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.

Q: EXHIBIT 10.6

                              DISTRIBUTOR AGREEMENT

         THIS  DISTRIBUTOR  AGREEMENT (the  Agreement)  is made by and between Electric City Corp.,  a Delaware  corporation  (Company)  and Electric City of Illinois LLC (Distributor) this 7th day of September, 1999.

                                    RECITALS

         A. The  Company's  Business.  The Company is  presently  engaged in the business  of selling an energy  efficiency  device,  which is  referred to as an Energy  Saver  which may be improved  or  otherwise  changed  from its present composition (the Products).  The Company may engage in the business of selling other  products  or  other  devices  other  than  the  Products,  which  will be considered  Products if Distributor  exercises its options pursuant to Section 7 hereof.

         B. Representations.  As an inducement to the Company to enter into this Agreement,  the  Distributor  has  represented  that  it has or  will  have  the facilities,  personnel,  and financial capability to promote the sale and use of Products.  As an  inducement  to  Distributor  to enter into this  Agreement the Company has  represented  that it has the  facilities,  personnel  and financial capability to have the Products  produced and supplied as needed pursuant to the terms hereof.

         C. The Distributor's  Objectives.  The Distributor  desires to become a distributor  for the Company and to develop  demand for and sell and  distribute Products  solely  for the use within the State of  Illinois,  including  but not limited to public  and  private  entities,  institutions,  corporations,  public schools, park districts,  corrections facilities,  airports,  government housing authorities and other government agencies and facilities (the Market).

         D. The Company's  Appointment.  The Company appoints the Distributor as an  exclusive  distributor  of Products in the Market,  subject to the terms and conditions of this Agreement.

         1.       ESTABLISHMENT OF DISTRIBUTORSHIP

                  1.1      Grant  and   Acceptance.   Company  hereby   appoints                            Distributor as Company's exclusive distributor within                            the Market and grants to  Distributor  the  exclusive                            right  to sell and  distribute  Products  within  the                            Market,   and   Distributor   hereby   accepts   such                            appointment  and such grant,  in accordance  with the                            terms and conditions of this  Agreement.  Distributor                            acknowledges that customers of other  distributors of                            the Products may have sites,  locations or operations                            in  the   Market,   which  will  use  the   Products.                            Distributor  will sell any and all Products  required                            by such  customers in the Market to those  customers.                            Distributor also  acknowledges  that if its customers                            have  sites,  locations  or  operations  outside  the                            Market,   in  the   market   of   another   exclusive                            distributor of the Products,  those customers will be                            required to  purchase  products  from the  applicable                            exclusive  distributor  in  that  market;  otherwise,                            Distributor shall be free to sell to its customers in                            any  market  which  does not have  another  exclusive                            distributor.

                  1.2      License.  The Company  hereby grants the  Distributor                            the right to do business  and use the name  Electric                            City of  Illinois  or a  similar  variation  thereof                            (collectively   the   Names)  for  use  under  this                            Agreement.  Distributor may file with the appropriate                            state and local authorities assumed name certificates                            as required.  Copies of all documents relating to the                            use of the Names shall be  forwarded  to the Company.                            Upon termination of this Agreement  Distributor shall                            have no further  right to the Names and said  License                            to use the Names shall terminate.  Distributor  shall                            have  no  right  to  sublicense  the  Names  or to do                            business  under any other names without the Company's                            prior  approval in writing.  The parties  acknowledge                            that the  terms  herein  consist  of there  terms for                            Illinois.  At the  request  of  either  party,  a new                            agreement reflecting the terms and conditions of this                            Agreement,  may be executed  for each state or entity                            representing each state.





                  1.3      Term.  The term of this  Agreement  shall be ten (10)                            years (the Term)  which shall  commence on the date                            upon which the Company  delivers to  Distributor  the                            last Sample, as defined  hereinafter.  If Distributor                            complies with all of the terms of this Agreement, the                            Agreement  shall be  renewable on an annual basis for                            one (1) year terms for up to  another  ten (10) years                            on the same terms and conditions as set forth herein.                            All renewals of this  Agreement  shall be on the same                            terms and conditions as are set forth herein.

                  1.4      Company's Obligation.  Company shall sell and deliver                            as  provided  in  Section  2.3 of this  Agreement  to                            Distributor  on the  price  terms  set  forth in this                            Agreement  or as  amended  from  time  to  time  such                            quantity of Products as Distributor from time to time                            orders  from  Company.   Company  shall  promote  and                            advertise the Products generally, at its own expense,                            and   shall   furnish   Distributor   copies  at  all                            advertisement and promotional materials.

                  1.5      The Distributor's Obligation. The Distributor, at its                            own expense,  shall promote the distribution,  sales,                            and use of Products in the Market.

                  1.6      Distributor's  Terms  and  Minimum  Expectations.  In                            order  to  maintain  the  exclusive  rights  to sell,                            lease, distribute and service Products in the Market,                            the Distributor must use all commercially  reasonably                            efforts to purchase for sale to  subdistributors  the                            following minimum quantities of the Products from the                            Company:

         On the  commencement of the Term  Distributor will issue to the Company an  irrevocable  letter of credit (LC) in the amount of Five Hundred  Thousand Dollars  ($500,000),  the form of which is  attached  hereto  as  Exhibit  A and incorporated  herein by reference.  The LC shall have a two (2) month term,  and shall be renewed  for five (5)  consecutive  bimonthly  periods.  A minimum of a $250,000.00  purchase  order  must be  received  by Company by the first of each month for a total (12) month  period.  The Company may draw funds from the LC to pay for  Distributor's  purchases,  which are not paid according to the terms in Section 2.7. Prices for the EnergySaver units are

                                    Page -2-

provided  by the  Company as Exhibit C. The  Company  will be  entitled  to draw against the LC pursuant to the terms of the LC.

                  (A)    375 units in the first Product Year (1999)

                  (B)    750 units in the next succeeding Product Year; (2000)

                  (C)    937 units in the next succeeding Product Year; (2001)

                  (D)    1,171 units in the next succeeding Product Year; (2002)

                  (E)    1,463 units in the next succeeding Product Year; (2003)

                  (F)    1,828 units in the next succeeding Product Year; (2004)

                  (G)    2,285 units in the next succeeding Product Year; (2005)

                  (H)    2,856  unit each in the lat  three  years of                          the initial Term of this  Agreement  and any                          renewals thereof.

         For purposes of this Agreement, a Product Year shall be the twelve (12) month period  following the  commencement  of the initial Term of this Agreement and each twelve  (12)  months  thereafter.  Distributor's  expected  sales shall include the purchase of the Samples as defined hereinafter.

         Sales in excess of the  expected  sales  which are  actually  made in a Product Year may be applied to meet the  expectations for the next Product Year. Any such carry-over from one year to the next Product Year may not be considered in determining  whether there is a carry-over from that next Product Year. Thus, by way of example and not limitation,  if there was an expectation of 50 in year one and 200 for  year two and 60 units  are sold in year one and 195  units  are sold in year two,  the  expectation  for year two will have been met,  but there will be no carry-over to year three. If the  Distributor  shall fail to purchase the minimum number of units in any year, the  Distributor's  exclusive rights to sell and distribute the Product in the Market,  may at Company's sole option, be reevaluated.

         Company  agrees  that  Distributor  shall not be liable or  subject  to reevaluation  for  failure to meet  expectations  due to any  occurrence  beyond Distributor's  reasonable control,  including,  but not limited to, Acts of God, fires,  floods,  wars,  sabotage,  accidents  in shipping,  labor  disturbances,





weather conditions,  governmental regulation, lack of Company performance, delay by  Company,  failure of Company to honor  warranties  or  otherwise  materially support the Products.

         The aggregate  units to be sold on an annual basis  described above are for the Illinois distributorship on an aggregate basis.

         1.7      Relationship of Parties.  The relationship between the Company                   and the Distributor

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                  is that of vendor and vendee.  This  Agreement does not create                   the  relationship  of principal  and agent between the Company                   and the Distributor for any purpose whatsoever. This Agreement                   shall not be construed as constituting the Distributor and the                   Company as partners, joint venturers, or as creating any other                   form of legal  association or  arrangement  which would impose                   liability  upon one party for the act or omission of the other                   party.  Neither  party is granted any express or implied right                   of  authority  by the other  party to assume or to create  any                   obligation  or  responsibility  on behalf of or in the name of                   the other  party,  or to bind the other party in any manner or                   thing whatsoever.

2.       PURCHASE OF PRODUCTS

         2.1      Orders.  The Distributor shall order Products from the Company                   on a purchase  order form  mutually  acceptable to the Company                   and Distributor and which is consistent with Exhibit B hereto,                   and  which  incorporates  the  terms  and  provisions  of this                   Distributor  Agreement.  The  Distributor  shall  not order or                   purchase Products from any source other than the Company.  All                   orders shall be subject to acceptance and  confirmation by the                   Company.  Distributor  may  cancel an order  that is  properly                   cancelled by  Distributor's  customer,  unless the Company has                   commenced  production  which is in any way customized for that                   customer.  The Distributor  shall annually provide the Company                   with a  non-binding  forecast of orders for  Products  for the                   succeeding 12-month period.

         2.2      Shipment.  The  Company  and  the  Distributor  shall  jointly                   determine  shipment dates.  The Company shall use commercially                   reasonable  efforts to ship  promptly  all orders for Products                   received from the Distributor. In addition to any other remedy                   which this Agreement provides to Distributor  against Company,                   if Company fails to deliver or delays in  delivering  Products                   as were  ordered by  Distributor  within 45 days  after  their                   required  delivery date, and if as a result of such failure or                   delay  Distributor  loses  its  customer's  orders  for  those                   Products,  the number of units which  Distributor  ordered but                   were not timely  delivered to Distributor or to  Distributor's                   customer  will  be  credited  against   Distributor's  minimum                   expectation as specified on Section 1.6 of this Agreement. The                   Company  may refuse to accept a purchase  order on the grounds                   that it cannot meet the delivery schedule therein, and if as a                   result  of  such  failure  or  delay   Distributor  loses  its                   customer's  orders  for those  Products,  the  number of units                   which  Distributor  ordered but were not timely  delivered  to                   Distributor  or to  Distributor's  customer  will be  credited                   against   Distributor's   minimum.   Distributor   shall  make                   reasonable  efforts  to notify  the  Company  of the  proposed                   delivery  schedule before accepting a customer order and shall                   give the  Company  written  notice  of any  customer  purchase                   orders which  imposes  liability for late shipment and neither                   the  Distributor  nor the Company  shall have a liability  for                   consequential  or  liquidated   damages   pertaining  to  late                   delivery unless Company  specifically  acknowledges and agrees                   in  writing  to the  same.  The  Distributor  agrees  that the                   Company  shall not be liable for its failure to perform due to                   any  occurrence  beyond  the  Company's   reasonable  control,                   including, but not limited to, acts of God, fires,

                                    Page -4-

                  floods,  wars,  sabotage,  accidents  in  shipping  beyond the                   Company's  control,  labor strikes other than strikes  against                   the Company itself,  weather conditions or foreign or domestic                   government  regulation  or authority  which  directly  affects                   Company's ability to deliver Product.

         2.3      Delivery.  Other than drop ship  deliveries,  all deliveries





                  made  pursuant to this  Agreement  shall be FOB the  Company's                   facilities  located within the continental  United States by a                   carrier authorized by the Distributor.

         2.4.     Prices.

                  (A)      Prices For Basic  Units.  The prices for  Products in                            the first  Product  Year are  supplied  by Company as                            Exhibit C.

                  (B)      Inflation Price  Adjustment.  The prices set forth in                            Section   2.4(a)  shall  be  subject  to   adjustment                            annually  on the  first  day  of  each  Product  Year                            beginning in the calendar  year 2000 and on the first                            day of each succeeding Product Year for the remainder                            of the Term and all  renewals  of this  Agreement  in                            proportion   to  the  increase  or  decrease  in  the                            Consumer  Price Index (CPI) as compared to the CPI as                            it  existed  on the  first  day of the  Term  of this                            Agreement.  The Company  also  reserves  the right to                            increase  or  decrease  the price  per unit  based on                            Company   wide   changes   in  unit   prices  to  all                            distributors of the Company,  provided however,  that                            any price changes, other than those based on the CPI,                            shall be uniformly applied to all distributors of the                            Products   and  shall   reasonably   applied  to  all                            distributors  of the  Products  and shall  reasonably                            reflect Company's costs of manufacturing the Products                            and/or  market  demand  for  the  Products,  provided                            further  than any increase in price based upon market                            demand   shall   not  be  so  great  as  to   deprive                            Distributor  of  its  normal  and  customary   profit                            margin.  The Company agrees to exercise this right in                            good faith,  and  consider all  circumstances  of the                            Distributor  and the  Company.  The CPI  referred  to                            herein in issued by the Bureau of Labor Statistics of                            the U.S.  Department  of Labor.  Should the Bureau of                            Labor Statistics discontinue  publication of the CPI,                            the parties shall accept comparable statistics on the                            purchasing  power of the consumer dollar as published                            at the time of said  discontinuation  by  responsible                            periodical  or  recognized  authority to be chosen by                            the parties.

         2.5.     Resale Prices.  The  Distributor  may resell  Products at such                   price,  as the  Distributor,  in its  sole  discretion,  shall                   determine.  While the Company has the right to suggest a range                   of  manufacturer's  suggested  retail prices for the Products,                   the  distributor  is not obligated to set retail prices within                   the Company's suggested range of retail prices.

         2.6      Product Returns.

                                    Page -5-

                  (A)      Non-defective Products.  Unless the Company has first                            authorized   or   permitted   the   return   of   any                            non-defective   Products   and  except  as  otherwise                            permitted or required  herein,  the Company shall not                            be   obligated   to  accept  the   return   from  the                            Distributor  of any  non-defective  Products,  nor to                            make  any  exchanges  therefor,  nor  to  credit  the                            Distributor therefor. If Company does not give Annual                            Notice  pursuant to Section  3.1 hereof,  Distributor                            may, within 90 days of  modification,  improvement or                            alteration,  return the Products to the Company.  The                            Company shall not have any obligation with respect to                            Products  after  365  days   following   delivery  to                            Distributor, except as provided herein.

                  (B)      Defective  Products.  In the event of any  damages or                            other  defect in a  Product  which is  discovered  by                            Distributor   within   365   days   of   satisfactory                            installation  of  a  Product  at  Distributor's  or a                            subdistributor's   customer,  the  Distributor  shall                            promptly   report  the  same  to  the   Company   and                            reasonably  demonstrate the defect to the Company. If                            the  Distributor  reasonably  demonstrates  that  the                            Company is responsible for such damage or defect, the                            Company  shall  promptly  deliver  and install at the                            Company's expense,  additional or substitute Products                            to the  subdistributor's  customer without additional                            cost or charge to the Distributor or the customer for                            material,  labor,  shipping,  insurance  or any other                            charge.

         2.7      Payment Terms.  Distributor  shall pay Company  within  thirty





                  (30) days of   Distributor's or,  as  the  case  may  be,  the                   end-user's receipt of Products.

         2.8      Company  Cooperation.  The Company  shall  cooperate  with the                   Distributor  in obtaining all necessary  permits and approvals                   to permit  the use of the  Products.  The  Company  shall bear                   responsibility  for any  permits  needed  to  manufacture  the                   Products and  Distributor  shall bear  responsibility  for any                   permits needed to distribute the Products.

3.       PRODUCTS AND WARRANTY

         3.1      Product  Improvements  by the Company.  At the Company's  sole                   discretion,  and  at  any  time,  the  Company  may  give  the                   Distributor at least 90 days advance notice (Annual  Notice)                   of any  modification,  improvement  or  alteration of Products                   (New  Products)  and  development  of new models of Products                   (collectively  with  New  Products,   Improved  Products).                   Except for the  Improved  Products  for which the  Distributor                   receives the Annual  Notice,  the Company  shall sell Improved                   Products  to   Distributor   only  with  the  consent  of  the                   Distributor.  Any  Improved  Products  shall be subject to the                   provisions  of  this  Agreement.   Old  Products  will  remain                   available unless

                                    Page -6-

                  Improved Products perform at the same or better levels and are                   offered at reasonably  similar prices or at prices  increases,                   which reasonably reflect improvements in performance.

         3.2      Product Improvements by the Distributor. The Distributor shall                   disclose  to  the  Company  any   modifications   to  Products                   requested  by  end-users  or  other   proposals   for  Product                   improvement from end-users or the Distributor,  but shall have                   no right to make modifications without Distributor's consent.

         3.3      Warranty.  Company shall at all times make reasonable  efforts                   to  maintain  quality  control  and  to  deliver  Products  to                   Distributor  which,  when received by Distributor,  or, as the                   case  may  be,  the  end-user,  are  properly  and  adequately                   packaged   and   contained,   fully   assembled   (except  for                   miscellaneous  components  which may be shipped  separately to                   prevent damage in transit),  fully functional and otherwise in                   conformance  with the  warranties  set forth  herein.  Company                   warrants  that the Products  will be  designed,  manufactured,                   constructed,  assembled and packaged in a  workmanlike  manner                   and that such Products  shall be fully  functional and fit for                   their intended  purposes.  Company  further  warrants that the                   Products sold hereunder  shall be free from defects in design,                   materials and  workmanship  for a period of  twenty-four  (24)                   months after delivery to Distributor's  end-user.  The Company                   shall not be liable for defective Products, except as provided                   in this  Agreement.  The Distributor at all times shall comply                   with all  requirements of the  Magnuson-Moss  Warranty-Federal                   Trade Commission Improvement Act and similar federal and state                   laws and regulations.

         3.4      Warranty Work. If, within the twenty-four  (24) month warranty                   period set forth above,  Company  received from Distributor or                   any of  Distributor's  end-user's  a notice  which may be oral                   notice  confirmed in writing)  that any of the  Products  sold                   hereunder do not meet the Warranties  specified above, Company                   shall  thereupon  correct  each such defect by  providing  the                   necessary repairs,  and/or replacement parts, or if necessary,                   Products.  Company shall promptly respond to any timely notice                   of defect.  Unless otherwise expressly agreed to in writing by                   Distributor or Distributor's and-user,  Company shall bear the                   reasonable  expense  of  all  labor,  materials  and  shipping                   expended  or used in  connection  with the  correction  of any                   defects in the Products  occasioned by the  non-conformance of                   the  Product  with  Company's  warranty  as set forth  herein.                   Company  shall be  entitled  to  dispute  whether a Product is                   defective. In the event that Company is unable or unwilling to                   promptly  perform any warranty work without  reasonable  cause                   and following  full and fair  opportunity  to do so, or in the                   event of the necessity  for  emergency  repairs of a defective                   Product  for  which  there  is no  reasonable  possibility  of                   performance by Company,  Distributor may perform such warranty                   work or hire a third party to perform such  warranty  work and                   the reasonable cost thereof shall be paid by Company.

                                    Page -7-





         3.5      Service of  Products  in  Territory.  Within  thirty (30) days                   after the  execution  of this  Agreement,  the Company and the                   Distributor shall mutually agree upon a reasonable schedule of                   charges for after market  parts and  services  provided by the                   Company  or  the  Distributor  so  that  such  charges  do not                   adversely affect the marketability of the Products.

         3.6.     Non-Disclosure  of  Confidential  Information.   None  of  the                   parties   hereto  nor  their   associated   or  affiliated  or                   affiliated  companies  shall during the term of this Agreement                   or thereafter disclose any confidential  information  obtained                   or acquired by them in  connection  with the  Products and the                   business of the other,  including,  without limitation,  trade                   secrets, business techniques, technical information,  customer                   and potential customer lists,  marketing data and information,                   prices,  improvements  to the  Products  in various  stages of                   development,  processes,  or  other  confidential  information                   relating to the Products or the  business of the  Distributor,                   except that either  party shall be  permitted  to disclose (x)                   all or portions of such confidential information on a strictly                   need-to-know  basis to the  extent  required  by an order of a                   court of competent jurisdiction or by the order or demand of a                   regulatory body having  jurisdiction  over one or both parties                   and (y) any of such confidential  information that is the sole                   property  of the  party  making  the  disclosure  and does not                   include  any  information   owned  by  the  other  party.  The                   Distributor  shall not  disclose  this  agreement  except upon                   consent of Company. Confidential information shall not include                   information which:

                  (A)      Is or becomes  generally  available  to the party who                            desires  to  disclose   such   information   (or  its                            associated  or affiliated  companies) (a  Disclosing                            Party)  other  than as a result  of a breach of this                            Agreement or some other unlawful means;

                  (B)      Becomes  available  to  the  Disclosing  Party  on  a                            non-confidential  basis  from a  third  party  who is                            under no confidentiality or nondisclosure  obligation                            with respect to such information; or

                  (C)      Was   known   to   the   Disclosing    Party   on   a                            non-confidential   basis  prior  to  the   disclosure                            thereof to such  disclosing  Party by a party to this                            Agreement.

4.       DURATION AND TERMINATION

         4.1      Duration.   Unless  earlier   terminated   otherwise  provided                   therein,  this  Agreement,  subject to the  commencement  date                   established  in Section 1.3,  shall be effective  immediately.                   Distributor  shall submit written  reports to the Company each                   quarter during the first year of the Term,  commencing  ninety                   (90) days after  execution of this  Agreement,  describing its                   efforts,  the potential  customers it has  approached  and the                   status of its efforts.

         4.2      Termination  for  Cause.   Either  party  may  terminate  this                   Agreement upon 30 days

                                    Page -8-

                  prior written  notice to the other upon the  occurrence of any                   of the following events: (A) the Distributor's failure to make                   full and  prompt  payment  to the  Company of all sums due and                   owing to it; (b) either party's  default in the performance of                   any  of  the   material,   terms,   conditions,   obligations,                   undertakings,  covenants or  liabilities  set forth herein and                   such  default is not cured  within a  commercially  reasonable                   time  after  the  defaulting  party has been  notified  of the                   default  by the  other  party and (c) as  otherwise  expressly                   provided  herein.  In  the  event  either  party  (a)  becomes                   adjudicated insolvent,  (b) discontinues its business, (c) has                   voluntary of  involuntary  bankruptcy  proceedings  instituted                   against  it, or (d) makes an  assignment  for the  benefit  of                   creditors, the other party shall be entitled to terminate this                   Agreement effective immediately upon written notice.

         4.3      Accrued  Obligations.  In the event that either Distributor or                   Company fails to comply with the terms of this Agreement, both                   Distributor and Company acknowledge and agree that in addition                   to any claim for damages  either  party may have  arising from                   the  default of the  other,  they shall have the right to seek                   equitable  relief  by way of a  temporary  restraining  order,                   preliminary  injunction,  permanent  injunction and such other                   equitable  relief as may be appropriate.  In the event a party                   seeks the equitable relief of a temporary  restraining  order,                   preliminary   injunction,   permanent  injunction,   mandatory





                  injunction or specific  performance  both parties  acknowledge                   that they shall not be required to demonstrate  the absence of                   an adequate remedy at law, and neither party shall be required                   to post  bond  as a  precondition  to  obtaining  a  temporary                   restraining order or preliminary  injunction.  The termination                   of this  Agreement  shall not relieve either party hereto from                   obligations  which have occurred pursuant to the provisions of                   this Agreement prior to its termination,  nor shall it release                   either  party  hereto  from any  obligations  which  have been                   incurred  as a  result  of  operations  conducted  under  this                   Agreement.

         4.4      Repurchase of Products.  Upon the expiration or termination of                   this  Agreement,  pursuant to Section  4.1 or 4.2 hereof,  the                   Company may, at its option to be  exercised  within 30 days of                   the date of the termination of this Agreement, and in its sole                   discretion,  repurchase  any Products in the possession of the                   Distributor  at the net invoice price paid by the  Distributor                   to  the  Company  less  any  applicable  special   allowances,                   discounts, shipping or allowances for cooperative advertising.                   If Company  terminates  the  Agreement  without  cause and for                   reasons other than  Distributor's  failure to meet its minimum                   expectations;   it  shall   repurchase  from  Distributor  any                   unopened  Product,  and shall bear all shipping,  handling and                   related  costs  notwithstanding  any other  remedies  to which                   Distributor  may be  entitled.  On  demand  and  tender of the                   repurchase  price,  the  Distributor  shall  be  obligated  to                   deliver such Products to the Company. The Company reserves the                   right to reject any Products  that are not factory  sealed and                   in new and unused  condition.  Repurchased  Products  shall be                   shipped at the Company's  expense,  and the Company may offset                   any indebtedness of the Distributor to the Company against the                   repurchase  price of such  Products.  Following  expiration or                   termination of this Agreement, the Distributor may continue to                   sell any Products in the Market which are in its inventory

                                    Page -9-

                  and which the Company has not repurchased.

5.       REPRESENTATIONS AND WARRANTIES AND OTHER MATTERS

         5.1      Representations and Warranties of Company.

                  (A)      The  Company  represents  that,  to the  best  of its                            knowledge,  Products are in compliance with all laws,                            and  that  the  Products  will  not be  hazardous  or                            dangerous  when  used  for  their  intended  purpose.                            Products  do not  cause  harmful  emissions  or other                            environmental  hazards and Products do not violate or                            infringe any patents, copyrights, trademarks or other                            rights  of  nay  third  party(ies).  Company  further                            represents   and  warrants  that  its  Products  will                            perform as  advertised  and  promoted by the Company,                            and will be approved  or  certified  by  Underwriters                            Laboratory.

                  (B)      The  Company  will  make   available  to  Distributor                            comprehensive technical support for the first Product                            Year.  Distributor will have direct access to (a) the                            Company's engineering  consultants and (b) the patent                            holder's technicians.  Company's representatives will                            make themselves available three days per month in the                            first   Product   Year  to  consult  with  and  train                            Distributor.  All costs and expenses  associated with                            the  services  provided  to  Distributor   hereunder,                            including travel, lodging,  engineering  consultants'                            fees and employee time will be paid by Distributor.

                  (C)      Company  will  timely  furnish  all of  Distributor's                            requirements for Products within the Market, provided                            it  is  given   adequate   notice  of   Distributor's                            requirements  and a  full  and  fair  opportunity  to                            fulfill the same.

         5.2      Representations and Warranties of Distributor.

                  (A)      Distributor   shall  be  entirely   responsible   for                            learning,   understanding   and  training  about  the                            Products,  the costs of advertising and promoting the                            Products  in the  Market  through  the  Term  of this                            Agreement.  Distributor  shall  not  issue,  print or                            disseminate any information about the Products in the                            first  Product  Year  without  the  express   written                            consent of the Company.

                  (B)      Distributor  will  not  engage  the  services  of any                            engineering  or  consulting  firm without the express





                           written consent of the Company.

         5.3      Indemnification.  Company and Distributor  agree to indemnify,                   defend  and hold each other  harmless  from any and all suits,                   claims, obligations, liabilities, damages, losses and the like                   (including  attorneys'  fees and costs) relating to or arising                   out  of:  (A)  any  breach  of any  material  representations,                   warranties,  covenants,  obligations,  agreements or duties in                   connection with this  Agreement;  (b) any negligence or fault;                   (c) any violation by either of them of the patent,  copyright,                   trademark or other

                                    Page -10-

                  intellectual  property  rights of third parties.  In addition,                   Company   agrees  to  indemnify,   defend  and  hold  harmless                   Distributor from and against all suits,  claims,  obligations,                   liabilities,   damages,   losses   and  the  like   (including                   attorneys'  fees  and  costs)  arising  out of or  related  to                   Company's manufacture or design of the Products, provided that                   Distributor  is not at fault in connection  with the same, and                   Distributor  agrees to  indemnify,  defend  and hold  harmless                   Company  from and  against  all  suits,  claims,  obligations,                   liabilities,   damages,  losses  and  the  like  (including  a                   attorneys'  fees  and  costs)  arising  out of or  related  to                   Distributor's  sales,   marketing  practices  or  unauthorized                   Product  alteration  (provided that Company is not at fault in                   connection with same).

         5.4      Product Liability  Insurance.  Company will carry a reasonable                   amount of product  liability  insurance  through a  reasonably                   acceptable  products liability insurance company and will name                   the  Distributor  as an additional  insured under that policy.                   Company  will make  reasonable  efforts  to  procure a policy,                   which is non-cancelable, except upon thirty (30) days, advance                   notice to the Distributor.

         5.5      No License. The Distributor acknowledges and agrees the except                   as provided by Section 1.2 of this  Agreement,  this Agreement                   will not be construed as granting by implication,  estopped or                   otherwise  any license or other  right of use with  respect to                   any present or future patent, copyright, trademark, trade name                   or other proprietary right owned by or licensed to the Company                   or any of its affiliates.

         5.6      No Action to Invalidate. During the Term of this Agreement and                   for three  years  thereafter,  the  Distributor  (on behalf of                   itself and each of its affiliates) agrees not to commence,  or                   provide any  information to or otherwise  assist any person or                   entity in  connection  with,  any suit,  action or  proceeding                   contesting the ownership,  validity or  enforceability  of any                   patent,  copyright,  trademark,  trade name or other propriety                   right owned by or licensed to the Company,  whether  currently                   existing or hereinafter invented, developed or acquired unless                   required to by court order.  The Distributor  agrees to inform                   the Company  promptly  and  cooperate  with the Company in the                   event the  Distributor  obtains  knowledge  of any such  suit,                   action  or   proceeding   which  has  been   initiated  or  is                   contemplated by any other person or entity.

         5.7      Nonsolicitation.

                  (A)      During the Term of this Agreement and for a period of                            twelve (12) months  thereafter,  the  Distributor (on                            behalf of itself,  each of its affiliates and each of                            their respective representatives) agrees that it will                            not  directly  or  indirectly  solicit  or  hire  any                            executive,  managerial  or technical  employee of the                            Company or any of its affiliates.

                  (B)      Distributor further agrees that it will not interfere                            with or  otherwise  disrupt  the  business  relations                            between the Company or nay of its  affiliates and any                            of their current or prospective customers,  suppliers                            or distributors, during the

                                    Page -11-

                           Term of the  Agreement  and for a period of  eighteen





                           (18) months thereafter,  nor will Distributor solicit                            any  customer  or  potential  customer  of Company to                            purchase a competitive product during that period.

         5.8.     Nonpublic Information. The Distributor acknowledges that is it                   aware that the  securities  laws  prohibit  any person who has                   material, non-public information concerning the Company or the                   matters  which  are  the  subject  of  this   Agreement   from                   purchasing  or selling  securities of the Company (or options,                   warrants and rights relating  thereto) and from  communicating                   such  information to any other person under  circumstances  in                   which it is reasonably  foreseeable that such person is likely                   to purchase or sell such securities.

6.       INTERPRETATION AND ENFORCEMENT

         6.1      Assignment.  No  assignment  of this  Agreement  or any  right                   accruing  hereunder  shall be made by the Distributor in whole                   or in part,  without the prior written consent of the Company,                   which  consent  shall  not  be  unreasonably  withheld.  As  a                   condition  to  obtaining   such   consent,   the  Assignee  of                   Distributor's  interest hereunder shall first agree in writing                   in form and  substance  satisfactory  to the Company,  that is                   shall  assume  and  be  liable  for  the  performance  of  all                   obligations imposes by this Agreement on Distributor,  whether                   such obligations have then accrued are owing, or are yet to be                   performed, and shall demonstrate that is has the economic, and                   with  approval  of the  assignment,  the legal  capability  to                   perform  all  of the  obligations  of  Distributor  hereunder.                   Company  may  assign its  interest  in this  agreement  to any                   person or entity  which has  authority  to  fulfill  Company's                   obligations  hereunder  and which has the economic  ability to                   perform its  obligations  hereunder.  Upon the assignment of a                   party's  interest and rights in this  Agreement  the assigning                   party shall be relieved of all further  obligations imposed by                   this Agreement.          6.2      Nonwaiver of Rights. Failure of either party to enforce any of                   the  provisions  of this  Agreement or any rights with respect                   thereto or failure  to  exercise  any  election  provided  for                   herein shall in no way be a waiver of such provisions,  rights                   or  elections  or in any  way  affect  the  validity  of  this                   Agreement. The failure of either party to exercise any of said                   provisions,   rights  or  elections   shall  not  preclude  or                   prejudice  such party from later  enforcing or exercising  the                   same or any other provisions, rights or elections which is may                   have under this Agreement.

         6.3      Invalid  Provisions.  If any terms,  provision,  covenant,  or                   condition  of this  Agreement  is held by a court of competent                   jurisdiction  to  be  invalid,  void,  or  unenforceable,  the                   remainder  of the  provisions  shall  remain in full force and                   effect  and  shall  in  no  way  be   affected,   impaired  or                   invalidated.

         6.4      Notices.  Any  notice  or  other  communication   required  or                   permitted hereunder shall be in writing and shall be delivered                   personally,   telegraphed,   telexed,  or  sent  by  facsimile                   transmission or sent by certified, registered or express mail,                   postage prepaid. Any such notice shall be deemed given when so                   delivered personally,

                                    Page -12-

                  telegraphed,  telexed or sent by facsimile transmission or, if                   mailed, two (2) business days after the date of deposit in the                   United   States  mail,  by  certified   mail  return   receipt                   requested, as follows:

                  If to the Distributor to:                   Electric City of Illinois L.L.C.                   8628 Oketo Avenue                   Bridgeview, IL  60455                   Facsimile No.  (708) 598-4671                   Attn:  Jim Stumpe

                  With a copy to:                   Thomas V.  McCauley                   200 W.  Adams, Suite 2500                   Chicago, IL  60606                   Facsimile No.  (312) 346-9316

                  If to Company to:                   Electric City Corp.                   1280 Lanmeier Rd.                   Elk Grove Village, IL  60007                   Attn:  Joseph Marino, President

                  With a copy to:                   Kwaitt & Ruben, Ltd.                   211 Waukegan Road                   Suite 300





                  Northfield, Illinois  60093                   Attn:    Philip E.  Ruben, Esq.

6.5      Entire Agreement.  This Agreement,  together with all exhibits attached          hereto which are hereby  incorporated by reference,  supersedes any and          all other  agreements,  either  oral or  written,  between  the parties          hereto with  respect to the subject  matter  hereof and contains of the          covenants  and  agreements  between  the parties  with  respect to said          matter. This Agreement may not be altered, amended or modified,  except          by written instrument signed by the parties hereto.

6.6      Sample Products.  Company will,  during the Term of this Agreement (and          any renewal term), provide Distributor,  at Distributor's cost pursuant          to the  terms of this  Agreement,  with  five  (5)  sample  units  (the          Sample or  Samples)  for use by  Distributor  in  promoting  sales.          Distributor shall use the Samples for purposes of permitting  potential          customers  to use the Products in the field.  The Samples  purchased by          Distributor hereunder shall count toward the minimum expectations under          this Agreement.

6.7      Time of the Essence.  Time is of the essence of this Agreement.

                                    Page -13-

6.8      Force Majeure.  Neither party to this Agreement  shall be liable to the          other  party,  nor shall be subject to  injunctive  relief by the other          party if that party's  performance of its duties or  obligations  under          this  Agreement  is the  consequence  of Force  Majeure  as  defined in          Section 2.2 hereunder.

6.9      Governing Law.  This Agreement is to be construed according to the laws          of the State of Illinois.

7.       NEW PRODUCTS

         7.1      Right of Option.  Should Company  introduce  other products or                   devices as contemplated by recital paragraph A,  Distributor                   shall  have  the  option  of  becoming   Company's   exclusive                   distributor  of such  other  Products  or  devices  within the                   Market.

         7.2      Exercise of Option.  Distributor  shall exercise its option to                   become  exclusive  Distributor of other Products or devices by                   serving  written  notification  on Company of its  election to                   become  exclusive  distributor  within  thirty  (30) days upon                   which  Company  informed  Distributor  in writing of Company's                   intention  to  introduce   other   Products  or  devices.   If                   Distributor  does not exercise its option as herein  provided,                   Company may  distribute  the other  Products or devices within                   the Market itself or through other distributors.

         7.3      Other  Agreements.  The terms  pursuant  to which  such  other                   Products  or devices  shall be sold by Company to  Distributor                   shall  be  determined  by  a  separate  agreement,   but  such                   agreement   shall  be   essentially  on  the  same  terms  and                   conditions as herein provided,  understanding  that such terms                   as price,  quotas,  and  length  of the term of the  agreement                   shall be  reasonably  adjusted  to  reflect  the nature of the                   other Product or device which is the subject of the agreement.

                  In witness whereof the parties have executed this Agreement as of the date first abovementioned.

      Electric City Corp.                       Electric City of Illinois L.L.C.

By:   /s/Joseph Marino                    By:   Jim Stump       -------------------                       -------------------------------       President

                                    Page -14- 
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?

A: During the Term of this Agreement and                   for three  years  thereafter,  the  Distributor  (on behalf of                   itself and each of its affiliates) agrees not to commence,  or                   provide any  information to or otherwise  assist any person or                   entity in  connection  with,  any suit,  action or  proceeding                   contesting the ownership,  validity or  enforceability  of any                   patent,  copyright,  trademark,  trade name or other propriety                   right owned by or licensed to the Company,  whether  currently                   existing or hereinafter invented, developed or acquired unless                   required to by court order.
****
Q: Exhibit 10.66

                             TRANSPORTATION CONTRACT

        Astana                                         January 31, 2000

                                    PREAMBLE

JSC NOC KazakhOil, hereinafter referred to as the Company, in the person of Executive Marketing Director Ms. A. M. Rakhimbekov, acting on the basis of the Power of Attorney (1) 1-13 dated January 3, 2000, on the one side and JSC Karakudukmunay, hereinafter referred to as the Principal in the person of General Director Mr. N. D. Klinchev and Financial Director Mr. R. Moore, acting on the basis of the Charter, on the other side, collectively referred to as the Parties, have entered into this Transportation Contract (the Contract) and hereby agree as follows:

                           1. SUBJECT OF THE CONTRACT

1.1  The Company, at the expense and on the instructions of the Principal, shall      arrange transportation for export in batches to the far abroad of crude oil      (Commodity) belonging to the Principal and shall provide such other      services in connection therewith as are provided in this Contract.

1.2  The volume of a batch of Commodity transported hereunder shall be      determined in accordance with the monthly schedules of transit and      distribution of Kazakhstany oil.

                        2. DEFINITIONS AND INTERPRETATION

2.1  As used in the Contract, the following terms have the meanings indicated:

Buyer means STASCO in its capacity as Buyer under the Offtake Agreement and any other person in its capacity as buyer under any Other Agreement.

Commodity is defined in item 1.1.

Company is defined in the Preamble to this Contract.

Contract is defined in the Preamble to this Contract.

CPC Blend means the blend of crude oil generally available at the CPC Terminal that complies with minimum specifications agreed by the Principal and STASCO pursuant to the Offtake Agreement.

CPC Pipeline means the pipeline being constructed by the Caspian Pipeline Consortium from the Tengiz field to Novorossiysk.

CPC Pipeline Operational Date means the last day of the month in which (i) the CPC Pipeline is completed, (ii) the Karakuduk Field is so connected with the CPC Pipeline (via pipeline, rail link, or otherwise) that Karakuduk Crude Oil can and will be evacuated to the CPC Terminal via the CPC Pipeline, (iii) the CPC Pipeline commences pumping commercial quantities of crude oil as determined by the Principal and STASCO pursuant to the Offtake Agreement, and (iv) if the CPC Pipeline is only transporting Commodity on a blend (as opposed to batch) basis, the Principal and STASCO have agreed on the specifications for CPC Blend pursuant to the Offtake Agreement.

CPC Terminal means the single buoy-mooring terminal being built by the Caspian Pipeline Consortium near Novorossiysk.

DAF has the meaning given to delivered at frontier in the Incoterms 1990.

Delivery Basis means (i) during the Principal Period, delivery of Commodity on terms of DAF Adamovo, DAF Fenyeshlitke, DAF Budkovce, FOB sea-port Odessa, FOB sea-port Novorossiysk, or FOB sea-port Ventspils, as applicable, and (ii) during the Secondary Period, delivery of Commodity on terms of FOB CPC Terminal, in each case in accordance with the route indicated in the monthly delivery schedules of the Company.

Delivery Date for a batch of Commodity means the date of execution of the last acceptance-delivery act/bill of lading for that batch of Commodity in accordance with item 4.1.vii.

Delivery Month means the period for delivery under the Offtake Agreement or the Other Agreement, as applicable.

Effective Date means the date of actual execution of this Contract by the Parties.

FOB has the meaning given to free on board in the Incoterms 1990.

Initial Term means the period commencing on the Effective Date and concluding on the last day of the month in which the fifth anniversary of the Offtake Agreement Effective Date falls.





Karakuduk Crude Oil means Commodity produced from the Karakuduk Field or from such other field as the Principal and the Company may agree.

Karakuduk Field means the Karakuduk oil field in the Mangistau Oblast of the Republic of Kazakhstan as more particularly described in the Petroleum Contract and the License.

Offtake Agreement means that certain Crude Oil Sale and Purchase Agreement between the Principal and STASCO dated 1 November 1999.

Offtake Agreement Effective Date means the effective date of and as defined in the Offtake Agreement.

Other Agreement means any agreement other than the Offtake Agreement pursuant to which the Principal sells Karakuduk Crude Oil.

Parties is defined in the Preamble to this Contract.

Petroleum Contract means that certain Agreement for Exploration, Development and Production of Oil in Karakuduk Oil Field in Mangistau Oblast of the Republic of Kazakhstan between the Ministry of Oil and Gas Industries of the Republic of Kazakhstan for and on behalf of the Government of the Republic of Kazakhstan and the Principal.

License means License No. MG#249 (Oil) dated 25 June 1995 (as subsequently amended) granted to the Principal by the Government of the Republic of Kazakhstan.

Principal is defined in the Preamble to this Contract.

Principal Period means the period from the Effective Date to the CPC Pipeline Operational Date.

REBCO means Commodity that satisfies the specifications of TU-39-1623-93 Russian oil delivered for export; Specifications for export to the far abroad.

                                       2

Secondary Period means the period from the CPC Pipeline Operational Date to the date of termination of this Contract (inclusive).

STASCO means Shell Trading International Limited acting through its agent Shell International Trading and Shipping Company Limited.

Tenge means official currency of the Republic of Kazakhstan.

2.2 In this Contract, unless the context otherwise requires:

i.   Headings are used for convenience only and do not affect the interpretation      of this Contract;

ii.  any expression, which means individual, includes any company, Partnership,      trust, joint venture, association, corporation, or other corporate      organization and vice versa;

iii. references to Articles and Sections, unless otherwise expressly provided in      this Contract, are references to articles and sections of this Contract;

iv.  except as otherwise expressly provided, any reference to a document      includes an amendment or supplement to, or replacement or renovation of,      that document;

v.   a reference to any Party to this Agreement and to any other document      includes that Party's legal successors and assigns;

vi.  words, which mean the singular, also include the plural and vice versa;

vii. the word including means including without limitation;

viii. a business day means a day (other than a Saturday or a Sunday) on which      banks are open for ordinary banking business in London;

ix.  tonne is a metric ton; and

x.   a year means a calendar year, a quarter means a calendar quarter, and a      month means a calendar month.

                                   3. QUALITY

3.1  Unless otherwise agreed by the Parties, the Principal shall at all times      deliver to the Company Karakuduk Commodity pursuant to this Contract. The      Company shall ensure that (i) during the Principal Period, the quality of      Commodity delivered at the relevant delivery point shall be REBCO, and (ii)      during the Secondary Period, the quality of Commodity delivered at the CPC      Terminal shall be Karakuduk Commodity for segregated batch deliveries or      shall be CPC Blend for deliveries for which segregated batch delivery is      not available.

4. OBLIGATIONS OF THE PARTIES

4.1  At all times during the term of this Contract, the Company shall:





(i)  Assist in obtaining required&sbsp;official export permissions (certificate of      origin of the Commodity at place the load output, customs declaration on      Commodity output) for release of the batch of Commodity being delivered      from the customs territory of the Republic of Kazakhstan;

                                       3

(ii) accept Karakuduk Commodity from the Principal at Metering Point 719 (PSP      Samara of the Western branch office of KazTransOil) and arrange its      transportation for export in accordance with the Delivery Basis;

(iii) execute all customs formalities to carry out transit transportation of the      batch of Commodity through the territory of Russian Federation and the      countries of the C.I.S.;

(iv) procure sending of a route telegram to AK Transneft;

(v)  procure delivery of the indicated Commodity to the Buyer on the Delivery      Basis, less operating losses in transportation of the Commodity, that are      charged to the Principal's account;

(vi) procure berthing for the Buyer's tanker and delivery of the batch of      Commodity to such tanker through the Company's agents in the relevant port;

(vii) timely present to the Principal the Acts of acceptance-delivery of the      Commodity (oil)/Bills of Lading executed at the Delivery Basis. (During the      Principal Period, Acts of acceptance-delivery executed on the DAF basis      (Adamovo, Fenyeshlitke or Budkovce) shall be presented in one copy, Bills      of Lading and sets of shipping documents attached to them executed on the      FOB basis (Odessa, Novorossiysk or Ventspils) shall be presented in the      number of copies specified in the Buyer's instructions, and during the      Secondary Period, such documents as may be required at that time executed      on the FOB CPC Terminal basis shall be presented according to the list and      in the number of copies as it would be agreed between Principal, Company      and CPC;

(viii) provide the Principal with information on the status of execution of this      Contract;

(ix) on the Principal's request, prepare analyses of the Buyer's calculations of      prices;

(x)  cooperate with the Principal, to render, if possible, such assistance that      can prove necessary for the Principal to perform its obligations under the      Offtake Agreement or any other contract with the Buyer regarding Commodity;      and

(xi) during the term of this Contract, observe all provisions of this Contract      and other terms and conditions agreed upon with the Principal.

4.2  At all times during the term of this Contract, the Principal shall:

(i)  Deliver Karakuduk Commodity to the Company at Metering Point 719 (PSP      Samara of the Western branch office of KazTransOil) in the amount      determined in accordance with item 1.2 of this Agreement;

(ii) independently conclude contracts with the Buyer on selling Crude Oil for      export and submit a copy of each such contract with the Buyer to the      Company 5 days before the beginning of the relevant Delivery Month;

(iii) obtain, at its own expense, required official export permissions      (certificate of origin of the Commodity at place of the load output,      customs declaration on Commodity output) for release of the batch of      Commodity being delivered from the customs territory of the Republic of      Kazakstan and deliver them before the 5th day of the Delivery Month;

(iv) if the Delivery Basis is DAF, provide the Company before the 5th day of the      Delivery Month with a copy of confirmation from AK Transneft on its      readiness to accept the agreed batch of Commodity from coordinators at the      relevant directions;

                                       4

(v)  if the Delivery Basis is FOB, to provide the Company and the Company's      agent in the relevant port 5 days before the agreed upon loading&bbsp;period      (Laycan) with the Buyer's instructions on filling in the shipping      documents, including name of the vessel, its characteristics, loading      period (Laycan), lay time and other necessary data;

(vi) make a 100% pre-payment for transportation of the batch of Commodity      through the territory of Russian Federation and the CIS countries, in      accordance with the Payment Order of AK Transneft;

(vii) pay the additional expenses if the transport tariffs are increased,      providing the Company presents the appropriate documents;

(viii) reimburse the Company for the cost of execution of the customs      declaration at the Energy customs office of the RF in accordance with the      Company's invoice;





(ix) reimburse the Company for all expenses reasonably incurred in connection      with the performance by the Company of its obligations under this Contract      within 30 (thirty) days of delivery to the Principal of proper invoices and      other supporting documents for such expenses;

(x)  pay the Company's fee for the services rendered under Article 5 hereof, in      accordance with the invoice and tax invoice;

(xi) provide copies of all payment documents;

(xii) pay all transportation and other expense of KazTransOil on the territory      of Kazakhstan under its contract with KazTransOil;

(xiii) to make all necessary payments to the budget of the Republic of      Kazakhstan related to excise taxes, VAT and other obligatory payments to      the budget in accordance with the tax legislation

(xiv) during the term of this Contract, observe all provisions of this Contract      and other terms and conditions agreed upon with the Company.

                       5. COMPANY'S FEE AND PAYMENT TERMS

5.1  The Principal shall pay the Company a fee of $1.00 (one dollar), inclusive      of VAT, per one net tonne of Commodity shipped pursuant to this Contract.

5.2  The Principal shall pay the commission fee for each delivered batch of      Commodity to the Company's account within 30 (thirty) banking days after      the Delivery Date.

5.3  The payment shall be made in accordance with the invoice presented by the      Company and the tax invoice (original or a fax copy) in Tenge at the      official exchange rate of the National Bank of the Republic of Kazakhstan      effective on the Delivery Date in accordance with item 4.1.vii.

                         6. PERIOD AND TERMS OF LOADING

6.1  Commodity will be shipped by the Company in batches during the period from      the Effective Date through the term of this Contract subject to (i) the      Principal having the requisite supplies of Commodity and (ii) the Principal      having entered into the Offtake Agreement or another Agreement with the      Buyer.

                                       5

6.2  The Company shall have a right to deliver Commodity to the Buyer with a      permissible +/-5% deviation from the number of batches of Commodity.

                 7. OWNERSHIP RIGHT AND RISK OF ACCIDENTAL LOSS

7.1  Ownership right and risk of loss with respect to all Commodity transported      under this Contract, shall remain with the Principal at all times prior to      transfer of the ownership right and risk of loss with respect to such      Commodity to the Buyer in accordance with the Delivery Basis. At no time      shall the Company have the ownership right to any Commodity transported      under this Contract.

7.2  At any time in accordance with reasonable requirements of the Principal,      the Company shall confirm the Principal's ownership rights to Commodity,      transported under this Contract.

7.3  At any time the Principal may insure this Contract at his own expense, and      the Company shall render feasible assistance to the Principal in this case.

                             8. LIABILITY; INDEMNITY

8.1  The Parties shall be liable for non-execution and/or improper execution of      their obligations under this Agreement in accordance with the legislation      of the Republic of Kazakstan.

8.2  In case if the Principal violates the conditions of this Contract, and such      violation entails infringement of the Off-take Agreement conditions by the      Principal, then the Principal shall be solely liable in front of the      Purchaser for such violations. In addition, the Company shall not be liable      in front of the Principal or the Purchaser hereunder.

8.3  In case if violation by the Principal of the Off-take Agreement conditions      takes place due to infringement by the Company of its liabilities in front      of the Principal under this Contract, the Company shall be soley liable in      front of the Principal for such losses resulting from such violation ,      evidenced and supported by confirming documents ..

                             9. TERM OF THE CONTRACT

9.1  In accordance with items 9.3, 9.4, and 10.3, this Contract shall come into      force on the Effective Date, remain effective throughout the Initial Term,      and be prolonged, or further extended automatically for a period of 12





     months, each such extension commencing at the end of the last day of the      Initial Term or the relevant anniversary thereof, unless either Party      serves written notice of termination on the other Party at least 65 days      prior to the end of the Initial Term, or any subsequent extension.

9.2  Any notice of termination served by any Party with violation of the period      of notice required by item 9.1 shall be invalid and of no effect      whatsoever.

9.3  If the Company fails to perform within 30 days upon notice from the      Principal on nonperformance by the Company of any of its obligations under      this Contract, and keeps non-performing it, then the Principal may upon      expiry of the indicated 30 day period, terminate this Contract, with      obligatory accounts settling.

                                       6

9.4  If the Principal fails to perform within 30 days upon notice from the      Company on nonperformance by the Principal of any of its obligations under      this Contract, and keeps non-performing it, then the Company is entitled,      upon expiry of such 30 day period, to terminate this Contract, with      obligatory accounts settling.

                                10. FORCE-MAJEURE

10.1 Except for the obligations to make any payment, required by this Contract      (which shall not be subject to relief under this item), a Party shall not      be in breach of this Contract and liable to the other Party for any failure      to fulfil any obligation under this Contract to the extent any fulfillment      has been interfered with, hindered, delayed, or prevented by any      circumstance whatsoever, which is not reasonably within the control of and      is unforeseeable by such Party and if such Party exercised due diligence,      including acts of God, fire, flood, freezing, landslides, lightning,      earthquakes, fire, storm, floods, washouts, and other natural disasters,      wars (declared or undeclared), insurrections, riots, civil disturbances,      epidemics, quarantine restrictions, blockade, embargo, strike, lockouts,      labor disputes, or restrictions imposed by any government.

10.2 The Party affected by the indicated circumstances shall be excused from      performance or accurate performance, as the case may be, of such obligation      for so long as such circumstance continues to exist. The Party affected      shall promptly, at any rate, within twenty-four (24) hours from the receipt      of information about the occurrence of such event must notify the other      Party on the occurrence of such circumstances and on the obligations      affected.

10.3 If performance of the obligations by any Party under this Contract have      been delayed for a period of 3 months, the other Party shall be entitled to      terminate this Contract thereafter by giving notice to that effect to the      Party claiming relief under Section 10, with obligatory accounts settling.

10.4 No circumstance described in item 10.1 shall result in prolongation of the      validity term of this Contract.

                  11. SETTLEMENT OF DISPUTES AND APPLICABLE LAW

11.1 In the event of any disputes arousal under this Contract, the Parties shall      exercise all reasonable efforts to resolve them by negotiations.

11.2 In the event that resolution of the disputes by negotiations is impossible,      they shall be subject to court consideration at the defendant's location.

11.3 Effective legislation of the Republic of Kazakhstan shall apply to any      relations of the Parties arising out of this Contract.

                     12. MISCELLANEOUS TERMS AND CONDITIONS

12.1 Neither Party shall be entitled to assign any of its rights or duties      hereunder to any third parties without a written consent of the other Party      thereto.

                                       7

12.2 Any amendments or alterations to this Contract shall be considered valid      only if executed in writing and signed by the authorized representatives of      the Company and the Principal. Usage of facsimile communication for signing      the above mentioned amendments and alterations shall be acceptable.

12.3 From and after the Effective Date, all prior negotiations and      correspondence pertinent to the Contract shall have no legal force.

12.4 In all other matters not stipulated in this Contract, relations of the      Parties shall be governed by the legislation of the Republic of Kazakhstan      in force.

12.5 The Parties shall guarantee observance of confidentiality in respect to any      information and documentation received hereunder; provided, that nothing in





     this item shall restrict either Party from disclosing details of or      relating to this Contract information (i) to any shareholder of such Party,      (ii) to any creditor to such Party, (iii) to any person considering to      become a shareholder of or creditor to such Party, (iv) to the extent      necessary to comply with any laws or regulations applicable to such Party.

12.6 Any attachments to this Contract shall be an integral part hereof.

12.7 This Contract has been executed in 2 (two) original copies in both the      Russian language and the English language, one copy in each language for      each of the Parties, in addition, the Russian text of the Contract has      priority.

                               13. REPRESENTATIONS

13.1 Each Party represents to the other Party that:

i.   It is duly organized and validly existing under the laws of the      jurisdiction of its incorporation or registration and, if provided under      such laws, in good standing;

ii.  it has the power to sign and deliver this Contract and has undertaken all      necessary measures to authorize such signing, delivery and execution;

iii. such signing and delivery do not violate or conflict with any law      applicable to it, any provisions of its constitutional documents, any      orders or judgements of any court or another agency of government      applicable to it or any of its assets or any contractual restrictions      binding on or affecting it or any of its assets;

iv.  all governmental and other permits which are required to have been obtained      by it with respect to this Contract, have been obtained and have full legal      force; and all conditions of any such permits have been complied with; and

v    obligations of such Party under this Contract constitute its legal, valid      and binding obligations, enforceable in accordance with its respective      terms (subject to applicable bankruptcy, re-organization, insolvency,      moratorium or similar laws affecting creditors' rights generally and      subject, as to the enforceability, to equitable principles of general      application (regardless of whether enforcement on execution of this      Contract is sought in a proceeding in equity or under law)).

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                                14. MISCELLANEOUS

14.1 This Contract constitutes the entire agreement of the Parties with respect      to the subject matter of this Contract and the Parties acknowledge that      they do not enter into this Contract regardless of any previous contacts      between the Parties or their affiliates.

14.2 Any amendments or alterations to any of the terms of this Contract shall be      effective unless they are registered in writing and signed by or on behalf      of each of the Parties; no waiver of any provision hereof shall be      effective unless it is in writing and signed by the Party, against which      such waiver is sought to be enforced.

14.3 Except as expressly provided herein, the rights, authorities and remedies,      provided in this Contract, are cumulative and not exclusive of any rights,      authorities and remedies provided by the law.

14.4 Except as expressly provided herein no delay or omission on the part of      either Party in exercising any rights, authorities or remedies, provided by      law or under this Contract, nor any indulgence granted by any Party to      another Party, shall impair such rights, authorities or remedies, or be      construed as a waiver thereof; moreover, no single or partial exercise of      any right, power or remedy provided by law or under this Contract shall      hinder other or further exercise thereof, as well as exercise of any other      right, power or remedy.

14.5 This Contract does not confer rights or remedies upon any person other than      the Principal and the Company.

                  15. LEGAL ADDRESSES AND PROPS OF THE PARTIES

             COMPANY:                                      PRINCIPAL

JSC NOC KazakhOil                                    JSC Karakudukmunay 473000, Republic of Kazakhstan, Astana,         466200, Aktau, Mangistau oblast 60, Republic avenue                                District 3, Building 82 Tel.: (3172) 280609, fax 327724                 Tel.: (3292) 513795, fax 518336 TRN 600700150675                                       TRN 430600001175

Bank props:                                               Bank props: Tenge account (1) 000467052                           AB Neftebank, Aktau in Akmola affiliate of                           Tenge account (1) 609614 JSC Almaty trade and finance bank, Astana IAT 195301730                                           IAT 192901705

/s/ Amangeldy Tlegenov                        &bbsp;     /s/ Nikolai D. Klinchev





- --------------------------------------------     ------------------------------- A.M. Rakhimbekov                                       Nikolai Klinchev

                                                      /s/ Richard J. Moore                                                  -------------------------------                                                         Richard Moore

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Question: Highlight the parts (if any) of this contract related to Volume Restriction that should be reviewed by a lawyer. Details: Is there a fee increase or consent requirement, etc. if one party’s use of the product/services exceeds certain threshold?

A: The Company shall have a right to deliver Commodity to the Buyer with a      permissible +/-5% deviation from the number of batches of Commodit
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Q: EXHIBIT 4.25 INFORMATION IN THIS EXHIBIT IDENTIFIED BY [ * * * ] IS CONFIDENTIAL AND HAS BEEN EXCLUDED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM TO THE REGISTRANT IF PUBLICLY DISCLOSED. SERVICES AGREEMENT This Services Agreement (this Agreement) is entered into on October 1, 2019 and is made effective as of November 1, 2019 (the Effective Date), by and between [ * * * ] (the Provider), and TELCOSTAR PTE, LTD., a company organized and existing under the laws of Singapore and Ability Computer & Software Industries Ltd, a company organized and existing under the laws of the State of Israel (each and both of them Recipient). Each of the foregoing parties is referred to herein as a Party and together as the Parties. RECITALS A. Recipient wishes to engage the Provider to provide certain services and resources (the Services) and Provider desires to provide Recipient with the Services all in accordance with the terms and conditions set forth herein. AGREEMENT The Parties hereby agree as follows: 1. Services. 1.1 Provision of Services. (a) Provider agrees to provide the Services set forth on the Exhibit A attached hereto (as such Exhibit may be amended or supplemented pursuant to the terms of this Agreement, the Exhibit) to Recipient for the respective periods and on the other terms and conditions set forth in this Agreement and in the Exhibit. Notwithstanding the contents of the Exhibit, Provider agrees to respond in good faith to any reasonable request by Recipient for access to any additional services and resources that are necessary for the operation of the Recipient and which are not currently contemplated in the Exhibit, at a price to be agreed upon after good faith negotiations between the Parties. Any such additional services and resources so provided by Provider shall constitute Services under this Agreement and be subject in all respect to the provisions of this Agreement as if fully set forth on the Exhibit as of the date hereof. (b) Recipient may freely assign its rights under this Agreement to receive the Services to any of its affiliates. 1.2 Standard of Service. (a) Provider represents, warrants and agrees that the Services shall be provided in good faith, in accordance with applicable law and in a manner generally consistent with the historical provision of the Services and with the same standard of care as historically provided. (b) Provider shall maintain complete and accurate records relating to the provision of the Services under this Agreement, in such form as Recipient shall approve.





(c) Provider shall use its best efforts to provide for employees or contractors to perform the Services, each of whose names, positions, and respective levels of experience and relevant licenses shall be set out in Exhibit A attached hereto (collectively, the Provider Representatives). Provider may not make any change in the Provider Representatives without the prior consent of the Recipient. Provider Representatives shall be dedicated to solely providing the Services to Recipient and shall not provide any such services or resources to Provider or any other customer of Provider. (d) Recipient acknowledges that this Agreement does not create a fiduciary relationship, partnership, joint venture or relationships of trust or agency between the Parties and that all Services are provided by Provider as an independent contractor. (e) Notwithstanding anything to the contrary in this Section 1.2: (a) in the event that Provider uses any subcontractors to perform any Services, Provider is not released from responsibility for its obligations under this Agreement; (b) Provider shall remain fully responsible, financially and otherwise, for the Services provided by each subcontractor to the same extent as if Provider had performed the Services itself (subject to the limitations set forth in this Agreement) and agrees to pay the fees and expenses of any such subcontractor; (c) Provider shall remain ultimately responsible for ensuring that the Services are provided and any such subcontractor performs any such obligations in accordance with the terms of this Agreement, and (d) the obligations with respect to the nature, quality and standards of care set forth in Section 1.2 are satisfied with respect to any Service provided by any subcontractor. (f) Provider shall at all times during the term of this Agreement maintain, or cause to be maintained, the computer software and computer hardware that is used in connection with the Services with substantially the same degree of care, skill and diligence with which Provider maintains, or causes to be maintained, as of the Effective Date, such computer software and computer hardware for itself, consistent with past practices, as of the Effective Date, including without limitation, with respect to type, quality and timeliness of such maintenance. 1.3 Additional Services. Nothing in this Agreement shall be construed to prevent the Recipient from itself performing or from acquiring services from other providers that are similar to or identical to the Services. 1.4 Intellectual Property. (a) Recipient shall own, and Provider hereby irrevocably assigns to the Recipient, all rights, title, and interest in any invention, technique, process, device, discovery, improvement, or know-how, whether patentable or not and all other proprietary rights, industrial rights and any other similar rights, in each case on a worldwide basis, and all copies and tangible embodiments thereof, or any part thereof, in whatever form or medium hereafter made or conceived solely or jointly by Provider while working for or on behalf of the Recipient, which relate to, is suggested by, or results from the Services. (b) At Recipient's request, Provider shall disclose any such invention, technique, process, device, discovery, improvement, or know-how promptly to Recipient. Provider shall, upon request of Recipient, promptly execute a specific assignment of title to Recipient, and do anything else reasonably necessary to enable Recipient to secure for itself, patent, trade secret, or any other proprietary rights.

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(c) All writings or works of authorship, including, without limitation, program codes or documentation, produced or authored by Provider in the course of performing services for the Recipient, together with any associated copyrights, are works made for hire and the exclusive property of the Recipient. To the extent that any writings or works of authorship may not, by operation of law, be works made for hire, this Agreement shall constitute an irrevocable assignment by Provider to the Recipient of the ownership of and all rights of copyright in, such items, and the Recipient shall have the right to obtain and hold in its own name, rights of copyright, copyright registrations, and similar protections which may be available in the works. Provider shall give the Recipient or its designees all assistance reasonably required to perfect such rights. 2. Compensation. 2.1 Responsibility for Wages and Fees. For such time as any employees of Provider are providing the Services to Recipient under this Agreement, (a) such employees will remain employees of Provider and shall not be deemed to be employees of Recipient for any purpose, and (b) Provider shall be solely responsible for the payment and provision of all wages, bonuses and commissions, employee benefits, including severance and worker's compensation, and the withholding and payment of applicable taxes relating to such employment. 2.2 Terms of Payment and Related Matters. (a) As consideration for provision of the Services following the Effective Date, Recipient shall pay Provider an amount equal to Provider's actual cost of providing the Services plus a 10% service fee. In addition to such amount, in the event that Provider incurs reasonable and documented out-of-pocket expenses in the provision of any Service, including, without limitation, license fees and payments to third-party service providers or subcontractors (such included expenses, collectively, Out-of-Pocket Costs), Recipient shall reimburse Provider for all such Out-of-Pocket Costs. (b) (i) Provider shall provide Recipient with monthly invoices (Invoices), which shall set forth in reasonable detail, with such supporting documentation as Recipient may reasonably request with respect to Out-of-Pocket Costs, amounts payable under this Agreement, and (ii) payments pursuant to this Agreement shall be made within fifteen (15) days after the date of receipt of an Invoice by Recipient from Provider. (c) Provider shall allow the Recipient to use [ * * * ] at no cost, until December 31, 2021. 2.3 Invoice Disputes. In the event of an Invoice dispute, Recipient shall deliver a written statement to Provider prior to the date payment is due on the disputed Invoice listing all disputed items and providing a reasonably detailed description of each disputed item. Amounts not so disputed shall be deemed accepted and shall be paid, notwithstanding disputes on other items. The Parties shall seek to resolve all such disputes expeditiously and in good faith. Provider shall continue performing the Services in accordance with this Agreement pending resolution of any dispute.

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2.4 No Right of Setoff. Each of the Parties hereby acknowledges that it shall have no right under this Agreement to offset any amounts owed (or to become due and owing) to the other Party, whether under this Agreement, the Purchase Agreement or otherwise, against any other amount owed (or to become due and owing) to it by the other Party. 3. Termination. 3.1 Termination of Agreement. This Agreement be deemed effective as of the Effective Date, Agreement and shall terminate on December 31, 2020, unless terminated earlier in accordance with Section 3.2. 3.2 Each of the Recipient and the Provider may, in their sole discretion, terminate this Agreement in whole or in part, at any time without cause, and without liability except, in the case of the Recipient, for required payment for services rendered and reimbursement for authorized expenses incurred, by providing at least 90 (ninety) days' prior written notice to the other party (such date, the Services Termination Date). 3.3 Breach. Any Party (the Non-Breaching Party) may terminate this Agreement with respect to any Service, in whole but not in part, at any time upon prior written notice to the other Party (the Breaching Party), if the Breaching Party has failed (other than pursuant to Section 3.6) to perform any of its material obligations under this Agreement relating to such Service, and such failure shall have continued without cure for a period of 30 days after receipt by the Breaching Party of a written notice of such failure from the Non-Breaching Party seeking to terminate such service. For the avoidance of doubt, non-payment by Recipient for a Service provided by Provider in accordance with this Agreement and not the subject of a good-faith dispute shall be deemed a breach for purposes of this Section 3.3. 3.4 Insolvency. In the event that either Party hereto shall (a) file a petition in bankruptcy, (b) become or be declared insolvent, or become the subject of any proceedings (not dismissed within sixty (60) days) related to its liquidation, insolvency or the appointment of a receiver, (c) make an assignment on behalf of all or substantially all of its creditors, or (d) take any corporate action for its winding up or dissolution, then the other party shall have the right to terminate this Agreement by providing written notice in accordance with Section 6.6. 3.5 Effect of Termination. Upon termination of this Agreement in its entirety pursuant to Section 3.1, all obligations of the Parties hereto shall terminate, except for the provisions of Section 2.2, and the entirety of Sections 4, 5 and 6, which shall survive any termination or expiration of this Agreement. 3.6 Upon expiration or termination of this Agreement for any reason, Provider shall promptly: (a) Deliver to Recipient all documents, work product, and other materials, whether or not complete, prepared by or on behalf of Provider in the course of performing the Services for which Recipient has paid. (b) Return to Recipient all Recipient -owned property, equipment, or materials in its possession or control.

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(c) Remove any Provider-owned property, equipment, or materials located at Recipient's locations. (d) Deliver to Recipient, all documents and tangible materials (and any copies) containing, reflecting, incorporating, or based on Recipient's Confidential Information. (e) On a pro rata basis, repay all fees and expenses paid in advance for any Services which have not been provided. (f) Permanently erase all of Recipient's Confidential Information from its computer systems. (g) Certify in writing to Recipient that it has complied with the requirements of this Section 3.6 3.7 Force Majeure. If Provider is prevented from or delayed in complying, either totally or in part, with any of the terms or provisions of this Agreement by reason of fire, flood, storm, strike, lockout or other labor trouble or shortage, delays by unaffiliated suppliers or carriers, shortages of fuel, power, raw materials or components, any law, order, proclamation, regulation, ordinance, demand, seizure or requirement of any governmental authority, riot, civil commotion, war, rebellion, acts of terrorism, nuclear accident or other causes beyond the reasonable control of Provider, or acts, omissions, or delays in acting by any governmental or military authority or Recipient (each, a Force Majeure), then upon written notice to Recipient, the Services affected by the Force Majeure (the Affected Services) and/or other requirements of this Agreement will be suspended during the period of such Force Majeure and Provider will have no liability to Recipient or any other party in connection with such Affected Services. If the Force Majeure in question prevails for a continuous period in excess of three months after the date on which the Force Majeure begins, Provider shall be entitled to give notice to Recipient to terminate the Affected Services. The notice to terminate must specify the termination date, which must be not less than ten (10) days after the date on which the notice to terminate is given. Once a notice to terminate has been validly given, the Affected Services will terminate on the termination date set out in the notice. Neither Party shall have any liability to the other in respect of termination of the Affected Services due to Force Majeure, but rights and liabilities which have accrued prior to termination shall subsist.

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4. Confidentiality. 4.1 Confidentiality. During the term of this Agreement and thereafter, the Parties hereto shall, and shall instruct their respective representatives to, maintain in confidence and not disclose the other Party's financial, technical, sales, marketing, development, personnel, and other information, records, or data, including, without limitation, customer lists, supplier lists, trade secrets, designs, product formulations, product specifications or any other proprietary or confidential information, however recorded or preserved, whether written or oral (any such information, Confidential Information). Each Party hereto shall use the same degree of care, but no less than reasonable care, to protect the other Party's Confidential Information as it uses to protect its own Confidential Information of like nature. Unless otherwise authorized in any other agreement between the Parties, any Party receiving any Confidential Information of the other Party (the Receiving Party) may use Confidential Information only for the purposes of fulfilling its obligations under this Agreement (the Permitted Purpose). Any Receiving Party may disclose such Confidential Information only to its representatives who have a need to know such information for the Permitted Purpose and who have been advised of the terms of this Section 4.1 and the Receiving Party shall be liable for any breach of these confidentiality provisions by such Persons; provided, however, that any Receiving Party may disclose such Confidential Information to the extent such Confidential Information is required to be disclosed by law, in which case the Receiving Party shall promptly notify, to the extent possible, the disclosing party (the Disclosing Party), and take reasonable steps to assist in contesting such disclosure requirement or in protecting the Disclosing Party's rights prior to disclosure, and in which case the Receiving Party shall only disclose such Confidential Information that it is advised by its counsel in writing that it is legally bound to disclose. Notwithstanding the foregoing, Confidential Information shall not include any information that the Receiving Party can demonstrate: (a) was publicly known at the time of disclosure to it, or has become publicly known through no act of the Receiving Party or its representatives in breach of this Section 4.1, (b) was rightfully received from a third party without a duty of confidentiality, or (c) was developed by it independently without any reliance on the Confidential Information. 4.2 Return of Confidential Information. Upon demand by the Disclosing Party at any time, or upon expiration or termination of this Agreement with respect to any Service, the Receiving Party agrees promptly to return or destroy, at the Disclosing Party's option, all Confidential Information received in connection with this Agreement. If such Confidential Information is destroyed, an authorized officer of the Receiving Party shall certify to such destruction in writing. 5. Indemnification. 5.1 Indemnification. Provider shall indemnify, defend, and hold harmless Recipient and its officers, directors, employees, agents, affiliates, successors, and permitted assigns (collectively, Indemnified Party) against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including attorneys' fees, fees and the costs of enforcing any right to indemnification under this Agreement, and the cost of pursuing any insurance providers, incurred by Indemnified Party or awarded against Indemnified Party (collectively, Losses), relating to/arising out of or resulting from any claim of a third party or Recipient arising out of or occurring in connection with Provider's negligence, willful misconduct, or breach of this Agreement. Provider shall not enter into any settlement without Recipient's or Indemnified Party's prior written consent. 6. Miscellaneous. 6.1 Entire Agreement. This Agreement, the Purchase Agreement and the documents referred to herein and therein constitute the entire agreement among the Parties and supersedes any prior understandings, agreements, or representations by or among the Parties, written or oral, to the extent they relate in any way to the subject matter hereof.

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6.2 Succession and Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties named herein and their respective successors and permitted assigns. Provider may not assign, delegate or otherwise transfer either this Agreement or any of its rights, interests, or obligations hereunder without the prior written approval of Recipient. 6.3 Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original but all of which together will constitute one and the same instrument. Counterparts may be delivered via facsimile and electronic mail (including portable document format (PDF) or any electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com). 6.4 Titles and Headings. Titles and section headings contained in this Agreement are inserted for convenience only and shall not affect in any way the meaning or interpretation of this Agreement. 7. Notices. All notices, requests, consents, claims, demands, waivers and other communications hereunder shall be in writing and shall be deemed to have been given (a) when delivered by hand (with written confirmation of receipt); (b) when received by the addressee if sent by a nationally recognized overnight courier (receipt requested); (c) on the date sent by facsimile or e-mail of a PDF document (with confirmation of transmission) if sent during normal business hours of the recipient, and on the next Business Day if sent after normal business hours of the recipient or (d) on the third day after the date mailed, by certified or registered mail, return receipt requested, postage prepaid. Such communications must be sent to the respective parties at the following addresses (or at such other address for a party as shall be specified in a notice given in accordance with this Section 7: If to Provider: [ * * * ] With a copy to: N/A If to Recipient: TELCOSTAR PTE. LTD 6 Eu Tong Sen Street Tel Aviv, Israel, 6770007 #10-15 The Central Singapore 059817 Email: avi@ability.co.il Attention: Avi Levin With a copy to: McDermott Will & Emery LLP 340 Madison Avenue New York, NY 10173-1922 Telephone: (212) 547-5541 Facsimile: (212) 547-5444 EMAIL: GEMMANUEL@MWE.COM Attention: Gary Emmanuel

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Any Party may change the address to which notices, requests, demands, claims, and other communications hereunder are to be delivered by giving the other Parties notice in the manner herein set forth. 7.1 Further Assurances. The Parties agree (a) to furnish upon request to each other such further information, (b) to execute and deliver to each other such other documents, and (c) to do such other acts and things, all as the other party may reasonably request for the purpose of carrying out the intent of this Agreement and the documents referred to in this Agreement. 7.2 Governing Law. This Agreement and any claim, controversy or dispute arising out of or related to this Agreement, any of the transactions contemplated hereby and/or the interpretation and enforcement of the rights and duties of the Parties, whether arising in contract, tort, equity or otherwise, shall be governed by and construed in accordance with the domestic laws of the State of Israel (including in respect of the statute of limitations or other limitations period applicable to any such claim, controversy or dispute), without giving effect to any choice or conflict of law provision or rule (whether of the State of Israel or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Israel. 7.3 Consent to Jurisdiction. The Parties hereby irrevocably submit any disputes under this Agreement to the exclusive jurisdiction of the courts located in Tel-Aviv, Israel, provided however, that Recipient shall be entitled to seek an injunction or other appropriate remedy against Provider in the country in which Provider has acted in breach of the terms hereof. 7.4 Specific Performance. The Parties hereby agree that, in the event of breach of this Agreement, damages would be difficult, if not impossible, to ascertain and that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. Accordingly, it is hereby agreed that the Parties shall be entitled to seek an injunction or other equitable relief in any court of competent jurisdiction to enjoin any such breach and enforce specifically the terms and provisions hereof, this being in addition to any other remedy or right to which they are entitled at law or in equity, without any necessity of proving damages or any requirement for the posting of a bond or other security. 7.5 Amendments and Waivers. No amendment of any provision of this Agreement shall be valid unless the same shall be in writing and signed by Recipient and the Provider. No waiver by any Party of any provision of this Agreement or any default, misrepresentation, or breach of warranty or covenant hereunder, whether intentional or not, shall be valid unless the same shall be in writing and signed by the Party making such waiver nor shall such waiver be deemed to extend to any prior or subsequent default, misrepresentation, or breach of warranty or covenant hereunder or affect in any way any rights arising by virtue of any prior or subsequent such occurrence.

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7.6 Severability. Any term or provision of this Agreement that is held invalid or unenforceable by a court of competent jurisdiction or other competent governmental authority in any situation in any jurisdiction shall not affect the validity or enforceability of the remaining terms and provisions hereof or the validity or enforceability of the offending term or provision in any other situation or in any other jurisdiction. Upon such a determination, the Parties shall negotiate in good faith to replace invalid or unenforceable provisions with valid provisions, the economic effect of which comes as close as possible to that of the invalid or unenforceable provisions. 7.7 Construction. The Parties have participated jointly in the negotiation and drafting of this Agreement. In the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the Parties and no presumption or burden of proof shall arise favoring or disfavoring any Party by virtue of the authorship of any of the provisions of this Agreement. Any reference to any law shall be deemed also to refer to all rules and regulations promulgated thereunder, unless the context requires otherwise. The word including shall mean including without limitation. 7.8 Incorporation of Exhibits and Disclosure Schedule. The Exhibit identified in this Agreement is incorporated herein by reference and made a part hereof. 7.9 Amendment and Restatement. This Agreement amends and restates in full the Production Contract. [SIGNATURE PAGE FOLLOWS]

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IN WITNESS WHEREOF, the Parties have executed this Services Agreement as of the date first written above. PROVIDER: RECIPIENT: [ * * * ] [ * * * ] By: By: Name: Name: Title: Title:

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EXHIBIT A Services [ * * * ] 11 
Question: Highlight the parts (if any) of this contract related to Ip Ownership Assignment that should be reviewed by a lawyer. Details: Does intellectual property created  by one party become the property of the counterparty, either per the terms of the contract or upon the occurrence of certain events?

A:
To the extent that any writings or works of authorship may not, by operation of law, be works made for hire, this Agreement shall constitute an irrevocable assignment by Provider to the Recipient of the ownership of and all rights of copyright in, such items, and the Recipient shall have the right to obtain and hold in its own name, rights of copyright, copyright registrations, and similar protections which may be available in the works.
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