ex10-1.htm

Exhibit 10.1

    EXCLUSIVE
      MARKETING
      AGREEMENT

    


    


    THIS
      AGREEMENT (Agreement), made and entered into this
    25th     
      day of    September,
      2007   , (Effective Date) by and between
Data Call Technologies, Inc., (Data Call), a Nevada
      corporation, with its principal place of business at 600 Kenrick, Suite B-12,
      Houston, TX., and Leightronix, Inc., (Marketer), a Michigan
      corporation, with its principal place of business at 2330 Jarco Drive, Holt,
      MI., and together (Parties).

    


    


    


    PURPOSE
      OF AGREEMENT

    Data
      Call
      and Marketer wish to enter into an Agreement in which Marketer will be given
      exclusive rights to provide Direct Lynk MessengerTM data feed for compensation to
      the Public, Education & Government broadcast industry.  In pursuit
      of this goal, the Parties agree to the following:

    


    


    1.   MARKETER
      RELATIONSHIP & GRANT OF AUTHORITY

    


    
      	
              1.1

            	
              Independent
                Contractor.  Marketer is an independent contractor and not
                an employee, franchiser, partner or co-venturer of or with Data
                Call.  Marketer is solely responsible for its own business
                expenses, including, without limitation, all federal, state and local
                taxes as well as all payroll taxes for himself and his
                employees.

            


    

    


    


    2.   IDENTIFICATION
      AND HANDLING OF EXCLUSIVE INDUSTRY

    


    
      	
              2.1

            	
              Except
                as restricted by this Agreement, effective as of the date of this
                Agreement, Marketer shall have exclusive rights to market, sell and
                distribute Data Call’s Direct Lynk MessengerTM data feeds in the Public,
                Education and Government (PEG) cable  industry as identified
                below:

            


    

    


    
      	
               

            	
              a.

            	
              Public
                Access Television, Content services which are available through cable
                operators and television broadcast stations, which are available
                to the
                general public, usually at little or no cost, is content neutral,
                first-come, first-served, and serves a free speech
                ideology.  These programming outlets are typically funded by
                non-profit organizations, viewer contributions, and government
                municipalities through franchise fees.  By nature they provide
                an outlet  for a general populace to express ideas, concepts,
                and programming.  Advertisement funding generally is not
                utilized to fund any operations.

            


    

    


    
      	
               

            	
              b.

            	
              Educational
                Access Television, Educational access is the institution set aside for
                fulfilling the needs of educational departments and organizations,
                commonly associated with the PEG Industry.  Educational access
                channels may be associated with a specific school, school district(s)
                or
                even private organizations that are contracted to operate the access
                stations for the educational
                entity.

            


    

    


    
      	
               

            	
              c.

            	
              Government
                Access Television, Government access television is a resource of the
                city to address local municipal programming and informational
                needs.  Often the city or town may use the G channel to
                cable-cast city council meetings, election programming, local emergency
                announcements, and other events and/or programs valued by local
                Governments, and its associated Information Technology
                departments.

            


    

    


    
      	
              2.2

            	
              Authorization,  Except
                as restricted by this Agreement, effective as of the date of this
                Agreement, Marketer shall be authorized to sell, market, distribute
                and
                deliver Data Call Direct Lynk MessengerTM data feeds to the PEG industry,
                as
                outlined in Section 2.1 in this Agreement.  Moreover, Marketer
                shall reserve exclusive rights to sell and/or deliver said
                feeds.  Except as restricted by this Agreement, Marketer shall
                have the right to market and sell through his sub-dealers, sub
                distributors, third party sales agents, other resellers and/or
                re-marketers.

            


    

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    
      	
              2.3

            	
              Relinquishment,
                Effective as of the date of this Agreement, Data Call agrees that
                all
                sales leads, sales, information calls, and processes, related to
                the
                delivery and sales of Direct Lynk MessengerTM data feeds, shall be directed
                to Marketer once it is ascertained, by Data Call, potential sale
                lead
                falls within the scope of exclusivity, as defined in Section 2.1
                of this
                Agreement.

            


    

    


    In
      occurrences where Data Call is approached by existing Data Call clients and/or
      customers, and these requests and/or purchases of service would, by definition,
      fall within the scope of this agreement, Data Call shall process and book the
      sale independent of the Marketer.  In these third party sales
      instances, and in consideration of this agreement, Marketer shall be
      commissioned and receive credit for these sales, against minimum requirements
      and in excess of minimum requirements as defined in Attachment A.  In
      consideration of Data Call handling the sale, and applying credit and
      commissions to Marketer, Data Call may charge a one time administration fee
      not
      to exceed $75.00.  Pricing and commissions shall be paid to Marketer
      as defined in Section A2.2 on Attachment A of this Agreement.

    


    
      	
              2.4

            	
              Covenants,
                Except as restricted by this Agreement, effective as of the date
                of this
                Agreement, Marketer acknowledges and agrees that in its
                capacity:

            


    

    


    
      	
               

            	
              a.

            	
              Marketer
                has built business and independent relationships within the PEG industry
                for the sales, distribution, deployment, and support of various
                proprietary service products.  Further, Marketer acknowledges
                and agrees this Agreement will elicit additional contacts which may/will
                fall outside of these established relationships.  Marketer shall
                be bound to the same set pricing structures to all potential sales
                and/or
                sales prospects, irrespective of previous working relationships which
                may
                or may not be previously established by
                Marketer.

            


    

    


    
      	
               

            	
              b.

            	
              Marketer
                shall have exclusive rights, as described in this Agreement, for
                the
                following areas:

            


    

    
      	
               

            	
              1.

            	
              Lower
                48 Contiguous United States

            


    

    
      	
               

            	
              2.

            	
              Alaska
                and Hawaii

            


    

    


    
      	
               

            	
              c.

            	
              Marketer
                shall have first right of refusal for marketing Data Call products
                to
                industries, companies, and/or entities which are not defined in Section
                2.1and Section 2.2 of this agreement.   Marketer must
                receive prior written approval for all instances where Marketer markets
                Data Call products to industries, companies, and/or entities outside
                the
                scope of Section 2.1 of this agreement.  Parties agree to
                utilize, to the best of their abilities, an online database system
                to
                register and verify accounts which might be considered for inclusion
                to
                the first right of refusal. Marketer acknowledges and accepts that
                pricing, commissions, and/or credits for these sales will be inspected
                and
                formulated on a case-by-case basis.

            


    

    


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    3.    MARKETER
      RESPONSIBILITIES

    


    3.1           Day-to-Day
      Management.  Marketer shall be responsible for the overall
      day-to-day management of Marketer issues.

    


    
      	
              3.2

            	
              Information
                Technology Management.  Marketer shall be responsible for
                the management of client account hardware, client account software,
                and
                client account delivery systems (i.e., Internet, Cable Broadcast,
                etc.),
                for all sales which are marketed directly by Marketer, to clientele
                which
                falls within scope defined as PEG in Section 2.1, but not in Section
                2.3,  of this agreement.

            


    

     

    
      	
              3.3

            	
              Client
                Account/System Activation.  Marketer will activate all
                services via the Data Call website for information feeds for sales
                related
                to, and defined as PEG in Section 2.2, but not in Section 2.3 of
                this
                agreement.

            


    

    


    
      	
              3.4

            	
              Data
                Flow.  Marketer will pull and/or download, from Data Call
                servers, relevant rss, xml, xml grouped, xml ungrouped and ASCII
                code to
                Marketer’s servers/hardware for redistribution to clients/customers as
                defined in Section 3.2 of this
                agreement.

            


    

    


    
      	
              3.5

            	
              Client/Customer
                Management.  Marketer shall be responsible for the
                development and management of billing systems, and customer support
                systems for those clients/customers sold, which fall under classifications
                defined in Section 2.1, but not in Section 2.3, of this
                agreement.

            


    

    


    
      	
              3.6

            	
              Marketer
                Reporting.  Marketer shall report, via electronic
                submission, all monthly sales, which fall within classifications
                outlined
                in Section 2.1, but not in Section 2.3, of this agreement, no later
                than
                five (5) business days past the last day of that month.  If this
                day falls on a weekend or a business holiday, Marketer shall submit
                this
                report the first business day immediately
                following.

            


    

    


    
      	
              3.7

            	
              Account
                Auditing.  Marketer agrees to periodic account audits by
                Data Call.

            


    

    


    


    4.    DATA
      CALL RESPONSIBILITIES

    


    
      	
              4.1

            	
              Information
                Technology Management.  Data Call shall be solely
                responsible for the design, development, supply production and performance
                of its Data Call Direct Lynk MessengerTM
                service(s)
                and the protection of its patents, trademarks and trade names. Data
                Call
                shall be responsible for the management of client account hardware,
                client
                account software, and client account delivery systems (i.e., Internet,
                Cable Broadcast, etc.), for all sales which are marketed and/or sold
                to
                third party customers which falls within scope defined as PEG in
                Sections
                2.1 and 2.3,  of this
                agreement.

            


    

    


    
      	
              4.2

            	
              Server
                Configurations.  Data Call shall acquire hardware, software,
                and internet bandwidth for the purpose of providing dedicated Direct
                Lynk
                MessengerTM
                service(s)
                to industries defined in this
                agreement.

            


    

    


    
      	
              4.3

            	
              Client
                Account/System Activation.  Data Call will activate all
                services via the Data Call website for information feeds for sales
                related
                to, and defined as PEG in Sections 2.1, and 2.4 of this
                agreement.

            


    

    


    
      	
              4.4

            	
              Client/Customer
                Management.  Data Call shall be responsible for the
                development and management of billing systems, and customer support
                systems for those clients/customers sold, which fall under classifications
                defined in Sections 2.1 and 2.3, of this
                agreement.

            


    

    


    
      	
              4.5

            	
              Data
                Call Reporting.  Data Call shall report, via electronic
                submission, all monthly sales, which fall within classifications
                outlined
                in Sections 2.1 and 2.3, of this agreement, no later than five (5)
                business days past the last day of that month.  If this day
                falls on a weekend or a business holiday, Marketer shall submit this
                report the first business day immediately
                following.

            


    

    


    
      	
              4.6

            	
              Price
                Adjustments.  Data Call must pre-approve any increase or
                decrease of set price structure(s).

            


    

    


    
      	
              4.7

            	
              Support.  Data
                Call shall provide assistance to Marketer, or Marketer’s designee, on
                one-on-one calls, conference calls, and technical support calls,
                as it
                relates to the efficient operation of Data Call’s Direct Lynk
                MessengerTM
                service(s).

            


    

    
      	
              4.8

            	
              Training.  Data
                Call shall provide training as needed to Marketer, and/or his Sales
                Representatives, on the use of Data Call’s Direct Lynk MessengerTM
                service(s).

            


    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    5.    PRICING,
      GUARANTEES, PAYMENT & TAXES


     

    
      	
              5.1

            	
              Prices.  To
                initiate this agreement, Marketer agrees to pay the sum of $4,500,00
                to
                Data Call on the effective date of this agreement.  Subsequent
                pricing to be paid by Marketer for products sold thereafter shall
                be the
                prices defined in Attachment A, attached
                hereto.

            


    

    


    
      	
              5.2

            	
              Guarantees.  In
                consideration of this exclusive Agreement, as defined in Section
                2.2,
                Marketer agrees to honor and maintain minimum Data Call Direct Lynk
                MessengerTM
                subscription
                requirements, as defined in Attachment A, attached
                hereto.

            


    

    


    
      	
              5.3

            	
              Payment.  Marketer
                shall pay Data Call monthly, within 15 days of submitting Marketer’s
                monthly report, as defined in Section 3.6 of this Agreement, all
                proceeds
                for sales made pursuant to this Agreement, and according to price
                structures/commission structures defined in Attachment
                A.  Pursuant to this Agreement, Marketer shall guarantee minimum
                subscription requirements, as defined in Attachment
                A.

            


    

    


    Data
      Call
      shall pay Marketer monthly, within 15 days of submitting Data Call’s report, as
      defined in Section 4.5 of this Agreement, all proceeds for third party sales
      made by Data Call pursuant to this Agreement, and according to price
      structures/commission structures defined in Attachment A, minus any and all
      applicable administrative fees, as defined in Section 2.3

    


    
      	
              5.4

            	
              Taxes.  Both
                Parties agree to pay all applicable sales, value-added and other
                transactional taxes associated with their respective sale of products,
                as
                defined in this agreement.

            


    

    


    


    6.    TERM
      AND TERMINATION

    


    
      	
              6.1

            	
              Term.   This
                Agreement shall commence on the Effective date, as defined in this
                Agreement.  The initial term of the Agreement shall be three
                years, at which time the Agreement will automatically renew for successive
                one year periods, until terminated as provided in Section 6.2, or
                by
                mutual consent.

            


    

    


    
      	
              6.2

            	
              Termination.   This
                Agreement may be terminated prior to expiration of the initial or
                any
                renewal term by written notice to the other Party as
                follows:

            


    

    


    
      	
               

            	
              a.

            	
              By
                Data Call, effective with 60 days written notice, in the event that
                Marketer breaches any of the terms of this
                Agreement.

            


    

    


    
      	
               

            	
              b.

            	
              By
                Data Call, effective with 30 days written notice, if Marketer shall
                become
                the subject of any voluntary or involuntary bankruptcy, receivership
                or
                insolvency proceeding, shall make an assignment for the benefit of
                any
                creditor, or shall attempt to make any other assignment contrary
                to the
                provisions of this Agreement.

            


    

    


    
      	
               

            	
              c.

            	
              By
                Data Call, effective with 60 days written notice, if in the opinion
                of
                Data Call, there has occurred any material change in the ownership,
                management, sales and marketing capability or financial condition
                of
                Marketer, which would adversely affect the spirit of this Agreement,
                and
                Marketer’s ability to satisfy the conditions of this
                Agreement.

            


    

    


    
      	
               

            	
              d.

            	
              By
                Data Call, effective with 30 days written notice, if Marketer has
                engaged
                in deceptive, unethical or illegal trade practices in connection
                with the
                sale of Data Call Direct Lynk MessengerTM
                product.

            


    

    


    
      	
               

            	
              e.

            	
              By
                Marketer, effective with 60 days written notice, in the event that
                Data
                Call breaches any of the terms of this
                Agreement.

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    
      	
               

            	
              f.

            	
              By
                Marketer, effective with 30 days written notice, if Data Call shall
                become
                the subject of any voluntary or involuntary bankruptcy, receivership
                or
                insolvency proceeding, make an assignment for the benefit of any
                creditor,
                or shall attempt to make any other assignment contrary to the provisions
                of this Agreement.

            


    

    


    
      	
               

            	
              g.

            	
              By
                Marketer, effective with 60 days written notice, if in the opinion
                of
                Marketer, there has occurred any material change in the ownership,
                management, sales and marketing capability or financial condition
                of Data
                Call, which would adversely affect the spirit of this Agreement,
                and Data
                Call’s ability to satisfy the conditions of this
                Agreement.

            


    

    


    
      	
               

            	
              h.

            	
              By
                Marketer, effective with 30 days written notice, if Data Call has
                engaged
                in deceptive, unethical or illegal trade practices in connection
                with the
                sale of Data Call Direct Lynk MessengerTM
                product.

            


    

    


    
      	
               

            	
              I.

            	
              By
                mutual agreement, effective on mutually agreed upon date (Effective
                Date
                of Termination), from both Parties.

            


    

    


    
      	
               

            	
              j.

            	
              By
                both Parties, effective with 90 days written notice, at the expiration
                of
                this Agreement, or the expiration of a subsequent renewal of this
                agreement.

            


    

    


    
      	
              6.3

            	
              Rights
                of Parties on Termination of the Agreement.   The
                following provisions shall apply on termination of this
                Agreement:

            


    

    


                  
      A           Mutually
      Agreed Termination.

    


    
      	
               

            	
              1.

            	
              Marketer
                shall cease all sales activities relating to the Direct Lynk
                MessengerTM
                product,
                shall return to Data Call all sales and marketing related material
                supplied by Data Call and all Confidential Information which is then
                in
                Marketer’s possession or control. On the Effective Date of
                Termination,  Marketer shall discontinue presenting Marketer as
                a contracted partner of Data Call.

            


    

    


    
      	
               

            	
              2.

            	
              Data
                Call shall cease all activities related to the production of Direct
                Lynk
                MessengerTM
                information
                feeds for Marketer.  Additionally, Data Call shall cease
                referring to Marketer as a contracted partner  of Data
                Call.

            


    

    


    
      	
               

            	
              3.

            	
              Upon
                the mutually agreed termination, Data Call shall continue to provide
                the
                Direct Lynk MessengerTM
                to Marketer
                for accounts which Marketer has effective contracts, have been reported
                and paid to Data Call, previous to the Effective Date of Termination.
                Data
                Call shall provide these information feeds until the expiration of
                such
                Marketer-Customer agreements, for a period not to exceed twelve (12)
                calendar months from the Effective Date of
                Termination.

            


    

    


    
      	
               

            	
              4.

            	
              In
                consideration of existing customer/client contracts/agreements which
                Marketer may have in effect at the date of termination, Marketer
                shall
                have the right and authorization to procure like or similar products
                and/or services required or necessary to service its
                customers/clients.  This may include contracting with entities
                which may or could be considered competitive to Data Call’s
                operations.  However, Marketer shall be prohibited, and agrees
                not to convey or deliver ANY Data Call proprietary information, market
                strategies, future product information,
                trademark/copyright  information, or any other confidential
                knowledge, Marketer may have gained during the term of this Agreement,
                to
                ANY external entity, for a period of two (2) years from the effective
                date
                of the termination.  Additionally, Marketer shall be prohibited
                from using any proprietary knowledge obtained during the term of
                this
                Agreement to compete with, or assist other entities, in competing
                directly
                with Data Call.

            


    

     

    
      	
               

            	
              5.

            	
              In
                consideration of Data Call’s commitment to Marketer for exclusive rights
                to the PEG industry, and the potential loss of business and/or revenue
                attached to termination of this Agreement, Data Call shall have the
                right
                and authorization to procure like or similar partners to Marketer,
                to
                deliver the  Direct Lynk MessengerTM
                product to
                the PEG industry.  Data Call, however, shall be prohibited to
                convey or deliver ANY Marketer proprietary information, marketing
                strategies, future product information, trademark/copyright information,
                or any other confidential knowledge, Data Call may have gained during
                the
                term of this Agreement, to ANY external entity, for a period of two
                (2)
                years from the effective date of the termination.  Additionally,
                Data Call shall be prohibited from using any proprietary knowledge
                obtained during the term of this Agreement to compete with, or assist
                other entities, in competing directly with
                Marketer.

            


    

    


    
      	
               

            	6.	
              
                a.    
                  All
                  indebtedness of Marketer to Data Call, notwithstanding prior terms
                  of
                  sale, shall become immediately due and payable.  Data Call shall
                  be entitled to reimbursement of reasonable attorney’s’s fees that it may
                  incur in collecting such indebtedness.  Data Call may offset and
                  recoup any sums owed or to become owed to Data Call from Marketer
                  against
                  any sums owed by Data Call to Marketer.

              

            	
            	
               

            


    

     

    
      	
               

            	
              b.

            	
              All
                indebtedness of Data Call to Marketer, notwithstanding prior terms
                of
                sale, shall become immediately due and payable.  Marketer shall
                be entitled to reimbursement of reasonable attorney’s fees that it may
                incur in collecting such indebtedness.  Marketer may offset and
                recoup any sums owed or to become owed to Marketer from Data Call
                against
                any sums owed by Marketer to Data
                Call.

            


    

    


    
      	
               

            	
              7.

            	
              Upon
                termination and subsequent expiration of all subscriptions, respective
                customers/clients shall become the property of the originating Party
                which
                initially sold the subscription, pursuant to definitions in Section
                2 of
                this Agreement.  Both Parties agree not to approach, engage,
                communicate, or attempt to sell services to the other Parties’
                customers/clients for a period of two (2) years from the Effective
                Date of
                Termination.

            


    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    B.           Termination
      Initiated By Data Call.

    


    
      	
               

            	
              1.

            	
              Pursuant
                to conditions, and Effective Dates of Termination, defined in Section
                6.2,
                Sub-Sections a through d, Marketer shall cease all sales activities
                relating to the Direct Lynk MessengerTM
                product,
                shall return to Data Call all Sales and marketing related material
                supplied by Data Call and all Confidential Information which is then
                in
                Marketer’s possession or control.  On the Effective Date of
                Termination, Marketer shall discontinue presenting Marketer as a
                contracted partner of Data Call

            


    

    


    
      	
               

            	
              2.

            	
              Pursuant
                to conditions, and Effective Dates of Termination, defined in Section
                6.2,
                Sub-Sections a through d, Data Call shall cease all activities related
                to
                the production of Direct Lynk MessengerTM
                information
                feeds for Marketer.  Additionally, Data Call shall cease
                referring to Marketer as a contracted partner of Data
                Call.

            


    

    


    
      	
               

            	
              3.

            	
              Pursuant
                to conditions, and Effective Dates of Termination, defined in Section
                6.2,
                Sub-Sections a through d, Data Call shall calculate monthly pro-rata
                refunds for all non-use subscriptions of Direct Lynk MessengerTM
                information
                feeds sold, by Marketer as defined in Sections 2.3 and
                2.4.  Data Call shall then pay to Marketer, the balance of
                non-used monthly subscriptions, minus an 8 percent administrative
                fee, no
                more than thirty (30) days after the Effective Date of
                Termination.

            


    

     

    
      	
               

            	
              4.

            	
              a.

            	
              All
                indebtedness of Marketer to Data Call, notwithstanding prior terms
                of
                sale, shall become immediately due and payable.  Data Call shall
                be entitled to reimbursement of reasonable attorney’s fees that it may
                incur in collecting such indebtedness.  Data Call may offset and
                recoup any sums owed or to become owed to Data Call from Marketer
                against
                any sums owed by Data Call to
                Marketer.

            


    

    


    


    
      	
               

            	
              b.

            	
              All
                indebtedness of Data Call to Marketer, notwithstanding prior terms
                of
                sale, shall become immediately due and payable.  Marketer shall
                be entitled to reimbursement of reasonable attorney’s fees that it may
                incur in collecting such indebtedness.  Marketer may offset and
                recoup any sums owed or to become owed to Marketer from Data Call
                against
                any sums owed by Marketer to Data
                Call.

            


    

    


    
      	
               

            	
              5.

            	
              Upon
                termination, respective customers/clients shall become the property
                of the
                originating Party which initially sold the subscription, pursuant
                to
                definitions in Section 2 of this Agreement.  Both Parties agree
                not to approach, engage, communicate, or attempt to sell services
                to the
                other Parties’ customers/clients for a period of two (2) years from the
                Effective Date of Termination.

            


    

    


    
      	
               

            	
              6.

            	
              In
                consideration of existing customer/client contracts/agreements which
                Marketer may have in effect at the date of termination, Marketer
                shall
                have the right and authorization to procure like or similar products
                and/or services required or necessary to service its
                customers/clients.  This may include contracting with entities
                which may or could be considered competitive to Data Call’s
                operations.  However, Marketer shall be prohibited, and agrees
                not to convey or deliver ANY Data Call proprietary information, market
                strategies, future product information,
                trademark/copyright  information, or any other confidential
                knowledge, Marketer may have gained during the term of this Agreement,
                to
                ANY external entity, for a period of two (2) years from the effective
                date
                of the termination.  Additionally, Marketer shall be prohibited
                from using any proprietary knowledge obtained during the term of
                this
                Agreement to compete with, or assist other entities, in competing
                directly
                with Data Call.

            


    

    


    
      	
               

            	
              7.

            	
              In
                consideration of Data Call’s commitment to Marketer for exclusive rights
                to the PEG industry, and the potential loss of business and/or revenue
                attached to termination of this Agreement, Data Call shall have the
                right
                and authorization to procure like or similar partners to Marketer,
                to
                deliver the  Direct Lynk MessengerTM
                product to
                the PEG industry.  Data Call, however, shall be prohibited to
                convey or deliver ANY Marketer proprietary information, marketing
                strategies, future product information, trademark/copyright information,
                or any other confidential knowledge, Data Call may have gained during
                the
                term of this Agreement, to ANY external entity, for a period of two
                (2)
                years from the effective date of the termination.  Additionally,
                Data Call shall be prohibited from using any proprietary knowledge
                obtained during the term of this Agreement to compete with, or assist
                other entities, in competing directly with
                Marketer.

            


    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

               C.           Termination
      Initiated By Marketer.

    


    
      	
               

            	
              1.

            	
              Pursuant
                to conditions, and Effective Dates of Termination, defined in Section
                6.2,
                Sub-Sections e through g, Marketer shall cease all sales activities
                relating to the Direct Lynk MessengerTM
                product,
                shall return to Data Call all Sales and marketing related material
                supplied by Data Call and all Confidential Information which is then
                in
                Marketer’s possession or control.  On the Effective Date of
                Termination, Marketer shall discontinue presenting Marketer as a
                contracted partner of Data Call

            


    

     

    
      	
               

            	
              2.

            	
              Pursuant
                to conditions, and Effective Dates of Termination, defined in Section
                6.2,
                Sub-Sections e through g, Data Call shall cease all activities related
                to
                the production of Direct Lynk MessengerTM
                information
                feeds for Marketer.  Additionally, Data Call shall cease
                referring to Marketer as a contracted partner of Data
                Call.

            


    

    


    
      	
               

            	
              3.

            	
              Pursuant
                to conditions, and Effective Dates of Termination, defined in Section
                6.2,
                Sub-Sections e through g, Data Call shall calculate monthly pro-rata
                refunds for all non-use subscriptions of Direct Lynk MessengerTM
                information
                feeds sold, by Marketer as defined in Sections 2.3 and
                2.4.  Data Call shall then pay to Marketer, the balance of
                non-used monthly subscriptions, no more than thirty (30) days after
                the
                Effective Date of Termination.

            


    

    


    
      	
               

            	
              4.

            	
              a.

            	
              All
                indebtedness of Marketer to Data Call, notwithstanding prior terms
                of
                sale, shall become immediately due and payable.  Data Call shall
                be entitled to reimbursement of reasonable attorney’s fees that it may
                incur in collecting such indebtedness.  Data Call may offset and
                recoup any sums owed or to become owed to Data Call from Marketer
                against
                any sums owed by Data Call to
                Marketer.

            


    

    


    


    
      	
               

            	
              b.

            	
              All
                indebtedness of Data Call to Marketer, notwithstanding prior terms
                of
                sale, shall become immediately due and payable.  Marketer shall
                be entitled to reimbursement of reasonable attorney’s fees that it may
                incur in collecting such indebtedness.  Marketer may offset and
                recoup any sums owed or to become owed to Marketer from Data Call
                against
                any sums owed by Marketer to Data
                Call.

            


    

    


    
      	
               

            	
              5.

            	
              Upon
                termination, respective customers/clients shall become the property
                of the
                originating Party which initially sold the subscription, pursuant
                to
                definitions in Section 2 of this Agreement.  Both Parties agree
                not to approach, engage, communicate, or attempt to sell services
                to the
                other Parties’ customers/clients for a period of two (2) years from the
                Effective Date of Termination.

            


    

    


    
      	
               

            	
              6.

            	
              In
                consideration of existing customer/client contracts/agreements which
                Marketer may have in effect at the date of termination, Marketer
                shall
                have the right and authorization to procure like or similar products
                and/or services required or necessary to service its
                customers/clients.  This may include contracting with entities
                which may or could be considered competitive to Data Call’s
                operations.  However, Marketer shall be prohibited, and agrees
                not to convey or deliver ANY Data Call proprietary information, market
                strategies, future product information,
                trademark/copyright  information, or any other confidential
                knowledge, Marketer may have gained during the term of this Agreement,
                to
                ANY external entity, for a period of two (2) years from the effective
                date
                of the termination.  Additionally, Marketer shall be prohibited
                from using any proprietary knowledge obtained during the term of
                this
                Agreement to compete with, or assist other entities, in competing
                directly
                with Data Call.

            


    

    


    
      	
               

            	
              7.

            	
              In
                consideration of Data Call’s commitment to Marketer for exclusive rights
                to the PEG industry, and the potential loss of business and/or revenue
                attached to termination of this Agreement, Data Call shall have the
                right
                and authorization to procure like or similar partners to Marketer,
                to
                deliver the  Direct Lynk MessengerTM
                product to
                the PEG industry.  Data Call, however, shall be prohibited to
                convey or deliver ANY Marketer proprietary information, marketing
                strategies, future product information, trademark/copyright information,
                or any other confidential knowledge, Data Call may have gained during
                the
                term of this Agreement, to ANY external entity, for a period of two
                (2)
                years from the effective date of the termination.  Additionally,
                Data Call shall be prohibited from using any proprietary knowledge
                obtained during the term of this Agreement to compete with, or assist
                other entities, in competing directly with
                Marketer.

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    7.    NON-COMPETITION

    


    
      	
              7.1

            	
              Non-Competition.   Parties
                acknowledge and agree that by entering into this Agreement, Parties
                will
                obtain significant competitive information that would give Parties
                an
                unfair competitive advantage against the other in their respective
                industry and business model.  Therefore, Parties agree NOT TO
                engage in the following, during the Effective dates or during the
                term of
                this Agreement:

            


    

    


    
      	
               

            	
              a.

            	
              Data
                Call shall not engage, solicit, develop, or set up any similar
                partnerships or business relationships with any entity which delivers
                services, products and/or solutions, primarily designed to target
                markets
                commonly referred to as the PEG Industry.  With the exception of
                circumstances defined in Section 2 of this Agreement, Data Call shall
                direct any business, commonly referred to as the PEG industry, to
                Marketer
                for sales and processing.

            


    

    


    
      	
               

            	
              b.

            	
              Data
                Call shall not formulate, develop, or effectively set up any associated
                or
                affiliated entity which is similar in nature to the business of Marketer,
                nor shall Data Call assist other entities in doing
                so.

            


    

    


    
      	
               

            	
              c.

            	
              Marketer
                shall not engage, solicit, develop, or set up any similar partnerships
                or
                business relationships with any entity which delivers services, products
                and/or solutions similar to products offered by Data
                Call.  Marketer shall not enter into agreements with entities
                which are considered competitive to Data Call in the general business
                of
                delivering aggregated or non-aggregated informational feed
                sources.

            


    

    


    
      	
               

            	
              d.

            	
              Marketer
                shall not formulate, develop, or effectively set up any associated
                or
                affiliated entity which is similar in nature to the business of Data
                Call,
                nor shall Marketer assist other entities in doing
                so.

            


    

    


    
      	
               

            	
              f.

            	
              Data
                Call shall not directly assist any of its other dealers, partners
                or
                resellers, who may have cross-markets which may compete with Marketer,
                insomuch as aiding those dealers, partners or resellers with an unfair
                competitive advantage over
                Marketer.

            


    

    


    
      	
               

            	
              g.

            	
              Marketer
                shall not directly assist any of its other dealers, partners or resellers,
                who may have cross-markets which may compete with Data Call, insomuch
                as
                aiding those dealers, partners or resellers with an unfair competitive
                advantage over Data Call.

            


    

    


    
      	
               

            	
              h.

            	
              Except
                in instances where Parties have preexisting relationships with entities
                for business opportunities and purposes outside the scope of this
                exclusive PEG Agreement, both Parties agree not to act or serve as
                an
                owner, partner, shareholder, officer, employee, dealer, sub-dealer,
                licensee, consultant or formal or informal advisor of any person
                or entity
                who offers, provides, markets, procures or refers customers for any
                substantially similar product where such similar product is in direct
                competition with the products of the either Data Call or Marketer,
                respectively.  Both Parties shall have the right to engage new
                relationships with persons or entities to the extent of pursuing
                business
                opportunities and purposes, provided those opportunities and purposes
                fall
                outside the scope and intent of this
                Agreement

            


    

    


    
      	
               

            	
              I.

            	
              During
                the term of this Agreement and for a period of two (2) years after
                termination of this Agreement, Both Parties agree NOT TO directly
                or
                indirectly request any customer whom they know or should know to
                be a
                customer of the other party, to curtail, cancel or otherwise limit
                such
                customer’s use of other party’s products, otherwise solicit, divert or
                attempt to solicit or divert any such customer to use any substantially
                similar product from any other company where such similar product
                is in
                direct competition with products of the other
                party.

            


    

     

    
      	
              7.2

            	
              Contract
                Interpretation.   To the extent a court of competent
                jurisdiction determines the provisions of Section 7.1 to be unenforceable
                as written, Marketer and Data Call authorize and request such court
                to
                reform such provisions construing and interpreting same broadly,
                to
                provide Data Call with the maximum permissible protections against
                Marketer competition.

            


    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    8.    WARRANTY

    


    
      	
              8.1

            	
              Limited
                Warranty.   All products sold to Marketer hereunder
                shall be subject to Data Call’s standard limited warranty for the
                respective product (“Product Warranty”).  The Product Warranty
                shall be extended to end user purchasers of products from Data Call
                who
                purchase such products within twelve months of the date the products
                are
                provided to Marketer.  Provided it falls within the
                aforementioned time period, the warranty period for a product shall
                commence upon the date stated in the Product Warranty.  The
                limited warranty statement included in the Product Warranty is the
                exclusive statement of the controlling terms and conditions of the
                limited
                warranties on the products.  Nothing in this Agreement or any
                other written documentation or any oral communications with Marketer
                or
                other parties may alter the terms and conditions of the Product
                Warranty.  Data Call may, in its sole discretion, revise its
                limited warranties from time to time, however, no change in limited
                warranties will affect product orders already accepted by Data
                Call.  Marketer shall not offer or extend any warranty on the
                products other than the Product Warranty.  Marketer agrees to
                pass on to Marketer’s end-users only Data Call’s limited warranties and
                Marketer will be liable for any greater warranty that Marketer purportedly
                transfers to any end user.  Marketer will indemnify, defend and
                hold Data Call harmless for any damages or other costs (including
                reasonable and necessary attorney’s fees and/or litigation costs) that
                arise or in any way relate to Marketer’s failure to properly inform
                Marketer’s end-users of current limited
                warranties.

            


    

    


    
      	
              8.2

            	
              Disclaimer
                of Warranties.  DATA CALL MAKES NO EXPRESS OR IMPLIED
                WARRANTIES FOR THE PRODUCTS EXCEPT AS INCLUDED IN THE PRODUCT WARRANTY
                (as
                discussed in Section 8.1).  COMPANY DOES NOT WARRANT THAT
                MARKETER’S ABILITY TO ACCESS DATA CALL’S WEB SITE WILL BE UNINTERRUPTED OR
                ERROR FREE.  NO WARRANTY OR ASSURANCE, EXPRESS, IMPLIED, OR
                STATUTORY, IS MADE OR GIVE BY COMPANY WITH RESPECT TO ITS SERVICES
                HEREUNDER, THE WEB SITE OR ANY OTHER MATTER, INCLUDING, WITHOUT LIMITATION
                (AND DATA CALL SPECIFICALLY AND EXPRESSLY DISCLAIMS) ALL WARRANTIES
                OF
                MERCHANTABILITY AND FITNESS FOR A PARTICULAR
                PURPOSE.

            


    

    


    


    9.    CONFIDENTIALITY
      AND PROPRIETARY RIGHTS

    


    
      	
              9.1

            	
              Definition
                of Confidential Information.  “Confidential Information”
                means any information or data disclosed by, either Party to the other
                Party, in contemplation of this Agreement, including but not limited
                to,
                data, know-how, algorithms, computer programs, processes, improvements,
                designs, devices, systems, test results, sketches, photographs, plans,
                drawings, product concepts, specifications, reports, laboratory notebooks,
                business and financial plans, strategies, budgets, vendor, customer
                and
                distributor names, addresses or related data, pricing information,
                production or manufacturing information, product sales information
                or
                forecasts, inventions, ideas, and which if in tangible form or other
                media
                that can be converted to readable form is clearly marked a proprietary,
                confidential or private when disclosed, or if oral or visual, is
                promptly
                identified in writing as proprietary, confidential or
                private.  If either Party inadvertently fails to mark or
                identify as proprietary, confidential or private information for
                which it
                desires confidential treatment, it shall so inform the other
                Party.  The other Party  thereupon shall return the
                unmarked information, and shall substitute properly marked
                information.  In addition, if either Party, at the time of
                disclosure, inadvertently fails to identify as proprietary, confidential
                or private oral or visual information for which it desires confidential
                treatment, it shall so inform the other Party and advise and obligations
                hereunder shall commence upon such
                notice.

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    
      	
              9.2

            	
              Exempted
                Confidential Information.  Any written consent to disclose
                Confidential Information (“Exempted Confidential Information”) shall be
                strictly construed in its scope and interpretation against disclosure
                of
                Confidential Information and shall be strictly construed in its scope
                to
                limit the amount of information which constitutes Exempted Confidential
                Information.

            


    

    


    
      	
              9.3

            	
              Use.  Both
                Parties agree to use the Confidential Information for only the purpose
                of
                this Agreement and subject to the disclosure limitations set forth
                herein.  No patent, copyright, trademark, service mark or other
                proprietary right is implied, licensed, granted or otherwise transferred
                by this Agreement.

            


    

    


    
      	
              9.4

            	
              Non-Disclosure.  Neither
                Party shall
                disclose, communicate or convey the Confidential Information, in
                whole or
                part, to any third party.  Both Parties shall restrict the
                disclosure of Confidential Information to employees with a need to
                know
                such Confidential Information for the furtherance of the purpose
                of this
                Agreement, and only after advising such employee(s) for their obligations
                hereunder to maintain the confidential and proprietary nature of
                the
                Confidential Information.  Both Parties shall protect the
                Confidential Information with at least the degree of care with which
                it
                protects its own confidential and proprietary information, but in
                no case
                with less than a reasonable degree of
                care.

            


    

    


    
      	
              9.5

            	
              Reproduction.  Confidential
                Information Shall be copied only as necessary for those employees
                entitled
                to receive it and Marketer shall ensure that any confidentiality
                notice
                affixed to the original are reproduced on any and all resulting
                copies.

            


    

    


    
      	
              9.6

            	
              Injunctive
                Relief.  Parties acknowledge and agree that an impending or
                existing violation of Sections 10 or 11 would cause the other Party
                irreparable injury for which they would have no adequate remedy at
                law
                and, therefore, Parties agree that the other Party shall be entitled
                to
                obtain immediate injunctive relief prohibiting such violation, in
                addition
                to any other rights and remedies available to
                it.

            


    

    


    
      	
              9.7

            	
              Exceptions
                to the Non-Disclosure and Non-Use Obligations. The non-disclosure and
                non-use obligations imposed by this Agreement shall
                not apply, or shall cease to apply, to any Confidential Information
                if or
                when, and to the extent that, Parties can establish that such Confidential
                Information:

            


    

    


    
      	
               

            	
              a.

            	
              Was
                known by Parties, or its parents, subsidiaries or affiliates prior
                to the
                receipt of the same.

            


    

    


    
      	
               

            	
              b.

            	
              Was,
                or becomes through no breach of either Party’s obligations hereunder,
                known to the public.

            


    

    


    
      	
               

            	
              c.

            	
              Becomes
                known by Parties, or its parents, subsidiaries or affiliates from
                sources
                other than or under circumstances not involving any breach of any
                confidentiality obligation between such source and respective
                Party.

            


    

    


    
      	
               

            	
              d.

            	
              Is
                or was independently developed by either Party or its parents,
                subsidiaries or affiliates without the use of other Party’s Confidential
                Information.

            


    

    


    
      	
               

            	
              e.

            	
              Is
                required to be disclosed by law, statute, rule, regulation, Court
                order or
                other valid legal process, or order of any governmental body of the
                United
                States or any political subdivisions thereof, but only to the extent
                of
                and for the purposes of such law, statute, rule, regulation or order,
                and
                only if Party first notifies other Party of the pending disclosure
                and
                permits objections and/or seeks appropriate
                protections.

            


    

    


    
      	
              9.8

            	
              Return
                or Destruction of Confidential Information.  Confidential
                Information, including any permitted copies, shall be deemed the
                property
                of producing Party.  Parties shall, within twenty (20) days of
                (a) a written request by other Party or a written notice of termination
                of
                this Agreement, return all Confidential Information (or any designated
                portion thereof), including all copies thereof, to the other Party
                or, if
                so directed by Parties, destroy such Confidential
                Information.  Parties shall also, within ten (10) days of a
                written request, certify in writing that it has satisfied its obligations
                under this Section.

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    
      	
              9.9

            	
              No
                Warranties on Confidential Information.  Neither Party
                warrants or guarantees the accuracy of any Confidential
                information.

            


    

    


    
      	
              9.10

            	
              Civil
                Legal Actions.  Disputes shall be resolved by binding
                arbitration between the Parties.  Arbitration is the referral of
                a dispute to one or more impartial persons for a final and binding
                determination and is designed for a quick, practical, and inexpensive
                resolution of claims.  The arbitration between Marketer and Data
                Call will be conducted in accordance with the Commercial Arbitration
                Rules
                of the American Arbitration Association and, to the extent not
                inconsistent with such rules, the Federal Arbitration Act, subject
                to the
                following modifications:

            


    

    


    
      	
               

            	 	
              a.

            	
              The
                arbitration shall be conducted before a single arbitrator who shall
                be
                experienced in the resolution of commercial
                disputes.

            


    

    


    
      	
               

            	
              b.

            	
              The
                site of the arbitration shall be the city, county and state which
                Data
                Call is located.

            


    

    


    
      	
               

            	
              c.

            	
              The
                substantive law which shall govern the interpretation of this agreement
                and the resolution of any Dispute will be the law of the state where
                Data
                Call is located.

            


    

    


    
      	
               

            	
              d.

            	
              The
                arbitration shall not include any party other than the Data Call
                and
                Marketer and shall not be joined or consolidated with any other
                arbitration.

            


    

    


    
      	
               

            	
              e.

            	
              In
                determining the appropriate relief to be awarded, the arbitrator
                shall not
                have jurisdiction to award consequential or punitive damages to any
                party
                in the arbitration or either party its costs, expert witness or attorney's
                fees; provided that, if either restriction on jurisdiction conflicts
                with
                the substantive law applicable to the arbitration, the substantive
                law
                with respect to such restriction shall control.  If attorney's
                fees are awardable under the substantive law pertaining to the
                arbitration, then the prevailing party shall be entitled to recover
                its
                reasonable attorney's fees.  The maximum amount of such fees
                shall not exceed the ratio of the recovery actually awarded the prevailing
                party to the total recovery sought by the prevailing
                party.  (i.e., If a party is awarded one-half of the recovery it
                sought, then the maximum amount of attorney's fees to which it would
                be
                entitled would be one half of its actual
                fees).

            


    

    


    
      	
               

            	
              f.

            	
              The
                prevailing party in any of the following matters (without regard
                to
                Sub-Section e) shall be entitled to recover its reasonable attorney's
                fees
                incurred in connection with such matters; any motion which any party
                is
                required to make in the courts to compel arbitration of dispute;
                any
                appeal of an arbitration award, whether to the arbitrator or the
                courts,
                for the purpose of vacating, modifying, or correcting the
                award.

            


    

    


    Limitation
      of Action.  All arbitration claims must be filed within 12 months
      after the date in which the incident giving rise to the dispute occurred;
      provided that, if the substantive law applicable to the arbitration prohibits
      the parties from agreeing to this limitation period, then the limitation period
      under the applicable substantive law shall control.  The failure of a
      party to file an arbitration claim within the applicable limitation period
      shall
      constitute a waiver by that party of its right to bring such a claim, and the
      arbitrator shall have no jurisdiction to hear any claim not filed within such
      period

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    10.    INTELLECTUAL
      PROPERTY

    


    
      	
              10.1

            	
              Trademarks
                and Trade Names.  All Products sold to Marketer shall not
                bear Data Call’s trademarks. If in the event a trademark, copyright and/or
                service mark (collectively, the “Marks”) inadvertently appears in feeds
                provided by Data Call, Marketer is authorized to conceal or alter
                any such
                Marks without Data Call’s prior written consent.  Marketer
                understands and acknowledges that all Marks used by Data Call, along
                with
                all copyright, trademark, service mark, trade secret, patent and
                all other
                intellectual property rights (including all rights of registration
                or
                renewal thereof and all causes of action related thereto) (collectively,
                the “Intellectual Property Rights”) associated therewith, are
                the

            


    


    
      	
               

            	
              property
                of Data Call.  Subject to the terms and conditions of this
                Agreement, Data Call grants Marketer a limited, exclusive,
                non-transferable, revocable license during the term of this Agreement
                to
                use and reproduce such Marks in advertisements and other promotional
                materials relating to the Products in accordance with such standards
                for
                use of Marks (“Standards for Use of Marks”) as established by Data Call
                and posted on the Data Call corporate web site
                www.datacalltech.com.   All advertisements and other
                promotional materials using Data Call’s Marks that are prepared by
                Marketer shall include an appropriate notice indicating that such
                Marks
                are the property of Data Call. Marketer shall not use Data Call’s Marks or
                name as part of Marketer’s corporate or business name, provided that
                Marketer may identify itself as an authorized Marketer of Data Call.
                Marketer shall not register any of Data Call’s Marks or any mark or name
                closely resembling them. Any unauthorized use of the Marks, any use
                not in
                compliance with this Agreement or with the Standards for Use of Marks,
                or
                any action that, in Data Call’s sole discretion, constitutes infringement
                of the Marks by Marketer, shall constitute a breach of this
                Agreement.

            


    

    


    
      	
              10.2

            	
              Data
                Call Rights; Termination.  Marketer acknowledges that it has
                no rights in or to the Marks except as provided herein and shall
                not
                acquire any rights in the Marks or expectancy to their use as a result
                of
                any use of the Marks by Marketer, and that any good will arising
                out of
                any use of the Marks by, through or under Marketer shall inure solely
                to
                the benefit of Data Call.  Following termination of this
                Agreement, such license shall expire and Marketer shall immediately
                discontinue use of any Marks (and any other trademarks or service
                marks
                which Data Call deems to be confusingly similar thereto) and shall
                promptly destroy or, at Data Call’s option, forward to Data Call all
                advertising and promotional materials, displays, order forms, signage,
                and
                all other materials that contain any
                Marks.

            


    

    


    
      	
              10.3

            	
              Other
                Rights.  Marketer acknowledges that the Products involve
                valuable Intellectual Property Rights.  As between Data Call and
                Marketer, Data Call shall retain all right, title, and interest therein,
                and no title to or ownership of any Intellectual Property Right associated
                with the Products are transferred to Marketer under this
                Agreement.

            


    

    


    


    11.    NOTICES

    


    
      	
              11.1

            	
              Notices.  Any
                written notice, demand or communication required to be given as defined
                in
                this Agreement shall be personally delivered, delivered by a nationally
                recognized overnight courier service, or delivered by certified U.S.
                Mail,
                return receipt requested.  Any such written notice shall be
                addressed to the following applicable address, and shall be effective
                on
                the date actually delivered:

            


    

    


    
      	
               

            	
              If
                to Data Call

            	
              Data
                Call Technologies, Inc.

            


    

    600
      Kenrick, Suite B-12

    Houston,
      Texas 77060

    


    
      	
               

            	
              If
                to Marketer

            	
              Leightronix,
                Inc.

            


    

    2330
      Jarco Drive

    Holt,
      Michigan 48842

    


    


    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    12.    REPRESENTATION

    


    
      	
              12.1

            	
              Representation
                of Signatory Authority.  Each individual signatory hereto
                signs only in his/her capacity as an authorized representative of
                the
                respective Party indicated and not in his/her individual capacity,
                except
                that, each such individual does, in his/her individual capacity,
                represent
                and warrant that he/she is, in fact authorized to sign this Agreement
                on
                behalf of and to bind the respective Party on whose behalf he/she
                purports
                to act.

            


    

    


    IN
      WITNESS WHEREOF, the Parties have caused these presents to be duly executed
      on
      the date define as Effective Date.

    


    WITNESSES:

    
DATA CALL TECHNOLOGIES, INC. (Data
      Call)                          
LEIGHTRONIX, INC. (Marketer)

     

    (Signature of Authorized
      Representative)                                                   
(Signature of Authorized Representative)                            

    /S/
      Jim
      Ammons                                                                                                                              
/S/ David Leighton

     

    (Printed
      Name)                                                                                                                                (Printed
      Name)

    Jim Ammons                                                                                                              David
      Leighton

     

    (Title)                                                                                                                                                
(Title)

    President /
      CEO                                                                                                                                
      President

     

    (Dated)                                                                                                                                              (Dated)

    September 25,
      2007                                                                                                                          
Septemebr 25, 2007

    

 

    

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      



    ATTACHMENT
      A

    


    A1.    MINIMUM
      SUBSCRIPTION REQUIREMENTS

    
      [Removed
        due to confidentiality]



    


    A2.    PRICING
      STRUCTURES

    [Removed
      due to confidentiality]