In this task, you're given a passage that represents a legal contract or clause between multiple parties, followed by a question that needs to be answered. Based on the paragraph, you must write unambiguous answers to the questions and your answer must refer a specific phrase from the paragraph. If multiple answers seem to exist, write the answer that is the most plausible.

Input: Consider Input: EXHIBIT 10.18

                             SPONSORSHIP AGREEMENT

This Sponsorship Agreement (Agreement) is entered into as of the 14th day of May, 1999 (Effective Date), by and between Intuit Inc. a Delaware corporation, located at 2550 Garcia Ave., Mountain View, California 94043 (Intuit), and Stamps.com Inc., a Delaware corporation, located at 2900 31st Street, Suite 150, Santa Monica, CA 90405-3035 (Client).

                                   RECITALS

A.   Intuit maintains sites on the Internet at http://www.quicken.com (the      Quicken.com Site) and at http://www.quickbooks.com (the QuickBooks                                 -------------------------      Site), and owns, manages or is authorized to place advertising on the      following affiliated Web sites worldwide http://www.quicken.excite.com                                               -----------------------------      (Excite Money & Investing Site), http://www.quicken.webcrawler.com                                         ---------------------------------      (WebCrawler Money & Investing Site), and http://www.quicken.aol.com                                                 --------------------------      (AOL.com Personal Finance Site) (all such sites, including the      Quicken.com Site and QuickBooks Site, collectively referred to as the      Intuit Sites). Within the Intuit Sites, content is organized into topical      channels (Channels).

B.   Intuit maintains the Quicken'99 software product into which Banner      Advertisements are served (Quicken Software).

C.   Client is engaged in the business of the sale and delivery of electronic      postage at its Web site located at http://www.stamps.com (the Client      Site).

D.   Client wishes to promote its business to users of the Intuit Sites through      promotions and advertising in various portions of the Intuit Sites.

Therefore, the parties agree as follows:

1.   ADDITIONAL DEFINITIONS

1.1  Above-the-Fold means the portion of a page that is designed to be visible      on a standard computer screen with a resolution of 640 pixels by 480 pixels      without requiring the user to scroll horizontally or vertically through the      page.

1.2  Banner Advertisement means advertisements consisting of billboard-like      graphics displayed in a standardized specific location on the Intuit Sites,      which advertisements click-through to the Client Site, or such other      address mutually agreed upon by the parties from time to time.

1.3  Channel Home Page means, with respect to any Channel the introductory or      welcome page for such Channel.

1.4  Client Competitor means any of the entities listed on Exhibit A to this      Agreement, as such list may be amended by mutual agreement by the parties,      provided such entity derives any of its annual gross revenues from the sale      or delivery of electronic postage or postage meters.

1.5  Client Graphic means those mutually agreed upon graphics, artwork, logos,      descriptions and other material provided by Client for use on the Intuit      Sites.

1.6  Impression is generated where a User's browser software requests a file      via the World Wide Web service of the Internet, where such file contains a      Banner Advertisement or Link.

                                       1

1.7  Launch Date means [***]                           ---

1.8  Link means a hypertext text and/or graphic link from the Intuit Sites to      the Client's Site.

1.9  Net Transaction Revenues means the aggregate amount of transaction fees      received by Client during the Term from a New Customer for the purchase of      U.S. postage from Client by such New Customer, less amounts attributable to      taxes, shipping, returns, bad debt, handling, credit card charges and      similar charges (collectively, Deductions).  Notwithstanding the      foregoing, such Deductions, with the exception of credit card charges,      shall not exceed an aggregate of [***] of such transaction fees.                                        ---

1.10 New Customer means a User who (a) registers for Client's service using a      unique credit card number, electronic mail address or name not previously      received by Client, and (b) purchases U.S. postage from Client's service.

1.11 Sponsor Client Graphic means a Client Graphic which indicates Client as      a Sponsor with respect to the sale or delivery of electronic postage,





     which graphics click-through to the Client Site, or such other address      mutually agreed upon by the parties from time to time.

1.12 User means any person or entity that accesses one or more pages on the      Intuit Sites and is transported via the World Wide Web from the Intuit Site      to the Client's Site.

2.   SMALL BUSINESS CHANNEL PROMOTION

2.1  Promotions. Commencing on the Launch Date and continuing throughout the      ----------      Term, Intuit shall promote Client on the Small Business Channel of the      Quicken.com Site, Excite Money & Investing Site and WebCrawler Money &      Investing Site as follows:

     2.1.1  A Sponsor Client Graphic consisting of 160x40 pixels shall be             rotated amongst the following pages (or their successor pages, if             any): (1) Starting a Business page, (2) Managing your Business             page, (3) Marketing page, (4) Legal Issues page, and (5) Taxes             & Accounting page. Each such Sponsor Client Graphic shall be Above             the Fold.

     2.1.2  A Sponsor Client Graphic of 88x31 pixels to be found at the bottom             of each page where a sponsorship strip exists.

     2.1.3  A text Link to be located Above-the-Fold in a text sponsor bar on             the Small Business Channel home page of the Quicken.com Site,             Excite Money & Investing Site and WebCrawler Money & Investing Site.

     2.1.4  A text Link on the Products & Promos area of the Small Business             Channel Home Page of the Quicken.com Site, Excite Money & Investing             Site and WebCrawler Money & Investing Site.

     2.1.5  A Sponsor Client Graphic consisting of a minimum number of pixels             mutually agreed upon by the parties, will appear on the Small             Business Mailing/Shipping, OnLine Postage page in the Small             Business Channel, when such page is made publicly available on the             applicable Intuit Sites. Such graphic shall be displayed in a             position mutually agreed upon by the parties.

2.2  Email Promotions. Intuit will place a Sponsor Client Graphic consisting of      ----------------      a minimum of 234x60 pixels, with a mutually agreed upon text in two (2)      mutually agreed upon, small business email newsletters sent by Intuit, to      all its registered small business users who have elected to receive such      newsletter (Small Business Newsletters).  Client shall be the only      sponsor in each Small Business Newsletter.  For the avoidance of doubt, it      is understood that the Small Business Newsletters shall not contain      advertisements

- -----------------------      [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission.

                                       2

     (excluding any editorial content or directory listings which include third      parties that are not Client Competitors) for any entity, other than Client.

2.3  Additional Banner Advertisements. Commencing on the Launch Date and      --------------------------------      continuing throughout the Term, Intuit will include on the Quicken.com      Site, Banner Advertisements consisting of 468x60 pixels.

2.4  Total Small Business Impressions. Intuit estimates but does not guarantee      --------------------------------      to deliver [***] Impressions of Client's Banner Advertisements, Client                  ---      Graphics and Links described in this Section 2 during the entire Term of      this Agreement. Intuit acknowledges it is Client's preference to have      Intuit deliver such Impressions as follows:

          [***]            ---

     If Intuit fails to deliver such Impressions during the twelve (12) month      period following the Launch Date, Intuit agrees to run such promotions in      equivalent areas and placement, as mutually agreed upon by the parties,      until such Impressions have been delivered.

3.   [***] PROMOTION       ---

3.1  Promotions. Commencing on the day after the date on which the [***]      ----------                                                     ---      available and continuing throughout the Term, Intuit shall promote Client      on the [***] of the Quicken.com Site, Excite Money & Investing Site,              ---      WebCrawler Money & Investing Site, and AOL.com Personal Finance Site as      follows:

     3.1.1  A Sponsor Client Graphic of a pixel size mutually agreed upon by the             parties, shall be rotated throughout the Features and Deals area.             Each such Sponsor Client Graphic shall be Above the Fold.





     3.1.2  A Sponsor Client Graphic of 88x31 pixels to be found at the bottom             of each page where a sponsorship strip exists.

3.2  Additional Banner Advertisements. Commencing on the Launch Date and      --------------------------------      continuing throughout the Term, Intuit will include on the Quicken.com      Site, Excite Money & Investing Site, WebCrawler Money & Investing Site, and      AOL.com Personal Finance Site, Banner Advertisements consisting of 468x60      pixels.

3.3  Total [***] Impressions. Intuit estimates but does not guarantee to deliver      -----------------------      [***] Impressions of Client's Banner Advertisements and Client Graphics       ---      described in this Section 3 during the entire Term of this Agreement.      Intuit acknowledges it is Client's preference to have Intuit deliver such      Impressions as follows:

          [***]            ---

     If Intuit fails to deliver such Impressions during the twelve (12) month      period following the Launch Date, Intuit agrees to run such promotions in      equivalent areas and placement, as mutually agreed upon by the parties,      until such Impressions have been delivered.

4.   QUICKEN.COM SITE HOME PAGE PROMOTION

4.1  Promotions. Commencing on the Launch Date and continuing for a period of      ----------      six (6) months throughout the Term, as mutually agreed by the parties,      Intuit shall promote Client on the Quicken.com Site home page, with a      Sponsor Client Graphic of 88x31 pixels to be found at the bottom of such      home page.

4.2  Total Impressions. Intuit estimates but does not guarantee to deliver [***]      -----------------                                                      ---      Impressions of Client's Sponsor Graphics described in this Section 4 during      the period agreed upon by the parties.  If Intuit fails to deliver

- --------------------      [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission.

                                       3

     such Impressions during the agreed upon time period, Intuit agrees to run      such promotions in equivalent areas and placement, as mutually agreed upon      by the parties until such Impressions have been delivered.

5.   QUOTES PLUS TAB EXCITE MONEY & INVESTING SITE PROMOTION

5.1  Promotions. Commencing on the Launch Date and continuing for a period of      ----------      six (6) months throughout the Term, as mutually agreed by the parties,      Intuit shall promote Client on the Quotes Plus tab within the      Investment Channel of the Excite Money & Investing Site with a Sponsor      Client Graphic of 160x40 pixels will be included Above the Fold at each of      the following Quotes Plus page tabs: (1) Insider Trading, (2)      Comparison, (3) Company Profile, (4) Broker Research, (5) Analysts,      and (6) Alerts.

5.2  Total Impressions. Intuit estimates but does not guarantee to deliver [***]      -----------------                                                      ---      Impressions of Client's Sponsor Graphics described in this Section 5 during      the period agreed upon by the parties. If Intuit fails to deliver such      Impressions during the agreed upon time period, Intuit agrees to run such      promotions in equivalent areas and placement, as mutually agreed upon by      the parties until such Impressions have been delivered.

6.   QUICKBOOKS SITE PROMOTION

6.1  Banner Advertisements. Commencing on the Launch Date and continuing      ---------------------      throughout the Term, Intuit will include Banner Advertisements consisting      of 468x60 pixels on the QuickBooks Site.

6.2  Total Impressions: Intuit estimates but does not guarantee to deliver [***]      -----------------                                                      ---      Impressions of Banner Advertisements described in this Section 6 during the      Term of this Agreement. Intuit acknowledges it is Client's preference to      have Intuit deliver such Impressions as follows:

          [***]            ---

     If Intuit fails to deliver such Impressions during the twelve (12) month      period following the Launch Date, Intuit agrees to run such promotions in      equivalent areas and placement, as mutually agreed upon by the parties,      until such Impressions have been delivered.

7.   QUICKEN SOFTWARE PROMOTION





7.1  Banner Advertisements. Commencing on the Launch Date and continuing      ---------------------      throughout the Term, Intuit will serve Banner Advertisements consisting of      468x60 pixels into the Quicken Software.

7.2  Total Impressions: Intuit estimates but does not guarantee to deliver [***]      -----------------                                                      ---      Impressions of Banner Advertisements described in this Section 7 during the      Term of this Agreement. Intuit acknowledges it is Client's preference to      have Intuit deliver such Impressions as follows:

          [***]            ---

     If Intuit fails to deliver such Impressions during the twelve (12) month      period following the Launch Date, Intuit agrees to run such promotions in      equivalent areas and placement, as mutually agreed upon by the parties,      until such Impressions have been delivered.

8.   LAUNCH DATE, RESPONSIBILITY FOR INTUIT SITES AND REPORTING

8.1  Client Obligations.  Client will use reasonable efforts to assist Intuit in      ------------------      implementing the promotional placements and advertising described in the      Agreement.  The parties recognize that the Launch Date can be met only if      Client provides final versions of all Client Graphics, text, Banner      Advertisements and other promotional media and valid URL links necessary to      implement the promotional placements and

- ------------------      [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission.

                                       4

     advertising described in this Agreement (collectively, Impression      Material) to Intuit at least ten (10) days prior to the Launch Date.

8.2  Untimely Delivery Options. In the event that Client fails to provide the      -------------------------      Impression Material to Intuit at least ten (10) days in advance of the      Launch Date, Intuit may, at its sole discretion (i) reschedule the Launch      Date to the earliest practicable date according to the availability of      Intuit's engineering resources after delivery of the complete Impression      Material or (ii) commence delivery of Impressions based on Impression      Material in Intuit's possession at the time and/or reasonable placeholders      created by Intuit.

8.3  Intuit Sites.  Intuit will have sole responsibility for providing, hosting      ------------      and maintaining, at its expense, the Intuit Sites.  Subject to the terms      and conditions set forth herein, including without limitation, the      obligations of Intuit set forth in Sections 2-7, Intuit will have sole      control over the look and feel of the Intuit Sites including, but not      limited to, the display, appearance and placement of the parties'      respective names and/or brands and the promotional links.  Notwithstanding      the above, Client acknowledges that the Banner Advertisements may be served      by a third party authorized by Intuit (Authorized Advertisement Server)

8.4  Reports. Intuit or its Authorized Advertisement Server will provide Client      -------      with monthly reports (Usage Reports) substantiating the number of      Impressions of Client's Banner Advertisements, Client Graphics, Sponsor      Client Graphics and Links displayed on the Intuit Sites, the total number      of click-throughs generated by each such advertisement or graphic, and such      other information as the parties shall mutually agree.

8.5  Records/Audit. Intuit will maintain accurate records with respect to the      -------------      calculation of Impressions delivered pursuant to this Agreement. Client      may, upon no less than thirty (30) days prior written notice to Intuit,      cause an independent Certified Public Accountant to inspect all relevant      records of Intuit upon which the calculation of Impressions under the Usage      Reports are based during Client's normal business hours. The fees charged      by such Certified Public Accountant in connection with the inspection will      be paid by Client unless the number of Impressions are determined to have      been less than ninety-five percent (95%) of the Impressions due to Client,      in which case Client will be responsible for the payment of the reasonable      fees for such inspection.   In addition, if the audit reveals such      shortfall in the number of Impressions generated, Intuit shall continue to      display Client's Banner Advertisements, Client Graphics, Sponsor Client      Graphics and Links on the Intuit Sites as set forth herein.  The audit      rights set forth herein shall continue for one (1) year following the      termination of this Agreement for any reason.  No such audit may occur more      than once a year during the Term.

9.   EXCLUSIVITY

     Throughout the Term Intuit will not place, and will not allow any party      acting on its behalf to place, any graphic, link or other form of      advertising or media on any page of the Quicken.com Site and/or on any page      on the AOL.com Personal Finance Site (other than the Channel Home Page),      which markets or promotes any electronic postage product, postage meter





     and/or service (Postage Products) offered by a Client Competitor.      Notwithstanding the above, Intuit may include editorial content or tools      about or from a Client Competitor and include Client Competitors in      directory listings.

10.  FEES

10.1 Sponsorship, Advertising and Exclusivity Fees.  Client will pay Intuit       ---------------------------------------------      sponsorship and advertising fees of $2,644,010 and an exclusivity fee of      $661,003.  Such fees shall be paid to Intuit as follows.  An initial fee of      $[***] shall be due and payable on the Effective Date.  The remaining        ---      balance of $[***] shall be paid to Intuit in 12 equal monthly installments                   ---      of [***]. Each monthly installment should be payable in advance and due no          ---      later than the fifth (5th) of the month.

- -------------------      [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission.

                                       5

10.2 Transaction Fees.  Separate and apart from the fees in Subsection 10.1      above, at such time as Client has acquired [***] New Customers (the                                                  ---      Minimum Customer Number) Client will pay Intuit [***] of the Net                                                         ---      Transaction Revenues it receives from each New Customer acquired by Client      above the Minimum Customer Number (Transaction Fee).  Within fifteen (15)      days after the end of each month, Client will provide a monthly report (the      Transaction Fee Report) to Intuit. The Transaction Fee Report will report      the Net Transaction Revenue and Transaction Fees for such month. All      Transaction Fees due per the Transaction Fee Report will be paid with the      submission of such Report.

10.3 Records/Audit.  Client will maintain accurate records with respect to the      -------------      calculation of all Transaction Fees due under this Agreement.  Intuit may,      upon no less than thirty (30) days prior written notice to Client, cause an      independent Certified Public Accountant to inspect all relevant records of      Client upon which the calculation of such payments are based during      Client's normal business hours.  The fees charged by such Certified Public      Accountant in connection with the inspection will be paid by Intuit unless      the payments made to Intuit are determined to have been less than ninety-      five percent (95%) of the payments actually owed to Intuit, in which case      Client will be responsible for the payment of the reasonable fees for such      inspection. In addition, Client shall immediately remit payment to Intuit      for the full amount of any disclosed shortfalls.  The audit rights set      forth herein shall continue for one (1) year following the termination of      this Agreement for any reason. No such audit may occur more than once a      year during the Term.

10.4 Cost and Expenses.  Unless otherwise provided in this Agreement, each       ------------------      party shall bear its own costs and expenses in connection with its      activities performed under this Agreement.

11.  PUBLICITY

     Unless required by law, neither party will make any public statement, press      release or other announcement relating to the terms of or existence of this      Agreement without the prior written approval of the other.  Notwithstanding      the foregoing, the parties agree to issue a mutually acceptable initial      press release regarding the relationship between Intuit and Client, within      thirty (30) days of the Effective Date unless agreed otherwise by the      parties.

12.  TERM AND TERMINATION

12.1 Term. Unless otherwise terminated as specified in this Section 12, the      ----      term of this Agreement shall begin on the Effective Date and will not end      until the later of (a) twelve (12) months from the Launch Date; or (2) the      date Intuit displays a total of 176,717,916 Impressions in accordance with      the terms set forth herein (Term).

12.2 Termination. Either party may terminate this Agreement if the other party      -----------      materially breaches a material obligation hereunder and such breach remains      uncured for thirty (30) days following the notice to the breaching party of      the breach and the notifying party's intention to terminate.  All      undisputed payments that have accrued prior to the termination or      expiration of this Agreement for any reason will be payable in full within      thirty (30) days thereof.  In addition, upon the termination of this      Agreement by Client for any reason, a pro-rata amount of the Monthly      Payment Fee shall be refunded to Client calculated as follows: the Monthly      Payment Fee less the cost of the Impressions displayed for such month as of      the effective date of the termination, calculated on an average CPM basis.

12.3 Survival.  The provisions of Section 6.5, Section 10.3, Section 12.3,      --------





     Section 13.1, Section 14, Section 15, Section 16, Section 17, and Section      18 will survive any termination or expiration of this Agreement.

- ---------------------      [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission.

                                       6

12.4 Renewal.  If Intuit elects to provide advertising, sponsorship or other      -------      promotional space on all or any portion of the Intuit Sites for a Client      Competitor, Intuit agrees to negotiate with Client in good faith regarding      such promotional opportunity.  In the event the parties fail to reach      agreement within ten (10) business days following the commencement of such      good faith negotiations (or such later date as the parties may agree to),      Intuit may offer the opportunity to any third party on terms and conditions      no less favorable then those offered to Client.

13.  TRADEMARK OWNERSHIP AND LICENSE

13.1 Ownership. Client will retain all right, title and interest in and to its      ---------      trademarks, service marks and trade names worldwide, subject to the limited      license granted to Intuit hereunder.  Intuit will retain all right, title      and interest in and to its trademarks, service marks and trade names      worldwide, subject to the limited license granted to Client hereunder.

13.2 License. Each party hereby grants to the other a non-exclusive, limited      -------      license to use its trademarks, service marks or trade names only as      specifically described in this Agreement.  All such use shall be in      accordance with each party's reasonable policies regarding advertising and      trademark usage as shall be established or changed from time to time in      each party's sole discretion.  Upon the expiration or termination of this      Agreement, each party will cease using the trademarks, service marks and/or      trade names of the other except as the parties may agree in writing or to      the extent permitted by applicable law.

14.  CONTENT OWNERSHIP

     Client will retain all right, title and interest in and to the Client Site      worldwide including, but not limited to, ownership of all copyrights, look      and feel and other intellectual property rights therein.  Intuit will      retain all right, title, and interest in and to the Intuit Sites worldwide      including, but not limited to, ownership of all copyrights, look and feel      and other intellectual property rights therein.

15.  CONFIDENTIALITY AND USER DATA

15.1 Definition. For the purposes of this Agreement, Confidential Information      ----------      means this Agreement, and all information about the disclosing party's (or      its suppliers') business or activities that is proprietary and      confidential, which shall include all business, financial, technical and      other information of a party marked or designated by such party as      confidential or proprietary at the time of disclosure.  In addition, the      Usage Reports are considered to be confidential to Intuit.

15.2 Exclusions. Confidential Information will not include information that (i)      ----------      is in or enters the public domain without breach of this Agreement, (ii)      the receiving party lawfully receives from a third party without      restriction on disclosure and without breach of a nondisclosure obligation,      (iii) the receiving party rightfully knew prior to receiving such      information from the disclosing party or (iv) the receiving party develops      independent of any information originating from the disclosing party.

15.3 Restrictions. Each party agrees (i) that it will not disclose to any third      ------------      party or use any Confidential Information disclosed to it by the other      except as expressly permitted in this Agreement and (ii) that it will take      all reasonable measures to maintain the confidentiality of all Confidential      Information of the other party in its possession or control, which will in      no event be less than the measures it uses to maintain the confidentiality      of its own information of similar importance.

15.4 User Data.  All information and data provided to Intuit by users of the      ---------      Intuit Sites or otherwise collected by Intuit relating to user activity on      the Intuit Sites shall be retained by and owned solely by Intuit.  All      information and data provided to Client by users of the Client Site or      otherwise collected by Client relating to user activity on the Client Site      shall be retained by and owned solely by Client.  Each party agrees to      usesuch information only as authorized by the user and shall not disclose,      sell, license, or otherwise transfer any such information to any third      party (except as required by law) or use the user information for the      transmission of junk mail, spam, or any other unsolicited mass      distribution of information.

                                       7

15.5 Limitations. Notwithstanding the foregoing, each party may disclose





     -----------      Confidential Information (i) to the extent required by a court of competent      jurisdiction or other governmental authority or otherwise as required by      law or (ii) on a need-to-know basis under an obligation of      confidentiality to its legal counsel, accountants, banks and other      financing sources and their advisors.

16.  WARRANTY/INDEMNITY/DISCLAIMER OF WARRANTIES

16.1 By Client. Client represents and warrants that (i) it has full power and      ---------      authority to enter into this Agreement; (ii) entering into and performance      of this Agreement by Client does not violate, conflict with, or result in a      material default under any other contract or agreement to which Client is a      party, or by which it is bound; and (iii) it has the right to make      available the services on the Client Site.

16.2 By Intuit.  Intuit represents and warrants that (i) it has full power and      ---------      authority to enter into this Agreement; (ii) entering into and performance      of this Agreement by Intuit does not violate, conflict with, or result in a      material default under any other contract or agreement to which Intuit is a      party, or by which it is bound; and (iii) it has the right to make      available on the Intuit Sites the Banner Advertisements, Sponsor Client      Graphics, Links and other advertisements placed hereunder.

16.3 By Client.  Client will defend and/or settle any third party claim brought      ---------      against Intuit, its affiliates, officers, directors, employees, consultants      and agents arising from:  (1) a breach of Client's representations or      warranties under Section 16.1; (2) any claim that Client's Impression      Materials infringe or violate any third party's copyright, U.S. patent,      trade secret, any patent outside of the US which Client has knowledge of,      or trademark; or (3) content provided by Client for the Client Site or the      products and services of Client offered on the Client Site, and will pay      resulting costs, damages and reasonable attorneys' fees finally awarded,      provided that Intuit promptly notified Client in writing of any and all      such claims.  Client has sole control of the defense and all related      settlement negotiations and Intuit reasonably cooperates with Client with      the defense and/or settlement thereof, at Client's expense.      Notwithstanding the foregoing, Client shall not, without Intuit's prior      written consent (which consent shall not be unreasonably withheld or      delayed), make any such settlement that imposes any obligation, financial      or otherwise, upon Intuit.  Intuit may not settle or compromise such claim,      action or allegation, except with the prior written consent of Client.      Intuit may have its own counsel in attendance at all proceedings and      substantive negotiations relating to such claim, action or allegation, at      Intuit's cost and expense.

16.4 By Intuit.  Intuit will defend and and/or settle any third party claim      ---------      brought against Client, its affiliates, officers, directors employees,      consultants and agents arising from (1) a breach of Intuit's      representations or warranties under Section 16.2; or (2) any claim arising      from the Intuit Sites other than content or services provided by Client,      and will pay resulting costs, damages and reasonable attorneys' fees      finally awarded, provided that Client promptly notifies Intuit in writing      of any and all such claims.  Intuit has sole control of the defense and all      related settlement negotiations, and Client reasonably cooperates with      Intuit with the defense and/or settlement thereof at Intuit's expense.      Notwithstanding the foregoing, Intuit shall not, without Client's prior      written consent (which consent shall not be unreasonably withheld or      delayed), make any such settlement that imposes any obligations, financial      or otherwise, upon Client.  Client may not settle or compromise such claim,      action or allegation, except with the prior written consent of Intuit.      Client may have its own counsel in attendance at all proceedings and      substantive negotiations relating to such claim, action or allegation, at      Client's costs and expense.

16.5 DISCLAIMER. EXCEPT AS SPECIFIED IN THIS AGREEMENT, NEITHER PARTY MAKES ANY      ----------      WARRANTY IN CONNECTION WITH THE SUBJECT MATTER OF THIS AGREEMENT AND HEREBY      DISCLAIMS ANY AND ALL IMPLIED WARRANTIES AND CONDITIONS, INCLUDING WITHOUT      LIMITATION ALL IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A      PARTICULAR PURPOSE REGARDING SUCH SUBJECT MATTER.

17.  LIMITATION OF LIABILITY

     EXCEPT UNDER SECTIONS 15 AND 16, IN NO EVENT WILL EITHER PARTY BE LIABLE TO      THE OTHER FOR ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, WHETHER

                                       8

     BASED ON BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE,      WHETHER OR NOT THAT PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH      DAMAGE.  THE LIABILITY OF EITHER PARTY FOR DAMAGES OR ALLEGED DAMAGES      HEREUNDER (EXCEPT UNDER SECTIONS 15 AND 16), WHETHER IN CONTRACT, TORT OR      ANY OTHER LEGAL THEORY, IS LIMITED TO, AND WILL NOT EXCEED, THE AMOUNTS TO      BE PAID BY CLIENT TO INTUIT HEREUNDER.

18.  GENERAL

18.1 Assignment.  Neither party may assign this Agreement, in whole or in part,      ----------      without the other party's written consent (which will not be unreasonably





     withheld or delayed); provided however, that either party may assign its      rights and obligations hereunder in the event of a sale of all, or      substantially all of such party's assets related to this Agreement, whether      by merger, reorganization, operation of law or otherwise, or (2) either      party's assignment and/or delegation of its rights and responsibilities      hereunder to a wholly-owned subsidiary or joint venture in which the      assigning party holds an interest.  Any attempt to assign this Agreement      other than as permitted above will be null and void.  Subject to the      foregoing, this Agreement shall be binding upon and shall inure to the      benefit of both parties, their successors and permitted assigns.

18.2 Applicable Law and Jurisdiction.  This Agreement and the performance of      -------------------------------      the parties under this Agreement shall be governed by and construed in      accordance with the laws of the State of California, U.S.A., except that      body of law concerning conflicts of laws.  In any action relating to the      parties, the parties consent to jurisdiction in a state or federal court in      Santa Clara County, California.

18.3 Notice. Unless otherwise stated, all notices required under this Agreement      ------      shall be in writing and shall be considered given (i) when delivered      personally, (ii) within five (5) days of mailing, certified mail, return      receipt requested and postage prepaid (iii) one (1) day after deposit with      a commercial overnight carrier, or (iv) when delivered by facsimile      transmission.  All communications will be addressed as follows (unless      changed by notice):

          To Client:               Stamps.com                                    2900 31st Street, Suite 150                                    Santa Monica, CA 90405-3035                                    Attn: Vice President, Business Development

                                       9

          To Intuit:               If hand delivered or faxed:                                    --------------------------                                    Intuit Inc.                                    2535 Garcia Avenue MS 2550                                    Mountain View, California  94043                                    Attn:  General Counsel                                    Phone:  650.944.6000                                    Fax:  650.944.5656

                                   If mailed:                                    ---------                                    Intuit Inc.                                    P.O. Box 7850 MS 2550                                    Mountain View, CA  94039-7850                                    Attn:  General Counsel

18.4 No Agency.  The parties are independent contractors and will have no power      ---------      or authority to assume or create any obligation or responsibility on behalf      of each other.  This Agreement will not be construed to create or imply any      partnership, agency or joint venture.

18.5 Force Majeure.  Any delay in or failure of performance by either party      -------------      under this Agreement will not be considered a breach of this Agreement and      will be excused to the extent caused by any occurrence beyond the      reasonable control of such party including, but not limited to, acts of      God, power outages, failures of the Internet, and Client's failure to      obtain any necessary governmental approval required in connection with the      performance of its obligations hereunder.

18.6 Severability.  In the event that any of the provisions of this Agreement      ------------      are held to be unenforceable by a court or arbitrator, the remaining      portions of the Agreement will remain in full force and effect.

18.7 Entire Agreement.  This Agreement is the complete and exclusive agreement      ----------------      between the parties with respect to the subject matter hereof, superseding      any prior agreements and communications (both written and oral) regarding      such subject matter.  This Agreement may only be modified, or any rights      under it waived, by a written document executed by both parties.

18.8 Counterparts.  This Agreement may be executed in counterparts, each of      ------------      which will serve to evidence the parties' binding agreement.

Client:  Stamps.com Inc.                 Intuit Inc.          ---------------

By:     __________________________       By:    _______________________

Name:   __________________________       Name:  _______________________

Title:  __________________________       Title: _______________________

Date:   __________________________       Date:  _______________________





                                       10

                                   EXHIBIT A

                              CLIENT COMPETITORS

E-Stamp

Pitney Bowes

Neopost

United States Postal Service Francotype Postalia Ascom

The parties shall meet on a quarterly basis to determine what, if any, changes shall be made to the Client Competitor list. Notwithstanding the above, in the event a Client Competitor is acquired by a third party which is involved in the sales and/or marketing of goods and services outside of electronic postage products, postage meters and/or postage services (Non Postage Products), Intuit shall be restricted from promoting the Postage Products of such entity but shall not be restricted from marketing and/or promoting the Non Postage Products of such entity.

                                       11 
Question: Highlight the parts (if any) of this contract related to Cap On Liability that should be reviewed by a lawyer. Details: Does the contract include a cap on liability upon the breach of a party’s obligation? This includes time limitation for the counterparty to bring claims or maximum amount for recovery.

Output: BASED ON BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE,      WHETHER OR NOT THAT PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH      DAMAGE.


Input: Consider Input: 1                                                                     Exhibit 10.2

                           CO-HOSTING AGREEMENT

  This Co-Hosting Agreement (the Agreement) is made by and between NETWORKS ASSOCIATES, INC., a Delaware corporation, doing business as Network Associates, Inc., with its principal place of business at 3965 Freedom Circle, Santa Clara, California 95054 (NAI), and SOFTWARE.NET CORPORATION, a Delaware corporation, a.k.a. Beyond.com, with its principal place of business at 1195 West Fremont Avenue, Sunnyvale, California 94087 (Co-Host). The Effective Date of this Agreement (herein called the Effective Date) is September 21, 1998.

                                 RECITALS

  WHEREAS, Co-Host owns various Internet locations, including the location set forth in Part 1 of Exhibit A hereto (the Co-Host Site) and markets software and computer hardware products from the Co-Host Site (herein referred to as the Goods).

  WHEREAS, Co-Host, as successor of Cybersource Corporation, and NAI are parties to an Electronic Software Distribution Agreement, dated as of September 1, 1997 regarding the electronic distribution of NAI's Goods (the ESD Agreement).

  WHEREAS, NAI has developed various Internet locations (the NAI Internet Sites) (with separate URL designations issued to NAI by InterNIC) (said designations being herein referred to individually as an URL) comprised of one or more file servers, with an Internet access at the applicable URL. Those portions of the NAI Internet Site or any future Internet locations developed by NAI which are accessible by members of the general public are referred to herein as the Originating Locations. NAI permits the maintenance of hot links from the Originating Locations to other Internet locations, whereby the end user can transfer from the NAI Internet Sites to the Co-Host Site by clicking the pointing device on highlighted text or images. Originating Locations does not include the McAffee Mall (as defined in Part 2 of Exhibit A) or web servers within a firewall or accessable only by passwords or other similarly restricted URLs (the Restricted Sites); provided, however, that the term Restricted Sites shall not include sites accessable only through online services (such as AOL) and other portals generally accessable to the public.

  WHEREAS, NAI and Co-Host desire to place a Co-Host hot link for the Goods at the Originating Locations and NAI and Co-Host desire to enter into certain additional agreements regarding such marketing opportunities through the Originating Locations.

  THEREFORE, in consideration of the foregoing, and of the mutual covenants and agreements hereinafter set forth, Co-Host and NAI have entered into the agreements hereinafter set forth.

                                    1

2      IN WITNESS WHEREOF, the parties have executed this Agreement effective as of the Effective Date.

                                    SOFTWARE.NET CORPORATION                                        (a.k.a. Beyond.com)

ADDRESS FOR NOTICES 1195 West Fremont Avenue Sunnyvale, California 94087 Attention: President

                                    By:        /s/ JAMES R. LUSSIOR                                            -------------------------------------                                        Name:          James R. Lussior                                              -----------------------------------                                        Title: Vice President Business Operations                                               ----------------------------------                                        Date:               9/21/98                                              -----------------------------------

                                    NETWORKS ASSOCIATES, INC.

ADDRESS FOR NOTICES 3965 Freedom Circle Santa Clara, California 95054 Attention:  Vice President             Legal Affairs

                                    By:           /s/ PRABHAT K. GOTAL                                            -------------------------------------                                        Name:             Prabhat K. Gotal                                              -----------------------------------                                        Title:                CFO                                               ----------------------------------

Date: September 21, 1998





                                    2    3

                     TERMS AND CONDITIONS OF AGREEMENT

1.   LOCATION. During the Term (as defined in Section 6 (a) below), NAI shall      provide the following marketing considerations to Co-Host:

  (a)  Co-Hosting Rights. Co-Host shall be permitted to maintain on the           Online Service Page (as defined in Part 2 of Exhibit A) of the           Originating Locations in the manner set forth on Exhibit B hereto           (and on such other positions as are set forth on Exhibit B or as the           parties may mutually agree upon in writing from time to time) a hot           link to Internet locations specified by the Co-Host (the           Destination) from which Goods (other than Competitor's Goods           (hereinafter defined)) may be sold. The web pages at the Destination           shall be maintained in accordance with the requirements of this           Agreement, including without limitation, Section 2 hereof.           Competitor's Goods as used herein shall mean the Goods of any of the           persons or entities described on Part 1 of Exhibit C attached hereto           and made a part hereof. The Destination shall not contain any links to           any third party sites for the purchase of Competitor's Goods; provided           that the Destination will link to the Co-Host Site (which will sell           Competitor's Goods).

  (b)  Exclusive Positioning. Co-Host shall be the exclusive reseller of           software products (Software) at the Originating Locations. The           preceding sentence shall not prohibit NAI from (i) reselling Software           including NAI Goods (hereinafter defined) from the McAfee Mall; (ii)           referencing and linking to sites of strategic partners (other than           competitors of Co-Host listed on Part 2 of Exhibit C) which may also           be involved in the resale of Software from such sites; provided that           no Software may be purchased on the page of such site which is linked           to any Originating Location and further provided that the references           and links to the sites of strategic partners shall not be placed on           the Online Service Page; and (iii) advertising Software with banners,           buttons and other forms of online advertising; provided that any link           from such advertising takes the end user to the publisher of the           Software and not a reseller of Goods (other than Co-Host). For           example, an advertising banner or button for the Windows 98 software           program may link back to the website of Microsoft Corporation but not           the website of Dell Computer Corporation which is reselling the           program. Without limitation on the foregoing, NAI may co-host a           comparative shopping service on the Originating Locations. NAI will           obtain a written covenant that the comparative shopping co-host will           present sellers of Software in a neutral manner and upon request of           Co-Host will require removal or alteration of presentations by such           co-host on such co-hosted facility which Co-Host reasonably deems to           be non-neutral; provided, however, that, notwithstanding the           foregoing, Co-Host may be the featured or most prominent Software           reseller on any such service.

  (c)  Short Term Product Exclusives. For a period of fourteen (14) days           following release of any new NAI Goods or major version releases           (i.e., version 3.0 to 4.0) of existing NAI Goods, Co-Host shall be the           exclusive online seller of any such

                                    3    4

       release released during the Term. NAI Goods as used herein shall           mean retail desktop software products offered by NAI under the           McAfee brand or other NAI owned brand, which NAI makes available for           resale through distributors and resellers via the Internet.

  (d)  Reference Site. Co-Host may refer to the Originating Locations as a           Co-Host customer location and to NAI as a Co-Host customer hereunder           provided all such references shall be subject to the prior review and           approval of NAI, which approval will not be unreasonably withheld.

  (e)  Links to Online Service Page. Any end user accessing the principal           URLs of NAI (e.g., mcafee.com, cybermedia.com, pgp.com, tis.com) shall           be taken to the Online Service Page. Any end user accessing a buy           button on any of the Originating Locations shall be taken to the           Online Service Page. NAI shall not sell retail desktop consumer           products, including without limitation, NAI Goods from the NAI           Internet Sites (other than the McAfee Mall).

       NAI reserves the right to change the URL of the Originating Locations           from time to time and agrees to give Co-Host as much notice of any           such change as is practicable.

2.   MARKETING AND SALES.

  (a)  Placement of Order. In consideration of the Co-Hosting Fee set forth           in Part 3 of Exhibit A, NAI shall provide the marketing           consideration identified in Section 1 during the Term of this





       Agreement.

  (b)  Advertising Materials; Destination Operation. Co-Host shall provide to           NAI artwork and text materials with respect to the advertisement of           the Destination at the Originating Locations. Such artwork and           materials must be non-infringing, inoffensive, accurate, truthful and           otherwise comply with all applicable laws. Co-Host shall comply with           all applicable laws in connection with the operation of the           Destination, including without limitation, requirements regarding the           confidentiality of information concerning end users. NAI retains the           right, but not the obligation, to disapprove or remove any           advertisements or advertising materials it reasonably deems illegal,           inappropriate or otherwise inconsistent with the purposes of the           Originating Sites, without the consent of Co-Host.

  (c)  Use of Trademarks. Co-Host hereby grants to NAI a non-exclusive,           non-transferable, royalty-free license during the term of this           Agreement to use the trademarks, service marks and trade names of           Co-Host in connection with the advertising and promotion of the Goods           from the Originating Locations, provided that NAI complies with the           terms of Section 9(b) of the Web Site Services Agreement (as defined           below). Co-Host reserves the right to terminate the foregoing right,           after giving NAI notice and opportunity to cure the allegedly harmful           use, if in Co-Host's reasonable judgment, NAI's use of such           trademarks, service marks and trade names harms the business, image or           goodwill of Co-Host.

                                    4    5

  (d)  Limited Duty of Promotion. NAI shall have no duty or obligation to           advertise or promote the Goods, other than as set forth in this           Section 2. Except as expressly set forth herein (including, without           limitation, as set forth in this Section 2(d)), NAI does not,           expressly or impliedly, guaranty or warrant any results or level of           sales or customer leads to Co-Host. NAI reserves the right to cease           publication of the Originating Locations for brief periods from time           to time for maintenance or other purposes; provided that the           Originating Locations will comply with the same Uptime Requirements           specified with respect to the Managed Site in the Web Site Services           Agreement.

  (e)  Marketing Promotions. During the Term, Co-Host and NAI will regularly           discuss and implement mutually agreed upon jointly funded marketing           promotions. NAI and Co-Host hereby agree that the marketing promotions           set forth on Exhibit D hereto will be implemented as set forth on           Exhibit D.

  (f)  Distribution of Physical Products. NAI grants to Co-Host the right to           distribute physical copies of NAI's Goods to end users ordering from           the Managed Site, the Destination or Beyond.com upon the terms set           forth in Exhibit E attached hereto and made a part hereof.

3.   PAYMENT AND RECORDS.

  (a)  Fees. Subject to the provisions of Section 6 hereof, Co-Host shall pay           to NAI the amount designated in Part 3 of Exhibit A as the           Co-Hosting Fee upon the schedule set forth in such Part.

  (b)  Payment Terms. Except as set forth in such Part 3 of Exhibit A,           payments from Co-Host to NAI shall be due thirty (30) days from the           date of invoice. All payments will be made in United States dollars,           free of any taxes then currently applicable, at the address designated           above by NAI. Late payments shall bear interest at the lesser of: (i)           the maximum rate permitted by law, and (ii) the rate of 1.5% per month           from the due date until paid.

4.   EQUITABLE RELIEF. Each party acknowledges that any breach of its      obligations under this Agreement with respect to the proprietary rights or      confidential information of the other party will cause the other party      irreparable injury for which there are inadequate remedies at law, and      therefore such other party will be entitled to equitable relief in addition      to all other remedies provided by this Agreement or available at law.

5.   PROPRIETARY RIGHTS. NAI retains ownership of the NAI Internet Site, the      Originating Locations, the trademarks and all intellectual property rights      in connection with the NAI Internet Site, including without limitation, its      URL designations and all rights from InterNIC in connection therewith.      Co-Host and its licensors retain ownership of all intellectual property      rights in the advertising materials provided, the trademarks and all      intellectual property rights in connection with the Destination and the      Co-Host Site, including, without limitation, its URL designations and all      rights from InterNIC in connection therewith, and all of its other      intellectual property rights.

                                    5    6

6.   TERM AND TERMINATION.

  (a)  Term. This Agreement will commence on the Effective Date, and will           terminate on the third anniversary of the Effective Date (the Term),           unless earlier terminated as provided in this Agreement.





  (b)  Termination. A party may terminate this Agreement immediately: (i) if           the other party engages in any material unlawful business practice and           such practice continues uncured thirty (30) days following written           notice thereof, (ii) if the other party fails to perform any material           obligation, (which shall include, without limitation, the payment           obligations hereunder and compliance with the Uptime Requirements in           respect of the Originating Locations) or violates any material           restriction contained in this Agreement and such failure continues           uncured thirty (30) days following written notice thereof, (iii) by           such party if that certain Web Site Services Agreement between NAI and           Co-Host dated of even date herewith (the Web Site Services           Agreement) or the ESD Agreement is terminated by the other party,           (iv) if a receiver is appointed for the other party or its property,           (v) if the other party makes an assignment for the benefit of           creditors, (vi) if the other party becomes the subject of any           proceeding under any bankruptcy, insolvency or debtor's relief law,           (vii) upon ninety (90) days prior notice in writing by Co-Host at any           time after June 30, 2000, if the term of the Web Site Services           Agreement has not been renewed for an additional term of one (1) year           or more pursuant to its terms or (viii) if the party terminates the           Web Site Services Agreement by reason of the other party's material           default thereunder.

  (c)  Effect of Termination. Upon the effective date of the termination, all           outstanding invoices and other invoicable amounts will become due and           payable. Co-Host's contractual right to the marketing consideration           shall cease immediately upon the effective date of the termination.           Termination or expiration of this Agreement if by reason of material           breach by Co-Host shall not affect any of Co-Host's payment           obligations, all of which survive termination of this Agreement;           provided that, in (i) the event of termination of this Agreement by           Co-Host due to a material default by NAI, NAI shall pay to the Co-Host           the Liquidated Damages Amount (as defined in Part 2 of Exhibit A).

7.   CONFIDENTIALITY. Confidential Information disclosed by either party in      writing and marked as confidential, proprietary or the like (or      disclosed verbally if a written summary is provided within thirty days),      including any information relating to such party's research, development,      proprietary technology, product and marketing plans, finances, personnel      and business opportunities will be considered confidential information.      Each party will not use the other party's confidential information except      as required to achieve the objectives of this Agreement and will not      disclose such confidential information except to employees, agents and      contractors who have a need to know in the discharge of their duties under      this Agreement. Such restrictions will not apply to information that      becomes public knowledge other than through the disclosing party, is      independently developed by the non-disclosing party, or is lawfully      required to be disclosed by any governmental agency or otherwise required      to be disclosed by law.

                                    6    7

  Neither party will make any disclosure of, or statement covering, the terms      of this Agreement, including the financial terms, to any third parties      (other than its attorneys, accountants and professional consultants),      without obtaining the other's prior written consent, except as required by      court order or applicable regulatory authorities, including without      limitation, the rules and regulations of the Securities and Exchange      Commission, any stock exchange and the NASDAQ. The parties agree that under      their current understanding, disclosure of the financial terms of this      Agreement is not required under the foregoing rules and regulations. The      obligations of this Section 7 shall survive the termination of this      Agreement, under any circumstances. The parties shall make a joint press      release announcing the relationship, the timing and content of which shall      be subject to the mutual agreement of the parties.

8.   RELATIONSHIP OF THE PARTIES. The parties are independent contractors and      not partners, joint venturers or agents, and neither party may obligate the      other to any warranty or other obligation. Neither NAI nor Co-Host is by      virtue of this Agreement authorized as an agent or other representative of      the other party.

9.   REPRESENTATIONS, WARRANTIES AND INDEMNIFICATION.

  (a)  Co-Host represents and warrants to NAI that Co-Host has all right,           title, ownership interest and/or marketing rights necessary to provide           the advertising materials to NAI, to perform its obligations hereunder           and to operate the Destination. Each party further represents and           warrants to the other that it has not entered into any agreements or           commitments which are inconsistent with or in conflict with the rights           granted or obligations incurred by the representing party in this           Agreement. Co-Host further represents and warrants that the           advertising materials supplied hereunder do not infringe any Covered           Country (hereinafter defined) copyright, trademark, or trade secret           right. Covered Country shall mean the United States of America and any           member state of the European Economic Union. Co-Host agrees that, if           notified promptly in writing and given sole control of the defense and           all related settlement negotiations, it will defend NAI, its           employees, officers and agents, against any claim based on an           allegation that (i) advertising materials supplied hereunder infringes           a Covered Country patent, copyright, trademark or state trade secret           right, or (ii) Co-Host violated any law, statute or ordinance or any           governmental or administrative order, rule or regulation with regard





       to the advertising materials, the operation of the Destination or the           manufacture, possession, distribution, use or sale of the Goods.           Co-Host will pay any resulting costs, damages and attorneys' fees           finally awarded by a court, or agreed to in settlement by Co-Host,           with respect to any such claims. NAI agrees that, if the advertising           materials become, or in Co-Host's opinion are likely to become, the           subject of an infringement claim, NAI will permit Co-Host, at           Co-Host's option and expense, to, among other things, procure the           right for NAI to continue marketing and using the advertising           materials, or to replace or modify them so that they become           non-infringing.

                                    7    8

  (b)  NAI represents and warrants that NAI has all right, title, ownership           interest and/or marketing rights necessary to operate the Originating           Locations, provide the Products to Co-Host, and the Products shall be           free and clear of all liens and encumbrances. NAI further represents           and warrants that it has not entered into any agreements or           commitments which are inconsistent with or in conflict with the rights           granted to Co-Host in this Agreement. NAI further represents and           warrants that the Products supplied hereunder do not infringe any           Covered Country patent, copyright, trademark, or trade secret right.           NAI agrees that, if notified promptly in writing and given sole           control of the defense and all related settlement negotiations, it           will defend Co-Host, its employees, officers and agents against any           claim based on an allegation that (i) a Product supplied hereunder           infringes a Covered Country patent, copyright, trademark or trade           secret right, or (ii) NAI violated any law, statute or ordinance or           any governmental or administrative order, rule or regulation with           regard to a Product or its manufacturer, possession, use or sale. NAI           will pay any resulting costs, damages and attorneys' fees finally           awarded by a court, or agreed to in settlement by NAI, with respect to           any such claims to the extent of the compensation received under this           Agreement. Co-Host agrees that, if the Products in the inventory of           Co-Host, or the operation thereof, become, or in NAI's opinion are           likely to become, the subject of an infringement claim, Co-Host will           permit NAI, at NAI's option and expense, to, among other things,           procure the right for Co-Host to continue marketing and using such           Products, or to replace or modify them so that they become           non-infringing. If neither of the foregoing alternatives is available           on terms that NAI deems reasonable, Co-Host will return such Products           on written request from NAI. NAI will grant Co-Host a credit equal to           the price paid by Co-Host for such returned Products, as adjusted for           discounts, returns and credits actually given, provided that such           returned Products are in an undamaged condition. NAI will have no           obligation to Co-Host with respect to infringement of patents,           copyrights, trademarks or trade secrets or other proprietary rights           beyond that stated in this Section 9(b).

  (c)  No Combination Claims. Notwithstanding Section 9(b), NAI will not be           liable to Co-Host for any claims to the extent they arise solely based           upon the combination, operation or use of any Product with equipment,           data or programming not supplied by NAI, or to the extent they arise           solely based upon the alteration or modification of the Products by           the Co-Host or the purchaser of such Products.

10.  LIMITATION OF LIABILITY. EXCEPT FOR CLAIMS UNDER SECTION 9 HEREOF, THE      LIABILITY OF A PARTY TO THE OTHER FOR DIRECT DAMAGES SHALL NOT EXCEED      FIFTEEN MILLION DOLLARS. EXCLUSIVE OF ANY CLAIMS BY THIRD PARTIES FOR      INJURY OR DAMAGES TO PERSONS OR TANGIBLE PROPERTY DIRECTLY CAUSED BY ANY      PRODUCT, NEITHER PARTY'S LIABILITY WITH REGARD TO THIS AGREEMENT OR THE      ADVERTISING MATERIALS, IF ANY, WILL INCLUDE CONSEQUENTIAL, INCIDENTAL,      SPECIAL OR OTHER INDIRECT DAMAGES, SUCH AS LOST PROFITS, EVEN IF

                                    8    9

  THE OTHER PARTY HAS KNOWLEDGE OF THE LIKELIHOOD OF SUCH DAMAGES.

11.  FORCE MAJEURE. Neither party shall be liable for the failure to perform any      of its obligations under this Agreement, except for payment obligations, if      such failure is caused by the occurrence of any event beyond the reasonable      control of such party, including without limitation, fire, flood, strikes      and other industrial disturbances, failure of raw materials suppliers,      failure of transport, accidents, transmission difficulties, phone service      interruptions, riots, insurrections, acts of God or orders of governmental      agencies.

12.  GENERAL.

  (a)  This Agreement, the Web Site Services Agreement and the certain ESD           Agreement between the parties set forth the entire agreement between           the parties on all subject matters and supercede all prior agreements           and understandings between the parties.

  (b)  This Agreement may not be changed, terminated or amended except in           writing. Whenever the consent of any party is required hereunder, such           consent may be given or withheld in such party's sole discretion and           with or without reason or cause, unless this Agreement states           otherwise.





  (c)  The parties agree that the terms and conditions of this Agreement           shall prevail over any contrary or additional terms in any purchase           order (unless agreed to in writing by both parties), sales           acknowledgment, confirmation or any other document issued by either           party affecting the purchase and/or sale of Goods. The terms of the           Exhibits to this Agreement shall be equal in importance to the terms           of the body of this Agreement.

  (d)  Either party's failure or delay in exercising any of its rights will           not constitute a waiver of such rights unless expressly waived in           writing. Neither party may assign this Agreement without the other's           prior written approval, except by operation of law or in connection           with the sale of substantially all of the assets of such party's           business or the acquisition of such party by a third party.

  (e)  This Agreement will be governed and interpreted according to the laws           of the State of California, without reference to principles of           conflicts of laws. Each party hereto expressly consents to the           personal jurisdiction of the state and federal courts located in Santa           Clara County, California, and expressly waives any defense to any           action based on inconvenient forum, choice of venue, lack of personal           jurisdiction, sufficiency of service of process or the like.

  (f)  In the event of any litigation or arbitral proceeding between they           parties regarding this Agreement, the advertising materials or the           obligations of the parties hereunder, the party not prevailing therein           shall pay the reasonable attorneys' fees and court costs of the party           prevailing therein.

                                    9    10

  (g)  If a court of law finds any provision of this Agreement unenforceable,           the parties agree to modify such provision to the extent necessary to           make it legal and enforceable while preserving its intent and the           economic effect of the unenforceable provision.

  (h)  Any notices and demands provided hereunder must be in writing and will           be deemed given upon the earlier of actual receipt or two (2) days           after being sent by overnight Federal Express or Express Mail, return           receipt requested, to the appropriate address set forth above, as such           contacts and addresses may be changed by written notice to the other           party.

                                    10    11

                                EXHIBIT A

                        Additional Agreement Terms                  (with location of first reference in Agreement)

1.   Destination                                                      (Recitals)

  www.mol.com or any successor site, which shall be the page to which traffic is directed from the public NAI URLs.

  Co-Host Site      www.beyond.com

2.   Certain Definitions

  1. Aggregate Revenue in any year of the Term shall mean the revenue generated in such year by (i) the sale of Goods to customers entering the Co-Host Site through the Destination,and (ii) sales of Goods from the Managed Site (as defined in the Web Site Services Agreement).

  2. Liquidated Damages Amount shall mean the difference between (i) the aggregate amount of the Co-Hosting Fee paid by Co-Host (the Aggregate Fee) and (ii) the Aggregate Fee multiplied by a number the numerator of which shall be the actual Aggregate Revenue through the effective date of termination of the Agreement and the denominator of which shall be the aggregate of the Minimum Revenue Targets through the effective date of the termination.

  3. McAfee Mall shall mean the same thing as the Managed Site under the Web Site Services Agreement.

  4. Online Service Page shall mean the general reference page for the NAI Sites established under the URL www.mol.com or any successor URL.

  5. Minimum Revenue Targets shall mean: (i) in the first (1st) year of the Term, Aggregate Revenues of not less than Nine Million Dollars ($9,000,000) and (ii) in the second (2nd) year of the Term, Aggregate Revenues of not less than Twelve Million Dollars ($12,000,000).

3.   Co-Hosting Fee                                              (Section 2(a))      Co-Host shall pay to NAI a Co-Hosting Fee in the following amounts:

  (a)  A non-refundable initial payment of Two Million Five Hundred Thousand           Dollars ($2,500,000) payable as follows: $2,000,000 on or before





       September 30, 1998, and the balance within sixty (60) days of the           execution of this Agreement.

                                    11    12

  (b)  Quarterly payments of $312,500 each, with the first payment being due           September 15, 1999, and on each December 15, March 15, June 15, and           September 15 thereafter during the Term unless (i) the Agreement is           terminated in accordance with Section 6 of the Agreement prior to such           date in which case no quarterly payments will be due following the           effective date of such termination or (ii) if the Minimum Revenue           Target (as defined in Part 2 of this Exhibit A) for the first year           of the Term is not achieved by the first anniversary of the Effective           Date, in which case no quarterly payments are payable until such time           as the Minimum Revenue Target for the first year of the Term is           achieved at which point Co-Host will resume making future quarterly           payments on the schedule and in the amount set forth above for the           duration of the Term or (iii) if the aggregate Minimum Revenue Targets           (as defined in Part 2 of this Exhibit A) for the first and second           year of the Term are not achieved by the second anniversary of the           Effective Date, then, even if the Minimum Revenue Target (as defined           in Part 2 of this Exhibit A) for the first year of the Term has been           achieved prior to such second Anniversary, no quarterly payments are           payable during the second year of the Term until such time as such           aggregate Minimum Revenue Target is achieved at which point Co-Host           will resume making future quarterly payments on the schedule and in           the amount set forth above for the duration of the Term. The parties           hereby agree to renegotiate in good faith a downward adjustment to the           foregoing quarterly payments in the event that the Minimum Revenue           Target for year one (1) is not achieved in the first year of this           Agreement.

                                    12    13

                                EXHIBIT B

     SPECIFICATIONS FOR HOT LINK FROM THE ONLINE SERVICE PAGE OF ANY                               ORIGINATING LOCATION

The hot link to the Co-Host site shall be no less prominent (whether is size, location or format) than any hot link to the McAfee Mall from the Online Service Page. In addition, in the event that any hot links to the McAfee Mall are located on any web page on the Originating Locations other than on the Online Service Page, then a hot link to the Co-Host Site shall all be located on such web page and shall be no less prominent (whether is size, location or format) than any hot link to the McAfee Mall. Notwithstanding the foregoing, the hot links to the Co-Host Site referred to above shall be no less prominent (whether in size, location or format) than any third party hot link on the Online Service Page or the Originating Locations.

                                    13    14

                                EXHIBIT C

                            COMPETITORS OF NAI

PART 1

Computer  Associates International, Inc. Symantec Corporation Check Point Software Internet Security Systems, Inc. Cisco Systems (only with respect to firewall products) Security Dynamics

                          COMPETITORS OF CO-HOST

PART 2

Microwarehouse CompUSA Insight PC Connection





Best Buy Circuit City Cyberian Outpost Digital River Egghead.com Programmers Paradise Office Max Online Software Store Office Depot Online Software Store Staples Online Software Store WalMart Online Software Store BuyDirect.com Barnes & Noble Online Software Store Amazon.com Software Store Dell Computer Online Software Store Gateway 2000 Online Software Store Software Street Techwave and related companies CDW Online Store

THE PARTIES AGREE TO ACT IN GOOD FAITH IN MODIFYING THE ABOVE LIST OF COMPETITORS.

                                    14    15

                                EXHIBIT D

                         Joint Marketing Programs

  PROGRAM:                                                   FUNDING:

1.   NAI will make five e-mail promotions during the fourth quarter of 1998 for      NAI products which will contain links to the Online Service Page.

2.   NAI will make available up to 500,000 impressions on the NAI Internet Sites      and ten percent (10%) of the impressions available on NAI's Upgrade/Update      site for advertising materials to promote Beyond.com.

                                    1    16

                                EXHIBIT E

                           DISTRIBUTION ADDENDUM

  WHEREAS, NAI owns and/or markets certain computer software and hardware products set forth on Exhibit A (Products).

  WHEREAS, Co-Host is an independent reseller of computer products to end users ordering products through web sites on the Internet operated by Co-Host.

  WHEREAS, Co-Host distributes electronic copies of the Products pursuant to the ESD Agreement.

  WHEREAS, Co-Host desires to distribute the Products and NAI desires to make the Products available to Co-Host for further distribution.

  THEREFORE, in consideration of the foregoing, and of the mutual covenants and agreements hereinafter set forth, NAI and Co-Host enter into the following additional agreements regarding the Products:

1.   APPOINTMENT. NAI appoints Co-Host as a non-exclusive distributor of the      Products to end users ordering the Products from the Destination or the      Co-Host Site, and Co-Host accepts this appointment. Co-Host shall      distribute the Products, as an independent reseller, at its own risk and      expense and subject to any such prices, contractual terms and conditions as      Co-Host may from time to time determine. Nothing in this Agreement shall      prohibit Co-Host from distributing competing products in the Territory. The      Territory as that term is used herein shall mean all countries in the      world except countries to which export or re-export of any Product, or the      direct products of any Product is prohibited by United States law without      first obtaining the permission of the United States Office of Export      Administration or its successor. Co-Host shall not have the right to assign      or otherwise transfer this Agreement or any rights herein granted to any      other person or entity, except by operation of law or in connection with      the sale of all of its assets, or the acquisition of the Co-Host by a third      party. Any such attempted assignment shall be void and the Agreement shall      remain in effect.

2.   DISTRIBUTION. Co-Host has the right to market and distribute the Products      subject to the license agreement that accompanies such Product. Co-Host may





  not engage in the rental of any of the Products. Co-Host shall not in any      event remove from or obscure upon any Products any labels placed thereon by      NAI containing statements of restrictions upon distribution, without the      prior written consent of NAI. NAI reserves the right in its sole discretion      and without liability to Co-Host to add additional Products, change the      prices for the Products pursuant to Section 5, modify the Products, change      the level of NAI's support for the Products and discontinue the      availability of any Product. Any addition or deletion from the list of      Products will be indicated by NAI's revision to the NAI price list, and NAI      will use reasonable efforts to provide Co-Host with thirty (30) days notice      prior to the effective date of such changes indicated on the NAI price      list.

                                    2    17

3.   MARKETING.

  (a)  General. Co-Host will use commercially reasonable efforts to market           the Products it orders to the best of its ability, and to that end           will (i) conduct marketing activities authorized by NAI, (ii) support           special promotions initiated by NAI, and (iii) maintain a sound           financial condition. Co-Host will conduct its business in a manner           that reflects favorably upon the Products and NAI.

  (b)  Advertising; Use of Trademarks. Co-Host may advertise and promote the           Products in a commercially reasonable manner and, subject to the           provisions of Section 5 of the Co-Hosting Agreement, may use           trademarks, service marks and trade names provided by NAI in           connection therewith, provided that all such promotions and           advertising will be consistent with NAI's general quality standards           and the provisions of Section 5 of the Co-Hosting Agreement. Unless           otherwise agreed upon in writing by NAI, Co-Host will submit each           advertisement and promotion to NAI for trademark review and approval           prior to initial release, which approval will not be unreasonably           delayed or withheld. All such usage which was not expressly approved           by NAI must be terminated immediately upon receipt of notice from NAI           to that effect.

  (c)  Trademarks Rights. NAI owns any and all trademarks, trade names, and           service marks for the Products (as noted in Section 5 of the           Co-Hosting Agreement). Such trademarks, trade names, and service marks           shall include all product names, the names Network Associates,           logos, designs, and other designations or brands used by NAI in           connection with the Products. Co-Host acknowledges and agrees that NAI           is not granting to Co-Host any rights in any Product trademark, trade           name, or service mark in or outside of the Territory.

4.   INSPECTIONS, RECORDS AND REPORTING.

  (a)  Sales Out Reports. Co-Host will provide to NAI within ten (10) days           after the end of each calendar month, a computer media data file in           the format established by NAI showing, for such month, Co-Host's total           sales, by customer and by Product from each location. If requested by           NAI, Co-Host shall provide such reports with respect to weekly periods           or bi-weekly periods prior to the end of the calendar month in which           such period occurs.

  (b)  Inventory Level Reports. Co-Host will provide to NAI on Monday of each           week, a computer media data file in the format established by NAI           showing Co-Host's current inventory levels of each Product (including           items in transit), and weekly runrate snapshots and the other           information reasonably requested by NAI.

  (c)  Records. For three (3) years after each calendar quarter during the           term of this Agreement, Co-Host will keep, at Co-Host's office, full           and accurate books of account and copies of all documents and other           materials for such quarter relating to this Agreement and Co-Host's           records, accounts and contracts relating to the distribution of the           Products.

                                    3    18

  (d)  Audit. NAI may inspect the records described in Sections 4(c) upon           demand from time to time. In addition, Co-Host agrees to allow NAI's           independent auditors to audit and analyze appropriate accounting           records of Co-Host from time to time (but not more than one every six           (6) months) to ensure compliance with all terms of this Agreement. Any           such audit shall be permitted by Co-Host within fifteen (15) days of           Co-Host's receipt of NAI's written request to audit, during normal           business hours. The cost of such an audit will be borne by NAI unless           a material discrepancy indicating inadequate record keeping or that           additional fees due to NAI are discovered, in which case the cost of           the audit shall be borne by Co-Host. A discrepancy shall be deemed           material if it involves payment or adjustment of more than five           percent of the amount reported in favor of NAI. Audits and inspections           shall not interfere unreasonably with Co-Host's business activities.]

5.   ORDERING AND PAYMENT.

  (a)  NAI's Acceptance. Any order for delivery of physical product placed





       with NAI is subject to acceptance by NAI within ten (10) days           following receipt by NAI. NAI may decline any order, in whole or in           part, and unless NAI accepts an order in writing, the order is           considered accepted only to the extent it is fulfilled.] The terms and           conditions of this Agreement and of the applicable NAI invoice or           confirmation will apply to each order accepted or shipped by NAI.           Electronic confirmation from an authorized NAI email address shall           have the same effect as a signed written confirmation. The provisions           of Co-Host's form of purchase order or other business forms will not           apply to any order notwithstanding NAI's acknowledgment or acceptance           of such order.

  (b)  Price to Co-Host. NAI will inform Co-Host as to its current suggested           retail price of the Products and standard discount or pricing granted           to NAI's traditional product distributors. During the term of this           Agreement, Co-Host will be invoiced on the basis of the discounts set           forth on Exhibit A of this Distribution Addendum. Discounts off           suggested retail price (SRP) for standard NAI Products shall exclude           tradeups, upgrade SKUs and special promotions, unless otherwise           indicated. NAI may change its SRP from time to time upon written           notice to Co-Host, which may take the form of a revised price list,           and NAI may notify Co-Host of a different discount from SRP in the           event NAI offers special promotional SRPs or Product prices in NAI's           discretion.

  (c)  Price Increase. If NAI increases its suggested retail price for any           Product (a product upgrade with a different part number will not be           the same Product) and there is a resulting increase in the price of           Products to Co-Host, NAI will give Co-Host thirty (30) days advance           notice of the effective date of any such increase and:

       (i)  NAI will honor the old price for any shipments of such Product                already in transit to Co-Host;

                                    4    19

       (ii) All additional orders following such thirty (30) day period will                be shipped at the new price;

      (iii) NAI has orders for such Product from Co-Host already booked into                NAI's order entry system at the time of such price increase or if                Co-Host orders additional Products during such thirty (30) day                period, then the price increase will not apply to that portion of                such orders which call for shipments of not more than the monthly                average quantity of such Products shipped to Co-Host in the three                month period preceding the date of the increase; and

       (iv) Orders for such Product in NAI's order entry system in excess of                the quantity specified in (iii) above will be shipped at the new                price unless they are canceled by Co-Host by written notice to                NAI, provided that such notice is received by NAI no later than                fifteen (15) days prior to the date of shipment specified in such                order.

  (d)  Price Decrease. If NAI decreases its suggested retail price for any           Product (a product upgrade with a different part number will not be           the same Product), the decrease will apply to all units of such           Product in Co-Host's inventory and orders in transit to Co-Host from           NAI that are in an unopened, salable condition as of the effective           date of the decrease, provided that such Products had been shipped to           Co-Host no more than ninety (90) days prior to such effective date. To           be eligible for such price protection, Co-Host must deliver to NAI           written evidence, signed by Co-Host, of an inventory of such Products           showing the number and location of each unit of Product for which           Co-Host claims price protection eligibility hereunder within thirty           (30) days of receiving notice of such price decreases. Such reduction           will constitute a credit on Co-Host's account for future orders from           NAI under this Agreement (unless the Agreement has terminated or           expired in which case such reduction will be refunded to the extent           that Co-Host does not owe NAI money) in an amount equal to the           difference between the net invoice price at which each such unit in           inventory was provided to Co-Host and the current price then           applicable for shipments of such Product to Co-Host hereunder.

  (e)  TAXES.

       (i)  All amounts payable by Co-Host to NAI under this Agreement are                exclusive of any tax, withholding tax, levy, or similar                governmental charge that may be assessed by any jurisdiction in                or outside the Territory except income and similar taxes levied                on and payable by NAI. Such taxes, withholding taxes, levies, and                governmental charges (collectively Taxes) include Taxes based                on sales, use, excise, import or export values/fees, value-added,                income, revenue, net worth, or may be the result of the delivery,                possession, or use of the Products, the execution or performance                of this Agreement or otherwise. Should any Taxes be due, Co-Host                agrees to pay such Taxes and indemnify NAI for any claim for

                                    5    20





            such Taxes demanded. Co-Host shall make no deduction from any                amounts owed to NAI for any Taxes. Co-Host covenants to NAI that                all Products distributed hereunder will be in the ordinary course                of Co-Host's business, and Co-Host agrees to provide NAI with                appropriate information and/or documentation satisfactory to the                applicable taxing authorities to substantiate any claim of                exemption from any Taxes.

       (ii) For all Taxes paid by Co-Host, Co-Host shall provide to NAI                within forty-five (45) days after the end of any quarter, a                certificate of tax payment documenting the payment and amount of                the Taxes paid during the preceding quarter.

6.   SHIPMENT, RISK OF LOSS AND DELIVERY.

  (a)  Shipment. All the physical Products will be shipped by NAI, F.C.A.           (Incoterms 1990) place of shipment. Co-Host is responsible for paying           all freight charges, transportation expenses, insurance charges, all           applicable taxes, duties, import and export fees and similar charges           associated with the delivery of the Products to Co-Host. All shipments           will be made using either any carrier approved by both Co-Host and           NAI. Co-Host will not without NAI's prior written consent, submit any           order calling for the shipment of a Product to more than a single           redistribution site.

  (b)  Risk of Loss. All risk of loss of or damage to the Products will pass           to Co-Host upon delivery by NAI to the common carrier. Co-Host will           bear the risk of loss or damage in transit.

  (c)  Partial Delivery. Unless Co-Host clearly advises NAI to the contrary           in writing NAI, may make partial shipments on account of Co-Host's           orders which shall, to be separately invoiced and paid for when due.

7.   RETURNS.

  (a)  Returned Merchandise Authorization. Notwithstanding anything to the           contrary herein contained, NAI will not issue credit to nor be           obligated to accept returns for any reason for any physical Products           unless NAI shall have previously issued a written Return Merchandise           Authorization (RMA). The preceding sentence governs whether or not           NAI is obligated to issue an RMA under this Agreement or applicable           law. RMAs must be in writing, signed by NAI and only authorize the           return of Products in good resalable conditions unless expressly           provided otherwise herein. If damaged goods are received pursuant to           an RMA, no credit shall be given by NAI with respect to such damaged           goods unless the RMA indicates otherwise. Co-Host shall be responsible           for all freight charges for goods returned pursuant to an RMA, unless           otherwise indicated herein or in the RMA.

  (b)  Customer Returns and Bad Box. Subject to Section 7 (a), Co-Host may,           during the term of this Agreement, obtain a credit against current or           future invoices from

                                    6    21

       NAI, for Products which have been returned by end users as defective,           or pursuant to the warranty stated in NAI's end user license. Such           credit will be in an amount equal to the original invoice price less           any discounts or other credits previously received. Co-Host shall also           have the ability to return for credit Products which have boxes that           are or become damaged, unless such damage was caused by Co-Host. An           offsetting purchase order must be placed for all bad box returns. In           the event of claims by end users of incomplete Product, NAI, at its           discretion, may supply to Co-Host, at no charge, any and all missing           materials which are supposed to be provided with the current release           of such Products or replace the entire Products in such situation.

  (c)  Discontinued Products. Co-Host may, during the term of this Agreement,           obtain a credit for the price paid by Co-Host to be applied against           current or future invoices, for all versions of Products shipped by           NAI within the previous ninety (90) days that NAI discontinues or           which are removed from NAI's current retail price list. Such credit           will be equal to the price paid by Co-Host for such obsolete Products,           less discounts received under Section 5 of this Agreements. All such           discontinued Products will be counted and inspected at the Inspection           Site by NAI's employee, and upon NAI's acceptance thereof (which will           be a condition of Co-Host's eligibility for a credit hereunder) such           Products will be promptly and completely destroyed or, if requested by           NAI, such Products or any portion thereof will be returned to NAI as           it directs. No Product shall be deemed discontinued if a later version           of the Product is still being offered by NAI and end users may obtain           the current version of such Product from NAI electronically at no           additional charge.

  (d)  Freight. Co-Host will pay all costs (including freight) associated           with the return of the Products to NAI and back to Co-Host as provided           herein, except that NAI will be responsible for all freight costs           associated with (i) the return of Products under Section 7(b), (ii)           the return of any discontinued or obsolete Products under Section           7(c), and (iii) the return of other Product updates agreed upon by NAI           and Co-Host.

8.   GENERAL.





  (a)  Co-Host agrees that it will not, directly or indirectly, export or           transmit the Product and technical data (or any part thereof) or any           process or service that is the direct product of the software and           documentation, to any group S or Z country specified in Supplement No.           1 of Section 770 of the Export Administration Regulations or to any           other country to which such export or transmission is restricted by           such regulation or statute, without the prior written consent, if           required, of the Office of Export Administration of the U.S.           Department of Commerce, or such other governmental entity as may have           jurisdiction over such export or transmission.

                                    7    22

  (b)  Co-Host acknowledges that some NAI Products hereto contain encryption           and some are export restricted (the Restricted Software) by the U.S.           Department of Commerce's Bureau of Export Administration (BXA).           Co-Host further acknowledges that for this reason, the export of such           items may subject the Co-Host or its executives to fines and/or other           severe penalties. Unless all required permits and/or approvals have           been obtained, Co-Host shall not export or re-export the Restricted           Software outside of the United States, whether directly or indirectly,           and will not cause, approve or otherwise facilitate others such as           agents, subsequent purchasers, licensees or any other third parties in           doing so. The parties agree to cooperate with each other with respect           to any application for any required licenses and approvals. However,           Co-Host acknowledges it is their ultimate responsibility to comply           with all export laws with respect to the Restricted Software and that           NAI has no further responsibility after the initial sale to the           Co-Host within the United States.

                                    8    23

                        EXHIBIT A TO EXHIBIT E

1.   PRODUCTS COVERED (RECITALS). Product(s) provided to Co-Host shall be all NAI Goods as that term is defined in Section 1 (c) of the Agreement and no other products.

2.   PRICES AND DISCOUNTS (SECTION 5(a)).

The standard discount or pricing granted to NAI's traditional Product distributors increased by four percentage points. 
Question: Highlight the parts (if any) of this contract related to Liquidated Damages that should be reviewed by a lawyer. Details: Does the contract contain a clause that would award either party liquidated damages for breach or a fee upon the termination of a contract (termination fee)?

Output: Termination or expiration of this Agreement if by reason of material           breach by Co-Host shall not affect any of Co-Host's payment           obligations, all of which survive termination of this Agreement;           provided that, in (i) the event of termination of this Agreement by           Co-Host due to a material default by NAI, NAI shall pay to the Co-Host           the Liquidated Damages Amount (as defined in Part 2 of Exhibit "A


Input: Consider Input: EXHIBIT 10.5 NON-EXCLUSIVE DISTRIBUTOR AGREEMENT This Non-Exclusive Distributor Agreement (the Agreement) is made and entered into as of this 19th day of July 2018, by and between iMine Corporation, (hereinafter referred to as JRVS) and SUNWAI Technology, a Taiwanese company, with its principal office at 6th Floor, No. 258, Section 3, Nanjing East Road, Songshan District, Taipei 10051 (hereinafter referred to as the Distributor). RECITAL WHEREAS, Distributor desires to be, a nonexclusive distributor of JRVS for certain cryptocurrency mining rig products; JRVS wishes to sell its products through Distributor on a continuing basis on the terms and conditions set forth below. AGREEMENT NOW, THEREFORE, in consideration of the mutual agreements and covenants, JRVS and the Distributor agree as follows: 1. DEFINITIONS 1.1 Confidential Information of a party shall mean any information disclosed by that party to the other party pursuant to this Agreement which is in written, graphic, machine readable or other tangible form. Confidential Information may also include oral information disclosed by one party to the other pursuant to this Agreement. 1.2 Customers shall mean the purchasers of the Products whose principal offices and operations are located in the Territory. 1.3 iMine Products shall mean those Products known as cryptocurrency mining rigs and its parts and components, as JRVS and the Distributor shall maintain and modify from time to time. 1.4 House Accounts shall mean those Customers in the Territory who purchase Products directly from JRVS. 1.5 Non-standard Products shall mean those Products that are not standard mining rigs that require special testing, packaging or otherwise to be modified as requested by the Distributor and approved by JRVS in writing. 1.6 Proprietary Rights shall mean all rights in the Products and JRVS's Confidential Information, including, but not limited to, patents, copyrights, trademarks, trade names, know-how, show-how, and trade secrets, irrespective of whether such rights arise under U.S. or international intellectual property, unfair competition or trade secret laws. 1.7 Products shall mean the products offered by JRVS for sale to the Distributor; the Products shall include iMine cryptocurrency mining rigs and its parts and components. 1.8 Territory shall mean the geographic area of Taiwan. 2. APPOINTMENT 2.1 Appointment of Nonexclusive Distributor. Subject to the terms and conditions of this Agreement, JRVS appoints the Distributor, and the Distributor hereby accepts such appointment, as JRVS'S non-exclusive authorized distributor for sale of the Products to the Customers (other than House Account) in the Territory (as these terms are defined in Section 1.8, above). Under no circumstances shall Distributor sell Products for use outside the Territory. 1

Source: IMINE CORP, S-1, 7/25/2018





2.2 Designation of House Account. In the event JRVS notifies the Distributor that JRVS has designated a Customer of the Distributor as a new House Account, such Customer will become a House Account effective Ninety (90) days following such notice. At JRVS's sole discretion, JRVS may compensate the Distributor for extraordinary sales and distribution efforts rendered prior to the designation of the new House Account. 3. DISTRIBUTOR RESPONSIBILITIES 3.1 Market Promotion. The Distributor shall use its best efforts, consistent with prudent business practice, and shall devote such time as may be commercially reasonably necessary, to conduct an aggressive marketing and selling program and to promote the sale of the Products. 3.2 No Product Change. The Distributor shall not modify or change the Products in any way without the express prior written consent of JRVS. 3.3 Conflict of Interest. The Distributor shall not, during the term of this Agreement, directly or indirectly market, sell, distribute, solicit orders within the Territory for any products which are competitive with the iMine Products unless JRVS consents thereto in writing in advance, based upon the Distributor's full disclosure of the material facts in seeking such consent. Any such marketing, sale, distribution or solicitation of the competitive products is considered to be a material breach of this Agreement. 3.4 Reports. Distributor shall submit periodical reports to iMine to include information on how many buyers or potential buyers were contacted. 3.5 Compliance with Laws. The Distributor shall comply at its own expense with all applicable laws and regulations currently existing in Taiwan relating to the sale, distribution and promotion of the Products. Distributor shall not export, directly or indirectly, any Products or related information outside of Taiwan. 3.6 Feedbacks. The Distributor shall provide JRVS with prompt written notification of any comments or complaints about the Products that are made by Customers, and of any problems with the Products or their use that the Distributor becomes aware of. Such written notification shall be the property of JRVS, and shall be considered to be part of JRVS's Confidential Information. 3.7 Referral. The Distributor agrees to refer all prospective customers to JRVS when the Distributor cannot aggressively pursue distribution to such customers because of geographic location or any other reason; provided, however, that if the Distributor cannot aggressively pursue distribution because of price and/or volume, the parties will negotiate a reasonable referral fee to be mutually agreed upon. The Distributor shall also refer directly to JRVS inquiries relating to bundling, partnership or other business opportunities with third party vendors, hardware and system manufacturers and software developers. 3.8 Inventory. The Distributor shall maintain an inventory of Products in reasonably sufficient quantities to provide adequate and timely delivery to the Customers. At a minimum, such inventory shall include not less than the quantity of Products necessary to meet Distributor's reasonably anticipated demands for a thirty (30) day period. 3.9 Audits. JRVS shall be entitled at any time to audit the Distributor's books and records upon reasonable notice in order to confirm the accuracy of the Reports set forth in Section 3.4; provided, that no more than one such audit may be conducted in any three-month period. Any JRVS-elected audit shall be performed at JRVS's own expense during normal business hours; Distributor shall provide reasonable assistance to JRVS for the audit. Additionally, the Distributor shall provide JRVS with its audited financial statements within three (3) months of the end of its fiscal year. 4. ORDERS AND ACCEPTANCE 4.1 Rolling Forecast. The Distributor shall provide JRVS at least one month in advance with a good faith rolling quarterly sales forecast for the units of the Products to be provided by JRVS to the Distributor hereunder during each month in such calendar quarter. Subject to Section 4.4, not later than the 15t h day of each month, Distributor will provide JRVS with a binding purchase order for the third month following the month in which the purchase order is placed and a non-finding forecast for the following three months (i.e., the fourth, fifth and sixth months following the month in which the forecast is given. 2

Source: IMINE CORP, S-1, 7/25/2018





4.2 Purchase Orders. The Distributor shall initiate purchases under this Agreement by submitting written purchase orders (each, an Order) to JRVS. Such orders shall state unit quantities, unit descriptions, requested delivery dates, and shipping instructions. No purchase order shall be binding upon JRVS until accepted by JRVS in writing. JRVS reserves the right to reject orders in whole or in part. Partial shipment of an order shall not constitute acceptance of the entire order. In the event that JRVS is unable to fill an accepted purchase order in accordance with the schedule set forth therein as long as the purchase order does not exceed 110% of the iMine Products set forth on the most recent forecast for such month, JRVS will use commercially reasonable efforts to fill such order on an allotment basis. This Agreement shall govern all orders placed by the Distributor for units of the Product. No terms on purchase orders, invoices or like documents produced by the Distributor shall alter or add to the terms of this Agreement. Any other terms and conditions of sale in conflict with or inconsistent with the terms and conditions of this Agreement, whether contained in the Distributor's preprinted forms or otherwise, notwithstanding JRVS's acceptance otherwise, shall have no force or effect to the extent of such conflict or inconsistency. 4.3 Order Requirements. The Distributor's single purchase order amount shall be a minimum of five units. Non-standard Products may have higher minimum purchase requirements and longer lead time as determined by JRVS. 4.4 Lead Time. The Distributor shall submit purchase orders to JRVS in accordance with a lead time of twenty-eight (28) to one hundred and twenty (120) days according to the schedule advised by JRVS. In no event shall the lead time for Non-standard Products be less than two (2) months. JRVS shall use commercially reasonable efforts to deliver units of Product at the times set forth in JRVS's written acceptances of the Distributor's purchase orders. 4.5 Demonstration Units. Orders by Distributor for samples and/or pilot run may be subject to smaller amount and shorter cycle time as shall be requested by Distributor and accepted by JRVS. In such cases, products may be ordered in multiples of smaller units (calculated in number of reels or tubes), and in no events shall exceed three such units. 4.6 Cancellations. Except as provided herein, all Orders for Products are non-cancelable, and Products are non-returnable (NC/NR). Subject to JRVS's written approval, orders for mining rigs may be rescheduled or cancelled subject to the cancellation fees, which are based on the number of days in advance of the scheduled shipment date that the Distributor notifies JRVS of cancellation and shall be set by JRVS from time to time. The Nonstandard Products are at all times non-cancelable. Distributor shall contact JRVS in advance for pricing and delivery information for orders of Non-standard Products. 5.1 JRVS Price. Subject to the terms and conditions of this Agreement, the Distributor shall pay for the Products at the then current price of JRVS (the JRVS Price) at the time of placement of the Order. 5.2 Price Change. JRVS shall have the right to revise JRVS Price at any time. Price changes shall apply to all purchase orders received after the effective date with the notice, except that any price increase shall be effective immediately upon notice to Distributor and apply to those accepted but undelivered orders. 5.3 Special Pricing. Notwithstanding the JRVS Price, special pricing on any one of the Products may be extended to the Distributor, in JRVS sole discretion, in situations where special pricing is necessary for the Distributor to obtain sale of the Products to a Customer. If JRVS elects to extend such special pricing, it will issue a confidential meet comp quote number documenting the special price quoted. Upon receipt of the meet comp quote number, the Distributor may ship the Products to the Customer from stock and debit JRVS for the difference between their invoiced amount, less any prior credits granted by JRVS, and the new special pricing. The meet comp quote number shall be included on all such debits. 5.4 Taxes. All JRVS Prices are exclusive of any export, withholding, federal, state and local taxes, duties or excises other than taxes based on JRVS's net income. If JRVS pays any taxes, duties or excises which are not included in the fees charged for the Product, JRVS shall itemize such taxes, duties or excises as a separate item on its invoices to the Distributor, and the Distributor shall reimburse JRVS for such taxes, duties or excises; provided, that the Distributor shall not be required to make any such reimbursement if it provides a valid tax exemption certificate to JRVS prior to shipment. 3

Source: IMINE CORP, S-1, 7/25/2018





6. TERMS OF PAYMENT 6.1 Payment Terms. JRVS shall submit an invoice to the Distributor upon shipment of Products to the Distributor. The invoice shall state the amount to be paid by the Distributor for all Products in such shipment, as well as any taxes, duties or excises paid by JRVS which shall be reimbursed by the Distributor in accordance with Section 5.4. Terms of payment shall be net thirty (30) days. All payments shall be in U.S. Dollars. 6.2 Late Payments. All amounts which are not timely paid by the Distributor as required by this Agreement shall be subject to a late charge equal to one and one-half percent (1.5%) per month (or, if less, the maximum allowed by applicable law). In the event that any payment due hereunder is overdue, JRVS reserves the right to suspend performance until such delinquency is corrected. 7. DELIVERY 7.1 Packing and Shipping. All Products to the Distributor shall be packaged in JRVS's standard containers, or, at the Distributor's expense, in accordance with instructions provided by the Distributor, and shall be shipped to the Distributor's address set forth above, or to an address specified in the purchase order. Unless otherwise agreed, shipment shall conform to JRVS's standard shipping procedures, or such terms as both shall agree. Title and risk of loss shall pass to the Distributor at the Delivery Point. All customs duties, freight, insurance and other shipping expenses from the Delivery Point, as well as any other special packing expenses requested by the Distributor, shall be borne by the Distributor. The Distributor agrees to satisfy all import formalities pertaining to shipment of units of the Product to destinations outside the United States. 7.2 Inspection and Acceptance. The Distributor shall have thirty (30) days (the Inspection Period) upon receipt of each shipment to inspect and test the Products. If the Distributor determines any unit of Products defective, the Distributor shall promptly notify JRVS of such defects. Defective Products may be returned for retest, evaluation and examination subject to JRVS Returned Material Authorization (RMA) procedure; provided, that such written notification and request for an RMA number must be received by JRVS during the Inspection Period. Returns must be prepaid by Distributor. When requesting a return authorization, Distributor must supply Distributor's purchase order number and JRVS's invoice number. Product description must include lot number and wafer numbers. 7.3 Exclusion. JRVS will inspect all Products returned pursuant to the foregoing RMA procedures, and JRVS will not replace products where the defect is due to misuse, neglect, alteration or improper storage by the Distributor. 8. PROPRIETY RIGHTS 8.1 Acknowledgement. The Distributor acknowledge and agree that JRVS owns all of the Proprietary Rights. The use by the Distributor of the Proprietary Rights is authorized only for the purposes herein set forth and upon termination of this Agreement for any reason, such authorization will cease. 8.2 No Other Rights. The Distributor may not, directly or through any person or entity, in any form or manner, copy, distribute, reproduce, incorporate, use or allow access to the Products or modify, prepare derivative works of, decompile, reverse engineer, disassemble or otherwise attempt to derive source code or object code from the Products, except as explicitly permitted under this Agreement or otherwise agreed in writing. 8.3 Proprietary Notice. The Distributor will ensure that all copies of the Products will incorporate copyright and other proprietary notices in the same manner that JRVS incorporates such notices in the Products or in any manner reasonably requested by JRVS. The Distributor will not remove any copyright or other proprietary notices incorporated on or in the Products by JRVS. 8.4 Use of Trademarks. During the term of this Agreement, the Distributor may (i) announce to the public that it is an authorized non-exclusive the Distributor of the Products, and (ii) advertise the Products under the trademarks, service marks, marks, and trade names that JRVS may adopt from time to time (the JRVS Trademarks). JRVS shall provide the Distributor JRVS Trademarks on disk or camera-ready art for production. The Distributor understands that JRVS has applied for applicable federal and state registration of certain of its trademarks and agrees, upon JRVS's request, to so indicate on the box containing the Products and, in any advertisement,, promotional materials or other documents that contain the Products' names. Nothing herein will grant to the Distributor any right, title or interest in JRVS Trademarks. At no time during or after the term of this Agreement will the Distributor challenge or assist others to challenge JRVS Trademarks or the registration thereof or attempt to register any trademarks, marks or trade names confusingly similar to those of JRVS. The Distributor shall follow reasonable trademark usage guidelines communicated by JRVS. Distributor's use of JRVS's trademarks and trade names shall be subject to JRVS' prior approval and shall be used only in a manner consistent with JRVS' trademark use policy. 4

Source: IMINE CORP, S-1, 7/25/2018





8.5 Use of Trade Names. The Distributor will present and promote the sale of the Products fairly. The Distributor may use JRVS's product names in the Distributor's advertising and promotional media provided (i) that the Distributor conspicuously indicates in all such media that such names are trademarks of JRVS and (ii) that the Distributor submits all such media to JRVS for prior approval and complies with the requirements set forth in Section 8.4. Upon termination of this Agreement for any reason, the Distributor will immediately cease all use of Products' names and JRVS Trademarks and, at the Distributor's election, destroy or deliver to JRVS all materials in the Distributor's control or possession which bear such names and trademarks, including any sales literature. The Distributor will not challenge any intellectual property rights claimed by JRVS in such trademarks. 9. CONFIDENTIAL INFORMATION 9.1 Nondisclosure, Non Use. Each party shall treat as confidential all Confidential Information of the other party, shall not use such Confidential Information except as set forth herein, and shall use reasonable efforts not to disclose such Confidential Information to any third party. Without limiting the foregoing, each of the parties shall use at least the same degree of care which it uses to prevent the disclosure of its own confidential information of like importance to prevent the disclosure of Confidential Information disclosed to it by the other party under this Agreement. Each party shall promptly notify the other party of any actual or suspected misuse or unauthorized disclosure of the other party's Confidential Information. 9.2 Exception. Notwithstanding the above, neither party shall have liability to the other with regard to any Confidential Information of the other which the receiving party can prove: (a) was in the public domain at the time it was disclosed or has entered the public domain through no fault of the receiving party; (b) was known to the receiving party, without restriction, at the time of disclosure, as demonstrated by files in existence at the time of disclosure; (c) is disclosed with the prior written approval of the disclosing party; (d) was independently developed by the receiving party without any use of the Confidential Information, as demonstrated by files created at the time of such independent development; (e) becomes known to the receiving party, without restriction, from a source other than the disclosing party without breach of this Agreement by the receiving party and otherwise not in violation of the disclosing party's rights; (f) is disclosed generally to third parties by the disclosing party without restrictions similar to those contained in this Agreement; or (g) is disclosed pursuant to the order or requirement of a court, administrative agency, or other governmental body; provided, however, that the receiving party shall provide prompt notice thereof to the disclosing party to enable the disclosing party to seek a protective order or otherwise prevent or restrict such disclosure. 9.3 Return of Confidential Information. Upon expiration or termination of this Agreement, each party shall return all Confidential Information received from the other party. 9.4 Remedies. Any breach of the restrictions contained in this Section 9 is a breach of this Agreement which may cause irreparable harm to the nonbreaching party. Any such breach shall entitle the nonbreaching party to injunctive relief in addition to all legal remedies. 5

Source: IMINE CORP, S-1, 7/25/2018





10. LIMITED WARRANTY 10.1 Sole Warranty. THE SOLE WARRANTY, IF ANY, PROVIDED IN CONNECTION WITH THE PRODUCT SHALL BE PROVIDED BY THE COMPONENT MANUFACTURER. JRVS MAKES NO WARRANTIES TO THE DISTRIBUTOR OR CUSTOMERS. 10.2 Warranty Period. JRVS shall NOT provide a warranty of any kind for each of the Products against defects in material and workmanship under normal use and service from the date of delivery to the Distributor. 10.3 No Other Warranty. EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION 10, JRVS PROVIDES NO WARRANTY, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, AND SPECIFICALLY DISCLAIMS ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO THE PRODUCT AND DOCUMENTATION. 11. INDEMNIFICATION 11.1 Indemnification by the Distributor. The Distributor agrees to indemnify, defend and hold JRVS and its affiliated companies and their directors, officers, employees, and agents (collectively, Protected Parties) harmless from and against any and all claims (including those for personal injury or death) and liabilities (including attorneys' and other professional fees and other costs of litigation) by any other party arising out of or attributable to the Distributor's representation of the Products in a manner inconsistent with JRVS's Product descriptions and warranties or from the Distributor's marketing, distribution, use or sale of the Products. 12. TERM AND TERMINATION 12.1 Term. This Agreement shall become effective upon the date first written above and shall remain in full force and effect for a period of two years (2), unless earlier terminated pursuant to the provisions in this Agreement. This Agreement shall expire unless extended by both parties in writing prior to the termination. 12.2 Termination for Convenience. This Agreement may be terminated by either party for any reason or no reason, whether or not extended beyond the initial term, by giving the other party written notice ninety (90) days in advance. 12.3 Termination for Cause. Except as set forth in the last sentence of this Section 12.3, if either party defaults in the performance of any material provision of this Agreement, then the non-defaulting party may give written notice to the defaulting party that if the default is not cured within thirty (30) days the Agreement will be terminated. If the non-defaulting party gives such notice and the default is not cured during the thirty (30) day period, then the Agreement shall automatically terminate at the end of that period. Notwithstanding the foregoing, if the Distributor breaches the provisions of Section 9 hereof, then JRVS shall be entitled to terminate this Agreement effective immediately upon delivery of written notice to the Distributor. 12.4 Termination for Insolvency and Other Events. This Agreement shall terminate, without notice, (i) upon the institution by or against either party of insolvency, receivership or bankruptcy proceedings or any other proceedings for the settlement of such party's debts, (ii) upon either party's making an assignment for the benefit of creditors, or (iii) upon either party's dissolution or ceasing to do business. 12.5 Effect of Termination. Upon termination of this Agreement, the Distributor shall make such disposition of price lists, advertising materials and other materials furnished by JRVS as JRVS may direct. JRVS's name, JRVS's Trademarks, and similar identifying symbols shall not be displayed or used by the Distributor thereafter. 12.6 No Liability. In the event of termination by either party in accordance with any of the provisions of this Agreement, neither party shall be liable to the other, because of such termination, for compensation, reimbursement or damages on account of the loss of prospective profits or anticipated sales or on account of expenditures, inventory, investments, leases or commitments in connection with the business or goodwill of either party. Termination shall not, however, relieve either party of any obligations incurred prior to the termination, including, without limitation, the obligation of the Distributor to pay JRVS for Products purchased prior to such termination. 12.7 Survival of Certain Terms. The provisions of Sections 1, 3.9, 5, 6, 8, 9, 10, 11, 12, 13, 14, and 15 of this Agreement, and all payment obligations incurred during the term of this Agreement, shall survive the expiration or termination of this Agreement for any reason. The provisions of Section 9 shall survive the expiration or termination of this Agreement for five (5) years. All other rights and obligations of the parties shall cease upon termination of this Agreement. 6

Source: IMINE CORP, S-1, 7/25/2018





13. LIMITATION OF LIABILITIES 13.1 Limitation of Liabilities. IN NO EVENT SHALL JRVS'S LIABILITY ARISING OUT OF THIS AGREEMENT EXCEED THE AMOUNT RECEIVED BY JRVS FROM THE DISTRIBUTOR HEREUNDER FOR THE PRODUCT GIVING RISE TO THE LIABILITY. IN NO EVENT SHALL JRVS BE LIABLE FOR COSTS OF PROCUREMENT OF SUBSTITUTE PRODUCTS OR SERVICES, LOST PROFITS OR ANY CONSEQUENTIAL, SPECIAL, INCIDENTAL, OR INDIRECT DAMAGES, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY (INCLUDING NEGLIGENCE OR STRICT LIABILITY), ARISING OUT OF THIS AGREEMENT. THE DISTRIBUTOR ACKNOWLEDGES AND AGREES THAT THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. 13.2 Limitation on Actions. NO ACTIONS, REGARDLESS OF FORM, ARISING OUT OF THIS AGREEMENT, MAY BE BROUGHT BY DISTRIBUTOR MORE THAN ONE (1) YEAR AFTER THE CAUSE OF ACTION HAS ARISEN. 14. NOTICES 14.1 All notices required or permitted hereunder shall be in writing and shall be delivered (a) by facsimile, (b) personally, or (c) mailed by certified or registered mail, return receipt requested and postage prepaid, addressed to the addressed below. Delivery by facsimile is effective upon receipt of successful fax transmission and shall be followed by delivery by mail as set forth above. Notice by personal delivery is effective upon receipt of the notice. Notice sent by mail shall for all purposes of this Agreement be treated as being effective or having been given ten days after mail. To JRVS: iMine Corporation 8520 Allison Point Blvd Ste. 223 #87928 Indianapolis, Indiana 46250 Attention: Mr. Daniel Tsai, Chief Executive Officer To DISTRIBUTOR: Sunwai Technology 6th Floor, No. 258, Section 3, Nanjing East Road, Songshan District, Taipei 10051 Attention: Mr. SEI-PENG TU, President 15. GENERAL 15.1 Authority. Both parties represent and warrant to each other that they have the right and lawful authority to enter into this Agreement. 15.2 Entire Agreement. This Agreement constitutes the entire agreement of the parties pertaining to the subject matter hereof, and merges all prior negotiations and drafts of the parties with regard to the transactions contemplated herein. Any and all other written or oral agreements existing between the parties hereto regarding such transactions are expressly canceled. 15.3 No Conflict. In the event of a conflict or inconsistency between the terms of this Agreement and those of any order, quotation, solicitation or other communication from one party to the other, the terms of this Agreement shall be controlling. 7

Source: IMINE CORP, S-1, 7/25/2018





15.4 Amendments and Waivers. No modification, change or amendment to this Agreement, or any waiver of any rights in respect hereto, shall be effective unless in writing signed by both parties in the case of a modification, change or amendment or by the party granting the waiver in the case of a waiver. 15.5 Successors and Assigns. The Distributor shall not assign any of its rights, obligations or privileges (by operation of law or otherwise) hereunder without the prior written consent of JRVS. JRVS shall have the right to assign its rights, obligations and privileges hereunder to an assignee that agrees in writing to be bound by the terms and conditions of this Agreement. The terms and conditions of this Agreement shall inure to the benefit of and be binding upon the respective permitted successors and assigns of the parties. Nothing in this Agreement, express or implied, is intended to confer upon any party other than the parties hereto or their respective successors and assigns any rights, remedies, obligations, or liabilities under or by reason of this Agreement, except as expressly provided in this Agreement. 15.6 Independent Contractor. Neither party shall, for any purpose, be deemed to be an agent of the other party and the relationship between the parties shall only be that of independent contractors. Neither party shall have any right or authority to assume or create any obligations or to make any representations or warranties on behalf of any other party, whether express or implied, or to bind the other party in any respect whatsoever. 15.7 Export Control. Distributor understands that JRVS may be subject to regulation by agencies of the U.S. government, including the U.S. Department of Commerce, which prohibit export or diversion of certain products and technology to certain countries. Any and all obligations of JRVS to provide Products, as well as any technical assistance, will be subject in all respects to such United States laws and regulations and will from time to time govern the license and delivery of technology and products abroad by persons subject to the jurisdiction of the United States, including the Export Administration Act of 1979, as amended, any successor legislation, and the Export Administration Regulations issued by the Department of Commerce, International Trade Administration, or Office of Export Licensing. Distributor warrants that it will comply in all respects with the export and re-export restrictions for all Products shipped to Distributor. Distributor will take all actions which may be reasonably necessary to assure that no end-user contravenes such United States laws or regulations. 15.8 Force Majeure. In the event that either party is prevented from performing or is unable to perform any of its obligations under this Agreement (other than a payment obligation) due to any Act of God, fire, casualty, flood, earthquake, war, strike, lockout, epidemic, destruction of production facilities, riot, insurrection, material unavailability, or any other cause beyond the reasonable control of the party invoking this section, and if such party shall have used its best efforts to mitigate its effects, such party shall give prompt written notice to the other party, its performance shall be excused, and the time for the performance shall be extended for the period of delay or inability to perform due to such occurrences. Notwithstanding the foregoing, if such party is not able to perform within thirty (30) days after the event giving rise to the excuse of force majeure, the other party may terminate this Agreement. 15.9 Severability. If one or more provisions of this Agreement are held to be unenforceable under applicable law, the parties agree to renegotiate such provision in good faith, in order to maintain the economic position enjoyed by each party as close as possible to that under the provision rendered unenforceable. In the event that the parties cannot reach a mutually agreeable and enforceable replacement for such provision, then (i) such provision shall be excluded from this Agreement, (ii) the balance of the Agreement shall be interpreted as if such provision were so excluded and (iii) the balance of the Agreement shall be enforceable in accordance with its terms. 15.10 Titles and Subtitles. The titles and subtitles used in this Agreement are used for convenience only and are not to be considered in construing or interpreting this Agreement. 15.11 Choice of Law; Dispute Resolution. This Agreement shall be governed by and construed pursuant to the laws of the State of Indiana, U.S.A., without reference to principals of conflicts of laws. All disputes arising out of this shall be settled by final binding arbitration in Hamilton County, Indiana, pursuant to the Commercial Arbitration Rules of the American Arbitration Association. Judgment on the award rendered by the arbitrators may be entered in any court having competent jurisdiction thereof. Notwithstanding the foregoing, the parties may apply to any court of competent jurisdiction in Hamilton County, Indiana, U.S.A., for a temporary restraining order, preliminary injunction, or other interim or conservatory relief, as necessary, without breach of this arbitration agreement and without any abridgment of the powers of the arbitrators, and agree that such courts shall have exclusive jurisdiction of any such action. 15.12 Advice of Legal Counsel. Each party acknowledges and represents that, in executing this Agreement, it has had the opportunity to seek advice as to its legal rights from legal counsel and that the person signing on its behalf has read and understood all of the terms and provisions of this Agreement. This Agreement shall not be construed against any party by reason of the drafting or preparation thereof. 8

Source: IMINE CORP, S-1, 7/25/2018





IN WITNESS WHEREOF, THE PARTIES HERETO HAVE EXECUTED THIS AGREEMENT AS OF THE DATE FIRST WRITTEN ABOVE. Sunwai Technology iMine Corporation

/s/ Sei-Peng Tu /s/ Daniel Tsai By: Sei-Peng Tu By: Daniel Tsai Title: President Title: Chief Executive Officer 9

Source: IMINE CORP, S-1, 7/25/2018 
Question: Highlight the parts (if any) of this contract related to Covenant Not To Sue that should be reviewed by a lawyer. Details: Is a party restricted from contesting the validity of the counterparty’s ownership of intellectual property or otherwise bringing a claim against the counterparty for matters unrelated to the contract?
Output: At no time during or after the term of this Agreement will the Distributor challenge or assist others to challenge JRVS Trademarks or the registration thereof or attempt to register any trademarks, marks or trade names confusingly similar to those of JRVS. T