books and records (including computerized
records) of Subsidiary and any other books and records of Parent that relate
principally to Subsidiary, or are required by law to be retained by Subsidiary,
including, without limitation original corporate minute books, stock ledgers and
certificates, and all licenses, leases, agreements and filings, but not
including the Parent Books and Records.

      


      “Subsidiary Common
Stock” has the meaning specified in the Introduction.

      


      “Tax,” “Taxes” and “Taxable” have the
respective meanings specified in Section 10.01.

      


      “Tax Return” and
“Tax Returns”
have the respective meanings specified in Section 10.01.

      


      “Treasury Regulations”
shall mean the United States Treasury Regulations, as amended.

      


      1.02        Terms Defined Elsewhere in
Agreement.  Other capitalized terms are defined in this
Agreement for use in specified Articles or Sections, or elsewhere in this
Agreement to the extent expressly stated herein.


      
        
           


        

        
          -2-

          
            

          

        

        
           


        

      


      ARTICLE
2

      TREATMENT
OF ASSETS AND LIABILITIES

      


      2.01        Allocation of
Debt.  Debt will be allocated as follows:

      


      (a)           Any
Debt of Parent, including without limitation any Debt secured by Parent assets,
shall be retained Debt to be satisfied by Parent.

      


      (b)           Any
Debt of Subsidiary, including without limitation any Debt secured by Subsidiary
assets, shall be retained as an obligation to be satisfied by
Subsidiary.

      


      2.02        Settlement of Intercompany
Accounts.  All accounts between Parent and Subsidiary shall be
paid in full and settled before the Distribution Record Date; provided, however,
that nothing contained in this Section 2.02 shall affect the assumption and
satisfaction of liabilities pursuant to Article 5 or the indemnification
provisions of Article 6 or Article 10.

      


      2.03        Limitation on Loans and
Distributions by Subsidiary.  On or after the Distribution
Date, Parent shall not cause Subsidiary to make, nor shall Subsidiary make, (a)
any loans to Parent or any of its subsidiaries, or (b) any distribution of cash
or property to Parent with respect to Subsidiary Common Stock, except as may be
otherwise expressly provided in this Agreement.

      


      ARTICLE
3

      OFFICERS
AND DIRECTORS OF SUBSIDIARY

      


      3.01        Subsidiary Board and
Officers.  Subsidiary and Parent shall take all actions that
may be required to appoint as officers and directors of Subsidiary those
individuals named in Schedule
A attached hereto, effective no later than the Distribution Record
Date.  Parent agrees not to remove any such directors or appoint any
additional directors of Subsidiary at any time after the Distribution Record
Date.

      


      ARTICLE
4

      THE
DISTRIBUTION

      


      4.01        Cooperation Before the
Distribution.

      


      (a)           Subsidiary
and Parent shall use all reasonable best efforts to obtain any consents or
approvals from any Governmental Entity or other third-party Person that are
necessary or desirable in connection with the transactions contemplated
hereby.

      


      (b)           Subsidiary
and Parent will use all reasonable best efforts to take, or cause to be taken,
all actions, and to do, or cause to be done, all things necessary or desirable
under applicable law, to consummate the transactions contemplated under this
Agreement including, but not limited to, actions relating to the satisfaction of
the conditions indicated in Section 4.02.

      


      4.02        Distribution Record Date,
Distribution Date and Procedures.  The Parent Board has
established the date five (5) days immediately following the Disclosure Date as
the Distribution Record Date, subject to the following:

      


      (a)           The
Parent Board shall establish appropriate procedures in connection with the
Distribution and shall establish a Distribution Date that is not later than the
twentieth (20th) business day following the satisfaction or waiver of all
conditions precedent to the Distribution, as set forth in Section
4.03.

      


      (b)           If
the Distribution Date has not occurred on or prior to the 60th day following the
Distribution Record Date (the “Outside Distribution
Date”), or the Subsidiary Board determines in its discretion that such
conditions are not reasonably likely to be satisfied before the Outside
Distribution Date, then the Parent Board shall (i) establish a date designated
by the Subsidiary Board in its discretion as a new Distribution Record Date, and
(ii) establish a Distribution Date that is not later than the twentieth (20th)
business day following the satisfaction or waiver of all conditions precedent to
the Distribution, as set forth in Section 4.03. This Section 4.02(b) shall
continue to apply successively if a Distribution Date has not occurred on or
before the applicable Outside Distribution Date (i.e., the 60th day following
the Distribution Record Date or any new Distribution Record Date, as
applicable).


      
        
           


        

        
          -3-

          
            

          

        

        
           


        

      

      


      4.03     
  Conditions
Precedent to the Distribution.  In no event shall the
Distribution occur unless the following conditions shall have been satisfied (or
waived as provided below):

      


      (a)           no
order, injunction or decree shall have been issued by any court of competent
jurisdiction to prevent consummation of the Distribution or any of the other
transactions contemplated by this Agreement or any of the Related
Agreements;

      


      (b)          all
necessary regulatory approvals and consents of Governmental Entities and other
third-party Persons shall have been received, except for any such approvals or
consents the failure of which to obtain would not have a material adverse effect
on the business, operations or condition (financial or otherwise) of either
Parent or Subsidiary; and

      


      (c)           the
Parent Board shall not have reasonably determined in good faith that the
Distribution would not be permitted under the Delaware General Corporation
Law.

      


      Parent
shall use its best efforts, and shall cooperate with Subsidiary, to take, or
cause to be taken, all actions, and to do, or cause to be done, all things
necessary, appropriate or desirable to consummate and make effective, in the
most expeditious manner practicable, the Distribution and the other transactions
contemplated hereby, including without limitation the satisfaction of the
conditions set forth in this Section 4.03.

      


      4.04        The
Distribution.  As of the Distribution Effective Time, subject
to the conditions set forth in this Agreement, Parent shall deliver to Agent (as
defined below), for the benefit of the Parent Shareholders, a share certificate
representing all of the outstanding shares of Subsidiary Common Stock owned by
Parent, which certificate shall be endorsed in blank; and Parent shall instruct
the Agent to distribute to each of the Parent Shareholders, as soon as
practicable after the Distribution Date, a certificate (each a “Subsidiary
Certificate”) representing one share of Subsidiary Common Stock for each
share of Parent Common Stock held by the Parent
Shareholder.  Subsidiary agrees to provide all Subsidiary Certificates
that the Agent shall require in order to effect the
Distribution.  “Agent” means the
Parent’s transfer agent, acting as distribution agent appointed by Parent to
distribute Subsidiary Common Stock to the Parent Shareholders pursuant to the
Distribution.

      


      ARTICLE
5

      SATISFACTION
OF LIABILITIES

      


      5.01      
 Satisfaction of
Liabilities.  From and after the Distribution Date, (a)
Subsidiary shall assume, pay, perform and discharge in due course all of the
Subsidiary Liabilities; and (b) Parent shall assume, pay, perform and discharge
in due course all of the Parent Liabilities.

      


      5.02        Assumption and Satisfaction
of Unallocated Contingent Liabilities.  From and after the
Distribution Date, to the extent that there is a Liability incurred by Parent or
Subsidiary before the Distribution Effective Time that is not recorded on the
books and records of either Parent or Subsidiary, and cannot in good faith be
allocated by the parties hereto as either a Parent Liability or a Subsidiary
Liability (all such Liabilities, “Unallocated Contingent
Liabilities”), then such Unallocated Contingent Liabilities shall be
allocated between Parent and Subsidiary on a pro rata basis in proportion to the
estimated fair market value of each party’s assets as of the Distribution
Effective Time; and shall be partially assumed, paid, performed and discharged
by each such party based upon such allocation; provided, however, that
Subsidiary’s share of any such Unallocated Contingent Liabilities shall be
limited to the extent required under Section 6.01.


      
        
           


        

        
          -4-

          
            

          

        

        
           


        

      


      ARTICLE
6

      INDEMNIFICATION

      


      6.01       
Indemnification by
Subsidiary.  Subsidiary shall indemnify, defend and hold
harmless (on an After-Tax Basis) Parent, and each of the past or present
directors, officers, employees and agents, and each of the heirs, executors,
successors and assigns of any of the foregoing (the “Parent Indemnitees”),
from and against any and all Actions, threatened Actions, costs, damages,
Liabilities and expenses, including but not limited to reasonable attorneys’
fees, the reasonable fees of other professionals and experts, and court or
arbitration costs (“Indemnifiable Losses”
and, individually, an “Indemnifiable Loss”)
that are suffered or incurred by any of the Parent Indemnitees and that relate
to or arise from all or any of the following:

      


      (a)           any
failure or alleged failure of Subsidiary to (i) pay, perform or otherwise
discharge in due course any of the Subsidiary Liabilities; or (ii) comply with
the provisions of Section 2.02; or

      


      (b)          the
operation or ownership of the Subsidiary assets after the Distribution
Date.

      


      6.02        Insurance
Proceeds.  The amount which any party (an “Indemnifying Party”)
is or may be required to pay to any other Person (an “Indemnified Person”)
pursuant to Section 6.01 shall be reduced (including, without limitation,
retroactively) by any Insurance Proceeds or other amounts actually recovered by
or on behalf of such Indemnified Person in reduction of the related
Indemnifiable Loss.  If an Indemnified Person has received a payment
required by this Agreement from an Indemnifying Party in respect of an
Indemnifiable Loss and later actually receives Insurance Proceeds, or other
amounts in respect of such Indemnifiable Loss as specified above, then such
Indemnified Person shall pay to such Indemnifying Party a sum equal to the
amount of such Insurance Proceeds or other amounts actually
received.

      


      6.03    
   Procedure for
Indemnification.

      


      (a)           Notice of Third-Party
Claim.  If an Indemnified Person shall receive written notice
of the assertion by a Person (including, without limitation, any Governmental
Entity) who is not a party to this Agreement or to any of the Related Agreements
of any claim or of the commencement by any such Person of any Action with
respect to which an Indemnifying Party may be obligated to provide
indemnification pursuant to this Agreement (a “Third-Party Claim”),
such Indemnified Person shall give the Indemnifying Party written notice thereof
promptly after becoming aware of such Third-Party Claim; provided, however, that
the failure of any Indemnified Person to give notice as required by this Section
6.03 shall not relieve the Indemnifying Party of its obligations under this
Article 6, except to the extent that such Indemnifying Party is materially
prejudiced by such failure to give notice.  Such notice shall describe
the Third-Party Claim in reasonable detail, and shall indicate the amount
(estimated if necessary) of the Indemnifiable Loss that has been claimed against
or may be sustained by such Indemnified Person.

      


      (b)           Notice of Election to Defend
Third-Party Claim.  Within 15 days after the receipt of notice
from an Indemnified Person in accordance with Section 6.03(a) (or sooner, if the
nature of such Third-Party Claim so requires), the Indemnifying Party shall
notify the Indemnified Person of its election whether to assume responsibility
for such Third-Party Claim (provided that, if the Indemnifying Party does not so
notify the Indemnified Person of its election within 15 days after receipt of
such notice from the Indemnified Person, the Indemnifying Party shall be deemed
to have elected not to assume responsibility for such Third-Party
Claim).  An election not to assume responsibility for such Third-Party
Claim may only be made in the event of a good faith dispute that a Third-Party
Claim is not covered as an Indemnifiable Loss under the grounds specified in
Section 6.01.  Subject to Section 6.03(e) , an Indemnifying Party may
elect to defend or to seek to settle or compromise, at such Indemnifying Party’s
own expense and by counsel reasonably satisfactory to the Indemnified Person,
any Third-Party Claim; provided, however, that (i) the Indemnifying Party must
confirm in writing that it agrees that the Indemnified Person is entitled to
indemnification hereunder in respect of such Third-Party Claim; and (ii) no
compromise or settlement shall be made without the prior written consent of the
Indemnified Person, which consent shall not be reasonably
withheld.



      
        
           


        

        
          -5-

          
            

          

        

        
           


        

      


      (c)           Cooperation with
Indemnifying Party; Defense Costs.  In the event that the
Indemnifying Party elects to assume responsibility for the Third-Party Claim,
pursuant to Section 6.03(b) above, (i) the Indemnified Person shall cooperate in
good faith in the defense or settlement or compromise of such Third-Party Claim,
including making available to the Indemnifying Party any personnel and any
books, records or other documents within the Indemnified Person’s control or
which it otherwise has the ability to make available that are necessary or
appropriate for the defense of the Third-Party Claim; (ii) the Indemnifying
Party shall keep the Indemnified Person reasonably informed regarding the
strategy, status and progress of the defense of the Third-Party claim; and (iii)
the Indemnifying Party shall consider, in good faith, the opinions and
suggestions of the Indemnified Person with respect to the Third-Party
Claim.  After notice from an Indemnifying Party to an Indemnified
Person of its election to assume responsibility for a Third-Party Claim, such
Indemnifying Party shall not be liable to such Indemnified Person under this
Article 6 for any legal or other costs or expenses (except costs or expenses
approved in advance by the Indemnifying Party) subsequently incurred by such
Indemnified Person in connection with the defense thereof; provided, however,
that if the defendants in any such claim include both the Indemnifying Party and
one or more Indemnified Persons, and in such Indemnified Persons’ reasonable
judgment a conflict of interest between such Indemnified Persons and such
Indemnifying Party exists in respect of such claim, such Indemnified Persons
shall have the right to employ separate counsel and in that event the reasonable
fees and expenses of such separate counsel (but not more than one separate
counsel reasonably satisfactory to the Indemnifying Party) shall be paid by such
Indemnifying Party.

      


      (d)           Procedure if No Defense
Election is Made.  If an Indemnifying Party elects not to
assume responsibility for a Third-Party Claim, the Indemnified Person may defend
or (subject to the following sentence) seek to compromise or settle such
Third-Party Claim.  Notwithstanding the foregoing, an Indemnified
Person may not settle or compromise any claim without prior written notice to
the Indemnifying Party, which shall have the option within ten days following
the receipt of such notice (i) to disapprove the settlement, and to then assume
all past and future responsibility for the claim, including immediately
reimbursing the Indemnified Person for prior expenditures in connection with the
claim; (ii) to disapprove the settlement and continue to refrain from
participation in the defense of the claim, in which event the Indemnified Person
may, in its sole discretion, proceed with the settlement and the Indemnifying
Party shall have no further right to contest the amount or reasonableness of the
settlement; (iii) to approve and pay the amount of the settlement, reserving the
Indemnifying Party’s right to contest the Indemnified Person’s right to
indemnity; or (iv) to approve and pay the settlement.  In the event
the Indemnifying Party makes no response to such written notice, the
Indemnifying Party shall be deemed to have elected option (ii).  When
the Indemnifying Party chooses or is deemed to have chosen option (ii) or (iii),
the issue of whether the Indemnified Person has a right to indemnity under this
Article 6 shall be resolved by arbitration pursuant to the provisions of this
Agreement.  If the Indemnifying Party does not prevail in such
arbitration, the Indemnifying Party shall promptly reimburse the Indemnified
Person for all Indemnifiable Losses, plus interest on such amounts at the lower
of (i) 10% or (ii) the highest legal interest rate, accruing from the date of
payment by the Indemnified Person.

      


      (e)           Procedure if Defense
Election is Not Effective.  Notwithstanding the foregoing, if
an Indemnified Person reasonably and in good faith determines that (i) the
Indemnifying Party is not financially capable to defend a Third-Party Claim and
to provide full indemnification with respect to any settlement thereof, or (ii)
the Indemnifying Party or such Indemnifying Party’s attorney is not adequately
representing the Indemnified Person’s interests with respect to such Third-Party
Claim, the Indemnified Person may, by notice to the Indemnifying Party, assume
the exclusive right to defend, compromise or settle such Third-Party Claim and
the Indemnifying Party shall remain responsible for, and be bound by the
resolution of, such Third-Party Claim.

      


      (f)           Repayment of Excess
Indemnification.  In addition to any adjustments required
pursuant to Section 6.02, if the amount of any Indemnifiable Loss shall, at any
time subsequent to the payment required by this Agreement, be reduced by
recovery, settlement or otherwise, the amount of such reduction, less any
expenses incurred in connection therewith, shall promptly be repaid by the
Indemnified Person to the Indemnifying Party.

      


      (g)           Subrogation
Rights.  In the event of payment by an Indemnifying Party to
any Indemnified Person in connection with any Third-Party Claim, such
Indemnifying Party shall be subrogated to and shall stand in the place of such
Indemnified Person as to any events or circumstances in respect of which such
Indemnified Person may have any right or claim relating to such Third-Party
Claim against any claimant or plaintiff asserting such Third-Party Claim or
against any other party that may be liable.  Such Indemnified Person
shall cooperate with such Indemnifying Party in good faith and in a reasonable
manner, and at the cost and expense of such Indemnifying Party, in prosecuting
any subrogated right or claim.

      


      6.04        Remedies
Cumulative.  Without limiting the generality of the foregoing,
nothing contained in this Agreement shall limit the rights of any Indemnified
Person to seek or obtain injunctive relief or any other equitable remedy to
which such Indemnified Person is otherwise entitled.



      
        
           


        

        
          -6-

          
            

          

        

        
           


        

      


      6.05        Survival of
Indemnities.  The obligations of the Subsidiary under this
Article 6 shall survive the sale or other transfer by it of any assets or
business or the assignment by it of any Liabilities, with respect to any
Indemnifiable Loss of the other related to such assets, business or
Liabilities.

      


      6.06        Coordination with Tax
Allocation and Indemnity Provisions.  This Article 6 shall not
govern any Tax matter, and any and all Actions, losses, damages, costs,
expenses, Liabilities, refunds, deductions, write-offs, or benefits relating to
Taxes shall be exclusively governed by Article 10.

      


      ARTICLE
7

      ACCESS TO
INFORMATION AND SERVICES

      


      7.01        Provision of Corporate
Records.

      


      (a)           Subsidiary Books and
Records.  Parent shall deliver, on or as soon as practicable
after the Distribution Date, to the extent not previously delivered in
connection with the transactions contemplated in Article 2, to Subsidiary (at
Parent’s cost) all of the Subsidiary Books and Records in Parent’s possession,
except to the extent such items are already in the possession of
Subsidiary.  The Subsidiary Books and Records shall be the property of
Subsidiary, but the Subsidiary Books and Records that reasonably relate to
Parent shall be available to Parent for review and duplication until Parent
shall notify Subsidiary in writing that such records are no longer of use to
Parent.

      


      (b)           Parent Books and
Records.  Subsidiary shall deliver, on or as soon as
practicable after the Distribution Date, to the extent not previously delivered
in connection with the transactions contemplated in Article 2, to Parent (at
Parent’s cost) all of the Parent Books and Records in Subsidiary’s possession,
except to the extent such items are already in the possession of
Parent.  The Parent Books and Records shall be the property of Parent,
but the Parent Books and Records that reasonably relate to Subsidiary shall be
available to Subsidiary for review and duplication until Subsidiary shall notify
Parent in writing that such records are no longer of use to
Subsidiary.

      


      7.02       
Access to
Information.  From and after the Distribution Date, Parent
shall afford to Subsidiary and its authorized accountants, counsel and other
designated representatives reasonable access (including using reasonable efforts
to give access to individuals and other Persons possessing information) and
duplicating rights during normal business hours, with respect to all records,
books, contracts, instruments, computer data and other data and information
relating to pre-Distribution operations (collectively, “Information”) within
Parent’s possession or control, insofar as such access is reasonably required by
Subsidiary for the conduct of its business, subject to appropriate restrictions
for classified or Privileged Information.  Similarly, Subsidiary shall
afford to Parent and its authorized accountants, counsel and other designated
representatives reasonable access (including using reasonable efforts to give
access to individuals and other Persons possessing information) and duplicating
rights during normal business hours, with respect to Information within
Subsidiary’s possession or control, insofar as such access is reasonably
required by Parent for the conduct of its business, subject to appropriate
restrictions for classified or Privileged Information.  Information
may be requested under this Article 7 for the legitimate business purposes of
either party, including without limitation, audit, accounting, claims (including
claims for indemnification hereunder), litigation and Tax purposes, as well as
for purposes of fulfilling disclosure and reporting obligations and for
performing this Agreement.

      


      7.03     
  Production
of Witnesses.  At all times from and after the Distribution
Date, each of Subsidiary and Parent shall use reasonable efforts to make
available to the other, upon written request, its and its subsidiaries’ present
and past officers, directors, employees and agents as witnesses to the extent
that such Persons may reasonably be required in connection with any
Action.

      


      7.04   
    Reimbursement.  A
party providing Information or witnesses to the other party under this Article 7
shall be entitled to receive from the recipient, upon the presentation of
invoices therefor, payments of such amounts, relating to supplies, disbursements
and other out-of-pocket expenses (at cost) of employees who are witnesses or
otherwise furnish assistance (at cost), as may be reasonably incurred in
providing such Information or witnesses.  Notwithstanding the
foregoing, the parties acknowledge that a party providing Information or
witnesses shall not be entitled to receive reimbursement of salary or other
compensation expenses relating to any employees providing such Information or
acting as such witnesses.

       

      
        
          
          

        

        
          -7-

          
            

          

        

        
          
          

        

      

    

    


    7.05        Retention of
Records.  Except as otherwise required by applicable law (or
otherwise agreed in writing), each of Subsidiary and Parent may destroy or
otherwise dispose of any of the Information that is material Information and is
not contained in other Information retained by the other, only after the later
to occur of (a) all applicable statutes of limitations (including any waivers or
extensions thereof) with respect to Tax Returns which Parent or Subsidiary, as
the case may be, may be obligated to file on behalf of any member of the
Subsidiary Group or any member of the Pre-Distribution Group or the
Post-Distribution Parent Group (each as defined in Section 10.01), as the case
may be; and (b) any retention period required by applicable law or pursuant to
any record retention agreement, provided, however, that before such destruction
or disposal, (x) it shall provide no less than 90 or more than 120 days advance
written notice to the other, specifying in reasonable detail the Information
proposed to be destroyed or disposed of and (y) if a recipient of such notice
shall request in writing before the scheduled date for such destruction or
disposal that any of the Information proposed to be destroyed or disposed of be
delivered to such requesting party, the party proposing the destruction or
disposal shall promptly arrange for the delivery of such of the Information as
was requested at the expense of the party requesting such
Information.

    


    7.06        Confidentiality.  Each
of Parent and its subsidiaries on the one hand, and Subsidiary and its
subsidiaries on the other hand, shall hold, and shall cause its consultants and
advisors to hold, in strict confidence, all Information concerning the other in
its possession or furnished by the other or the other’s representatives pursuant
to this Agreement (except to the extent that such Information has been (i) in
the public domain through no fault of such party; or (ii) later lawfully
acquired from other sources by such party), and each party shall not release or
disclose such Information to any other Person, except its auditors, attorneys,
financial advisors, rating agencies, bankers and other consultants and advisors,
unless compelled to disclose by judicial or administrative process or, as
reasonably advised by its counsel, by other requirements of law, or unless such
Information is reasonably required to be disclosed in connection with (x) any
litigation with any third-parties or litigation between Parent and Subsidiary,
(y) any contractual agreement to which members of Parent or Subsidiary are
currently parties, or (z) in exercise of either party’s rights
hereunder.

    


    7.07        Privileged
Matters.  Subsidiary and Parent recognize that certain legal
and other professional services, that have been and will be provided before the
Distribution Effective Time, have been and will be rendered for the benefit of
both Parent and Subsidiary; and that both Parent and the Subsidiary should be
deemed to be the client for the purposes of asserting all Privileges with
respect to such services.  To allocate the interests of each party in
the Privileged Information, the parties agree as follows:

    


    
      	
               
      

            	
              (a)

            	
              Definitions.

            


    

    


    “Privileged
Information” means all information as to which Parent or Subsidiary is
entitled to assert the protection of a Privilege.

    


    “Privileges” shall
mean all privileges that may be asserted under applicable law including, without
limitation, privileges arising under or relating to the attorney-client
relationship (including but not limited to the attorney-client and work product
privileges), the accountant-client privilege, and privileges relating to
internal evaluative processes.

    


    (b)           Parent
shall be entitled, in perpetuity, to control the assertion or waiver of all
Privileges in connection with Privileged Information that relates solely to
Parent, whether or not the Privileged Information is in the possession of or
under the control of Parent or Subsidiary.  Parent shall also be
entitled, in perpetuity, to control the assertion or waiver of all Privileges in
connection with Privileged Information that relates solely to the subject matter
of any claims constituting Parent Liabilities, now pending or which may be
asserted in the future, in any Actions initiated against or by Parent, whether
or not the Privileged Information is in the possession of or under the control
of Parent or Subsidiary.


    
      
         


      

      
        -8-

        
          

        

      

      
         


      

    

    


    (c)           Subsidiary
shall be entitled, in perpetuity, to control the assertion or waiver of all
Privileges in connection with Privileged Information that relates solely to the
Subsidiary, whether or not the Privileged Information is in the possession of or
under the control of Parent or Subsidiary.  Subsidiary shall also be
entitled, in perpetuity, to control the assertion or waiver of all Privileges in
connection with Privileged Information which relates solely to the subject
matter of any claims constituting Subsidiary Liabilities, now pending or which
may be asserted in the future, in any Actions initiated against or by
Subsidiary, whether or not the Privileged Information is in the possession of or
under the control of Parent or Subsidiary.

    


    (d)           Subsidiary
and Parent agree that they shall have a shared Privilege, with equal right to
assert or waive, subject to the restrictions in this Section 7.07, with respect
to all Privileges not allocated pursuant to the terms of Sections 7.07(a) and
(b).  All Privileges relating to any Actions or other matters which
involve both Subsidiary and Parent, or in respect of which both Subsidiary and
Parent retain any responsibility or liability under this Agreement, shall be
subject to a shared Privilege.

    


    (e)           No
party may waive any Privilege that could be asserted under any applicable law,
and in which the other party has a shared Privilege, without the consent of the
other party, except to the extent reasonably required in connection with any
litigation with third-parties or as provided in subsection (e)
below.  Any such consent shall be in writing, or shall be deemed to be
granted unless written objection is made within twenty (20) days after written
notice upon the other party requesting such consent.

    


    (f)           In
the event of any litigation or dispute between Parent and Subsidiary, either
party may waive a Privilege in which the other party has a shared Privilege,
without obtaining the consent of the other party, provided that such waiver of a
shared Privilege shall be effective only as to the use of Information with
respect to the litigation or dispute between Parent and Subsidiary, and shall
not operate as a waiver of the shared Privilege with respect to
third-parties.

    


    (g)           If
a dispute arises between the parties regarding whether a Privilege should be
waived to protect or advance the interest of either party, each party agrees
that it shall negotiate in good faith, shall endeavor to minimize any prejudice
to the rights of the other party, and shall not unreasonably withhold consent to
any request for waiver by the other party.  Each party specifically
agrees that it will not withhold consent to waiver for any purpose except to
protect its own legitimate interests.

    


    (h)           Upon
receipt by any party of any subpoena, discovery or other request which arguably
calls for the production or disclosure of Information subject to a shared
Privilege or as to which the other party has the sole right hereunder to assert
a Privilege, or if any party obtains knowledge that any of its current or former
directors, officers, agents or employees has received any subpoena, discovery or
other request that arguably calls for the production or disclosure of such
Privileged Information, such party shall promptly notify the other party of the
existence of the request and shall provide the other party a reasonable
opportunity to review the Information and to assert any rights it may have under
this Section 7.07 or otherwise to prevent the production or disclosure of such
Privileged Information.

    


    (i)           The
transfer of the Subsidiary Books and Records and the Parent Books and Records
and other Information between Parent and its subsidiaries and Subsidiary and its
subsidiaries is made in reliance on the agreement of Subsidiary and Parent, as
set forth in Sections 7.06 and 7.07, to maintain the confidentiality of
Privileged Information and to assert and maintain all applicable
Privileges.  The access to Information being granted pursuant to
Sections 7.01 and 7.02, the agreement to provide witnesses and individuals
pursuant to Section 7.03, and the transfer of Privileged Information between
Parent and its subsidiaries and Subsidiary and its subsidiaries pursuant to this
Agreement shall not be deemed a waiver of any Privilege that has been or may be
asserted under this Agreement or otherwise.

    


    ARTICLE
8

    INSURANCE

    


    8.01         Definitions.  For
purposes of this Article 8, the following terms shall have the meanings set
forth below:

    


    “Insurance
Administration” means, with respect to each Policy, this term shall
include, but not be limited to, the accounting for premiums, retrospectively
rated premiums, defense costs, adjuster’s fees, indemnity payments, deductibles
and retentions as appropriate under the terms and conditions of each of the
Policies; and the reporting to primary and excess insurance carriers of any
losses, claims and/or audit exposure in accordance with Policy provisions, and
the distribution of Insurance Proceeds as contemplated by this
Agreement.


    
      
         


      

      
        -9-

        
          

        

      

      
         


      

    

    


    “Insured Claims” shall
mean the property losses or Liabilities that, individually or in the aggregate,
are covered within the terms and conditions of any of the Policies, whether or
not subject to deductibles, co-insurance, uncollectibility or retrospectively
rated premium adjustments, but only to the extent that such property losses or
Liabilities are within applicable Policy limits, including
aggregates.

    


    “Insurance Proceeds”
shall mean those moneys (i) received by an insured from an insurance carrier; or
(ii) paid by an insurance carrier on behalf of the insured, in either case net
of any applicable premium adjustment, retrospectively rated premium, deductible,
retention, cost or reserve paid or held by or for the benefit of such
insured.

    


    “Pre-Distribution
Policies” shall mean insurance policies and insurance contracts of any
kind relating to the Subsidiary Individuals for any period before the
Distribution Effective Time, including without limitation (a) comprehensive
general, automobile, aircraft, employment, workers’ compensation, directors’ and
officers’ and umbrella liability policies; (b) property and crime insurance
policies; and (d) primary and excess policies included in clause (a) or (b), in
each case together with the rights and benefits thereunder.

    


    “Shared Policies”
shall mean all Pre-Distribution Policies, current or past, that are owned or
maintained by or on behalf of Parent and/or any of its subsidiaries or their
respective predecessors; and insure Parent or Subsidiary or any combination
thereof.

    


    8.02        Policies and Rights Included
within the Subsidiary Assets.  Without limiting the generality
of the definition of the Subsidiary assets or the effect of Section 2.01, the
Subsidiary assets shall include any and all rights of Subsidiary as an insured
party under each of the Shared Policies, specifically including rights of
indemnity and the right to be defended by or at the expense of the insurer,
where applicable, with respect to all Insured Claims and other injuries, losses,
Liabilities, damages and expenses incurred or claimed to have been incurred at
or before the Distribution Effective Time by any Person, and which Insured
Claims or other injuries, losses, Liabilities, damages and expenses may arise
out of insured or insurable occurrences or events under one or more of the
Shared Policies.

    


    8.03        Policies and Rights Included
within the Parent Assets.  Without limiting the generality of
the definition of the Parent assets or the effect of Section 2.01, the Parent
assets shall include any and all rights of Parent as an insured party under each
of the Shared Policies, specifically including rights of indemnity and the right
to be defended by or at the expense of the insurer, where applicable, with
respect to all Insured Claims and other injuries, losses, Liabilities, damages
and expenses incurred or claimed to have been incurred at or before the
Distribution Effective Time by any Person, and which injuries, losses,
Liabilities, damages and expenses may arise out of insured or insurable
occurrences or events under one or more of the Shared Policies.

    


    8.04        Shared Policy Insurance
Administration, Reserves and Premiums.

    


    (a)        General.  Notwithstanding
the provisions of Article 6, from and after the Distribution Date:

    


    (i)           Subsidiary
shall be responsible for the Insurance Administration of the Shared Policies
(other than any Shared Policies providing insurance against employment, workers’
compensation or directors’ and officers’ liability); provided, however, that (A)
Subsidiary shall not take any action to remove Parent as an insured or
additional insured under the Shared Policies administered by Subsidiary, until
such time as any renewal or replacement Shared Policy no longer provides
coverage for any period before the Distribution Effective Time; and (B) the
administration of such Shared Policies by Subsidiary is in no way intended to
limit, inhibit or preclude any right to insurance coverage for any Insured Claim
of a named insured under the Shared Policies including, but not limited to,
Parent;


    
      
         


      

      
        -10-

        
          

        

      

      
         


      

    

    


    (ii)          Parent
shall be responsible for the Insurance Administration of the Shared Policies
providing insurance against employment, workers’ compensation and directors’ and
officers’ liability; provided, however, that (A) Parent shall not take any
action to remove Subsidiary as an insured or additional insured under the Shared
Policies administered by Parent, until such time as any renewal or replacement
Shared Policy no longer provides coverage for any period before the Distribution
Effective Time; and (B) the administration of such Shared Policies by Parent is
in no way intended to limit, inhibit or preclude any right to insurance coverage
for any Insured Claim of a named insured under such Shared Policies including,
but not limited to, Subsidiary;

    


    (iii)         Subsidiary
shall be entitled to the benefit of reserves held by any insurance carrier, with
respect to the Subsidiary Liabilities; and

    


    (iv)        Parent
shall be entitled to the benefit of reserves held by any insurance carrier, with
respect to the Parent Liabilities.

    


    
      	
               
      

            	
              (b)

            	
              Shared Policy
      Insurance Premiums.

            


    

    


    (i)           Subsidiary
shall pay the premiums with respect to the Shared Policies for which Subsidiary
is responsible for Insurance Administration under the preceding subsection
(a).  To the extent that Subsidiary pays premiums for Parent
Liabilities (retrospectively-rated or otherwise), with respect to Shared
Policies as required under the terms and conditions of the respective Policies,
Parent shall upon the written request of Subsidiary forthwith reimburse
Subsidiary for that portion of such premiums paid by Subsidiary as is
attributable to Parent Liabilities.

    


    (ii)          Parent
shall pay the premiums with respect to the Shared Policies for which Parent is
responsible for Insurance Administration under the preceding subsection (a). To
the extent that Parent pays premiums for Subsidiary Liabilities
(retrospectively-rated or otherwise), with respect to Shared Policies as
required under the terms and conditions of the respective Policies, Subsidiary
shall upon the written request of Parent forthwith reimburse Parent for that
portion of such premiums paid by Parent as are attributable to Subsidiary
Liabilities.

    


    (c)        Allocation of Insurance
Proceeds.  Insurance Proceeds received with respect to claims,
costs and expenses under the Policies shall be paid to Subsidiary with respect
to the Subsidiary Liabilities, and to Parent with respect to the Parent
Liabilities.  Payment of the allocable portions of indemnity costs of
Insurance Proceeds resulting from the Liability policies will be made to the
appropriate party upon receipt from the insurance carrier.  In the
event that the aggregate limits on any Policies are exceeded, the parties agree
to provide an equitable allocation of Insurance Proceeds received after the
Distribution Date based upon their respective bona fide claims taking into
account their relative contributions towards premiums and the Insurance Proceeds
used by each party to satisfy Insured Claims.  The parties agree to
use their reasonable best efforts to cooperate in good faith with respect to
insurance matters.

    


    
      (c)
Shared Policy Insurance
Charges.

    

    


    (i)           Subject
to the last paragraph of Section 6.01, Subsidiary assumes responsibility for and
shall pay to the appropriate insurance carriers or otherwise any premiums,
retrospectively rated premiums, defense costs, indemnity payments, deductibles,
retentions or other charges as appropriate (collectively “Insurance Charges”),
whenever arising, that become due and payable upon the terms and conditions of
any applicable Policy in respect of any Insured Claims against Subsidiary for
charges that relate to the period before the Distribution Effective
Time.  If Subsidiary fails to pay any such Insurance Charges when due
and payable, whether at the request of the Person entitled to payment or upon
demand by Parent, Parent may (but shall not be required to) pay such Insurance
Charges for and on behalf of Subsidiary and thereafter Subsidiary shall upon the
written request of Parent forthwith reimburse Parent for such
payment.

    


    (ii)          Subject
to the last paragraph of Section 6.01, Parent assumes responsibility for and
shall pay to the appropriate insurance carriers or otherwise any Insurance
Charges, whenever arising, that become due and payable upon the terms and
conditions of any applicable Policy in respect of any Insured Claims against
Parent for charges that relate to the period before the Distribution Effective
Time.  If Parent fails to pay any Insurance Charges when due and
payable, whether at the request of the Person entitled to payment or upon demand
by Subsidiary, then Subsidiary may (but shall not be required to) pay such
Insurance Charges for and on behalf of Parent and thereafter Parent shall upon
the written request of Subsidiary forthwith reimburse Subsidiary for such
payment.


    
      
         


      

      
        -11-

        
          

        

      

      
         


      

    

    


    8.05        Insurance after the
Distribution.

    


    (a)        After
the Distribution Effective Time, Parent (for itself and its subsidiaries) shall
be responsible for obtaining or renewing and paying for its own insurance
coverage relating to the Parent Assets and the Parent Liabilities, with respect
to all Insured Claims and other injuries, losses, Liabilities, damages and
expenses incurred or claimed to have been incurred (i) after the Distribution
Effective Time by any Person or (ii) in connection with the ownership or
operation of the Parent assets or the Parent Liabilities after the Distribution
Effective Time.

    


    (b)        After
the Distribution Effective Time, Subsidiary (for itself and its subsidiaries)
shall be responsible for obtaining or renewing and paying for its own insurance
coverage relating to the Subsidiary Assets and the Subsidiary Liabilities, with
respect to all Insured Claims and other injuries, losses, Liabilities, damages
and expenses incurred or claimed to have been incurred (i) after the
Distribution Effective Time by any Person or (ii) in connection with the
ownership or operation of the Subsidiary assets or the Subsidiary Liabilities
after the Distribution Effective Time.

    


    8.06        Agreement for Waiver of
Conflict and Shared Defense.  In the event that Insured Claims
of both Subsidiary and Parent exist and relate to the same occurrence,
Subsidiary and Parent agree to jointly defend and to waive any conflict of
interest necessary to the conduct of that joint defense.  Nothing in
this paragraph shall be construed to limit or otherwise alter in any way the
indemnity obligations of the parties to this Agreement, including those created
by this Agreement, by operation of law or otherwise.

    


    ARTICLE
9

    EMPLOYMENT
AND EMPLOYEE BENEFIT MATTERS

    


    9.01        Definitions.  For
purposes of this Article 9, the following terms shall have the meanings set
forth below:

    


    “Affiliate” means,
with respect to any Employer (the “first Employer”), each other Person that
directly or indirectly, through one or more intermediaries, controls, is
controlled by, or is under common control with, the first
Employer.  For purposes of this definition, “control” means the
possession, directly or indirectly, of fifty per cent (50%) or more of the
voting power or value of all outstanding voting interests.

    


    “COBRA” means the
federal statutes designated as Code Section 4980B and ERISA Sections 601 through
608, as amended; and any applicable state law that also establishes Employer
requirements for continuation of health care, life insurance or other Welfare
Plan benefits for the benefit of certain current and former Employees or
dependents thereof and any successor legislation to any of such
laws.

    


    “Employee” means, with
respect to any Employer, an individual who is considered, according to the
payroll and other records of such Employer, to be employed by such Employer,
regardless of whether such individual is, at the relevant time, actively at work
or on leave of absence (including vacation, holiday, sick leave, family and
medical leave, disability leave, military leave, jury duty, layoff with rights
of recall, and any other leave of absence or similar interruption of active
employment that is not considered, according to the policies or practices of
such Employer, to have resulted in a permanent termination of such individual’s
employment), but excluding any individual who is, as of the relevant time, on
long-term disability leave.  An Employee includes, without limitation,
any individual who is in one of the following categories: a Parent Terminee, a
Transferred Employee, a Parent Employee or a Subsidiary Employee.

    


    “Employer” means any
of the following, as the context so indicates: Parent or
Subsidiary.

    


    “ERISA” means the
Employee Retirement Income Security Act of 1974, as amended.


    
      
         


      

      
        -12-

        
          

        

      

      
         


      

    

    


    “HMO” means any health
maintenance organization organized under 42 U.S.C. Section 300e-9, or a state
health maintenance organization statute that provides medical services for
Parent Individuals or Subsidiary Individuals under any Medical/Dental
Plan.

    


    “Medical/Dental Plan”
means a Welfare Plan providing health care benefits to Employees, former
Employees and their dependents and beneficiaries; and also includes a
“cafeteria” Plan intended to qualify under Code Section 125.

    


    “Parent Employee”
means any individual who is or becomes an employee of Parent or any of its
subsidiaries (but excluding the Subsidiary).

    


    “Parent Individual”
means any individual who (i) is a Parent Employee, (ii) is a Parent Service
Provider who is hired or continues to serve in that capacity after the
Distribution Date or (iii) is a dependent or beneficiary of any such individual
described in clause (i) or (ii).

    


    “Parent Medical/Dental
Plan” means any Medical/Dental Plan, if any, maintained for or providing
benefits to Parent Individuals after the Distribution Date.

    


    “Parent and Subsidiary
Medical/Dental Plan” means the Medical/Dental Plan, if any, previously
maintained by Parent, which has been terminated and no longer provides coverage
for any Person.

    


    “Parent Qualified
Beneficiary” means any Parent Individual (or dependent thereof) who, on
or after the Distribution Date, is a Qualified Beneficiary under the Parent
Medical/Dental Plan.

    


    “Parent Service
Provider” means any individual, such as a member of the Parent Board or a
consultant, who provides services to Parent and participates in any Plan
maintained for or providing benefits for Employees of Parent, but is not and has
not been a Parent Employee.

    


    “Parent Terminee”
means any individual who was formerly an Employee of Parent and terminated such
employment on or before the Distribution Date.

    


    “Plan” means any
Retirement Plan, Medical/Dental Plan, Welfare Plan or other plan, policy,
arrangement, contract or agreement providing compensatory benefits (other than
cash or property) for any group of Employees or individual Employees (including
former Employees), or the dependents or beneficiaries of any such Employee,
whether formal or informal or written or unwritten, and including, without
limitation, any means, whether or not legally required, pursuant to which any
benefit is provided by an Employer to any such Employee, former Employee or the
beneficiaries of any such Employee, existing at the Distribution Effective Time
or prior thereto.

    


    “Qualified
Beneficiary” means any individual (or dependent thereof) who either (i)
experiences a “qualifying event” (as that term is defined in Code Section
4980B(f)(3) and ERISA Section 603) while a participant in any Medical/Dental
Plan, or (ii) otherwise becomes a “qualified beneficiary,” as that term is
defined in Code Section 4980B(g)(1) and ERISA 607(3), under any Medical/Dental
Plan.

    


    “Retirement Plan”
means any Plan that is sponsored by an Employer, provides deferred compensation
for Employees and is described in ERISA as a “pension plan,” including but not
limited to any plan and trust intended to be qualified under Code Section 401(a)
and/or 401(k).

    


    “Service Credit” means
the period of time taken into account under any Plan for purposes of determining
length of service or plan participation to satisfy eligibility, vesting, benefit
accrual or similar requirements under such Plan.

    


    “Subsidiary Employee”
means any individual who becomes an Employee of Subsidiary or any of its
subsidiaries after the Distribution Date.


    
      
         


      

      
        -13-

        
          

        

      

      
         


      

    

    


    “Subsidiary
Individual” means any individual who (i) is a Subsidiary Employee; (ii)
is a Subsidiary Service Provider; (iii) is, on or at any time before the
Distribution Date, a Parent Terminee; or (iv) is a dependent or beneficiary of
any individual described in clause (i), (ii) or (iii).

    


    “Subsidiary Service
Provider” means any individual, such as a member of the Subsidiary Board
or a consultant, who provides services to Subsidiary and participates in any
Plan maintained for or providing benefits for Employees of Subsidiary, but is
not and has not been an Employee of Subsidiary.

    


    “Transferred Employee”
means any individual who was an Employee of Parent on the day before the
Distribution Date and who becomes an Employee of Subsidiary as of the Distribution
Date.

    


    “Welfare Plan” means
any Plan that is sponsored by an Employer and provides medical, health,
disability, accident, life insurance, death, dental or any other welfare benefit
described as such in ERISA, including, without limitation, any post-employment
benefit, but excluding vacation benefits and including any “cafeteria Plan”
within the meaning of Code Section 125.

    


    9.02        Employment and Related
Obligations.

    


    (a)        Subsidiary Employment
Agreements with Transferred Employees.  As of the Distribution
Date, Parent shall assign all rights, and Subsidiary shall assume all
obligations and Liabilities for, and arising under, all written and oral
employment agreements, if any, in each case with respect to Transferred
Employees, if any (the “Transferred Employment
Agreements”); and Parent shall have no Liability or obligation with
respect thereto.  Subsidiary shall take, or cause to be taken, all
action necessary and appropriate to assume, as of the Distribution Date, any
Transferred Employment Agreements, with such changes as may be necessary to
reflect the change in the Employer thereunder and such other changes as
Subsidiary shall determine.  Any such Transferred Employment
Agreements shall otherwise have the same terms and conditions as in effect
immediately before the Distribution Date, except that references to employment
by or termination of employment with Parent and its Affiliates shall be changed
to refer to employment by or termination of employment with Subsidiary and its
Affiliates.

    


    (b)        Allocation of
Responsibilities as Employer on Distribution Date.  As of the
Distribution Date, except to the extent assumed by Parent under this Agreement,
Subsidiary shall retain or assume, as the case may be, responsibility as
Employer for any Transferred Employees.  After the Distribution Date,
Parent shall not retain responsibility as Employer for any Parent Terminees or
Transferred Employees.

    


    (c)        Assumption of Other
Employment-Related Liabilities on Distribution Date.  Except as
specifically provided in this Agreement, or as otherwise agreed by the parties
hereto:

    


    (i)           As
of the Distribution Date, Subsidiary shall assume all benefit obligations and
all related rights in connection with any Plan with respect to any Transferred
Employees, Parent Terminees and other Subsidiary Individuals; and Parent shall
have no further liability with respect thereto.  With respect to any
Parent Terminees who become employed by Subsidiary after the Distribution Date,
any benefit obligations and all related rights that accrue after such employment
in connection with any Plan that becomes or continues to be sponsored by
Subsidiary shall be assumed by Subsidiary.

    


    (ii)          Parent
shall retain all benefit obligations and all related rights that accrue before
or after the Distribution Date in connection with any Plan that continues to be
sponsored by Parent after the Distribution Date; and Subsidiary shall have no
liability with respect thereto.

    


    (d)        Service
Credits.

    


    (i)           Distribution Date
Transfers.  In connection with the Distribution and for
purposes of determining Service Credits under any Plan, Subsidiary shall credit
each Transferred Employee with such Employee’s Service Credits and original hire
date as reflected in the records of Parent as of the Distribution
Date.  Such Service Credits and hire date shall continue to be
maintained as described herein for as long as the Transferred Employee does not
terminate such employment or as otherwise may be required by applicable law or
any applicable Plan.


    
      
         


      

      
        -14-

        
          

        

      

      
         


      

    

    


    (ii)          Service Credits Following
the Distribution Date.  Subject to the provisions of applicable
law, (A) Subsidiary may, in its sole discretion, make such decisions as it deems
appropriate with respect to determining Service Credits accrued by Transferred
Employees after the Distribution Date; and (B) Parent may, in its sole
discretion, make such decisions as it deems appropriate with respect to
determining Service Credits accrued by any Employees it may hire after the
Distribution Date.

    


    9.03        Labor and Employment
Matters.  Notwithstanding any other provision of this Agreement
or any other agreement between Parent and Subsidiary to the contrary, Parent and
Subsidiary understand and agree that:

    


    (a)        Separate
Employers.  After the Distribution Date and the employment of
the Transferred Employees by Subsidiary, Parent and Subsidiary will be separate
and independent Employers of their respective Employees, extent to the extent
otherwise provided by applicable law.

    


    (b)        Employment Policies and
Practices.  Subject to the provisions of ERISA and the Code,
and except as limited by applicable law or agreement, Parent and Subsidiary may
adopt, continue, modify or terminate such employment policies, compensation
practices, Retirement Plans, Welfare Plans and other employee benefit plans of
any kind or description, as each may determine, in its sole discretion, are
necessary or appropriate.

    


    (c)        Notice of
Claims.  Without limitation to the scope and application to
each party in the performance of its duties herein, each party hereto will
notify in writing and consult with the other party before making any settlement
of an Employee claim, for the purpose of avoiding any prejudice to such other
party arising from the settlement.

    


    (d)        Employees on Leave of
Absence.  As of the Distribution Date, Subsidiary shall assume
responsibility, if any, as Employer for all Employees returning from an approved
leave of absence who, before Distribution Date, were employed by Parent, and any
such Employee shall be treated as a Transferred Employee.

    


    9.04        Access to Information;
Cooperation.  Parent and Subsidiary and their authorized agents
shall be given reasonable access to and may take copies of all information
relating to the subjects of this Article 9 (to the extent permitted by federal
and state confidentiality laws) in the custody of the other party, including any
agent, contractor, subcontractor, agent or any other Person under the contract
of such party.  The parties hereto shall provide one another with such
information within the scope of this Article 9 as is reasonably necessary to
administer each party’s Plans, properly compensate its Employees, perform
payroll administration and make all reports required by applicable laws and
regulations.   The parties hereto shall cooperate in good faith
with each other to minimize the disruption caused by any such access and
providing of information.

    


    9.05        Reimbursement.  Parent
and Subsidiary acknowledge that Parent, on the one hand, and Subsidiary, on the
other hand, may incur costs and expenses, including, but not limited to,
contributions to Plans and the payment of insurance premiums arising from or
related to any of the Plans that are, as set forth in this Agreement, the
responsibility of the other party hereto.  Accordingly, Parent and
Subsidiary shall reimburse each other, as soon as practicable, but in any event
within thirty (30) days after receipt from the other party hereto of appropriate
verification, for all such costs and expenses.

    


    9.06        Preservation of Right To
Amend or Terminate Plans.  Except as otherwise expressly
provided herein, no provision of this Agreement, including without limitation
the agreement of Parent or Subsidiary to make a contribution or payment to or
under any Plan referred to herein for any period, shall be construed as a
limitation on any right of Parent or Subsidiary to amend such Plan or terminate
its participation therein that Parent or Subsidiary would otherwise have under
the terms of such Plan or otherwise; and no provision of this Agreement shall be
construed to create a right in any Employee or former Employee, or dependent or
beneficiary of such Employee or former Employee under a Plan that such
individual would not otherwise have under the terms of the Plan itself;
provided, however, that neither party shall amend any Plan to the extent that
such amendment would have the effect of increasing the Liabilities of the other
party under any Plan of the other party, without such other party’s
consent.

    


    9.07        Effect on
Employees.  No provision of this Agreement shall create any
third party beneficiary rights in any Employee, former Employee or any
beneficiary or dependent thereof, with respect to the compensation, terms and
conditions of employment and benefits that may be provided to any such
individual by either party hereto or under any Plan that a party may
maintain.


    
      
         


      

      
        -15-

        
          

        

      

      
         


      

    

    


    Nothing
contained in this Agreement shall confer upon any Employee any right with
respect to continuance of employment by either party hereto, nor shall anything
herein interfere with the right of either party hereto to terminate the
employment of any Employee at any time, with or without cause, or restrict a
party in the exercise of its independent business judgment in modifying any of
the terms and conditions of the employment of an Employee, except as provided by
any applicable law or any other agreement.

    


    ARTICLE
10

    TAX
MATTERS

    


    10.01      Definitions.  For
purposes of this Article 10, the following terms shall have the meanings set
forth below:

    


    “Affiliated Group”
means, with respect to any Taxable Period, an affiliated group of corporations
within the meaning of Code Section 1504(a) (and without regard to the exclusions
contained in Section 1504(b) of the Code) for the Taxable Period; or, for
purposes of any state, foreign or local Income Tax matters, any consolidated,
affiliated, combined or unitary group of corporations within the meaning of the
corresponding provisions of Tax law for the Tax Authority in
question.

    


    “Combined
Jurisdiction” means, for any Taxable Period, any state, local or foreign
Tax Authority jurisdiction in which Parent or an Affiliate of Parent is included
in a consolidated, affiliated, combined, unitary or similar Tax Return with
Parent or any other Affiliate of Parent for state, local or foreign Income Tax
purposes.

    


    “Final Determination”
means (i) a decision, judgment, decree, or other order by a court of competent
jurisdiction, which has become final and non-appealable; (ii) a closing
agreement or accepted offer in compromise under Code Sections 7121 or 7122, or
comparable agreements under the laws of other Tax Authority jurisdictions; (iii)
any other final settlement with the IRS or other Tax Authority; or (iv) the
expiration of an applicable statute of limitations.

    


    “Income Tax(es)” shall
mean, with respect to any corporation or Affiliated Group, any and all Taxes
based upon or measured by its net income (regardless of whether denominated as
an income Tax, a franchise Tax or otherwise).

    


    “IRS” means the United
States Internal Revenue Service.

    


    “Overdue Rate” means a
rate of interest per annum that fluctuates with the federal short-term rate
established from time to time pursuant to Code Section 6621.

    


    “Post-Distribution
Member” means a corporation that is a member of the Post-Distribution
Parent Group at any time after the Distribution Date.

    


    “Post-Distribution Straddle
Period” means, with respect to any Straddle Period, the portion beginning
on the day after the Distribution Date and ending on the last day of such
Taxable Year.

    


    “Post-Distribution Taxable
Period” means a Taxable Year that begins after the Distribution
Date.

    


    “Post-Distribution Parent
Group” means, collectively, Parent and each other corporation that is or
becomes a member of an Affiliated Group with respect to which Parent is or would
be the common parent at any time after the Distribution Effective
Time.  To the extent applicable to any state or local Income Tax
matters, the “Post-Distribution Parent
Group” shall include all corporations joining in the filing of a
consolidated, unitary or combined Income Tax Return for the state or local Tax
Authority in question for any Straddle Period or Post-Distribution Taxable
Period.


    
      
         


      

      
        -16-

        
          

        

      

      
         


      

    

    


    “Post-Distribution Parent
Member” means any corporation that is a member of the Post-Distribution
Parent Group.

    


    “Pre-Distribution
Group” means the Affiliated Group consisting of Parent, Subsidiary, and
any other members of an Affiliated Group that includes Parent at any time before
the Distribution Effective Time.  For purposes of this Agreement, the
Pre-Distribution Group shall terminate as of the Distribution Effective Time and
the Post-Distribution Parent Group shall then become effective.  To
the extent applicable to any state Income Tax matters, the “Pre-Distribution
Group” shall include all corporations joining in the filing of a
consolidated, combined or unitary Income Tax Return for the state in question
for any Pre-Distribution Taxable Period.

    


    “Pre-Distribution
Member” means a corporation that was a member of the Pre-Distribution
Group immediately before the Distribution Effective Time.

    


    “Pre-Distribution Straddle
Period” means, with respect to any Straddle Period, the portion beginning
on the first day of such Taxable Year and ending at the close of business on the
Distribution Date.

    


    “Pre-Distribution Taxable
Period” means a Taxable Year that ends on or before the Distribution
Date.

    


    “Representative”
means, with respect to any Person, any of such Person’s or entity’s directors,
officers, employees, agents, consultants, accountants, attorneys and other
advisors.

    


    “Separate
Jurisdiction” means, for any Taxable Period, any state, local or foreign
Tax Authority jurisdiction that is not a Combined Jurisdiction.

    


    “Separate Return
Basis” means, with respect to any Taxable Year or portion thereof, (i) in
the case of a Tax Liability of the Subsidiary Group, calculated with Subsidiary
as the common parent of that Affiliated Group and without regard to any
Post-Distribution Parent Group Members; and (ii) in the case of any individual
Subsidiary Member, calculated as if such Subsidiary Member were a separate
entity outside of any Affiliated Group.

    


    “Straddle Period”
means any Taxable Year beginning before the Distribution Date and ending after
the Distribution Date.

    


    “Subsidiary Group”
means Subsidiary and each other corporation that becomes a member of an
Affiliated Group with respect to which Subsidiary is the common parent at any
time after the Distribution Date.

    


    “Subsidiary Member”
means any corporation that is a member of a Subsidiary Group.

    


    “Tax” (and with the
corresponding meaning “Taxes” and “Taxable”):  (i)
Any net income, alternative or add-on minimum, gross income, gross receipts,
sales, use, transfer, value added, ad valorem, franchise, capital stock,
profits, license, withholding, payroll, employment, social security,
unemployment, disability, workers’ compensation, employment-related insurance,
excise, environmental, severance, stamp, occupation, premium, real property,
personal property, or windfall profit tax, custom duty or other tax,
governmental fee or other like assessment or charge of any kind whatsoever,
together with any interest and any penalty, addition to tax or additional
amount, imposed by any Tax Authority, whether disputed or not; and (ii) any
Liability for the payment of any amount of the type described in clause (i) as a
result of an entity being a member of an Affiliated Group.

    


    “Tax Benefit(s)” shall
mean (i) in the case of an Income Tax for which a consolidated federal or a
consolidated, combined or unitary state or other Tax Return is filed, the amount
by which the Tax Liability of the applicable Affiliated Group is actually
reduced on a “with and without” basis (by deduction, entitlement to refund,
credit, offset or otherwise, whether available in the current Taxable Year, as
an adjustment to Taxable income in any other Taxable Year or as a carry-forward
or carryback, and including the effect on other Taxes of such reduction), plus
any interest received with respect to any related Tax refund; and (ii) in the
case of any other Tax, the amount by which the Tax Liability of a corporation is
actually reduced on a “with and without” basis (by deduction, entitlement to
refund, credit, offset or otherwise, whether available in the current Taxable
Year, as an adjustment to Taxable income in any other Taxable Year or as a
carry-forward or carryback, and including the effect on other Taxes of such
reduction), plus any interest received with respect to any related Tax
refund.


    
      
         


      

      
        -17-

        
          

        

      

      
         


      

    

     

    “Tax Practices” shall
mean the most recently applied policies, procedures and practices employed by
the Pre-Distribution Group in the preparation and filing of, and positions taken
on, any Tax Returns of Parent or Subsidiary for any Pre-Distribution Taxable
Period.

    


    “Tax Returns” (and
with corresponding meaning “Tax
Return”):  All returns, claims for refund, declarations,
reports, estimates, elections and information returns and statements (including
any attached schedules and any amendments thereto) required by a Tax Authority
to be filed or sent by or relating to a party to this Agreement or any member of
any Affiliated Group in which the party is a member; and relating to any Taxes
with respect to any income, properties or operations of such party or any such
member.

    


    “Taxable Period” means
a Pre-Distribution Taxable Period, a Straddle Period or a Post-Distribution
Taxable Period.

    


    “Taxable Year” means a
Taxable year (which may be shorter than a full calendar or fiscal year), year of
assessment or similar period with respect to which any Tax may be
imposed.

    


    “Tax Authority” means
the IRS and any other federal, state, local or foreign Governmental Entity
responsible for the administration of any Tax.

    


    10.02      Preparation and Filing of
Tax Returns.

    


    (a)          By
Parent.  Parent shall prepare and timely file (or cause to be
prepared and timely filed):

    


    (i)           all
Tax Returns of the Pre-Distribution Group and any Pre-Distribution Member (other
than such Returns that relate solely to Subsidiary) for all Pre-Distribution
Taxable Periods that are required to be filed either before or after the
Distribution Date; and

    


    (ii)          all
Tax Returns of the Post-Distribution Parent Group and any Post-Distribution
Member for all Straddle Periods and Post-Distribution Taxable
Periods.

    


    (b)          By
Subsidiary.  Subsidiary shall prepare and timely file (or cause
to be prepared and timely filed):

    


    (i)           all
Tax Returns that relate solely to Subsidiary for all Pre-Distribution Taxable
Periods that are required to be filed before or after the Distribution Date;
and

    


    (ii)          all
Tax Returns of the Subsidiary Group and any Subsidiary Member for all Straddle
Periods and Post-Distribution Taxable Periods.

    


    (c)          
Sales and Transfer
Taxes.  Parent and Subsidiary agree to cooperate in good faith
to determine the amount of sales, transfer or other Taxes (including, without
limitation, all real estate, patent, trademark and transfer Taxes and recording
fees, but excluding any Income Taxes), if any, incurred in connection with the
Distribution and other transactions contemplated by this Agreement (the “Distribution Transaction
Taxes”).  Subsidiary agrees to file promptly and timely the Tax
Returns for such Distribution Transaction Taxes; and Parent will join in the
execution of any such Tax Returns and any related
documentation.  Subsidiary shall be responsible for payment of all
such Transaction Taxes.

    


    (d)          Provision of Filing
Information.  Subsidiary (or Parent, as the case may be) shall
cooperate in good faith and assist Parent (or Subsidiary) in the preparation and
filing of all Tax Returns and submit to Parent (or Subsidiary) (i) all necessary
filing information in a manner consistent with past Tax Practices, and (ii) all
other information reasonably requested by Parent (or Subsidiary) in connection
with the preparation of such Tax Returns promptly after such
request.  It is expressly understood and agreed that Parent’s (or
Subsidiary’s) ability to discharge its Tax Return preparation and filing
responsibilities is contingent upon Subsidiary (or Parent) providing Parent (or
Subsidiary) with all cooperation, assistance and information reasonably
necessary or requested for the filing of such Income Tax Returns; and that
Subsidiary (or Parent) shall indemnify Parent (or Subsidiary) if, and to the
extent that, Taxes are increased as a result of material inaccuracies in such
information or failures to provide such information and assistance on a timely
basis.


    
      
         


      

      
        -18-

        
          

        

      

      
         


      

    

     

    10.03      Taxable
Years.  Subsidiary and Parent agree that, to the extent
permitted by applicable Tax law, including but not limited to Treasury
Regulation Section 1.1502-76(b)(ii):

    


    (a)           
the Taxable Year of Subsidiary that is included in the consolidated federal
Income Tax Return of the Pre-Distribution Group for the Pre-Distribution Taxable
Period that includes the Distribution Date (and all corresponding consolidated,
combined or unitary state, local or other Income Tax Returns of the
Pre-Distribution Group) shall end as of the Distribution Effective Time;
and

    


    (b)           the
Subsidiary Group and each Subsidiary Member shall begin a new Taxable Year for
purposes of such federal, state, local or other Income Taxes as of the
Distribution Effective Time.

    


    The
parties further agree that, to the extent permitted by applicable law, all
federal, state, local or other Tax Returns shall be filed consistently with
these positions.

    


    10.04      Advance Review of Tax
Returns.  At least thirty (30) days before the filing of any
Income Tax Return (including amendments thereto) that includes both Parent and
Subsidiary, and at least fifteen (15) days before the filing of any other Tax
Return (including amendments thereto) that includes both Parent and Subsidiary,
the party preparing the Tax Return shall provide the other party with the
portion of such Tax Return related to such other party.  Subsidiary
and its Representatives (or Parent and its Representatives, as the case may be)
shall have the right to review all related work papers before the filing of any
such Tax Return.  Parent (or Subsidiary, as the case may be) shall
consult with Subsidiary (or Parent) regarding its comments with respect to such
Tax Returns and shall in good faith (a) consult with Subsidiary (or Parent) in
an effort to resolve any differences with respect to the preparation and
accuracy of such Tax Returns, and their consistency with past Tax Practices; and
(b) consider Subsidiary’s (or Parent’s) recommendations for alternative
positions with respect to items reflected on such Tax Return; provided, however,
that Parent (or Subsidiary) shall not be required to consider any such
recommendation if the result thereof would adversely affect the Taxes of the
Post-Distribution Parent Group or any Post-Distribution Member (or the
Subsidiary Group or any Subsidiary Member) for any Taxable Period beginning
after the Distribution Date; and may condition the acceptance of any such
recommendation upon the receipt of appropriate indemnification from Subsidiary
(or Parent) for any increase in Tax Liability (under this Agreement or
otherwise) of such party that may reasonably be expected to result from the
adoption of the relevant alternative position.

    


    10.05      Consistent Positions on Tax
Returns.  Parent (or Subsidiary, as the case may be) shall
prepare all Tax Returns filed pursuant to Section 10.02 for all Pre-Distribution
Taxable Periods and Straddle Periods, in a manner consistent with past Tax
Practices, except as otherwise required by changes in applicable law or material
underlying facts or as the parties hereto shall otherwise agree in
writing.

    


    10.06      Allocation of Straddle
Period Taxes.  For purposes of this Agreement, Taxes shall be
allocated between each Pre-Distribution Straddle Period and Post-Distribution
Straddle Period, in Subsidiary’s reasonable judgment with the written consent of
Parent (which shall not be unreasonably withheld), in the following
manner:

    


    (a)           To
the extent not impractical, on the basis of the actual operations and Taxable
income (if any) for each such period, determined by closing the books of the
entity as of the Distribution Effective Time; or

    


    (b)           To
the extent that an allocation based on a closing of the books is impractical, on
the basis of any reasonable method or methods, including allocations based on
(i) allocations of Taxable income, loss, gain, deduction and credits made for
the entity for federal Income Tax purposes, (ii) rounding to the next nearest
accounting period-end, or (iii) the actual number of days in the
Pre-Distribution Straddle Period and Post-Distribution Straddle Period in
proportion to the number of days in the entire Straddle Period.

    


    
      
        
        

      

      
        -19-

        
          

        

      

      
        
        

      

    

     

    10.07      Payment of
Taxes.


    (a)           Parent
shall pay: (i) all Taxes shown to be due and payable on all Tax Returns filed
pursuant to Section 10.02(a); and (ii) subject to Section 10.08, all Taxes that
shall thereafter become due and payable as a result of a Final Determination
with respect to all Tax Returns filed by Parent pursuant to Section 10.02(a);
provided, however, that Subsidiary shall reimburse Parent, for the amount of any
Taxes required to be paid as a result of clause (i) or (ii), within fifteen (15)
days after receipt of written notification from Parent, if and to the extent
such Taxes are directly attributable to the Tax Liability of Subsidiary or one
or more Subsidiary Members, as a result of Subsidiary being a Pre-Distribution
Member or otherwise, after Parent takes into account any Tax Benefit (including
but not limited to any Carry-forward described in Section 10.11) that reduces
the amount of Parent’s Tax Liability attributable to such Tax Liability of
Subsidiary.

    


    (b)           Subsidiary
shall pay: (i) all Taxes shown to be due and payable on all Tax Returns filed by
Subsidiary pursuant to Section 10.02(b); and (ii) subject to Section 10.08, all
Taxes that shall thereafter become due and payable as a result of a Final
Determination with respect to all Tax Returns filed by Subsidiary pursuant to
Section 10.02(b); provided, however, that Parent shall reimburse Subsidiary, for
the amount of any Taxes required to be paid as a result of clause (i) or (ii),
within fifteen (15) days after receipt of written notification from Subsidiary,
if and to the extent such Taxes are directly attributable to the Tax Liability
of Parent (or any of their subsidiaries other than Subsidiary) for any period
beginning after the Distribution Date.

    


    10.08      Amendments to Tax
Returns.  Parent (or Subsidiary, as the case may be) shall be
entitled to amend Tax Returns filed by Parent (or Subsidiary) pursuant to
Section 10.02; provided, however, that Parent (or Subsidiary) shall not amend
for any reason whatsoever any Tax Return of Parent, the Pre-Distribution Group,
the Post-Distribution Parent Group or any Post-Distribution Member (or of
Subsidiary, a Subsidiary Group or any Subsidiary Member) for any
Pre-Distribution Taxable Period or any Straddle Period, except (a) pursuant to
the settlement or other resolution of a contest subject to Section 10.15, or (b)
with Parent’s (or Subsidiary’s) written consent (which shall not be unreasonably
withheld); provided, however, that such prohibition shall not extend to the
correction of mathematical or material factual errors or other adjustments
necessary to conform such Tax Return to applicable law or past Tax
Practices.

    


    10.09      Refunds of
Taxes.

    


    (a)           Parent
shall be entitled to any refund of Taxes attributable to either a Tax Return
filed by Parent pursuant to Section 10.02(a) or a Final Determination with
respect to any such Tax Return; provided, however, that (except as otherwise
provided in this Agreement) Parent shall pay to Subsidiary, promptly after
receipt of such refund, any portion of such refund (including any interest
received on that portion) directly attributable to a Tax for which Subsidiary
reimbursed Parent under Section 10.07(a).

    


    (b)           Subsidiary
shall be entitled to any refund of Taxes attributable to either a Tax Return
filed by Subsidiary pursuant to Section 10.02(b) or a Final Determination with
respect to any such Tax Return; provided, however, that (except as otherwise
provided in this Agreement) Subsidiary shall pay to Parent (in accordance with
Section 11.16), promptly after receipt of such refund, any portion of such
refund (including any interest received on that portion) directly attributable
to a Tax for which Parent reimbursed Subsidiary under Section
10.07(b).

    


    10.10      Carrybacks.  Subsidiary
shall notify Parent promptly of the existence of any items of deduction, loss or
credit arising in a Post-Distribution Taxable Year that are required to be
carried back to a Taxable Period of the Pre-Distribution Group or any
Pre-Distribution Member (other than to a separate Tax Return of
Subsidiary).  Subsidiary hereby expressly agrees (on its behalf and on
behalf of all Subsidiary Members and successors thereto) that Parent or any
other member of the Post-Distribution Parent Group may retain any cash refund or
reduction of a Tax Liability or any other Tax Benefit obtained by Parent or any
other member of the Post-Distribution Parent Group as a result of any such
carryback, without compensation to Subsidiary or any Subsidiary
Member.  Subsidiary and Parent agree that Subsidiary shall elect to
carry forward all such items that affect Subsidiary to the extent permitted
under applicable law.

     

    
      
         


      

      
        -20-

        
          

        

      

      
         


      

    


    10.11      NOL, ITC and AMT Credit
Benefit.  Subsidiary acknowledges that Subsidiary will not be
entitled, at any time after the Distribution Date, to use or benefit from any
net operating loss carry-forwards, investment Tax credit carry-forwards and
alternative minimum Tax credit carry-forwards (“Carry-forwards”) that
are attributable to Parent, or any portion of the consolidated Code Section 382
limitation that Parent could apportion to Subsidiary under applicable Treasury
Regulations.  If Subsidiary has, at any time after the Distribution
Date, any Carry-forwards attributable solely to it under applicable federal and
state Income Tax law, the parties hereto agree that the Subsidiary Group and the
Subsidiary Members shall be exclusively entitled to use and benefit from those
Carry-forwards without compensation to the Pre-Distribution Group or any other
Pre-Distribution Member.  Parent hereby agrees to take any action or
make any election reasonably required to permit Subsidiary and the Subsidiary
Members to utilize any Carry-forwards attributable solely to Subsidiary;
provided, however, that no such action or election shall be required if it would
adversely affect in any way the Income Tax Liabilities of the Post-Distribution
Parent Group or any Post-Distribution Member for any Taxable
Year.  The parties also hereby agree that the provisions of this
Section 10.11 shall apply with respect to any similar carry-forwards available
under applicable state, local or foreign Income Tax law.

    


    10.12      Intentionally Left
Blank.

    


    10.13      Tax
Indemnification.

    


    (a)          By
Parent.  Subject to the following subsections of this Section
10.13, other than subsection 10.13(b), Parent shall indemnify, defend and hold
Subsidiary and the Subsidiary Members harmless (on an After-Tax Basis)
against:

    


    (i)           each
and every Liability for any and all Taxes for which Parent is ultimately liable
under Section 10.07; and

    


    (ii)          each
and every Liability for any and all Taxes of the Post-Distribution Parent Group
under Treasury Regulations Section 1.1502-6 or any similar law, rule or
regulation administered by any Tax Authority.

    


    (b)          By
Subsidiary.  Subsidiary shall indemnify, defend and hold
Parent, the Post-Distribution Parent Group and the Post-Distribution Members
harmless (on an After-Tax Basis) against each and every Liability for any and
all Taxes for which Subsidiary is ultimately liable under Section
10.07.

    


    10.14      Cooperation; Document
Retention; Confidentiality.

    


    (a)           Provision of Cooperation,
Documents and Other Information.  Upon reasonable request by a
requesting party, Parent and Subsidiary shall promptly provide (and shall cause
the members of their respective Affiliated Groups to provide) such requesting
party with such cooperation and assistance, documents, and other information,
without charge, as may be necessary or reasonably helpful in connection with (i)
the preparation and filing of any original or amended Tax Return; (ii) the
conduct of any audit or other examination or any judicial or administrative
proceeding involving to any extent Taxes, Tax Returns within the scope of this
Agreement; or (iii) the verification by a party of an amount payable hereunder
to, or receivable hereunder from, another party.  Such cooperation and
assistance shall include, without limitation:  (w) the provision on
demand of books, records, Tax Returns, documentation or other information
relating to any relevant Tax Return; (x) the execution of any document that may
be necessary or reasonably helpful in connection with the filing of any Tax
Return by the Pre-Distribution Group, a Pre-Distribution Member, the
Post-Distribution Parent Group, a Post-Distribution Parent Member, the
Subsidiary Group or a Subsidiary Member, or in connection with any audit,
proceeding, suit or action of the type generally referred to in the preceding
sentence, including, without limitation, the execution of powers of attorney and
extensions of applicable statutes of limitations, with respect to Tax Return
which Parent may be obligated to file on behalf of Subsidiary Members pursuant
to Section 10.02(a); (y) the prompt and timely filing of appropriate claims for
refund; and (z) the use of reasonable best efforts to obtain any documentation
from a Governmental Entity or a third party that may be necessary or helpful in
connection with the foregoing.  Each party shall make its employees
and facilities available on a mutually convenient basis to facilitate such
cooperation.


    
      
         


      

      
        -21-

        
          

        

      

      
         


      

    

    


    (b)          Retention of Books and
Records.  Parent, each Post Distribution Member, and Subsidiary
shall retain or cause to be retained all Tax Returns required to be prepared
with respect to each Pre-Distribution Taxable Period and each Straddle Period;
and all books, records, schedules, work papers, and other documents relating
thereto, until the expiration of the later of (i) all applicable statutes of
limitations (including any waivers or extensions thereof), and (ii) any
retention period required by law or pursuant to any record retention
agreement.  The parties hereto shall notify each other in writing of
any waivers, extensions or expirations of applicable statutes of
limitations.  The parties hereto shall provide at least thirty (30)
days prior written notice of any intended destruction of the documents referred
to in this subsection (c).  A party giving such a notification shall
not dispose of any of the foregoing materials without first obtaining the
written approval (which may not be unreasonably withheld) of the notified
party.

     

    (c)          Status and Other Information
Regarding Audits and Litigation.  Parent (or Subsidiary, as the
case may be) shall use reasonable best efforts to keep Subsidiary (or Parent)
advised, as to the status of Tax audits and litigation involving any issue
relating to any Taxes, Tax Returns or Tax Benefits subject to indemnification
under this Agreement.  To the extent relating to any such issue,
Parent (or Subsidiary) shall promptly furnish Subsidiary (or Parent) with copies
of any inquiries or requests for information from any Tax Authority or any other
administrative, judicial or other Governmental Entity, as well as copies of any
revenue agent’s report or similar report, notice of proposed adjustment or
notice of deficiency.

    


    (d)          Confidentiality of Documents
and Information.  Except as required by law or with the prior
written consent of the other party, all Tax Returns, documents, schedules, work
papers and similar items and all information contained therein, which Tax
Returns and other materials are within the scope of this Agreement shall be kept
confidential by the parties hereto and their Representatives, shall not be
disclosed to any other Person and shall be used only for the purposes provided
herein.

    


    10.15      Contests and
Audits.

    


    (a)          Notification of Audits or
Disputes.  Upon the receipt by Parent or any Post-Distribution
Parent Member (or Subsidiary or any Subsidiary Member, as the case may be) of
notice of any pending or threatened Tax audit, contest or assessment that could
reasonably be expected to affect any Liability for Taxes subject to
indemnification hereunder, Parent (or Subsidiary) shall promptly notify
Subsidiary (or Parent) in writing of the receipt of such notice.

    


    (b)          Control and
Settlement.

    


    (i)           Control and Consultation by
Parent.  Parent shall have the right to control, and to
represent the interests of all affected taxpayers in, any Tax audit or
administrative, judicial or other proceeding relating in whole or in part, to
any Pre-Distribution Taxable Period or any other Taxable Period for which Parent
is responsible, in whole or in part, for Taxes under Section 10.07(a) and
Section 10.13; and to employ counsel of its choice at its expense; provided,
however, that, with respect to such issues that may impact Subsidiary or any
Subsidiary Member for any Post-Distribution Taxable Period or for which
Subsidiary may be responsible in part under Section 10.07(b) and Section 10.13,
Parent shall (A) afford Subsidiary full opportunity to observe at any such
proceedings and to review any submissions related to such issues, (B) in good
faith consult with Subsidiary regarding its comments with respect to such
proceedings and submissions in an effort to resolve any differences with respect
to Parent’s positions with regard to such issues, (C) in good faith consider
Subsidiary’s recommendations for alternative positions with respect to such
issues, and (D) advise Subsidiary of the reasons for rejecting any such
alternative position.  In the event of any disagreement regarding the
proceedings, Parent shall have the ultimate control of the contest and any
settlement or other resolution thereof.

    


    (ii)           Control and Consultation by
Subsidiary.  Subsidiary shall have the right to control, and to
represent the interests of all affected taxpayers in, any Tax audit or
administrative, judicial or other proceeding relating solely to any
Post-Distribution Taxable Period of the Subsidiary Group or any Subsidiary
Member, or relating to any other Taxable Period for which Subsidiary is solely
responsible for Taxes under Section 10.07 and Section 10.13; and to employ
counsel of its choice at its expense; provided, however, that Subsidiary shall
(A) afford Parent full opportunity to observe at any such proceedings and to
review any submissions related thereto and (B) not agree to settle any such
proceeding in a manner that could reasonably be expected to have a material and
adverse effect on (1) any indemnification obligation of Parent hereunder, (2)
any Tax Liability of the Pre-Distribution Group or any Pre-Distribution Member
for any Pre-Distribution Taxable Period or (3) any Tax Liability of the
Post-Distribution Parent Group or any Post-Distribution Parent Member for any
Post-Distribution Taxable Period, without the prior written consent of Parent,
which consent shall not be unreasonably withheld.


    
      
         


      

      
        -22-

        
          

        

      

      
         


      

    

    


    (iii)           Delivery of Powers of
Attorney.  Subsidiary (and, to the extent necessary, any other
member of any Subsidiary Group) shall execute and deliver to Parent, promptly
upon request, such powers of attorney authorizing Parent to extend statutes of
limitations, receive refunds and take such other actions that Parent reasonably
considers to be appropriate in exercising its control pursuant to this Section
10.15.

    


    10.16      Tax
Elections.  Nothing in this Agreement is intended to change or
otherwise affect any Tax election made before the date of this Agreement by or
on behalf of the Pre-Distribution Group.  Parent, as common parent of
the Pre-Distribution Group, shall continue to have sole discretion to make any
and all elections with respect to all members of the Pre-Distribution Group for
all Taxable Periods for which it is obligated to file Tax Returns under Section
10.02(a).

    


    ARTICLE
11

    MISCELLANEOUS

    


    11.01      Entire Agreement; No Third
Party Beneficiaries.  This Agreement and all documents and
instruments referred to herein constitute the entire agreement and supersede all
prior agreements and understandings, both written and oral, among the parties
with respect to the subject matter of this Agreement; and are not intended to
confer upon any Person other than the parties hereto any rights or remedies
hereunder.

    


    11.02      Forbearance.  Neither
the failure nor any delay on the part of any party hereto to exercise any right
under this Agreement shall operate as a waiver thereof, nor shall any single or
partial exercise of any right preclude any other or further exercise of the same
or any other risk nor shall any waiver of any right with respect to any
occurrence be construed as a waiver of such right with respect to any other
occurrence.

    


    11.03      Expenses.  Except
as specifically provided in this Agreement or in a Related Agreement, all fees
and expenses incurred in connection with this Agreement and the consummation of
the transactions contemplated hereby shall be paid by the party incurring such
expenses.

    


    11.04      Governing
Law.  This Agreement shall be governed and construed in
accordance with the laws of the State of Minnesota, without regard to any
applicable conflicts of laws.

    


    11.05      Notices.  All
notices and other communications hereunder shall be in writing and shall be
deemed given if delivered personally, telecopied (which is confirmed) or mailed
by registered or certified mail (return receipt requested) to the parties at the
following addresses (or at such other address for a party as shall be specified
by like notice):

    


    
      
        	
                if
      to Parent, to

              	
                Tree
      Top Industries, Inc.

              
	 
      	
                511
      Sixth Avenue, Suite 800

              
	 
      	
                New
      York, New York 10011

              
	 
      	 
      
	
                if
      to Subsidiary, to

              	
                NetThruster,
      Inc.

              
	 
      	
                511
      Sixth Avenue, Suite 800

              
	 
      	
                New
      York, New York 10011

              


      

    

    


    11.06      Amendments.  This
Agreement may be amended only by a written agreement executed and delivered by
duly authorized officers of Subsidiary and Parent; provided, however, that any
amendment made after the Merger Effective Time shall be effective only if
expressly authorized by the Parent Board and the Subsidiary Board.

    


    11.07      Assignments; Predecessors
and Successors.  Neither this Agreement nor any of the rights,
interests or obligations hereunder shall be assigned by either of the parties
hereto (whether by operation of law or otherwise) without the prior written
consent of the other party.  Subject to the preceding sentence, this
Agreement will be binding upon, inure to the benefit of and be enforceable by
the parties and their respective successors and assigns. To the extent necessary
to give effect to the purposes of this Agreement, any reference to any party,
any of its Affiliates, any Affiliated Group or member of an Affiliated Group,
shall also include any predecessors or successors thereto, by operation of law
or otherwise.


    
      
         


      

      
        -23-

        
          

        

      

      
         


      

    

     

    11.08      Termination and
Effectiveness.  This Agreement may be terminated and the
Distribution abandoned at any time before the Distribution Effective Time only
by the written approval of Parent.  In the event of such termination,
no party shall have any liability to any other party pursuant to this
Agreement.  This Agreement shall remain effective on and after the
Distribution Date and shall survive until the expiration of any applicable
statute of limitations.

    


    11.09      Specific
Performance.  The parties hereto agree that the remedy at law
for any breach of this Agreement will be inadequate and that any party by whom
this Agreement is enforceable shall be entitled to specific performance in
addition to any other appropriate relief or remedy.  Such party may,
in its sole discretion, apply to a court of competent jurisdiction for specific
performance or injunctive or such other relief as such court may deem just and
proper in order to enforce this Agreement or prevent any violation of this
Agreement and, to the extent permitted by applicable laws, each party waives any
objection to the imposition of such relief.

    


    11.10      Headings; References; Rules
of Construction.  The article, section and paragraph headings
contained in this Agreement are for reference purposes only and shall not affect
in any way the meaning or interpretation of this Agreement.  All
references herein to “Articles,” “Sections,” “Exhibits” or “Schedules” shall be
deemed to be references to Articles or Sections of this Agreement or Exhibits or
Schedules attached hereto unless otherwise indicated.  Any ambiguities
in this Agreement shall be resolved without regard to which party drafted such
instrument.

    


    11.11      Counterparts.  This
Agreement may be executed in two or more counterparts, all of which shall be
considered one and the same agreement and shall become effective when two or
more counterparts have been signed by each of the parties and delivered to the
other parties, it being understood that all parties need not sign the same
counterpart.

    


    11.12      Severability;
Enforcement.  The invalidity of any portion of this Agreement
shall not affect the validity, force or effect of the remaining portions of this
Agreement.  If it is ever held that any restriction hereunder is too
broad to permit enforcement of such restriction to its fullest extent, each
party agrees that a court of competent jurisdiction may enforce such restriction
to the maximum extent permitted by law, and each party hereby consents and
agrees that such scope may be judicially modified accordingly in any proceeding
brought to enforce such restriction.

    


    11.13      Payment Method and
Character; No Setoffs.  All payments made pursuant to this
Agreement shall be made in immediately available funds.  Except as
otherwise provided herein, any payment not made within fifteen (15) days after
the date such payment is due shall thereafter bear interest at the Overdue Rate
(as defined in Section 10.01) from the date when the payment was
due.  Any payment (other than interest thereon) made hereunder by
Parent to Subsidiary, or by Subsidiary to Parent, shall be treated by all
parties for all purposes to the extent permitted by law as a non-Taxable
dividend distribution or capital contribution made before the Distribution
Effective Time. Except as expressly provided in this Agreement, all payments to
be made by any party under this Agreement shall be made without setoff,
counterclaim or withholding, all of which are expressly waived.

    


    11.14      Third-Party
Beneficiaries.  This Agreement is not intended to confer any
right or cause of action hereunder upon any Person other than the parties
hereto.

    


    11.15      Further
Assurances.  Subject to the provisions hereof, the parties
hereto shall make, execute, acknowledge and deliver such other instruments and
documents, and take all such other actions, as may be reasonably required in
order to effectuate the purposes of this Agreement and to consummate the
transactions contemplated hereby.  Subject to the provisions hereof,
each party shall, in connection with entering into this Agreement, performing
its obligations hereunder and taking any and all actions relating hereto, comply
with all applicable laws, regulations, orders and decrees, obtain all required
consents and approvals and make all required filings with any government agency,
other regulatory or administrative agency, commission or similar Governmental
Entity and promptly provide the other party with all such information as it may
reasonably request in order to be able to comply with the provisions of this
paragraph.


    
      
         


      

      
        -24-

        
          

        

      

      
         


      

    

     

    IN
WITNESS WHEREOF, Parent and Subsidiary have caused this Agreement to be signed
by their respective duly authorized officers as of the date first above
written.


    


    
      
        
          
            	 
      	
                    Tree
      Top Industries, Inc.

                  
	 
      	 
      
	 
      	
                    By

                  	
                    /s/
      David Reichman

                  
	 
      	
                    David
      Reichman

                  
	 
      	
                    Its
      Chief Executive Officer

                  
	 
      	 
      
	 
      	
                    “PARENT”

                  
	 
      	 
      
	 
      	
                    NetThruster,
      Inc.

                  
	 
      	 
      
	 
      	
                    By

                  	
                    /s/
      David Reichman

                  
	 
      	
                    David
      Reichman

                  
	 
      	
                    Its
      Chief Executive Officer

                  
	 
      	 
      
	 
      	
                    “SUBSIDIARY”

                  


          

        

      

    

     

    
      
         


      

      
        -25-

        
          

        

      

      
         


      

    


    SCHEDULE
A

    


    to
Distribution Agreement

    between
Tree Top Industries, Inc.

    and
NetThruster, Inc.

    


    Dated
February 9, 2011

    


    1.           Directors
of NetThruster, Inc.:

    


    David
Reichman

    Kathy
Griffin

     

    2.           Officers
of NetThruster, Inc.:

    


    
      	
              David
      Reichman

            	
              Chairman
      of the Board and Chief Executive Officer and Chief Financial
      Officer

            
	
              Kathy
      Griffin

            	
              Director,
      Corporate Secretary

            


    

     

    
      
         


      

      
        -26-