TASK DEFINITION: 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.
PROBLEM: Exhibit 10.4

EXECUTION VERSION

INTELLECTUAL PROPERTY AGREEMENT

by and among

UNITED TECHNOLOGIES CORPORATION,

OTIS WORLDWIDE CORPORATION

and

CARRIER GLOBAL CORPORATION

Dated as of April 2, 2020





TABLE OF CONTENTS ARTICLE I DEFINITIONS 2 1.1 Defined Terms 2 ARTICLE II ASSIGNMENT OF SOLELY OWNED INTELLECTUAL PROPERTY RIGHTS 7 2.1 Assigned Intellectual Property Rights 7 ARTICLE III LICENSING OF INTELLECTUAL PROPERTY RIGHTS 8 3.1 Licensed Intellectual Property Rights 8 3.2 Reserved Intellectual Property Rights 10 3.3 No Rescission 10 ARTICLE IV TRADEMARKS 10 4.1 Ownership of United Technologies Trademarks 10 4.2 Use of United Technologies Trademarks 11 4.3 Special Trademark Provisions. 12 ARTICLE V EXCLUDED AGREEMENTS 12 5.1 No Change to Excluded Agreements 12 ARTICLE VI CONFIDENTIALITY 12 6.1 Received Information and Materials 12 6.2 Confidential Information 12 6.3 Obligations 13 6.4 Termination of UTC NDA 13 ARTICLE VII LIMITATIONS AND DISCLAIMERS 13 7.1 Subsequent Delivery of Intellectual Property Rights 13 7.2 No Additional Obligations 14 7.3 DISCLAIMER 14 7.4 Limitations of Liability 14 ARTICLE VIII GOVERNING LAW AND DISPUTE RESOLUTION 15 8.1 Governing Law 15 8.2 Alternative Dispute Resolution 15 8.3 Confidentiality 13 8.4 Equitable Relief 13

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ARTICLE IX GENERAL PROVISIONS 16 9.1 Entire Agreement; Conflict Among Agreements 16 9.2 Assignment and Change of Control; Successor and Assigns 16 9.3 Bankruptcy 17 9.4 Amendments and Waivers 17 9.5 Notice 18 9.6 Severability 18 9.7 Counterparts 18 9.8 Further Assurances 18 9.9 Interpretation 19

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INTELLECTUAL PROPERTY AGREEMENT This INTELLECTUAL PROPERTY AGREEMENT (this Agreement), dated as of April 2, 2020, is by and among United Technologies Corporation, a Delaware corporation (UTC), Otis Worldwide Corporation, a Delaware corporation (Otis), and Carrier Global Corporation, a Delaware corporation (Carrier) (each, a Party and together, the Parties). RECITALS WHEREAS, UTC, Otis and Carrier have entered into that certain Separation and Distribution Agreement, of even date herewith (the SDA), pursuant to which UTC and its subsidiaries will undertake a series of transactions following which UTC will separate into three independent, publicly traded companies: (i) UTC, comprising Collins Aerospace and Pratt & Whitney, a systems supplier to the commercial aerospace and defense industry, (ii) Otis, a manufacturer of people-moving products, such as elevators, escalators and moving walkways, and (iii) Carrier, a provider of HVAC, refrigeration, fire, security and building automation technologies; WHEREAS, pursuant to Section 2.10 of the SDA, UTC, Otis and Carrier agreed to enter into this Agreement; WHEREAS, each of the Parties and their respective affiliates are currently owners of, and in possession of, certain Intellectual Property Rights (as defined herein), which Intellectual Property Rights may have been developed or acquired by such Party independently, or jointly with either or both the other Parties, or assigned to it by either or both of the other Parties prior to the date hereof; WHEREAS, a result of the corporate relationship between each of the Parties, and not necessarily pursuant to a written agreement, prior to the date hereof, each Party has had access to, and the right to use certain Intellectual Property Rights of one or both of the other Parties as required for its business; WHEREAS, in connection with the transactions contemplated by the SDA, the Parties wish to confirm their respective ownership of certain Intellectual Property Rights (as defined herein), and with respect to certain other Intellectual Property Rights transfer ownership thereof from an Assignor Party (as defined herein) to an Assignee Party (as defined herein), and each Assignee Party wishes to receive ownership of such Intellectual Property Rights; and WHEREAS, in connection with the transactions contemplated by the SDA, the Parties wish to either grant, or confirm the prior grants of, certain rights and licenses with respect to certain Intellectual Property Rights from each Licensor Party (as defined herein) to a Licensee Party (as defined herein), and each Licensee Party wishes to receive such license grants on the terms set forth herein. NOW, THEREFORE, in consideration of the mutual promises hereinafter set forth and in the SDA (and other agreements entered into in connection with the SDA), and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, and intending to be legally bound, the Parties hereby agree as follows:





ARTICLE I

DEFINITIONS

1.1 Defined Terms. For the purposes of this Agreement, the following terms shall have the following meanings. Capitalized terms used but not otherwise defined in this Article I or elsewhere in this Agreement shall have the meaning ascribed to such terms in the SDA. For the avoidance of doubt, for purposes of Section 2.1, Section 3.1, and Section 4.1, respectively, (a) any reference to an Assignor Party, a Licensor Party, or a Party, respectively, shall be deemed to refer to other relevant members of such Assignor Group, such Licensor Group, or such Party's Group, respectively and (b) any obligation of an Assignor Party, a Licensor Party, or a Party, respectively, shall include an obligation to cause such relevant members of such Assignor Group, such Licensor Group, or such Party's Group, respectively, to satisfy such obligation; in each case, as the context requires. AAA Rules shall have the meaning defined in Section 8.2.2. Affiliate shall mean, for the purpose of this Agreement and notwithstanding its meaning in the SDA, with respect to a Party, another member of the Party Group to which the Party belongs. Agreement shall have the meaning defined in the preamble. Assigned Intellectual Property Rights shall have the meaning defined in Section 2.1.1. Assignee Group shall mean one of the UTC Group, the Otis Group, or the Carrier Group of which an Assignee Party is a member. Assignee Party shall mean the Party, as the context requires, other than the Assignor Party, to whom Intellectual Property Rights are assigned from the Assignor Party pursuant to the terms hereof. Assignor Group shall mean one of the UTC Group, the Otis Group, or the Carrier Group of which the Assignor Party is a member. Assignor Party shall mean one of the Parties, as the context requires, in its capacity as an assignor of Intellectual Property Rights to another Party pursuant to the terms hereof. Carrier shall have the meaning defined in the preamble. Confidential Information shall have the meaning defined in Section 6.2. Contemplated to be Used shall mean that there are contemporaneous books or records, whether in hard copy or electronic or digital format (including emails, databases and other file formats) evidencing a specific, good faith intention of future use, created in the ordinary course of business consistent with past practice.

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Copyrights shall mean copyrights and other equivalent rights in copyrightable subject matter in works of authorship (including software), and including all registrations and applications therefor, and all renewals, extensions, restorations and reversions thereof. Dispute shall have the meaning defined in Section 8.2. Excluded Agreement shall mean (a) each Negotiated Agreement and (b) each Third Party Agreement; provided that, notwithstanding the foregoing, and without limitation, for the purposes of this Agreement, an Excluded Agreement shall not include any IWA or any work performed, without an express written agreement, by a member of an Assignor Group or a Licensor Group as Performer for a member of an Assignee Group or a Licensee Group as Requester, respectively, or vice versa. A non-inclusive (and not necessarily representative) listing of Excluded Agreements is provided in Schedule 5.0. Exploit shall mean, with respect to a particular item of Intellectual Property Rights, to do all things with such Intellectual Property Rights (subject to Article VI), including (a) to make, have made, use (including for development), import, offer for sale, and sell any product or service under any Patents within such Intellectual Property Rights; (b) to copy, display, perform, create derivative works based upon, and distribute any works under, any Copyrights within such Intellectual Property Rights; and (c) to use Trade Secrets and other confidential or proprietary information within such Intellectual Property Rights. For the avoidance of doubt, a right to Exploit in any manner a particular item of Intellectual Property Rights does not include the right to Exploit in any manner any other Intellectual Property Rights, including any separate background Intellectual Property Rights from or with which the item was created or derived, or which is necessary or desirable for a particular use of the item. Funded or Funding by an entity shall mean paid for by that entity through one or more cash contributions. For the purposes of this definition, U.S. Government funds or the funds of any other third party or entity shall not be considered. Future Affiliate Provision shall mean a term or provision of any agreement governing Intellectual Property Rights as between or among the Parties that was negotiated and entered into on arm's-length terms at any time prior to the Effective Time between or among members of different Party Groups (a) pursuant to which a licensor Party grants or purports to grant to the Party or Parties licensed under such agreement a license to the Intellectual Property Rights of any future Affiliate (including in the case of UTC, Raytheon Company) of the licensor Party, (b) imposing or purporting to impose any non-compete or other similar limitation on the business of any future Affiliate (including in the case of UTC, the business of Raytheon Company) of a Party, in favor of another Party or Parties, or (c) requiring or purporting to require the payment to a licensor Party of any incremental royalty or other charge on the business or products of any future Affiliate (including in the case of UTC, Raytheon Company) of the Party that is the licensee under such agreement, except to the extent that such future Affiliate avails itself of the license to which such royalty pertains. Each Party agrees that to the extent such Party is the beneficiary of a Future Affiliate Provision, such Party hereby waives and disclaims, and will not seek to enforce or claim the benefit of, such Future Affiliate Provision, such waiver, disclaimer and covenant being for the sole benefit of the other Parties, their Party Groups, and their future Affiliates.

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Intellectual Property Rights shall mean any and all intellectual property and industrial property rights throughout the world, whether registered or unregistered, including intellectual property and industrial property rights protected or represented by, arising under, or associated with (a) Patents; (b) Copyrights; (c) Trade Secrets; and (d) any other similar or equivalent intellectual property or proprietary rights anywhere in the world; provided, however, that Trademarks are expressly excluded from the definition of Intellectual Property Rights. Invention Disclosure shall mean a written description of an invention, or potential invention, submitted to any member of a Party Group for review for patenting. IWA shall mean, as of a relevant date, the contractual terms and conditions prescribed for inter-entity work authorizations by Section 43 of the United Technologies Corporate Policy Manual or a predecessor thereof as of the relevant date, including the terms and conditions governing Intellectual Property Rights therein. Licensed Intellectual Property Rights shall have the meaning defined in Section 3.1.1. Licensed Patents shall mean with respect to a particular Licensor Group and Licensee Group, the Patents owned or freely licensable by the Licensor Group, that absent a license of the scope granted to the Licensee Group pursuant to Section 3.1 hereof, would be infringed by the operation of the business of the Licensee Group (including the making, selling, offering for sale, using or importing of the products or services of the Licensee Group). In addition, for the purpose of the forgoing determination as to whether a Patent is infringed as of the Effective Time, a Patent that issues after the Effective Time to the extent based upon a Patent Application or Invention Disclosure in existence before the Effective Time, shall be deemed to have been in existence from the date immediately prior to the Effective Time. Licensee Group shall mean one of the UTC Group, the Otis Group, or the Carrier Group of which the Licensee Party is a member. Licensee Group Field shall mean the field of the business of the applicable Licensee Group, including the manufacture, sale, support and service of products, and the provision of services, of one or more members of the applicable Licensee Group, as of the Effective Time and the natural extension thereof. Licensee Party shall mean one of the Parties, as the context requires, other than the Licensor Party, to whom Licensed Intellectual Property Rights are granted from the Licensor Party pursuant to the terms hereof. Licensor Group shall mean one of the UTC Group, the Otis Group, or the Carrier Group of which the Licensor Party is a member. Licensor Party shall mean one of the Parties, as the context requires, in its capacity as a grantor of Licensed Intellectual Property Rights to another Party pursuant to the terms hereof. Negotiated Agreement shall mean any agreement governing Intellectual Property Rights as between or among the Parties that was negotiated and entered into on arm's-length terms at any time prior to the Effective Time between or among members of different Party

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Groups, including any and all such agreements identified in Schedule 5.0; provided that, notwithstanding the foregoing, and without limitation, for the purposes of this Agreement, a Negotiated Agreement shall not include any (i) IWA, (ii) work performed, without an express written agreement, by any member of a Party Group as Performer for another member or members of a Party Group as Requester or (iii) agreement between or among members of different Party Groups to the extent including a Future Affiliate Provision. Otis shall have the meaning defined in the preamble. Party and Parties shall have the meaning defined in the preamble to this Agreement. Party Group shall mean each of the UTC Group, the Otis Group, and the Carrier Group. Patent shall means any issued patent, including any utility patent, design patent, utility model, and inventor's certificate, or any like governmental grant or registration for the protection of inventions, including any patent granted by the United States Patent and Trademark Office (the USPTO), the European Patent Office (the EPO) or any foreign equivalent thereof, including any issued patent that is continuation, divisional, continuation-in-part, extension, confirmation, reissue, reexamination, renewal, correction or substitution of an issued patent. In addition, unless the context otherwise requires, the term Patent shall include any Patent Application. Patent Application means any application for a Patent, including any provisional or PCT or similar application, before an applicable governmental office anywhere in the world, including the USPTO and the EPO. Performer shall mean, with respect to services, an entity meeting at least one of the following two conditions: (a) the entity is a Performer, as defined in an IWA issued to the entity by the Requester defined in the IWA, with respect to the services, and/or (b) the entity performed the services at the request of a Requester as part of a joint project with the Requester, with respect to which no IWA was expressly issued nor any Negotiated Agreement entered with the Requester, and the entity received Funding from the Requester for the services (which Funded the services in full, or in full jointly with the Performer but with no contribution from any other entity) and delivered results of the services to the Requester. Performer Background IPR shall mean, with respect to services performed by the Performer at the request of the Requester, all Intellectual Property Rights held by Performer at the time of such services, other than Performer Foreground-Delivered IPR and Performer Foreground-Undelivered IPR, that would be necessary to Exploit Performer Foreground-Delivered IPR. Performer Foreground-Delivered IPR shall mean, with respect to services performed by the Performer at the request of the Requester, all Intellectual Property Rights that were conceived or created by the Performer in the course of such performance, directly or by a Performer Service Provider, and delivered to the Requester.

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Performer Foreground-Undelivered IPR shall mean, with respect to services performed by the Performer at the request of the Requester, all Intellectual Property Rights that were conceived or created by the Performer in the course of such performance, directly or by a Performer Service Provider, and not delivered to the Requester. Performer Service Provider shall mean, with respect to services performed by the Performer at the request of the Requester, any Affiliate (other than the Requester), supplier, service provider, or other Person performing any aspect of the services on behalf of the Performer. Person shall mean an individual, partnership, corporation, limited liability company, joint venture, association or other form of business organization (whether or not regarded as a legal entity under applicable law), trust or other entity or organization. Received Information and Materials shall have the meaning defined in Section 6.1. Requester shall mean, with respect to services, an entity meeting at least one of the following two conditions: (a) the entity is a Requester, as defined in an IWA issued by the entity to the Performer defined in such IWA, with respect to the services, and/or (b) the entity requested the services from the Performer as part of a joint project with the Performer, with respect to which no IWA was expressly issued nor any Negotiated Agreement entered with the Performer, and the entity Funded the services (in full independently, or in full jointly with the Performer but with no contribution from any other entity) and received delivery of results of the services from the Performer. Requester Foreground IPR shall mean, with respect to services requested by the Requester from the Performer, all Intellectual Property Rights conceived or created by the Requester, directly or by a Requester Service Provider, in connection with such services. Requester Service Provider shall mean, with respect to services performed by the Performer at the request of the Requester, any Affiliate (other than the Performer), supplier, service provider, or other Person performing any aspect of the Requester's obligations in connection with such services. SDA shall have the meaning defined in the recitals. Third Party Agreement shall mean any Agreement, entered into at any time prior to the Effective Time, between or among (a) a third party, on the one hand, and (b) any member or members of the Party Groups, including any and all such agreements identified in Schedule 5.0; provided that, notwithstanding the foregoing, and without limitation, for the purposes of this Agreement, a Third Party Agreement shall not include any agreement between or among members of different Party Groups to the extent including a Future Affiliate Provision. Trade Secrets shall mean rights in information or know how, regardless of form, including ideas, inventions, designs, drawings, specifications, product configurations, prototypes, models, improvements, technical data and other data, databases, formulae, algorithms and mathematical embodiments, laboratory notebooks, pricing and cost information, plans, proposals, processes, procedures, schematics, manufacturing techniques, business methods,

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customer lists and supplier lists, and Invention Disclosures, that (a) derives economic value, actual or potential, from not being, and is not, generally known or readily ascertainable by proper means and (b) is the subject of efforts that are reasonable under the circumstances to maintain the confidentiality or secrecy thereof. Trademarks shall mean trademark rights, whether registered or unregistered, including in trademarks, service marks, trade names, brand names, certification marks, collective marks, Internet domain names and registrations, logos, slogans, symbols, trade dress and designs, and including all registrations, renewals, and applications for registration of the foregoing. United Technologies Trademarks shall mean all Trademarks to the extent consisting of or containing UTC, United Technologies Corporation, United Technologies, UTX, the UTC Icon, ACE, Achieving Competitive Excellence, all ACE logos, ESP, Employee Scholar Program, all ESP logos, ITC360, all ITC360 logos, and any variations or derivatives of any of the foregoing, and any Trademarks that are confusingly similar thereto. UTC shall have the meaning defined in the preamble. UTC Icon shall mean the symbol, also known as the UTC gear logo, identified as the UTC Icon in the UTC Corporate Identity Guidelines - Brand Basics document attached as Schedule 4.1.1, regardless of color or size, and any variant thereof. UTC NDA shall have the meaning defined in Section 6.4. ARTICLE II

ASSIGNMENT OF SOLELY OWNED INTELLECTUAL PROPERTY RIGHTS

2.1 Assigned Intellectual Property Rights

2.1.1 Assignments by an Assignor Party. Subject to Section 3.2, each Assignor Party, on behalf of itself and the other members of the Assignor Group, hereby irrevocably assigns to the applicable Assignee Party, and agrees to irrevocably assign to the applicable Assignee Party, all of its and the other members of the Assignor Group's rights, title and interest in and to any and all Intellectual Property Rights owned by the Assignor Party or another member of the Assignor Group that meets one or more of the following descriptions: (a) the Intellectual Property Rights are Requester Foreground IPR conceived or created in the course of services concerning which the Assignee Party or another member of the Assignee Group was the Requester, and the Assignor Party or another member of the Assignor Group was the Performer; or (b) the Intellectual Property Rights are Performer Foreground-Delivered IPR conceived or created in the course of services concerning which the Assignee Party or another member of the Assignee Group was the Requester, and the Assignor Party or another member of the Assignor Group was the Performer; or

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(c) the Intellectual Property Rights are Performer Foreground-Undelivered IPR conceived or created in the course of services concerning which the Assignor Party or another member of the Assignor Group was the Requester, and the Assignee Party or another member of the Assignee Group was the Performer (collectively, Assigned Intellectual Property Rights). ARTICLE III

LICENSING OF INTELLECTUAL PROPERTY RIGHTS

3.1 Licensed Intellectual Property Rights 3.1.1 License Grants by a Licensor Party. Subject to Section 3.2, a Licensor Party, on behalf of itself and the other members of the Licensor Group, and solely to the extent the Licensor Party or another member of the Licensor Group has the right to do so, hereby grants and agrees to grant to the applicable Licensee Party and the other members of the Licensee Group, subject to the field restriction of Section 3.1.2, a royalty-free, nonexclusive, perpetual, irrevocable, fully paid-up, worldwide right and license, with the right to sublicense as provided in Section 3.1.3, to Exploit Intellectual Property Rights that are owned by the Licensor Party or another member of the Licensor Group immediately following the assignments pursuant to Article II and meet one or more of the following descriptions with respect to the relevant Licensee Party: (a) the Intellectual Property Rights are rights under Licensed Patents or other Intellectual Property Rights that, in each case, as of the Effective Time, are either (A) used in connection with, or necessary for the ongoing conduct of, the current business of the Licensee Party or another member of the Licensee Group, or (B) Contemplated to be Used in the business of the Licensee Party, or another member of the Licensee Group, in the Licensee Group Field; provided, however, that the license granted in this Section 3.1.1(a) does not apply to the Intellectual Property Rights received under or otherwise governed by an Excluded Agreement; and/or (b) the Intellectual Property Rights are embodied in an invention, or proposed invention, that is both (i) described in a Patent or Invention Disclosure held by the Licensor Party or another member of the Licensor Group and (ii) conceived by at least one inventor who, at the time of conception, was employed by a member of the Licensee Group, a non-inclusive list of which inventions and proposed inventions are provided in Schedule 3.1.1(b), provided, however, that the license granted in this Section 3.1.1(b) does not apply to an invention conceived under or otherwise governed by an Excluded Agreement; and/or (c) the Intellectual Property Rights are subject to an assignment to the Licensor Party in Section 2.1.1(b) concerning Performer Foreground-Delivered IPR conceived or created in the course of services concerning which the Licensor Party or another member of the Licensor Group was the Requester and the Licensee Party or another member of the Licensee Group was the Performer; and/or

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(d) the Intellectual Property Rights are Performer Background IPR or Patent rights of the Licensor Party or another member of the Licensor Group and is necessary for the Licensee Party or another member of the Licensee Party to Exploit the Performer Foreground-Delivered IPR in the Licensee Group Field, provided, however, that the license granted in this Section 3.1.1(d) applies only to the extent necessary for the Licensee Party or another member of the Licensee Group to Exploit the Performer Foreground-Delivered IPR in the Licensee Group Field. (collectively, Licensed Intellectual Property Rights). 3.1.2 Field Restriction. The licenses granted in Section 3.1.1 are limited to, and a Licensee Party and the other members of the Licensee Group will have the right to Exploit, only the Licensed Intellectual Property Rights within the Licensee Group Field, except for the purposes of research and development at a stage encompassed within U.S. Department of Defense Technology Readiness Levels 1-6 or NASA Technology Readiness Levels 1-6; provided that (a) such research is not intended for use outside the Licensee Group Field, and (b) in the course of research conducted for a third party outside the Licensee Group Field, neither the Licensee Party nor any member of the Licensee Group (nor any of their respective officers, directors, employees, contractors, agents or sublicensees) shall disclose such Intellectual Property Rights to the third party. 3.1.3 Sublicense of Licensed Intellectual Property Rights. A Licensee Party or another member of the Licensee Group may sublicense its rights in Licensed Intellectual Property Rights hereunder, solely in support of its respective businesses (and not independent of its current or future products and related services). In all cases in which the exercise of sublicense rights hereunder reasonably requires disclosure of Licensed Intellectual Property Rights to a third party, the applicable member of the Licensee Group will disclose such Licensed Intellectual Property Rights (a) solely on a need to know basis, (b) provided that the Person to receive Licensed Intellectual Property Rights first agrees in writing to terms of confidentiality and non-use at least as restrictive as those provided in this Agreement, and (c) provided that the Licensee Party ensures the performance of, and accepts joint and several responsibility for the performance by each of the sublicensees of, the obligations of the Licensee Party and the other members of the Licensee Group under this Agreement. 3.1.4 Improvements. Each of the licenses granted in Section 3.1.1, subject to the restrictions of Section 3.1.2 and Section 3.1.3, includes the right of a Licensee Party and other members of the Licensee Group to make improvements to such Licensed Intellectual Property Rights. Neither a Licensor Party nor any member of the Licensor Group will have any rights to any such improvements, and as between a Licensee Party and a Licensor Party, the Licensee Party or applicable member of the Licensee Group will own all such improvements made by the Licensee Party or such member of the Licensee Group to Licensed Intellectual Property Rights. 3.1.5 No Implied Licenses. To the extent Intellectual Property Rights of a Party or member of a Party Group are not expressly granted in this Agreement, they are hereby expressly reserved to the Party or member of the Party Group. Without limiting the generality of the immediately preceding sentence, no express grant by a Licensor Party in this Agreement of

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license rights in certain Intellectual Property Rights shall be construed as implying the grant of any rights by the Licensor Party or another member of the Licensor Group in any other Intellectual Property Rights held by the Licensor Party or another member of the Licensor Group. 3.2 Reserved Intellectual Property Rights. Specific reservations shall apply to certain Intellectual Property Rights as set forth in Schedule 3.2. 3.3 No Rescission. The provisions of this Agreement, including the license rights provided in this Article III, shall not be terminable or revocable for any reason. In the event of any breach of this Agreement, the sole remedy of the non-breaching Party will be to seek monetary damages or equitable relief, including specific performance, as provided in Article VII, that does not involve a rescission or termination of any of the provisions of this Agreement (including the license rights provided in this Article III), and each Party irrevocably waives the right to seek any termination or rescission of any such provisions or rights. ARTICLE IV

TRADEMARKS

4.1 Ownership of United Technologies Trademarks. 4.1.1 Notwithstanding any other provision of this Agreement to the contrary, as between UTC, on the one hand, and Otis, Carrier and other members of the Otis Group and the Carrier Group, on the other, all rights in and to the United Technologies Trademarks, including all goodwill appurtenant thereto, are owned and shall be owned solely and exclusively by UTC. Without limiting the foregoing, and subject to Section 4.2, Otis and Carrier, on behalf of themselves and the other members of, respectively, the Otis Group and the Carrier Group, hereby irrevocably assign to UTC, and agree and promise to assign to UTC, (a) any and all rights, title and interest in and to the United Technologies Trademarks, including all goodwill appurtenant thereto held by them and the other members of the Otis Group and the Carrier Group, and (b) any and all registrations and applications for registration of Trademarks consisting of or containing any of the United Technologies Trademarks, anywhere in the world, to which Otis, Carrier or another member of the Otis Group or the Carrier Group holds a legal or equitable interest as of the Effective Time. Without limitation, the foregoing assignment and promise of assignment includes the right to sue and recover damages for past and future infringements of the United Technologies Trademarks and to bring any proceeding in the United States Patent and Trademark Office or any equivalent agency or governing body in any other country for cancellation, opposition, or other proceeding in connection with the United Technologies Trademarks. Except as expressly stated in Section 4.2, none of Otis, Carrier or any other member of the Otis Group or the Carrier Group shall have any right, title or interest in or to any of the United Technologies Trademarks, and any and all use of the United Technologies Trademarks, whether or not authorized pursuant to Section 4.2, shall inure solely and exclusively to UTC for all purposes.

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4.1.2 Otis and Carrier, on behalf of themselves and the other members of, respectively, the Otis Group and the Carrier Group, agree and promise to assist UTC and the other members of the UTC Group, at UTC's request, in UTC's discretion and at UTC's cost, in applying for, registering, maintaining, renewing, demonstrating use of, recording UTC's and the other members of the UTC Group's rights in, and otherwise perfecting, and defending and enforcing against third party infringers, the rights of UTC and the other members of the UTC Group in the United Technologies Trademarks and all goodwill associated therewith, including executing, verifying, acknowledging and delivering any and all documents, including any instruments of transfer and recordable assignments, and confirmations of use, and performing such other acts deemed necessary in the reasonable opinion of UTC. 4.1.3 Otis and Carrier, on behalf of themselves and the other members of, respectively, the Otis Group and the Carrier Group, agree and promise not to (a) challenge in any jurisdiction or venue the right or title of UTC or any other members of the UTC Group in and to any United Technologies Trademark, or the validity or enforceability of any United Technologies Trademark or any registration thereof, or (b) register or renew, attempt to register or renew, or assist a Person other than UTC or a member of the UTC Group in registering or renewing, any United Technologies Trademark. 4.2 Use of United Technologies Trademarks 4.2.1 Except as expressly provided in this Section 4.2, after the Effective Time, none of Otis, Carrier or any other members of the Otis Group or the Carrier Group shall use, or have the right to use, any of the United Technologies Trademarks. 4.2.2 Without limitation, Otis and Carrier as promptly as reasonably practicable (but in any case within six (6) months of the Effective Time) shall cause each member of, respectively, the Otis Group and the Carrier Group having a corporate name that includes any of the United Technologies Trademarks to apply to change its corporate name to a name that does not include any of the United Technologies Trademarks, including, within six (6) months of the Effective Time, by making any legal filings in each relevant jurisdiction necessary to effect such change worldwide. 4.2.3 UTC, on behalf of itself and the other members of the UTC Group, hereby grants to Otis, Carrier and the other members of the Otis Group and the Carrier Group a limited, non-exclusive, non-transferable, personal and nonsublicensable right to continue temporarily to use, following the Effective Time, any United Technologies Trademark it is using immediately prior to the Effective Time, solely to the extent of such pre- Separation use and in accordance with product quality standards and programs in place at the respective member of the Otis Group or the Carrier Group immediately prior to the Effective Time, and strictly in accordance with this Section 4.2.3; provided that Otis and Carrier shall, and shall cause each of its respective Affiliates (including, after the Effective Time, the members of, respectively, the Otis Group and the Carrier Group) (a) not to hold itself out as having any affiliation with UTC or any member of the UTC Group (except to the extent a third party may infer such affiliation merely due to the limited use of the United Technologies Trademarks as contemplated herein), and (b) to use diligent efforts to eliminate use of the United Technologies Trademarks. In any event, as soon as practicable after the Effective Time, and in any event within three (3) years thereafter, Otis and

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Carrier shall, and shall cause each of its respective Affiliates (including, after the Effective Time, the members of, respectively, the Otis Group and the Carrier Group), and any of its licensees or its respective Affiliates' licensees, to (a) cease and discontinue use of all United Technologies Trademarks, and (b) complete the removal of the United Technologies Trademarks from all of their respective products, signage, vehicles, properties, technical information, stationery and promotional or other marketing materials and other assets of Otis, Carrier and the other members of the Otis Group and the Carrier Group. Except for the limited, temporary license granted in this Section 4.2.3, neither UTC nor any other member of the UTC Group grants any right or license hereunder, express or implied, to use any United Technologies Trademarks. 4.3 Special Trademark Provisions. Special provisions concerning Trademarks are provided in Schedule 4.3. ARTICLE V

EXCLUDED AGREEMENTS

5.1 No Change to Excluded Agreements. The Parties do not intend by this Agreement to amend or otherwise change the Intellectual Property Rights or other provisions of any Excluded Agreement. Intellectual Property Rights provided, received or created pursuant to an Excluded Agreement will not constitute Licensed Intellectual Property Rights, and, with respect to the applicable parties thereto, will continue to be subject to any licenses, permissions or restrictions granted or imposed in the respective Excluded Agreement in accordance with its terms. ARTICLE VI

CONFIDENTIALITY

6.1 Received Information and Materials. The Parties acknowledge that members of each Party Group currently are in possession of information and materials f members of the other two Party Groups, which may include designs, drawings, specifications, technical data and other data, databases, formulae, algorithms and mathematical embodiments, plans, software, proposals, processes, procedures, manufacturing techniques, and business methods, and some of which may be included in the Licensed Intellectual Property Rights. With respect to a receiving Party, such information will be referred to individually or collectively as Received Information and Materials, provided that Received Information and Materials will not include information disclosed under any Excluded Agreement. 6.2 Confidential Information. All Received Information and Materials that are identified as or are of the type generally considered as confidential or proprietary or that have historically been subject to reasonable confidentiality and proprietary protections, and any communications or information provided after the Effective Time pursuant to this Agreement among members of the different Party Groups, will be deemed confidential and proprietary information of the Person that provided it, unless the information (a) is or becomes generally available to the public other than as a result of a disclosure in breach of this Agreement; (b) is rightfully available to or known by the receiving Party prior to receipt by the receiving Party

12





without any obligation of confidentiality; (c) is received by the receiving Party from a third party, provided that the third party is not known by the receiving Party, after reasonable inquiry, to be in breach of any obligation of confidentiality; or (d) was independently developed by the receiving Party, without violating any contractual or legal obligation (Confidential Information). 6.3 Obligations. With respect to Confidential Information in its possession, custody or control, a receiving member of a Party Group will: (a) hold all Confidential Information in confidence, using the same degree of care such receiving member uses to protect its own confidential information of a similar nature, but in no event less than a reasonable degree of care, including sharing Confidential Information internally only on a need to know basis, (b) not disclose Confidential Information to any third party, other than as permitted with respect to Licensed Intellectual Property Rights pursuant to Section 3.1.3, and (c) use Confidential Information only to the extent authorized. 6.4 Termination of UTC NDA. Upon the Effective Time, (a) the Amended and Restated Nondisclosure Agreement, by and between United Technologies Companies, dated July 26, 2012 (the UTC NDA), will terminate as among UTC and the other members of the UTC Group, Otis and the other members of the Otis Group, and Carrier and the other members of the Carrier Group, (b) the information disclosed under the UTC NDA (i) will be deemed Received Information and Materials and Confidential Information under this Agreement, and (ii) will be licensed hereunder for use by UTC and the other members of the UTC Group, Otis and the other members of the Otis Group, Carrier and the other members of the Carrier Group, solely to the extent it is Licensed Intellectual Property Rights granted to UTC and the other members of the UTC Group, Otis and the other members of the Otis Group or Carrier and the other members of the Carrier Group, respectively, and (c) notwithstanding paragraph 3 of the UTC NDA, such information disclosed thereunder will continue to be protected for as long as it remains Confidential Information. ARTICLE VII

LIMITATIONS AND DISCLAIMERS

7.1 Subsequent Delivery of Intellectual Property Rights. 7.1.1 For a period of six (6) months after the Effective Time, upon written request by an Assignee Party or a Licensee Party, and solely to the extent the Assignor Party or another member of the Assignor Group or the Licensor Party or another member of the Licensor Group, respectively, has the right to do so, the Assignor Party or the Licensor Party, respectively, shall use commercially reasonable efforts to provide (and to cause other members of the Assignor Group or the Licensor Group, respectively, to provide) to the requesting Assignee Party or the Licensee Party, respectively, copies of tangible embodiments of the Assigned Intellectual Property Rights and the Licensed Intellectual Property Rights, respectively, in the possession of a member of the Assignor Group or the Licensor Group, respectively, and not in the possession of a member of the Assignee Group or the Licensee Group, respectively, upon the Effective Time, to the extent that both (a) such Assigned Intellectual Property Rights or such Licensed Intellectual Property Rights, respectively, are necessary for the ongoing conduct of the current

13





business of the requesting Assignee Party or another member of the Assignee Group or the requesting Licensee Party or another member of the Licensee Group, respectively, or was in use in such business as of the Effective Time, and (b) such tangible embodiments are reasonably necessary for the use of such Assigned Intellectual Property Rights or such Licensed Intellectual Property Rights, respectively, identified in Section 7.1.1(a). 7.2 No Additional Obligations. Except as expressly provided in this Agreement, this Agreement does not create any obligation on the part of any of the Parties to provide or create any of the following with respect to the Intellectual Property Rights owned, transferred, granted or licensed under this Agreement: (a) explanations, corrections, revisions, improvements, upgrades, technical assistance, maintenance, installation, debugging, or any other support; or (b) tangible embodiments, documents, information, software, data or any other items, deliverables or services. 7.3 DISCLAIMER. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, THE SDA OR ANY OTHER ANCILLARY AGREEMENT, (A) EACH OF THE PARTIES CONVEYS INTELLECTUAL PROPERTY RIGHTS UNDER THIS AGREEMENT SOLELY ON AN AS IS, WHERE IS AND WITH ALL FAULTS BASIS, AND (B) NONE OF THE PARTIES MAKES, AND EACH HEREBY EXPRESSLY DISCLAIMS, ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND WITH RESPECT TO SUCH INTELLECTUAL PROPERTY RIGHTS, WHETHER EXPRESS OR IMPLIED, INCLUDING ANY REPRESENTATION OR WARRANTY WITH RESPECT TO MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, COMPLETENESS OR SUFFICIENCY, OR EXPORTABILITY, OR WITH RESPECT TO THE VALIDITY, SCOPE, ENFORCEABILITY OR NONINFRINGEMENT OF ANY OF SUCH INTELLECTUAL PROPERTY RIGHTS. FOR AVOIDANCE OF DOUBT, THE REPRESENTATIONS AND WARRANTIES PROVIDED IN THE SDA ARE NOT AFFECTED BY THIS DISCLAIMER. 7.4 Limitations of Liability. Except in connection with a Party's willful and intentional breach of this Agreement or fraud, in no event shall any Party or its Affiliates, under any circumstances, be liable or obligated in any manner to another Party or its Affiliates for any consequential, special, incidental, exemplary, indirect, punitive or similar damages, or for any loss of future revenue, profits or income, or for any diminution in value damages measured as a multiple of earnings, revenue or any other performance metric arising out of or relating to this Agreement or the transactions contemplated in this Agreement, even if such Party or its Affiliate is informed in advance of the possibility of such damages occurring and regardless of whether or not the damages were foreseeable and regardless of the theory or cause of action upon which any damages might be based. This limitation is separate and independent of any other remedy limitations and shall not fail if any such other limitation fails. The foregoing shall not be deemed to modify or limit any rights or remedies to the extent arising under the SDA, any other Ancillary Agreement or any Excluded Agreement.

14





ARTICLE VIII

GOVERNING LAW AND DISPUTE RESOLUTION

8.1 Governing Law. This Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware, without regard to any conflict or choice-of-law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware. 8.2 Alternative Dispute Resolution. Any dispute, controversy or claim between or among the Parties (whether sounding in contract, tort, or otherwise) arising out of or resulting from this Agreement, including the meaning of its provisions or the performance of any such provisions by a Party, its breach, termination, invalidity or otherwise (each, a Dispute) will be resolved in accordance with the procedures specified in this Article VIII, which will be the sole and exclusive procedure for the resolution of any such Dispute. 8.2.1 Negotiations. The Parties will attempt in good faith to resolve any Dispute promptly by negotiations among executives of the Parties who have authority to settle the Dispute. The disputing Party will give the other Party or Parties, as applicable, written notice of the Dispute. Within twenty (20) days after receipt of said notice, the receiving Party or Parties will submit to the other a written response. The notice and response will include: (a) a statement of each Party's position and a summary of the evidence and arguments supporting that position, and (b) the name and title of the executive who will represent that Party. The executives will meet at a mutually acceptable time and place within thirty (30) days of the date of the disputing Party's notice and thereafter as often as they reasonably deem necessary to exchange relevant information and to attempt to resolve the Dispute. 8.2.2 Arbitration. If a Dispute has not been resolved within sixty (60) days of the date of the disputing Party's notice, any Party desiring a non-negotiated resolution shall refer the Dispute to binding arbitration pursuant to the then-current commercial arbitration rules and supplementary procedures of commercial arbitration of the American Arbitration Association (the AAA Rules). The arbitral tribunal shall be composed of a single arbitrator appointed in accordance with the AAA Rules in any matter in which an injunction, specific performance or other equitable relief is not requested and the value of the relief any Party seeks (whether by claim or counterclaim) does not exceed three million United States dollars (US $3,000,000). In all other matters, including any matter in which an injunction, specific performance or other equitable relief is requested, the arbitral tribunal shall be composed of a panel of three (3) arbitrators appointed in accordance with the AAA Rules. The arbitration shall take place in New York, New York. Each Party will bear its own expenses (including attorneys' fees), and the Parties will share equally the compensation and expenses of the arbitrators and the arbitration. Any arbitration award will be final and shall be enforceable in any court of competent jurisdiction. 8.3 Confidentiality. All negotiations, and all statements made and documents provided or exchanged in connection with an arbitration under Section 8.2.2 will be confidential. Except with the prior written consent of the other Party or Parties in the Dispute, as applicable, none of the Parties will disclose the existence or content of the Dispute, or the results of any

15





dispute resolution process, to third parties other than (a) as may be required by law or legal process after having provided the other Party or Parties with notice thereof and the opportunity to seek a protective order over such information, or (b) to outside counsel and tax, financial, and accounting professionals in connection with the Dispute. 8.4 Equitable Relief. The Parties acknowledge and agree that monetary damages (even if available) may not be an adequate remedy in the event that a Party does not perform the provisions of this Agreement in accordance with their specified terms or otherwise breaches any provisions of this Agreement. Accordingly, and notwithstanding any other provision of this Agreement, any Party will be entitled to seek from the arbitrator or arbitration tribunal, and the arbitrator or arbitration tribunal will be empowered to grant, an injunction, specific performance or other equitable relief (whether preliminary, permanent, temporary, conservatory or otherwise, and including temporary restraining orders) to prevent such breaches of this Agreement and to enforce specifically the terms hereof, in addition to any other remedy to which such Party is entitled at law or in equity. The Party alleging the breach shall not be required to provide any bond or other security in connection with any such award, but the Parties reserve all rights to otherwise contest the propriety of any award of injunctive relief. In addition, and notwithstanding any other provision of this Agreement, any Party will be entitled to seek in a court of competent jurisdiction an injunction, specific performance or other equitable relief to prevent breaches of this Agreement pending an arbitration under Section 8.2.2. ARTICLE IX

GENERAL PROVISIONS

9.1 Entire Agreement; Conflict Among Agreements. This Agreement, together with the SDA, the other Ancillary Agreements and the Exhibits and Schedules hereto and thereto, constitute the entire agreement among the Parties with respect to the subject matter of this Agreement and supersede any prior discussion, correspondence, negotiation, proposed term sheet, agreement, understanding or arrangement with respect to such subject matter, and there are no agreements, understandings, representations or warranties among the Parties other than those set forth or referred to in this Agreement with respect to such subject matter. In the event of any conflict between the provisions of this Agreement and the provisions of the SDA or any other Ancillary Agreement, the provisions of this Agreement shall control, provided, however, that (a) in the event of a conflict between the provisions of this Agreement and the provisions of the Transition Services Agreement, the conflicting provisions of the Transition Services Agreement shall control over the conflicting provisions of this Agreement, and (b) nothing in this Agreement limits any of the representations, warranties or indemnity obligations under the SDA or any other Ancillary Agreement. In the event of any conflict between the provisions of this Agreement and any agreement that was entered into at any time prior to the Effective Time between or among members of different Party Groups that is not an Excluded Agreement, the conflicting provisions of this Agreement shall control. 9.2 Assignment and Change of Control; Successor and Assigns 9.2.1 No Party may directly or indirectly sell, assign or otherwise transfer (whether by asset or stock sale, merger, reorganization or otherwise) any or all of its rights or

16





delegate any or all of its obligations under this Agreement without the express prior written consent of the other Parties, except as follows: (a) Otis or Carrier may (i) freely sell, assign or otherwise transfer, in whole or from time to time in part, Assigned Intellectual Property Rights assigned to it hereunder; and (ii) sell, assign or otherwise transfer, in whole or from time to time in part, its rights and obligations under this Agreement (A) to any Affiliate of Otis or Carrier, respectively, (B) to any financing entity, in connection with the grant of a revocable security interest necessary for financing, or (C) to a Person acquiring (whether by asset or stock sale, merger, reorganization or otherwise) all or substantially all of the relevant business of Otis or Carrier, respectively, that agrees to be bound by the terms and conditions of this Agreement; but any such transfer or assignment will not relieve Otis or Carrier, respectively, of any of its obligations hereunder. (b) UTC may (i) freely sell, assign or otherwise transfer, in whole or from time to time in part, Assigned Intellectual Property Rights assigned to it hereunder; and (ii) sell, assign or otherwise transfer, in whole or from time to time in part, its rights under this Agreement (A) to any member of the UTC Group, (B) to any financing entity, in connection with the grant of a revocable security interest necessary for financing, or (C) to a Person acquiring (whether by asset or stock sale, merger, reorganization or otherwise) all or substantially all of the relevant business of UTC that agrees to be bound by the terms and conditions of this Agreement; but any such transfer or assignment will not relieve UTC of any of its obligations hereunder. 9.2.2 Any purported sale, assignment or other transfer in contravention of this Section 9.2 shall be null and void. 9.2.3 Subject to Section 9.2.1 and Section 9.2.2, this Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors, assigns and transferees. 9.3 Bankruptcy. All licenses granted under this Agreement will be deemed licenses of rights to intellectual property for purposes of Section 365(n) of the United States Bankruptcy Code and a licensee under this Agreement will retain and may fully exercise all of its rights and elections under the United States Bankruptcy Code. 9.4 Amendments and Waivers. This Agreement may not be modified or amended, except by an instrument or instruments in writing signed by the Party against whom enforcement of any such modification or amendment is sought. Any Party to this Agreement may, only by an instrument in writing, waive compliance by the other Parties with any term or provision of this Agreement on the part of such other Parties to this Agreement to be performed or complied with. The waiver by any Party to this Agreement of a breach of any term or provision of this Agreement shall not be construed as a waiver of any subsequent breach. No failure or delay by any Party in exercising any right or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege. Subject to Section 3.3, the rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by law.

17





9.5 Notice. All notices or other communications required or permitted hereunder by a Party shall be in writing to the other Parties at the address provided below (or at such other address as such Party may designate by notice pursuant to this Section 9.5), and shall be deemed given or delivered (a) when delivered personally against written receipt, (b) if sent by registered or certified mail, return receipt requested, postage prepaid, when received, and (c) when delivered by a nationally recognized overnight courier service, prepaid: To UTC: United Technologies Corporation 10 Farm Springs Farmington, CT 06302 Attention: Chief Intellectual Property Counsel To Otis: Otis Worldwide Corporation One Carrier Place Farmington, CT 06032 Attention: Chief Intellectual Property Counsel To Carrier: Carrier Global Corporation 13995 Pasteur Boulevard Palm Beach Gardens, FL 33418 Attention: Chief Intellectual Property Counsel

9.6 Severability. If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction or other authority to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any Party hereto. Upon such a determination, the Parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the fullest extent possible. 9.7 Counterparts. This Agreement may be executed in one or more counterparts, and by the different Parties in separate counterparts, each of which when executed shall be deemed to be an original but all of which taken together shall constitute one and the same agreement. Delivery of an executed counterpart of a signature page to this Agreement by electronic means shall be as effective as delivery of a manually executed counterpart of this Agreement. 9.8 Further Assurances. Each Party agrees, upon written request of another Party, to do all acts and execute, deliver and perform all additional documents, instruments and agreements, which may be reasonably required to implement the provisions and purposes of this

18





Agreement; provided, however, that, except as expressly set forth in this Agreement, nothing in this Agreement shall be construed as obligating a Party or its Affiliates to deliver any additional Intellectual Property Rights, or any tangible embodiments of any Intellectual Property Rights, to another Party or its Affiliates. 9.9 Interpretation. For the purposes of this Agreement, (a) words in the singular shall be held to include the plural and vice versa, and words of one gender shall be held to include the other gender as the context requires; (b) references to the terms Article, Section, paragraph, Exhibit and Schedule are references to the Articles, Sections, paragraphs, Exhibits and Schedules to this Agreement, unless otherwise specified; (c) any capitalized terms used in any Exhibit or Schedule but not otherwise defined therein shall have the meaning as defined in this Agreement; (d) the terms hereof, herein, hereby, hereto and derivative or similar words refer to this entire Agreement, including the Schedules and Exhibits hereto, and not to any particular provision thereof; (e) references to $ shall mean U.S. dollars; (f) the word including and words of similar import when used in this Agreement shall mean including without limitation, unless otherwise specified; (g) the word or shall not be exclusive; (h) references to written or in writing include in electronic form; (i) provisions shall apply, when appropriate, to successive events and transactions; (j) the Parties have each participated in the negotiation and drafting of this Agreement and if an ambiguity or question of interpretation should arise, this Agreement shall be construed as if drafted jointly by the Parties and no presumption or burden of proof shall arise favoring or burdening any Party by virtue of the authorship of any of the provisions in this Agreement; (k) references to any statute shall be deemed to refer to such statute as amended through the date hereof; (l) references to any Contract are to that Contract as amended, modified or supplemented from time to time in accordance with the terms hereof and thereof; (m) references to an Affiliate of a Party mean current and future Affiliates of such Party; (n) a reference to any Person includes such Person's successors and permitted assigns; (o) any reference to days shall mean calendar days, unless Business Days are expressly specified; and (p) when calculating the period of time before which, within which or following which any act is to be done or step taken pursuant to this Agreement, the date that is the reference date in calculating such period shall be excluded and if the last day of such period is not a Business Day, the period shall end on the next succeeding Business Day. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] [SIGNATURE PAGE FOLLOWS]

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IN WITNESS WHEREOF, this Agreement has been signed by or on behalf of each of the Parties as of the day first above written. UNITED TECHNOLOGIES CORPORATION By: /s/ Michael R. Dumais Name: Michael R. Dumais Title: Executive Vice President, Operations & Strategy OTIS WORLDWIDE CORPORATION

By: /s/ Michael P. Ryan Name: Michael P. Ryan Title: Vice President, Controller CARRIER GLOBAL CORPORATION By: /s/ Kyle Crockett Name: Kyle Crockett Title: Vice President, Controller

20 
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?

SOLUTION: Otis and Carrier, on behalf of themselves and the other members of, respectively, the Otis Group and the Carrier Group, agree and promise not to (a) challenge in any jurisdiction or venue the right or title of UTC or any other members of the UTC Group in and to any United Technologies Trademark, or the validity or enforceability of any United Technologies Trademark or any registration thereof, or (b) register or renew, attempt to register or renew, or assist a Person other than UTC or a member of the UTC Group in registering or renewing, any United Technologies Trademark.

PROBLEM: TAT-14 CABLE NETWORK

                     CONSTRUCTION AND MAINTENANCE AGREEMENT

                                [GRAPHIC OMITTED]

    Certified to be a true and complete copy of the original document in the

                           custody of Deutsche Telekom

- --------------------------------------------------------------------------------               Volkmar Rompke                         Carmen Bornefeld

       Deutsche Telekom AG, Friedrich-Ebert-Allee 140, 53113 Bonn, Germany

                               TABLE OF CONTENTS

1 DEFINITIONS                                                                  2

2 BASIC PRINCIPLES                                                             6

3 CONFIGURATION                                                                6

4 PROVISION OF SEGMENTS T AND S                                                8

5 OWNERSHIP OF SEGMENTS AND ADDITIONAL PROPERTY                                9

6 ESTABLISHMENT OF THE GENERAL COMMITTEE                                       9

7 ESTABLISHMENT OF MANAGING GROUP                                             11

8 PROCUREMENT GROUP; SUPPLY CONTRACT FOR SEGMENT S                            12

9 ACQUISITION AND USE OF CAPACITY                                             13

10 EQUIPAGE                                                                   15

11 INCREASE OR DECREASE OF DESIGN CAPACITY                                    15

12 OWNERSHIP PRICING                                                          16

13 DEFINITION OF CAPITAL COSTS OF SEGMENT S                                   16

14 ALLOCATION AND BILLING OF SEGMENT S CAPITAL COSTS                          17

15 TRANSIT FACILITIES TO EXTEND TAT-14 CAPACITY                               19    AND CONNECTION WITH INLAND SYSTEMS

16 OPERATION AND MAINTENANCE OF SEGMENTS T AND S                              20

17 OPERATION AND MAINTENANCE COSTS OF SEGMENTS     -ALLOCATION AND BILLING                                                   23

18 USE OF SEGMENTS Tl TO T7; COSTS, ALLOCATION AND    BILLING                                                                    23

19 KEEPING AND INSPECTION OF BOOKS                                            25

20 CURRENCY AND PLACE OF PAYMENT                                              26

21 DEFAULT OF PAYMENT                                                         27

22 LIABILITY                                                                  27

23 FORCE MAJEURE                                                              28

24 SETTLEMENT OF CLAIMS BY THE PARTIES                                        28

25 DURATION OF AGREEMENT AND REALIZATION OF ASSETS                            29

- -------------------------------------------------------------------------------- September 2, 1998                                                              i

26 RELATIONSHIP OF THE PARTIES                                                30





27 OBTAINING OF LICENSES                                                      30

28 PRIVILEGES FOR DOCUMENTS OR COMMUNICATIONS                                 30

29 CONFIDENTIALITY                                                            30

30 ASSIGNMENT OF RIGHTS AND OBLIGATIONS                                       31

31 WAIVER                                                                     32

32 COMMUNICATIONS                                                             32

33 PARAGRAPH HEADINGS, REFERENCES                                             32

34 SEVERABILITY                                                               33

35 EXECUTION OF AGREEMENT AND AMENDMENTS                                      33

36 INTERPRETATION OF THE AGREEMENT AND    SETTLEMENT OF DISPUTES                                                     33

37 SUCCESSORS BOUND                                                           34

38 ENTIRE AGREEMENT                                                           34

39 TESTIMONIUM                                                                35

- -------------------------------------------------------------------------------- September 2, 1998                                                             ii

                                    SCHEDULES

SCHEDULE A        PARTIES TO THE AGREEMENT

SCHEDULE B        VOTING INTERESTS, OWNERSHIP INTERESTS IN SEGMENT S                   AND ALLOCATION OF CAPITAL, OPERATING AND                   MAINTENANCE COSTS IN SEGMENTS T AND S

SCHEDULE C        SUMMARY OF ALLOCATED CAPACITY

SCHEDULE C-1      SUMMARY OF ALLOCATED CAPACITY AS ASSIGNED AT                   THE TIME OF C&MA SIGNING

                                 ANNEXES

ANNEX 1        TERMS OF REFERENCE FOR MANAGING GROUP

ANNEX 2        TERMS OF REFERENCE FOR THE PROCUREMENT GROUP

ANNEX 3        TERMS OF REFERENCE FOR THE AR&R SUBCOMMITTEE

ANNEX 4        TERMS OF REFERENCE FOR THE F&A SUBCOMMITTEE

ANNEX 5        TERMS OF REFERENCE FOR THE CENTRAL BILLING PARTY

ANNEX 6        TERMS OF REFERENCE FOR THE NETWORK ADMINISTRATOR

ANNEX 7        SOURCE OF FINANCIAL CHARGE RATES

ANNEX 8        INITIAL OWNERSHIP PRICING MATRIX

ANNEX 9        CAPACITY STRUCTURE

ANNEX 1O       ORGANIZATION STRUCTURE

ANNEX 11       CONFIGURATION DIAGRAM

- -------------------------------------------------------------------------------- September 2, 1998                                                            iii





                              TAT-14 CABLE NETWORK

                     CONSTRUCTION AND MAINTENANCE AGREEMENT

This  Agreement,  made  and  entered  into  this  2nd  day  of  September  1998, hereinafter  called the Effective Date,  between and among the Parties signatory hereto  (hereinafter  collectively  called  Parties  and  individually  called Party),  which Parties are identified in Schedule A attached hereto and made a part hereof,

WITNESSETH:

WHEREAS, telecommunication services are being provided between and among Europe,      and North America,  by means of submarine  cable and satellite  facilities;      and

WHEREAS, the Parties plan to supplement  such  facilities  with an optical fibre      submarine cable system called the TAT-14 Cable Network  (hereinafter called      TAT-14) which will be used to provide telecommunication  services between      points in or reached via the United States of America,  the United Kingdom,      France, The Netherlands, Germany, Denmark and points beyond; and

WHEREAS, a Memorandum  of  Understanding  was signed on the 27th of May 1997 and      amended on the 18th of November 1997 (First Supplementary  Agreement) and      amended on the 27th of January,  1998 (First Amendatory  Agreement),  and      amended on the 27th of January,  1998 (Second  Supplementary  Agreement),      and amended on the 28th of January, 1998 (Third Supplementary Agreement),      and amended on the 12th of May,  1998 (Fourth  Supplementary  Agreement),      and amended on the 12th of May, 1998 (Fifth Supplementary Agreement), and      amended  on  18th  of  June,   1998  (Sixth   Supplementary   Agreement),      collectively  hereinafter referred to as the MOU establishing a framework      of  organization  to be effective  prior to the signature of this Agreement      and to be superseded by it; and

WHEREAS, the parties to the MOU invited other  International  Telecommunications      Entities to become Parties to this Agreement; and

WHEREAS, the  Parties now desire to define the terms and  conditions  upon which      TAT-14 will be engineered,  provided, constructed,  operated and maintained      in a cost effective manner for the duration of this Agreement.

NOW, THEREFORE,  the Parties,  in  consideration  of the mutual covenants herein      expressed, covenant and agree with each other as follows:

- -------------------------------------------------------------------------------- September 2, 1998                                                         Page 1

1        DEFINITIONS

1.1      Definition of Terms

AFFILIATE

        A company in which not less than either ten percent (10%) or the highest         percentage  allowed by the local law,  whichever  is the lowest,  of its         voting  capital is owned  directly or indirectly by a Party or a company         owning  directly  or  indirectly  not less than  either ten (10%) or the         highest percentage allowed by the local law, whichever is the lowest, of         the voting capital of a Party.

AGENT

        An entity  acting on behalf of a Party or a  Purchaser  for  access to a         Terminal  Station which has an appropriate  license to provide  backhaul         and access in the respective Country.

BASIC SYSTEM MODULE (BSM)

        A Basic System Module of TAT-14 shall consist of a 155,520,000  bits per         second  digital line section with  interfaces in  accordance  with ITU-T         Recommendations  G.707  Network  Node  Interface  for  the  Synchronous         Digital  Hierarchy  Issue 1996  (STM-1).  A Basic  System  Module shall         contain 63 MIUs (Minimum Investment Units).





CABLE LANDING POINT

        Cable  Landing  Point shall be the beach joint at the  respective  cable         landing locations or mean low watermark of ordinary spring tides line if         there is no beach joint.

CABLE STATIONS

        The Cable  Stations are the  locations  where TAT-14 is  terminated  and         where access to other cable systems may be provided.

- -------------------------------------------------------------------------------- September 2, 1998                                                         Page 2

CAPACITY

       Capacity shall be categorized as follows:

       (i)   Design Capacity

             The design  ring  capacity  of  Segment S of  TAT-14,  which is 640              Gbit/s.

       (ii)  Allocated Capacity

             Number  of  Ring-MlUs  distributed  to  Parties,   based  on  their              financial commitments at the time of signing of this Agreement,  as              shown in Schedule C.

       (iii) Purchased Capacity

             Capacity  purchased  after signing of this  Agreement by a Purchase              Contract.

       (iv)  Sold Capacity

             The sum of the Allocated Capacity and the Purchased Capacity.

       (v) Common Reserve Capacity (CRC)

             The difference between the Design Capacity and the Sold Capacity.

COUNTRY

      Country as used in this Agreement shall mean country,  territory or place,       as  appropriate.  For the purposes of Paragraph 15 of this  Agreement  the       Country associated with Telia shall mean Denmark.

INTERNATIONAL TELECOMMUNICATIONS ENTITY (ITE)

      Any  entity  authorized  or  permitted  under  the laws of its  respective       Country,  or another  Country  in which it  operates,  to acquire  and use       international  transmission  facilities for the provision of international       telecommunications  services and which is in  possession  of any necessary       operating license to enable it to do so.

MAINTENANCE AUTHORITIES

      The Maintenance Authorities in TAT-14 shall be the Terminal Parties.

- -------------------------------------------------------------------------------- September 2, 1998                                                         Page 3





MINIMUM INVESTMENT UNIT (MIU)

      One Ring-MIU

MOU PARTIES

      The MOU Parties are AT&T,  BT, C&W, DTAG,  FT, KPN,  MCII,  PGE,  Sprint,       Swisscom, Telia.

PRIVATE AGREEMENT

      An agreement to make  capacity  available on  conditions  other than on an       ownership  basis from a Party to another  Party or to another  assignee of       capacity in possession of any and all requisite licenses for the provision       of international telecommunications.

PURCHASER

      An assignee of capacity,  including a Party,  obtaining TAT-14 capacity by       means of a Purchase  Contract and in  possession  of any and all requisite       licenses for the provision of international telecommunications.

PURCHASE CONTRACT

      A contract to make capacity  available  from the CRC on  conditions  other       than on an ownership basis.

READY FOR CUSTOMER SERVICE (RFCS) DATE

      The Ready for Customer Service Date (hereinafter called RFCS Date) shall       be  considered as the date at which the Parties agree to place TAT-14 into       operation  for  customer  service.  The RFCS Date is  planned  to be by 15       December 2000.

READY FOR PROVISIONAL ACCEPTANCE (RFPA) DATE

      The date on which Segment S of TAT-14 is accepted by the Procurement Group       on  behalf of the  Parties.  The Ready  for  Provisional  Acceptance  Date       (hereinafter called RFPA Date) is planned to be by 31 October 2000.

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RING

      An  electrical   and/or   optical  loop  that  provides  two   independent       bi-directional paths between two points for the same traffic.

RING-MIU

      A nominal 2 Mbps bearer,  and all the additional  overhead bits per second       recommended by ITU-T standards for multiplexing,  in a Ring  configuration       with the capability of bi-directional operation.

SUBSIDIARY

      A company  having at least the  majority  of its shares  owned  legally or       beneficially, directly or indirectly by its parent company.

SUPPLY CONTRACT

      The contract to be placed with the Supplier for the provision of Segment S       of TAT-14.





SYSTEM INTERFACE

      The  System  Interface  shall be the  nominal  155,520,000  bit/s  (STM-1)       digital  optical/electrical  input/output ports,  including STM-4, STM-16,       and/or  any  other  higher  level,  on  the  digital   distribution  frame       (including  the digital  distribution  frame  itself,  and any  additional       access  equipment  as shall be deemed  necessary  by the  Managing  Group,       including  any  crossconnect  equipment,  and  shall  be  regarded  as the       interface   location  where  TAT-14   connects  with  other   transmission       facilities or equipment.

TERMINAL PARTIES

      The Terminal Parties are AT&T, BT, Deutsche Telekom,  France Telecom, KPN,       Sprint, and Telia.

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1.2      Schedules and Annexes

         The Schedules and Annexes to this Agreement,  and any  supplementary or          amendatory  agreement thereto or any Schedules and Annexes  substituted          therefore,  shall form part of this Agreement,  and any Paragraph which          contains a  reference  to a Schedule  or Annex  shall be read as if the          Schedule  or Annex was set out at  length in the body of the  Paragraph          itself.  In the event that there is any conflict  between the terms and          conditions  of this  Agreement  and the  Schedules  and Annexes to this          Agreement, the terms and conditions of this Agreement shall prevail.

2        BASIC PRINCIPLES

2.1      Parties to this Agreement are ITEs and shall be entitled to participate          in the General Committee in accordance with Paragraph 6.

2.2      A Managing  Group shall be  established  for the purpose of supervising          TAT-14. The Managing Group will consist of one representative from each          of the MOU  Parties  and one  representative  from any  other  Party or          Parties who, individually or collectively, represent 10% or more of the          total voting interests specified in Schedule B. The Managing Group will          take all  decisions not reserved for the General  Committee,  which are          necessary to engineer,  provide,  install, bring into service,  operate          and maintain, administer, bill and market TAT-14.

2.3      The  acquisition  of capacity on an  ownership  basis is not  permitted          after the Effective  Date of this  Agreement,  at which time Schedule B          will be fixed.

3        CONFIGURATION

3.1      TAT-14  is  a  ring  system  comprising  two  transatlantic  links  and          terminals in the USA (two), the UK, France,  the  Netherlands,  Germany          and Denmark (as  referenced in Annex 11). The cable contains four fibre          pairs, each initially operating at 160 Gbit/s.

3.2      In  accordance  with  this  Agreement,  TAT-14  shall  be  regarded  as          consisting of the following Segments:

         Segment S: The submarine  portion of TAT-14 as defined in Subparagraphs          3.3 and 3.4 of this Agreement;

         Segment T1: The Sprint Cable Station at Manasquan in the United  States                      of America;

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         Segment T2: The AT&T Cable Station at Tuckerton in the United States of                      America,

         Segment T3: The BT Cable Station at Widemouth, the intermediate station                      at Pentewan  and the duct  between these  stations,  in the                      United Kingdom;

         Segment T4: The FT Cable Station at St. Valery-en-Caux in France;

         Segment T5: The KPN Cable Station at Katwijk in the Netherlands;

         Segment T6: The DTAG Cable Station at Norden in Germany;

         Segment T7: The Telia Cable Station at Blaabjerg in Denmark.

3.3      Segments T1 to T7 shall each consist of:

         (i)   an  appropriate  share of the land and buildings at the specified                locations for the cable landing,  the Cable Station and the cable                rights-of-way   and  ducts   between  a  Cable  Station  and  its                respective  Cable  Landing  Point,  and an  appropriate  share of                common  services and equipment  associated with and necessary for                Segment S;          (ii)  interface  equipment  in each of the  cable  stations  associated                solely and directly  with TAT-14 to operate and  interface at the                System Interface  operating point associated  solely with TAT-14;                and          (iii) an appropriate share of the test equipment (not solely associated                with TAT- 14).

3.4      Segment S shall consist of the following Subsegments:

         Subsegment S:  The submarine  cable  consisting  of  four  fibre  pairs                         between Manasquan and Tuckerton;

         Subsegment S2: The submarine  cable  consisting  of  four  fibre  pairs                         between Tuckerton and Widemouth;

         Subsegment S3: The submarine  cable  consisting  of  four  fibre  pairs                         between Widemouth and St Valery-en-Caux;

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         Subsegment S4: The submarine  cable  consisting  of  four  fibre  pairs                         between St Valery-en-Caux and Katwijk;

         Subsegment S5: The submarine  cable  consisting  of  four  fibre  pairs                         between Katwijk and Norden;

         Subsegment S6: The submarine  cable  consisting  of  four  fibre  pairs                         between Norden and Blaabjerg;

         Subsegment S7: The  submarine  cable  consisting  of  four  fibre pairs                         between Blaabjerg and Manasquan.

3.5      Segment S shall consist of the whole of the submarine cable between the          Cable Stations and shall include but shall not be limited to:

         (i)    all transmission  equipment,  System Interface equipment,  power                 feeding equipment and special test equipment directly associated                 with the  submersible  plant,  located in the  respective  Cable                 Station;,          (ii)   the power  equipment  provided wholly for use with the equipment                 listed in (i) above;          (iii)  the transmission cable equipped with appropriate amplifiers, and                 joint housings between the Cable Stations  including spare cable                 and spare amplifiers;          (iv)   the sea earth  cable  and  electrode  system  or the land  earth                 system,  or an appropriate  share thereof,  associated  with the                 terminal  power  feeding   equipment  in  the  respective  Cable





                Stations;          (v)    all  special  test  equipment,  system  supervisory  and control                 equipment solely associated with TAT-14;          (vi)   the  interconnection  equipment which shall be used to groom all                 payload  virtual  containers  transported by TAT-14 as required,                 however configured,  in order to meet the internal  connectivity                 requirements of TAT-14;

3.6      TAT-14 will operate as a SDH submarine  cable system in accordance with          ITU-T  Recommendations  G.707 Issue 1996  supporting  VC12, VC3 and VC4          paths and higher order paths as defined in the System Interface.

4        PROVISION OF SEGMENTS T AND S

4.1      Each of the Segments T1 to T7 shall be provided by the  Terminal  Party          owning that segment,  as shown in Subparagraph  5.1, in accordance with          the terms of Paragraph 18 of this Agreement. Segments T1 to T7 shall be          provided  in  sufficient  time  to  permit  TAT-14  to be  placed  into          operation by the RFPA Date.

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4.2      Segment S shall be provided  through a Supply  Contract to be placed by          the  Procurement  Group on behalf of the  Parties  in  accordance  with          Paragraph 8 of this Agreement.

5        OWNERSHIP OF SEGMENTS AND ADDITIONAL PROPERTY

5.1      Segments T1 to T7 of TAT-14 shall be owned as follows;

         (i)    Segment  T1 shall be owned by Sprint;  (ii)  Segment T2 shall be                 owned by AT&T;          (iii)  Segment T3 shall be owned by BT; (iv)  Segment T4 shall be owned                 by FT;  (v)  Segment T5 shall be owned by KPN;  (vi)  Segment T6                 shall be owned by DTAG;          (vii)  Segment T7 shall be owned by Telia.

5.2      Segment S shall be owned by the Parties in common and undivided  shares          in the  proportions set forth in Schedule B. Ownership of Segment S and          voting  interests,  as shown in Schedule B to this Agreement,  shall be          based upon the financial investment of each Party.

5.3      References to any Segment in this Agreement shall be deemed to include,          unless the context otherwise requires, additional property incorporated          therein by agreement of the Parties.  Each Segment shall be regarded as          including  its  related  spares  and  standby  units  and   components,          including,  but not limited to, submersible  amplifiers,  cable lengths          and terminal  equipment as necessary for the operational  capability of          TAT-14.

6        ESTABLISHMENT OF THE GENERAL COMMITTEE

6.1      For the purpose of monitoring the provision and continued  operation of          TAT-14,  of making key  decisions as specified in this  Agreement,  the          Parties  shall,  upon  the  signing  of this  Agreement,  form a TAT-14          General  Committee   (hereinafter   called  the  General   Committee)          consisting of one representative of each of the Parties.

 6.2      At each General Committee meeting a hosting Party for the next meeting           will be decided.  The hosting Party for each General Committee meeting           will provide the chairperson who will retain the coordination function           until the next meeting.

6.3      To aid the General  Committee in the performance of the duties assigned          to it,  pursuant  to this  Agreement,  and to  ensure  flexibility  and          efficiency  in  constructing,   operating,  maintaining  and  marketing          TAT-14, the General Committee immediately after signing this Agreement,          shall establish the Managing  Group,  as set forth in Subparagraph  2.2          and Paragraph 7. The General Committee shall also

- -------------------------------------------------------------------------------- September 2, 1998                                                        Pages 9





         be responsible for:

         (i)    the overall supervision of the project;          (ii)   approval of the initial budget for TAT-14;          (iii)  approval of the TAT-14 annual  report  submitted by the Managing                 Group;          (iv)   approval of the administrative budget of the Managing Group;          (iv)   reviewing  and  acting on any  other  reports  submitted  by the                 Managing Group; and          (v)    providing a forum for approval and  execution of any  amendments                 to the C&MA in accordance with Subparagraph 35.1.

6.4      During the project implementation,  the General Committee shall meet at          least once a year on the call of the chairperson.  After the RFCS Date,          the General Committee shall meet whenever requested by the chairperson.          Furthermore,  the General Committee shall meet whenever it is requested          by two or more Parties  collectively  representing  at least 5 % of the          total voting interests as specified in Schedule B.

6.5      In calling the General Committee  meetings,  the chairperson shall give          at least  forty-five (45) days' advance notice of each meeting together          with a copy of the draft  agenda.  In cases of  emergency,  such notice          period may be reduced if Parties  representing at least one-third (1/3)          of the total  voting  interests  as  specified  in  Schedule  B, are in          agreement.

6.6      All decisions made by the General  Committee  shall be subject,  in the          first place,  to  consultation  among the  Parties,  who shall make all          reasonable  efforts to reach  agreement  with  respect to matters to be          decided.  However,  in the  event  agreement  cannot  be  reached,  the          decision  shall be  carried  on the basis of a vote.  The vote shall be          carried by a majority (more than 50 %) of the total voting  interest as          specified in Schedule B, unless otherwise  stated in this Agreement.  A          member of the General Committee  representing more than one Party shall          separately cast the vote to which each Party he represents is entitled.

6.7      Decisions  required between scheduled  General  Committee  meetings may          also be reached by correspondence, provided :

         (i)    all Parties are  provided  with all the  necessary  and relevant                 information regarding the decision to be taken; and          (ii)   the  decision  taken is reduced to writing  and  approved by the                 required  majority of the total voting  interest as specified in                 Schedule B.

6.8      All decisions made by the General Committee shall be binding on all the          Parties.  No  decisions  of the General  Committee  shall  override any          provision of this Agreement.

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7        ESTABLISHMENT OF THE MANAGING GROUP

7.1      The  Managing  Group will consist of one  representative  from each MOU          Party  and one  representative  from any  other  Party or  Parties  who          individually or collectively represent 10 % or more of the total voting          interest as specified in Schedule B.

7.2      To aid the Managing Group in the  performance of the duties assigned to          it pursuant to this  Agreement,  the  following  bodies shall be formed          under the direction of the Managing Group:

         (i)    a Procurement Group;          (ii)   a Capacity  Assignment,  Routing  and  Restoration  Subcommittee                 (hereinafter called AR&R Subcommittee);          (iii)  a Financial and Administrative  Subcommittee (hereinafter called                 F&A Subcommittee);          (iv)   a Central Billing Party (hereinafter called CBP), and          (v)    a Network Administrator (hereinafter called NA).

         These  bodies  shall  be  responsible  for  their  respective  areas of          interest as listed in the  respective  Annexes 2 to 6 of this Agreement          and any other tasks  designated  by the  Managing  Group,  The Managing          Group  may also  appoint  other  groups  or  Subcommittees  to  address          specific  questions which may arise during the period this Agreement is          in force.

7.3      The  Managing  Group  shall act in the  interest  of the  TAT-14  Cable





         Network.  All decisions made by the Managing  Group, in accordance with          its Terms of  Reference  contained  in Annex 1, shall be binding on all          the Parties. No decisions of the Managing Group or its Subcommittees or          any other group  established  by the Managing  Group shall override any          provision of this Agreement.

7.4      The Subcommittees shall meet at least once annually after the Effective          Date of this Agreement and more frequently if necessary, until the RFCS          Date of TAT-14 and thereafter as may be  appropriate.  The  Chairperson          shall give reasonable  advance notice of each meeting,  together with a          copy of the draft agenda,  insofar as possible at least forty-five (45)          days prior to the date of the proposed meeting. The Chairperson of each          Subcommittee,  or a designated  representative,  may attend meetings of          the other Subcommittees in an advisory capacity as necessary.

7.5      After the RFCS Date of  TAT-14,  the  Managing  Group  shall  determine          whether any of its  Subcommittees  or any other group should  remain in          existence.  In the event that the Managing Group determines that any of          its  Subcommittees,  or any other group should not remain in existence,          the Managing Group has the right to determine,  in accordance  with its          Terms of Reference contained in Annex 1 of

- -------------------------------------------------------------------------------- September 2, 1998                                                       Page  11

         this Agreement,  the manner in which the  Subcommittee's,  or any other          group's responsibilities shall be reassigned.

8        PROCUREMENT GROUP; SUPPLY FOR SEGMENT S

8.1      The  Procurement  Group shall consist of AT&T,  BT, C&W, DTAG, FT, KPN,          MCII,  PGE,  Sprint and Telia.  This group shall act on a joint but not          several  basis on behalf  of the  Parties  to this  Agreement  and,  in          accordance  with its Terms of  Reference  contained  in Annex 2,  shall          negotiate the Supply Contract with the selected  supplier  (hereinafter          called the Supplier) to engineer,  provide and install or to cause to          be  engineered,  provided  and  installed  all of  Segment S of TAT-14,          except  for such  Segment S work as may be  performed  by the  Terminal          Parties or their subcontractors.

8.2      The Procurement  Group shall recommend a Supplier to the Managing Group          after  submission  and  evaluation  of  proposals   following  an  open          international  tender.  After Managing Group approval,  the Procurement          Group shall execute the Supply Contract.

8.3      The  Procurement  Group  shall  ensure  that the Supply  Contract  will          require the  Supplier  to  engineer,  provide and install  Segment S in          sufficient  time to permit  TAT-14 to be placed into  operation  by the          RFCS  Date.  Notwithstanding  that  certain  work of  Segment S will be          performed by the Terminal Parties or their  subcontractors,  the Supply          Contract  shall  require the Supplier to guarantee  that Segment S will          conform  to  the  technical  performance  requirements  for  TAT-14  as          specified in the Supply Contract.

8.4      The  Procurement  Group  shall  ensure that the Supply  Contract  shall          afford its designated  representatives  reasonable  rights of access to          examine,  test and inspect the submarine cable,  land cable,  submarine          cable and land cable  equipment,  material,  supplies and  installation          activities.  Such  representatives  shall  provide  reasonable  advance          notice  to  the  relevant  Terminal  Party  when  access  to any of the          Segments T1 to T7 is required.  The relevant  Terminal Party shall have          the  right  to  have  its  own  representatives   present  during  such          activities.

8.5      In the event that any portion of Segment S of TAT-14  fails to meet the          specifications  referenced  in the Supply  Contract for its  provision,          fails  to  provide  the  specified  capacity,  or  is  not  engineered,          provided, installed and ready in sufficient time to permit Segment S to          be  provisionally  accepted on or before the RFPA Date, the Procurement          Group shall take such action as may be necessary to exercise the rights          and remedies under the terms and conditions of the Supply Contract. The          Procurement  Group shall also take any other actions  directly  against          the  Supplier as may be  necessary  to  exercise  any or all rights and          remedies  available  under the  Supply  Contract.  Such  actions by the





         Procurement Group shall be subject to any direction deemed necessary by          the Managing Group.

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8.6      Neither  the  individual  members  of the  Procurement  Group,  nor the          Parties they represent, shall be liable to any other Party for any loss          or damage  sustained  by reason of a  Supplier's  failure to perform in          accordance with the terms and conditions of its Supply Contract,  or as          a result of Segment S of TAT-14 not meeting the RFPA Date as  specified          in the Supply  Contract,  or if TAT-14 does not  perform in  accordance          with the technical  specifications and other requirements of the Supply          Contract,  or TAT-14 is not  integrated or placed into  operation.  The          Parties  recognize  that the  Procurement  Group does not  guarantee or          warrant:

         (i)    the performance of the Supply Contract by the Supplier;          (ii)   the performance or reliability of Segment S; or          (iii)  that TAT-14 shall be integrated or placed into operation.

8.7      The Managing Group shall authorize the  Procurement  Group to implement          contract  variations  provided  that the  cumulative  total of all such          changes  to the  Supply  Contract  does not  increase  the value of the          Supply  Contract by more than $ 50M.  Any further  contract  variations          which  increase  the revised  budget  shall be submitted to the General          Committee for approval.

9        ACQUISITION AND USE OF CAPACITY

9.1      The Parties hereby acquire Allocated  Capacity in the form of Ring-MlUs          on an ownership basis as shown in Schedule C. After the signing of this          Agreement, capacity may only be acquired through a Purchase Contract or          through a Private Agreement, in accordance with this Paragraph 9.

9.2      An assignee of capacity under a Purchase  Contract or Private Agreement          must be  either  a Party  or an  entity  in  possession  of any and all          requisite licenses authorizing it to own, operate, acquire, sell and/or          use,  as  appropriate,  the  capacity  in TAT-14 for the  provision  of          international telecommunications.

9.3      The Parties and Purchasers  shall  designate the Cable Stations and the          amount of capacity to the NA that is planned to be  activated,  at some          period in advance of the date of the  activation,  Such period would be          determined by the Managing Group.

9.4      The assignment of each Party's Allocated Capacity to each Cable Station          at the time of the signing of this  Agreement is shown in Schedule C-1.          A Party or  Purchaser  may move any portion of its  capacity,  from one          Cable  Station,  to any other Cable  Station  without  any  increase in          investment.  A request for such a reassignment shall be notified to the          NA at some period in advance of the date of  reassignment,  such period          and  reassignment  shall be in accordance with procedures  developed by          the NA and approved by the Managing Group.

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9.5      The CRC of TAT-14 shall be owned by the Parties in common and undivided          shares.

9.6      The Managing Group shall  establish the terms and conditions  including          pricing  criteria  for  sales of  capacity  from the CRC.  The NA shall          develop  procedures  for sale of  capacity  from the CRC and a Purchase          Contract for approval by the Managing  Group.  Following such approval,          the NA shall be  authorized  to execute any such  Purchase  Contract on          behalf of all the Parties. No provisions of any Purchase Contract shall          override the provisions of this Agreement.  The Purchase Contract price          structure  may be reviewed  and amended if  necessary,  by the Managing          Group

9.7      Each Party shall be compensated  from the sale of capacity from the CRC





         under  conditions  set forth by the Managing  Group in accordance  with          Schedule C.

9.8      Any Party  shall be  entitled  to  transfer  any part of its  Allocated          Capacity  through  a  Private  Agreement.  No  provisions  of a Private          Agreement shall override the provisions of this Agreement.

9.9      Each Purchase Contract or Private Agreement shall

         (i)    contain at least the same  conditions on utilization of capacity                 as specified in Subparagraphs 9.16 and 9.17; and          (ii)   require that the entity  acquiring the capacity may only further                 transfer its capacity under the same conditions.

9.10     Notwithstanding  Subparagraph  2.3, at the  discretion  of the Managing          Group,  the  distribution of capacity from the CRC may be made on a pro          rata basis, in whole  Ring-MlUs,  in accordance with the percentages in          Schedule C.

9.11     No later than three years after the TAT-14 RFCS the remaining CRC shall          be  distributed  to the Parties on a pro rata basis in accordance  with          Schedule C. The Managing  Group will determine the process for the sale          of  capacity  of  those  Parties  that  do  not  need  their  pro  rata          distribution.

9.12     The  Managing  Group  may  authorize  the  utilization  of the  CRC for          restoration of other communications  systems based on appropriate terms          and conditions. Parties will be refunded in accordance with Schedule B.

9.13     The Managing  Group may study and  negotiate  the exchange or sale of a          portion of the CRC with other cable  systems on such basis as is deemed          mutually  beneficial to the Parties.  The terms and  conditions of such          exchange  or  sale  of  capacity  shall  be  approved  by  the  General          Committee.

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9.14     The  Managing  Group  may  authorize  occasional  use  of the  CRC,  if          available,    for   the    provision   of   temporary   or   occasional          telecommunications services, including but not limited to leases to any          Party or Purchaser and paid restoration of other systems,  on terms and          conditions  to be determined  by the Managing  Group.  The revenue from          such  occasional use shall be shared by the Parties in accordance  with          Schedule B

9.15     TAT-14 shall be capable of at least  supporting  payload paths of VC12,          VC3 and VC4.  The Parties  shall have the right to access such  payload          paths which shall  require 1, 21 and 63 contiguous  MIUs  respectively.          Each Party will also be permitted  to access its capacity  ownership on          defined SDH levels of its choice at a higher order in  accordance  with          the System Interface.

9.16     The  communications  capability of any capacity may be optimized by the          Parties or  Purchasers  to whom such capacity is assigned by the use of          equipment which will more efficiently use such capacity,  provided that          the use of such  equipment  does  not  cause  an  interruption  of,  or          interference  to the use of any other capacity in TAT-14 or prevent the          use  of  similar  equipment  by  other  Parties  or  Purchasers.   Such          equipment, if used, shall not constitute a part of TAT-14.

9.17     Data  streams  entering  into and being  transported  by TAT-14 must be          compliant with the ITU  Recommendation  G.707,  issue 1996, in order to          avoid any interruption,  degradation or any other adverse effect on the          performance  of TAT-14 or other  data  streams  in  TAT-14.  Each Party          agrees that all of its  capacity  will comply with this  obligation  in          respect of all  capacity  which is  assigned  to that  Party.  If after          notification by the Maintenance Authorities,  the Party responsible for          such  capacity  does not take  immediate  action to prevent any further          interruption,  degradation or other negative influence, the Maintenance          Authorities  may  take any  reasonable  action  to  protect  the  other          capacity  in  TAT-14  including  the   disconnection  of  the  capacity          responsible for such interruption, degradation or adverse effect.

10.      EQUIPAGE

         Unless otherwise  decided by the Managing Group,  TAT-14 shall be fully





         equipped for 640 Gb/s to the System Interface level at the RFPA Date.

11       INCREASE OR DECREASE OF DESIGN CAPACITY

11.1     The  Managing  Group  may  decide  to  increase  the  Design  Capacity.          Following  such  a  decision,  the  Managing  Group  shall  develop  an          implementation  plan  for  and  the  terms  and  conditions  of such an          increase.  The proposed  implementation  plan and terms and  conditions          shall be submitted to the General Committee for approval.

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11.2     If  subsequent  to the RFCS Date,  the  Design  Capacity  is  decreased          pursuant to the  agreement of the Managing  Group and such  decrease of          the Design Capacity affects neither the routing of circuits assigned in          TAT-14  nor the Sold  Capacity  of  TAT-14,  the  reduction  in  Design          Capacity will be subtracted  from the CRC as determined by the Managing          Group.

11.3     In the event that the capacity which TAT-14, or any Segment thereof, is          capable of providing is reduced below the capacity  required to support          the Sold  Capacity on its  existing or planned  routings as a result of          physical deterioration,  or for other reasons beyond the control of the          Parties,  the  Managing  Group shall  initiate a review of the capacity          routings in order to support the  rerouting of such Sold  Capacity.  If          necessary,  the Managing Group may further consider changes to capacity          assignments.

11.4     Financial  adjustments  shall be made among the Parties,  as necessary,          under  terms  and  conditions  recommended  by the  Managing  Group and          approved by the General Committee.

12       OWNERSHIP PRICING

12.1     The TAT-14 Initial Ownership Pricing Matrix is shown in Annex 8.

12.2     In the event that the final  cost of TAT-14 is lower  than the  initial          budget, each Party's investment shall be reduced on a pro-rata basis in          accordance  with Schedule B, with no change to its Allocated  Capacity.          If the final  cost of TAT-14 is higher  than the  initial  budget  each          Party's investment shall be increased on a pro-rata basis in accordance          with Schedule B. Schedule C shall not be affected.

13       DEFINITION OF CAPITAL COSTS OF SEGMENT S

13.1     Capital costs of Segment S, as used in this Agreement,  refers to costs          incurred in  engineering,  providing,  and  constructing  Segment S, or          causing it to be engineered, provided, and constructed, or in laying or          causing  to be  laid  cables,  amplifiers  and  joint  housings,  or in          installing or causing to be installed cable system equipment, and shall          include:

         (i)    the  costs  incurred  under  the  terms  of  the  TAT-14  MOU as                 identified in the TAT-14 budget;          (ii)   those costs payable to the Supplier  under the Supply  Contract,                 and

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         (iii)  other costs incurred under the direction of the Managing  Group,                 or the  Procurement  Group,  and those  capital  costs  directly                 incurred by the Terminal  Parties,  the CBP, the NA or any Party                 authorized  by the  Managing  Group,  which  shall  be fair  and                 reasonable in amount and not included in the Supply Contract and                 which have been directly and reasonably incurred for the purpose                 of,  or  to  be   properly   chargeable,   in  respect  of  such                 engineering, provision, construction, installation and laying of                 Segment S of  TAT-14.  Such  costs  shall  include,  but are not                 limited  to,  the  costs  of  engineering,   design,  materials,





                manufacturing, procurement and inspection, installation, removal                 (with appropriate  reduction for salvage),  cable ship and other                 ship costs,  route surveys,  burying,  testing  associated  with                 laying or installation, customs duties, taxes (except income tax                 imposed upon the net income of a Party),  appropriate  financial                 charges  attributable to other Parties' shares of costs incurred                 by the  Terminal  Parties or any other Party  authorized  by the                 Managing  Group,  at the  rate at  which  such  Party  generally                 incurred   such   financial   charges,   supervision,    billing                 activities, overheads and insurance or a reasonable allowance in                 lieu of insurance,  if such Party elects to carry a risk itself,                 being a risk against  which  insurance is usual or recognized or                 would have been  reasonable.  Such  costs  shall  include  costs                 incurred by the Parties in the holding of the Data Gathering and                 the General Committee  meetings but excluding  attendance by the                 Parties' representatives at such meetings. Such costs shall also                 include costs incurred by the Parties in holding the meetings of                 the Managing Group, the Procurement Group and its Working Groups                 and   the   preparation   and   attendance   by   the   Parties'                 representatives at such meetings.

13.2     Capital  costs shall  exclude  costs  incurred  by the Parties  holding          meetings  of the AR&R  Subcommittee  and F&A  Subcommittee  established          pursuant to Subparagraph 7.2 of this Agreement or the attendance by the          Parties' representatives at such meetings.

13.3     Any  amounts  received  by,  or  credited  to,  a Party or the CBP as a          consequence  of  letters of  guarantee,  liquidated  damages,  or other          similar  amounts  resulting  from the failure of the  Supplier to fully          perform  any  provision  of the Supply  Contract,  shall  accrue to the          benefit of all the Parties in accordance with Schedule B.

13.4     The cost of repair or replacement of any part of TAT-14 in the event of          damage or loss arising during construction, laying, burying, installing          and the bringing into operation of TAT-14,  which is attributable under          the Supply  Contract to the  Parties,  shall be regarded as part of the          capital costs for the purpose of Subparagraph  13.1. Any of the Parties          may at its own  expense  insure  against  such  risks so far as its own          share of costs is concerned. Should the Managing Group agree to jointly          insure against such risks, the cost of such insurance will form part of          the capital costs referred to in Subparagraph 13.1.

14       ALLOCATION AND BILLING OF SEGMENTS CAPITAL COSTS

14.1     The capital  costs of Segment S of TAT-14,  as defined in Paragraph 13,          including any additional  work or property  incorporated  subsequent to          the RFPA Date

- -------------------------------------------------------------------------------- September 2, 1998                                                        Page 17

         by  agreement  of the  Parties,  shall be borne by the  Parties  in the          proportions set forth in Schedule B.

14.2     The CBP will receive  invoices  from the Supplier for the costs due and          included in the Supply  Contract.  The Parties  shall  promptly  render          invoices to the CBP for the cost of items directly  incurred by them in          accordance with Subparagraph  13.1. The CBP shall promptly render bills          to each of the Parties for such Party's pro rata share of costs due and          included in the invoices it has received in accordance with Schedule B.          Such bills shall contain a reasonable  amount of detail to substantiate          them.  On the basis of such bills,  each Party shall pay to the CBP the          amount  owed  within  forty-five  (45)  days from the date the bill was          rendered by the CBP in the currency shown on the respective bill.

14.3     For the purpose of this Agreement, financial charges shall be computed,          as appropriate,  at a rate equal to the lowest publicly announced prime          rate  or  minimum  commercial  lending  rate,  however  described,  for          ninety-day  loans on the 1st working day of each month of the period to          be  considered  in the Country and in the currency in which the bill is          rendered.  With respect to the Parties  rendering  invoices  under this          Agreement,  Annex 7 specifies those rates. If the Managing Group should          authorize a Party in a Country other than those Parties listed in Annex          7 to render  invoices,  the Managing Group shall specify the applicable          rates.

14.4     For the  purposes of this  Agreement,  paid shall mean that the funds          are available for immediate use by the recipient.

14.5     Bills not paid when due shall accrue extended  payment charges from the





         day  following  the date on which  payment was due in  accordance  with          Subparagraph  14.2 until the day on which it is paid.  For the purposes          of this Agreement, extended payment charges shall be computed at a rate          equal to 150 % of the  appropriate  financial  charges as  indicated in          Subparagraph 14.3 on the day following the date payment of the bill was          due. In the event that applicable law allows the imposition of extended          payment  interest  charges only at a rate less than that established in          accordance with this Subparagraph, extended payment charges shall be at          the  highest  rate  permitted  by such  applicable  law.  In this case,          appropriate  documents to  demonstrate  the  applicability  of such law          shall be provided by the concerned Party.

14.6     Extended payment charges recovered by the CBP, in excess of the amounts          paid or due, excluding interest paid by whichever Party or Parties have          covered  the deficit in the  intervening  period,  shall  accrue to the          benefit of all the Parties in accordance with Schedule B.

14.7     Procedures for rendering  credits for refunds of appropriate  financial          charges and bills for extended payment charges will be developed by the          CBP in conjunction with the F&A Subcommittee.

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14.8     As soon as practicable  after the RFPA Date, the amount of each Party's          share of the costs of Segment S shall be computed by the CBP which will          make appropriate  adjustments and render any necessary bills or arrange          for any necessary refunds by way of final settlement in order that each          Party  may  bear its  appropriate  share of the  costs as  provided  in          Subparagraph 14.1.

14.9     A bill shall be deemed to have been accepted by the Party to whom it is          rendered if that Party does not present a written  objection to the CBP          on or before  fifteen  (15) days prior to the date when payment is due.          If such  objection  is made,  the  Parties  concerned  shall make every          reasonable effort to settle promptly the dispute concerning the bill in          question.  If the  objection is sustained and the billed Party has paid          the  disputed  bill,  the agreed  upon  overpayment  shall be  refunded          promptly to the objecting  Party by the billing Party together with any          financial charges calculated thereon at a rate determined in accordance          with  Subparagraph  14.3 of this  Agreement from the date of payment of          the  bill  to the  date on  which  the  refund  is  transmitted  to the          objecting Party. If the objection is not sustained and the billed Party          has not paid the disputed bill,  said Party will pay such bill promptly          together with any extended payment charges calculated thereon at a rate          determined in accordance with  Subparagraph 14.5 of this Agreement from          the day  following  the date on which payment of the bill was due until          paid.  Nothing in this  Subparagraph  shall relieve a Party from paying          those parts of a bill that are not in dispute.  The  provisions of this          Subparagraph  shall be  without  prejudice  to the  rights of any Party          pursuant to Paragraph 21 of this Agreement.

15       TRANSIT FACILITIES TO EXTEND TAT-14 CAPACITY AND CONNECTION WITH INLAND          SYSTEMS

15.1     The Terminal  Parties shall use all  reasonable  efforts to furnish and          maintain, or cause to be furnished and maintained, in working order for          the other Parties and for the Purchasers in TAT-14, for the duration of          this Agreement,  the necessary facilities in their respective Countries          as may be reasonably required for extending capacity in TAT-14 assigned          to  such   Parties  or   Purchasers   for  the   purpose  of   handling          communications  transiting  the  Country  involved.  No Party  shall be          required under this Agreement to furnish such transit facilities in its          Country to other Parties or Purchasers of its own Country.

15.2     Such facilities  referred to in Subparagraph 15.1 shall be suitable for          extending  capacity in TAT-14 and shall be furnished and  maintained on          terms  and  conditions  which  shall be no less  favorable  than  those          granted to other ITEs for  transmission  facilities of similar type and          quantity  transiting the Country.  Such terms and conditions  shall not          override  any  applicable  governmental  laws  and  regulations  in the          Country in which the facilities are located.

15.3     Each  Terminal  Party  shall  provide,  within the Country of its Cable          Station,  connection to TAT-14 at the SDH Interface  Equipment  levels,          VC12,  VC3 or VC4  levels,  to  Parties  and  Purchasers  on terms  and          conditions  to be agreed by the  Terminal  Party and the other Party or          Purchaser under a separate agreement.

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September 2, 1998                                                        Page 19

15.4     The Terminal  Parties shall, at its own expense,  on or before the RFPA          Date do or cause  to be  done,  all  such  acts  and  things  as may be          necessary  within  its  operating  territory  to provide  and  maintain          throughout the period of this Agreement suitable connection of capacity          in, or  connected  with  capacity  in TAT-14  with  appropriate  inland          communications facilities in its operating Country.

15.5     Upon  request,  each  Terminal  Party  in its  Country  shall  make all          reasonable efforts to provide to other Parties or Purchasers, or Agents          of the Parties or Purchasers from such Terminal Party's Country, access          to  TAT-14  in the  vicinity  of its  Cable  Station  (not  necessarily          co-located) at the level of a Basic System Module or multiples thereof,          given  that the  requesting  Party  or  Purchaser  has the  appropriate          capacity  assigned to it. Such facilities shall be provided in a timely          manner  and for the  duration  of this  Agreement  under  the terms and          conditions  to  be  negotiated   and  agreed  between  the  Parties  or          Purchasers concerned under a separate agreement.

15.6     As U.S. Terminal  Parties,  AT&T and SPRINT shall provide to other U.S.          Parties,  upon request,  suitable space and connection  with TAT-14 for          operating and technical control purposes relating to capacity assigned,          or to be assigned,  to them in TAT-14.  AT&T and SPRINT  shall  provide          such space in a building  separate,  but adjacent to its cable  station          and located on the land which forms a part of Segments T1 and T2. These          U.S.  Parties  shall have the right to provide  their own personnel and          equipment in such space.  Such U.S.  Parties shall  reimburse  AT&T and          SPRINT  for the  reasonable  costs  incurred  by  AT&T  and  SPRINT  in          providing  such space and  connection  pursuant to this  Paragraph  15,          including but not limited to, the costs of any additional building that          may be reasonably required

15.7     The Managing Group is responsible  for  determining and setting service          level objectives for access and activation  intervals  jointly with the          Terminal Parties.

16       OPERATION AND MAINTENANCE OF SEGMENTS T AND S

16.1     The  Terminal  Parties,  on behalf of the Parties and  Purchasers,  are          responsible for operation and maintenance as follows:

         (i)    Sprint shall be responsible for Segment T1;          (ii)   AT&T shall be responsible for Segment T2;          (iii)  BT shall be responsible for Segment T3;          (iv)   FT shall be responsible for Segment T4;          (v)    KPN shall be responsible for Segment T5;          (vi)   DTAG shall be responsible for Segment T6;          (vii)  Telia shall be responsible for Segment T7;

16.2     Each  Terminal  Party shall also be  responsible  for the operation and          maintenance  of that portion of Segment S beginning  at its  respective          Cable Landing Point and

- -------------------------------------------------------------------------------- September 2, 1998                                                        Page 20

         extending to its respective Segment T, on behalf of the Parties and the          Purchasers.

16.3     All Terminal Parties as the Maintenance  Authorities,  acting on behalf          of the Parties and  Purchasers,  shall be jointly  responsible  for the          operation  and  maintenance  of  Segment  S from the  respective  Cable          Landing  Points  and  extending  seaward,   and  shall  undertake  such          activities necessary for the continued operation of TAT-14.

16.4     Sixty (60) days before the RFPA Date the Maintenance  Authorities shall          submit for review by the Procurement Group and approval by the Managing          Group appropriate  practices and procedures for the continued operation          and  maintenance of Segment S. The Maintenance  Authorities  shall each          provide  information to the  Procurement  Group regarding the practices          and  procedures  for the continued  operation and  maintenance of their          respective  Segments.  The  Maintenance  Authorities  shall  also  each          develop  and  furnish  such  budgetary  estimates  of the  cost of such          operation  and   maintenance  of  TAT-14  as  the  Managing  Group  may          reasonably   request  and   provide   this   information   to  the  F&A          Subcommittee.  Following  the RFPA Date,  the  Maintenance  Authorities          shall each  provide  the  Managing  Group  with such  reports as it may





         reasonably require on the operation and maintenance of TAT-14 including          any proposals for planned  repair or  improvement  work,  together with          appropriately revised budgetary estimates relating to the operation and          maintenance  of  TAT-14  and  the  inclusion  of  TAT-14  in any  cable          maintenance agreements.  The Procurement Group may review and amend the          practices and procedures  for the operation and  maintenance of Segment          S, subject to the approval of the Managing  Group.  The Managing  Group          may revise the  allocation  of  responsibility  for the  operation  and          maintenance of Segment S.

16.5     The   Maintenance   Authorities,   individually   or   collectively  as          appropriate,  shall each use all  reasonable  efforts to  maintain,  or          cause to be  maintained,  economically  the  Segments for which each is          responsible,  in efficient  working order.  Each Maintenance  Authority          shall  discharge  its   responsibility  in  a  manner  consistent  with          applicable international submarine cable maintenance practices and with          an objective of achieving effective and timely repairs when necessary.

16.6     The  Maintenance  Authorities  shall  have  the  right  to  temporarily          de-activate  Segment S, or any part thereof,  in order to perform their          duties  as  Maintenance  Authorities.   Prior  to  such  de-activation,          reasonable notice shall be given to and coordination shall be made with          the other  Parties.  To the extent  possible,  sixty (60) days prior to          initiating  action,  the  Maintenance  Authority(ies)  shall advise the          other Parties in writing of the timing, scope, and costs of significant          planned  maintenance  operations,  of  significant  changes to existing          operation and maintenance methods, and of contractual  arrangements for          cable ships that will or may have a significant  impact on operation or          maintenance costs. Should one or more Parties representing at least 5 %          of the total  voting  interests  specified in Schedule B wish to review          such an  operation  or change  prior to its  occurrence,  such Party or          Parties  shall  notify the  Maintenance  Authorities  involved  and the          Managing  Group  chairperson in writing within thirty (30) days of such          advice.  Upon such  notification,  the  Managing  Group shall  initiate          action to convene an ad hoc meeting for such review.

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16.7     Each  Maintenance  Authority  shall  have  prompt  access to all system          maintenance  information,  necessary to the  performance of its duties,          appropriate to those parts of TAT-14 not covered by its authority.

16.8     No Party shall be liable to any other Party or  Purchaser  for any loss          or damage sustained by reason of any delay in provision,  failure in or          breakdown of the facilities  constituting TAT-14 or any interruption of          service,  whatsoever  shall be the cause of such failure,  breakdown or          interruption, and however long it shall last.

16.9     In the event of a failure or  breakdown of any of such  facilities,  if          the responsible Maintenance Authority fails to restore those facilities          to efficient working order and operation within a reasonable time after          having  been  called  upon  to do so by any  Party  or  Purchaser,  the          Managing  Group may, to the extent that it is practical to do so, place          or cause to be placed,  such facilities in efficient  working order and          operation and charge the Parties their proportionate shares of the cost          reasonably incurred in doing it.

16.10    Each Party, at its own expense,  and upon reasonable  advance notice to          the relevant Maintenance  Authorities,  shall have the right to inspect          from time to time the operation and  maintenance  of any part of TAT-14          and to obtain copies of the maintenance records. For this purpose, each          Maintenance  Authority  shall  retain  significant  records,  including          recorder charts,  for a period of not less than five (5) years from the          date of the record.  If these  records are destroyed at the end of this          period,  a summary of important items shall be retained for the life of          TAT-14.

16.11    Each Maintenance  Authority shall be authorized to pursue claims in its          own name, on behalf of the Parties,  in the event of any damage or loss          to TAT-14 and may file  appropriate  lawsuits or other  proceedings  on          behalf of the Parties.  Subject to obtaining the prior  concurrence  of          the Managing  Group,  a Maintenance  Authority may settle or compromise          any claims and execute releases and settlement  agreements on behalf of          the Parties as  necessary  to effect a settlement  or  compromise.  Any          money  ordered by the  tribunal or under a  settlement  approved by the          Managing  Group shall be shared  among all Parties in  accordance  with          Schedule B.

16.12    The Maintenance  Authorities shall be entitled to enter into agreements          in respect of the crossing of Segment S with undersea plant (including,          but not  limited  to,  pipelines)  with the owners of such  plant.  The          Maintenance  Authorities  may sign such agreements on behalf of all the          Parties  after  agreement by the Managing  Group and shall  provide the





         Parties with copies of such agreements on request.

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17       OPERATION AND MAINTENANCE COSTS OF SEGMENT S - ALLOCATION AND BILLING

17.1     The  operation and  maintenance  costs for Segment S shall be shared by          the Parties in the  relevant  proportions  specified in Schedule B. The          Managing  Group shall be  responsible  for  determining  the method and          procedure  for  the  charging  of  O&M  costs  to  Purchasers  and  the          distribution  of any credit to the Parties in accordance  with Schedule          B.

17.2     The operation and maintenance  costs to which  Subparagraph 17.1 refers          are the costs  reasonably  incurred in operating  and  maintaining  the          facilities  involved,  including,  but  not  limited  to,  the  cost of          attendance,  testing,  adjustments,  repairs (including repairs at sea)          and replacements,  cable ships (including standby costs), re-burial and          the replacement of plant, cable depots,  maintenance and repair devices          that are or may  hereafter  become  available,  customs  duties,  taxes          (except  income tax imposed upon the income of a Party) paid in respect          of such facilities,  billing activities,  appropriate financial charges          attributable   to  other  Parties'   shares  of  costs  incurred  by  a          Maintenance Authority at the rate at which the appropriate  Maintenance          Authority  generally  incurred  such  financial  charges,  supervision,          overheads  and costs and  expenses  reasonably  incurred  on account of          claims made by or against other  persons in respect of such  facilities          or any part thereof and damages or compensation  payable by the Parties          concerned  on account of such claims and costs for the  Managing  Group          and the NA costs, General Committee meeting costs, expenses and damages          or compensation  payable to the Parties on account of such claims shall          be shared by them in the same  proportions  as they share the operation          and  maintenance  costs of the  relevant  Segment S under  Subparagraph          17.1.

17.3     The Managing  Group may  authorize  the  provision of special tools and          test  equipment for use on board cable ships which are required for the          maintenance  and repair of TAT-14.  The related costs may include,  but          not be limited to, the costs, or an appropriate share thereof,  for the          provision, storage and maintenance of this equipment.

17.4     The Maintenance Authorities  individually,  the Terminal Parties or the          CBP, as  appropriate,  shall bill the Parties in  accordance  with this          Paragraph 17. Bills shall not be rendered more  frequently  than once a          quarter and shall be paid by the end of the month  following  the month          in which the bills were rendered.  The billing procedures  specified in          Subparagraphs  14.3,  14.4,  14.5,  and 14.9 shall be applicable to all          bills rendered pursuant to this Paragraph 17.

18       USE OF SEGMENTS T1 TO T7; COSTS, ALLOCATION AND BILLING

18.1     The owners of Segments T1 to T7, respectively,  as defined in Paragraph          5, hereby grant the Parties,  commencing on the RFPA Date or the date a          Party  places any of its  capacity  into  operation,  whichever  occurs          first, and continuing for the term of this Agreement,  the right to use          such  Segments  for the  purpose of using its  Allocated  Capacity  and          carrying on the related  activities,  in accordance with this Agreement          as provided in this Paragraph 18 at no additional cost unless

- -------------------------------------------------------------------------------- September 2, 1998                                                        Page 23

         otherwise  identified in this Paragraph 18 (hereinafter  referred to as          Cable Station Right of Use).





18.2     For the use of Segments T1 to T7, the  respective  Terminal Party shall          identify  the charge to cover  capital  costs and cost of  maintenance,          supervision and operation of that Segment.

18.3     The  Procurement  Group is responsible  for submitting all the detailed          costs of the  Cable  Stations  to the  Managing  Group for  review  and          approval.

18.4     The capital  costs  associated  with Segments T1 to T7 will be borne by          the Parties in accordance with Schedule B.

18.5     The operation and maintenance  costs  associated with Segments T1 to T7          will be  borne  by the  Parties  in  accordance  with  Schedule  B. The          Managing  Group shall be  responsible  for  determining  the method and          procedure  for  the  charging  of  O&M  costs  to  Purchasers  and  the          distribution  of any credit to the Parties in accordance  with Schedule          B.

18.6     In  determining  the  charge of the  Cable  Station  Right of Use,  the          Terminal  Parties  have taken into  account the  estimated  cost of the          provision and  construction of each of the Cable  Stations,  or causing          them to be provided and  constructed,  and  installing or causing to be          installed  Cable Station  equipment,  in accordance with the accounting          practices of each Terminal  Party.  This includes all such  expenditure          reasonably  incurred  and  includes but is not limited to, the purchase          costs of land,  building  costs,  access  road,  cable  rights  of way,          amounts  incurred  for  development,  engineering,  design,  materials,          manufacturing, procurement and inspection, installation, removing (with          appropriate   reduction   for   salvage),   testing   associated   with          installation, customs duties, taxes (except income tax imposed upon the          net income of a Party),  appropriate  financial  charges,  supervision,          overheads and insurance or a reasonable  allowance in lieu thereof,  or          losses  against  which  insurance  was not  provided,  or for  which an          allowance in lieu thereof was not provided. Such charges shall be borne          by the Parties in the proportions specified in Schedule B.

18.7     In determining the operation and maintenance  cost of the Cable Station          Right of Use, the Terminal  Parties shall take into account an estimate          of  costs   reasonably   incurred  in  operating  and  maintaining  the          facilities  involved,  including,  but  not  limited  to,  the  cost of          attendance,  testing,  adjustments,  repairs and replacements,  customs          duties,  taxes  (except  income tax as imposed upon the net income of a          Party)  paid  in  respect  of  such  facilities,   billing  activities,          administrative  costs,  appropriate  financial  charges,  and costs and          expenses  reasonably  incurred  on account of claims made by or against          other persons in respect of such  facilities  or any part thereof,  and          damages or  compensation  payable by the  Terminal  Party on account of          such claims, costs, expenses, damages, or compensation payable to or by          the Terminal Party on account of claims made against other persons.

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18.8     Where  the use of a Cable  Station  or of  certain  equipment  situated          therein, such as power supply or testing and maintenance equipment,  is          shared by TAT-14 and other  communications  systems terminating at that          Cable Station, the Cable Station Right of Use capital and operating and          maintenance  charges  shall  reflect the  pro-rata  share of the common          costs attributable to TAT-14.

18.9     If any of the Cable  Stations  are not  available  for the  landing and          termination of TAT-14 for any reason,  the relevant  Terminal Party, in          agreement with the other Parties,  shall take all necessary measures to          ensure that another suitable Cable Station will be available for TAT-14          on fair and equitable terms for the duration of this Agreement.

18.10    Nothing  contained  in this  Agreement  shall be  deemed to vest in any          Party, other than the owner of the relevant Segment, any salvage rights          in Segments T1 to T7 or in the respective Cable Station or in any Cable          Station substituted for any of them.

18.11    Payments due under this  Paragraph 18 shall be made in accordance  with          the following principles:

         (i)    On the RFPA Date, or as soon after as  practicable  but no later                 than one (1) year after RFPA,  the Terminal  Parties will submit                 invoices to the CBP for their capital cost of the Cable Stations                 Right of Use. In the event a Terminal  Party  incurs  additional                 capital  costs  related  to TAT-14  after the RFPA  Date,  these                 invoices  shall  also  be  submitted  to  the  CBP  as  soon  as                 practicable;





         (ii)   by the 1st of April of each  year,  the  Terminal  Parties  will                 submit  invoices to the CBP for their O&M charges  incurred  for                 the Cable Stations Right of Use for the previous calendar year;          (iii)  the  Parties  shall be  billed  individually  by the CBP for the                 Cable  Station  Right of Use  operation  and  maintenance  costs                 shared in the proportions specified in Schedule 13;          (iv)   the billed  Party shall pay such bills to the CBP, by the end of                 the month  following the month in which the bills were rendered.                 A bill shall be payable in the currency in which it is rendered;

         (v)    the Terminal Parties will be reimbursed by the CBP;

         (vi)   the billing  procedures  specified in Subparagraphs  14.3, 14.4,                 14.5,  and 14.9 of this  Agreement  shall be  applicable  to all                 bills rendered pursuant to this Paragraph 18.

18.12    Each  Terminal  Party agrees to grant a Cable  Station  Right of Use to          TAT-14 Purchasers  pursuant to the terms and conditions of the Purchase          Contract.

19       KEEPING AND INSPECTION OF BOOKS

19.1     For the items specified in the Supply Contract,  the Procurement  Group          shall ensure that the Supply Contract requires the Supplier to keep and          maintain such books, records, vouchers and accounts of all the incurred          costs with respect to

- -------------------------------------------------------------------------------- September 2, 1998                                                        Page 25

         the engineering,  provision and installation of facilities in Segment S          of TAT-14 for a period of five (5) years from the RFPA Date.

19.2     The Procurement  Group shall ensure that the Supply  Contract  requires          the Supplier to obtain from its  contractors  and  subcontractors  such          supporting  records  as are  specified  in  Subparagraph  19.1  of this          Agreement  and to maintain  such records for a period of five (5) years          from the RFPA Date.

19.3     The  Procurement  Group  shall  ensure that the Supply  Contract  shall          afford the  representatives  designated by the Managing Group the right          to review the books,  records,  vouchers  and  accounts  required to be          kept,  maintained and obtained pursuant to Subparagraphs  19.1 and 19.2          of this Agreement.

19.4     Each Terminal Party and any other Party having properly  incurred costs          for  implementation of TAT-14 as authorized by the Managing Group shall          each keep and maintain  such books,  records,  vouchers and accounts of          all Segment S costs as defined in  Paragraph 14 of this  Agreement  and          Segments T1 to T7 costs,  which they incur and are not  included in the          Supply  Contract  for a period of five (5) years  from the RFPA Date or          the date the work is completed, whichever is later.

19.5     The CBP shall keep and  maintain  such  books,  records,  vouchers  and          accounts with respect to its billing of costs  incurred by the Terminal          Parties and any other Party having incurred costs for implementation of          TAT-14 as authorized by the Managing Group and costs billable under the          Supply  Contract  for a period of five (5) years  from the RFPA Date or          the date on which the work is completed, whichever is later.

19.6     With  respect  to  operation  and  maintenance  costs of  Segment S and          Segments T1 to TT such books,  records,  vouchers and accounts of costs          as are  relevant  shall  be  kept  and  maintained  by the  Maintenance          Authorities  for a period of five (5) years  from the date on which the          corresponding bills were rendered to the Parties.

19.7     Any Party keeping and maintaining books, records, vouchers and accounts          of  costs  pursuant  to  Subparagraphs  19.4,  19.5  and  19.6  of this          Agreement  shall  afford the  Parties  the right to review at their own          expense  said  books,  records,  vouchers  and  accounts  of  costs  in          accordance   with  the  audit   procedures   established   by  the  F&A          Subcommittee.

20       CURRENCY AND PLACE OF PAYMENT

         Amounts due under this  Agreement  shall be payable in US dollars.  The          Managing Group may vary these procedures at its discretion. Bills shall          be payable to the designated office or account of the payee.

- -------------------------------------------------------------------------------- September 2, 1998                                                        Page 26





21       DEFAULT OF PAYMENT

21.1     If any Party fails to make any payment  required by this  Agreement  on          the date when it is due and such default  continues  for a period of at          least two (2) months  after the date when  payment  is due,  the CBP or          billing Party shall notify the billed Party in writing of its intent to          notify  the  Managing  Group of the status of the matter and to request          the  reclamation of capacity,  as provided for in this Paragraph 21, if          full  payment  is  not   received   within  four  (4)  months  of  such          notification  to the billed  Party.  If full  payment  is not  received          within such  specific  period,  the billing Party or CBP may notify the          Managing  Group  of the  status  of the  matter  and  request  that the          Managing  Group  reclaim  the  capacity  in  TAT-14   assigned  to  the          defaulting Party.

21.2     The  Managing  Group shall have the option of  reclaiming  the capacity          assigned  to a Party that is in default  with any  payment  required by          this  Agreement  or is in default  with any other  material  obligation          under this  Agreement,  if such default has existed for a period of six          (6)  months.   The  Managing  Group  shall  consider  any   extenuating          circumstances  not within the specific  control of the defaulting Party          and the  interests of any Party or Parties  that have jointly  assigned          capacity with the  defaulting  Party in  determining  whether or not to          reclaim  the  capacity  assigned  to such  defaulting  Party.  Prior to          reclaiming  the capacity  the  Managing  Group will notify the Party in          writing that it is in default and of the intent to reclaim the capacity          after one (1) month.  The Managing Group shall  determine  arrangements          for disposition of any reclaimed capacity.  The remaining Parties shall          not be  obliged  to make any  payment  to a  defaulting  Party  for the          reclaimed capacity.  Except for the rights and obligations as specified          in Paragraphs 25 and 29 the rights and obligations under this Agreement          of a defaulting  Party shall  terminate at the time the Managing  Group          reclaims all of the capacity previously assigned to a defaulting Party.          This Agreement shall be appropriately amended to reflect the default of          a Party and the  reallocation  of  interests  pursuant to  arrangements          determined by the Managing Group.

22       LIABILITY

22.1     No Party  excludes or  restricts  its  liability  for death or personal          injury  resulting  from its own  negligence.  Subject to the  preceding          sentence, no Party shall be liable to any other Party in contract, tort          or otherwise including any liability for negligence for any indirect or          consequential loss or damage including, without limitation,  corruption          or loss of data,  loss of profit,  loss of  anticipated  savings all in          connection with this Agreement,  caused by its own acts or those of any          of its auxiliaries, such as employees, servants or agents. Furthermore,          no Party  shall be  liable  to any  other  Party in  contract,  tort or          otherwise for any direct damage unless and to the extent it is based on          intent or gross negligence. In no event shall any employee,  servant or          agent of a Party be  liable to  another  Party  for any  negligence  or          intent in connection with this Agreement.

22.2     No Party  shall be liable to any other  Party for any matter  resulting          from planned interruptions of TAT-14 including but not limited to final          acceptance tests.

- -------------------------------------------------------------------------------- September 2, 1998                                                        Page 27

23       FORCE MAJEURE

         If any Party cannot fulfill its obligations in this Agreement due to an          event  beyond its  reasonable  control,  including,  but not limited to          flood,  exceptionally  severe  weather,  hurricane,   explosion,  civil          disorder,  war or military  operations,  national  or local  emergency,          action or inaction of government or other competent authority, it shall          not be liable to the other  Parties  for such  delay in  performing  or          failure to perform and shall give  notice to the other  Parties as soon          as reasonably practicable after the event has occurred.

24       SETTLEMENT OF CLAIMS BY THE PARTIES

24.1     Each Party shall indemnify and hold harmless the other Parties and each          of their  employees,  servants  and  agents to the  extent  hereinafter          agreed,  from  and  against  all  claims,   demands,   actions,  suits,          proceedings,  writs,  judgment,  orders and  decrees  brought,  made or          rendered  against them or any of them by third parties and all damages,          losses  and  expenses  suffered  or  incurred  by  them  or any of them          howsoever  arising  out of or  related  to any  respect  of  providing,          constructing and maintaining TAT-14.





24.2     If any Party is obliged by a final judgment of a competent  tribunal or          under a settlement  approved by the Managing  Group,  to discharge  any          claim,   including  all  reasonable   costs  and  expenses   associated          therewith,  resulting from the  implementation  of this Agreement,  the          Party which has  discharged the claim shall be entitled to receive from          the  other  Parties  reimbursement  in the  proportions  as set  out in          Schedule B.

24.3     If any claim is brought  against  one or more  Parties  it shall,  as a          condition of reimbursement under Subparagraph 24.2, give written notice          thereof  to the  Managing  Group as soon as  practicable  and shall not          admit liability nor settle,  adjust or compromise the claim without the          approval of the Managing Group.

24.4     Before any Party  brings a claim  against any third party in respect of          loss or damage to any part of TAT-14,  it shall first  consult with the          Managing Group and shall not settle,  adjust or compromise such a claim          without its  consent.  Any money  received by the  claimant  Party as a          result  of an  award by a  competent  tribunal  or  under a  settlement          approved by the Managing Group shall be shared among the Parties in the          proportions of their  respective  ownership  shares in accordance  with          Schedule B.

24.5     In the  case  where a claim  is  brought  against  one of the  Terminal          Parties,  in its  capacity  as a  Maintenance  Authority  for TAT-14 in          respect of a  sacrificed  anchor  and/or  loss of, or damage to fishing          gear,  then such  Terminal  Party may settle such a claim for an amount          not greater than $ 25,000 on each  occasion or such an amount as agreed          by the Managing Group from time to time, and obtain reimbursement under          Subparagraph 24.2.

- -------------------------------------------------------------------------------- September 2, 1998                                                        Page 28

25       DURATION OF AGREEMENT AND REALIZATION OF ASSETS

25.1     This Agreement  shall become  effective on the Effective Date and shall          continue in operation for at least a period of  twenty-five  (25) years          (hereinafter  called Initial Period) after the RFCS Date and shall be          terminable  thereafter by agreement of the Parties.  However, any Party          may terminate  its  participation  in this  Agreement at the end of the          Initial Period or at any time  thereafter by giving at least one year's          prior notice,  in writing,  to the other  remaining  Parties.  Upon the          effective  date  of  termination  of  participation  of  a  Party,  the          Schedules  of this  Agreement  shall  be  appropriately  modified.  The          remaining Parties shall assume the capital,  operation, and maintenance          interests of the Party  terminating its  participation in proportion to          their interests assigned  immediately  preceding such effective date of          termination,  except for the continuing  rights and  obligations of the          terminating Party as specified in Subparagraphs  25.4, 25.5 and of this          Agreement.  No credit  for  capital  costs will be made to a Party that          terminates its participation in accordance with this Subparagraph 25.1.          Termination of this Agreement or  termination of the  participation  of          any Party herein shall not terminate  Subparagraphs  25.4, 25.5 of this          Agreement or  prejudice  the  operation or effect  thereof or affect or          diminish any other right or obligation  of any Party hereto  accrued or          incurred prior to such termination.

25.2     This  Agreement may be terminated at any time during the Initial Period          by unanimous written agreement of the Parties.  If unanimous  agreement          cannot be reached  between all the Parties for the retirement of TAT-14          during its  intended  lifetime,  this  matter  will be  referred to the          General  Committee for resolution in accordance with  Subparagraph  6.6          but  in  this  case  requiring  a 85 %  majority  of the  total  voting          interests as specified in Schedule B.

25.3     If a Terminal  Party  terminates  its  participation  in this Agreement          after  the  Initial  Period,  pursuant  to  Subparagraph  25.1  of this          Agreement,  the Managing Group and said Terminal Party will negotiate a          reasonable  agreement  in order to ensure the  continuous  operation of          that Cable Station after the Initial Period.

25.4     The interests of a Party in Segment S which come to an end by reason of          the  termination  of its  participation  in this  Agreement,  or of the          termination of this Agreement,  shall be deemed to continue for as long          as is necessary for effectuating the purposes of Subparagraph 25.5.

25.5     Notwithstanding  Subparagraph  25.1 upon  termination of this Agreement          pursuant to this  Paragraph 25 the Parties  shall not be relieved  from          any liabilities, costs, damages or obligations which may arise pursuant          to  Paragraph  17 and/or in  connection  with  costs or claims  made by          persons with respect to TAT-14 or any part thereof,  or which may arise          in relation to TAT-14 due to any law,  order or regulation  made by any          government   or   international   legal   authority   pursuant  to  any          international  convention,  treaty or agreement.  Any such liabilities,          costs, damages or obligations shall be divided among the Parties in the





         proportions of their  respective  ownership  shares in accordance  with          Schedule B.

- -------------------------------------------------------------------------------- September 2, 1998                                                        Page 29

26       RELATIONSHIP OF THE PARTIES

         The relationship  between or among the Parties hereto shall not be that          of partners or joint  ventures and nothing  herein  contained  shall be          deemed to constitute a  partnership  between them. In relation to third          parties, the Parties will not act as partners,  or as any kind of joint          legal entity. Any co-operation among the Parties in Committees,  Groups          or  Subcommittees  is  only  to  facilitate  the  performance  of  this          Agreement.

27       OBTAINING OF LICENSES

27.1     The Parties  shall at all times hold the  governmental  and  regulatory          approvals  necessary to operate as an ITE.  The Parties  shall make all          reasonable  efforts to obtain the  appropriate  consents,  governmental          authorizations,  licenses  and  permits  necessary  to carry  out their          duties under this Agreement.

27.2     The  Terminal  Parties  will  use  all  reasonable  efforts,  in  their          respective  Country,  to obtain  and to have  continued  in effect  all          governmental approvals, consents, authorizations, licenses, and permits          for  the  construction  and  operation  of  TAT-14  in  the  respective          Countries.

27.3     In the event that any Terminal  Party fails,  or is likely to fail,  to          obtain such approvals, consents,  authorizations,  licenses or permits,          that Terminal Party shall give  immediate  notice to the Managing Group          for it to take appropriate action pursuant to this Agreement.

28       PRIVILEGES FOR DOCUMENTS OR COMMUNICATIONS

         Each Party hereto specifically  reserves, and is granted by each of the          other Parties,  in any action,  arbitration or other proceeding between          or among  the  Parties  or any of them in a  Country  other  than  that          Party's own Country,  the right of privilege,  in  accordance  with the          laws of that  Party's own  Country,  with  respect to any  documents or          communications  which are material and pertinent to the subject  matter          of the action,  arbitration or proceeding as respects  which  privilege          could be claimed or  asserted  by that Party in  accordance  with those          laws, and such privilege, whatever may be its nature and whenever it be          claimed  or  asserted,  shall be  allowed  to that Party as it would be          allowed if the action, arbitration or other proceeding had been brought          in a court of, or before an arbitrator in, the Party's own Country.

29       CONFIDENTIALITY

29.1     All data and  information  that is acquired or received by any Party in          anticipation of or under this Agreement shall be confidential and shall          not be divulged in any

- -------------------------------------------------------------------------------- September 2, 1998                                                        Page 30

         way to any third party, without the prior written approval of the other          Parties,  nor shall it be used for any purpose beyond the scope of this          Agreement. Any Party may, without such approval, disclose such data and          information to:

         (i)    the employees of that Party; or          (ii)   the extent  required by any applicable  laws, or the requirement                 of any recognized  stock  exchange in compliance  with its rules                 and  regulations  or in the  case if a party  wholly  owned by a                 sovereign  government,  by the rules of governance of the Party,                 or          (iii)  any   government   agency  or  regulatory   authority   lawfully                 requesting such information or to which such  information  needs                 to be  submitted  in order to obtain  any  necessary  consent or                 approval', or          (iv)   any Court of competent  jurisdiction  acting in pursuance of its                 powers; or





         (v)    professional  advisors,  auditors  and  bankers or any bona fide                 intending  assignee  upon  obtaining  a similar  undertaking  of                 confidentiality; or          (vi)   the  extent  that  such data  and/or  information  is  generally                 available to the public.

         Any Party may disclose such data and information to such persons as may          be necessary in  connection  with the conduct of  operations  of TAT-14          upon  obtaining  a similar  undertaking  of  confidentiality  from such          persons.

29.2     Each Party shall remain bound by the  provisions  of this  Paragraph 29          during  the period of this  Agreement  and for the period of five years          following termination of this Agreement.

30       ASSIGNMENT OF RIGHTS AND OBLIGATIONS

30.1     No Party may assign,  sell, transfer or dispose of part or parts of its          rights or obligations under this Agreement except as otherwise provided          for in Paragraph 9.

30.2     A Party may assign the whole of its rights  under this  Agreement  to a          successor  by  law,  Subsidiary  or  Affiliate  of  such  Party,  or  a          corporation or an entity  jointly  controlling or under the same common          control as such Party,  provided that the assigning  Party shall remain          jointly and severally  liable with the assignee for the  performance of          this  Agreement for the duration of the  Agreement.  The Managing Group          may  decide  that the  assigning  Party  will not  remain  jointly  and          severally  liable  with  the  assignee  for  the  performance  of  this          Agreement for the duration of the Agreement provided that the assigning          Party will give  notice to the other  Parties in a timely  manner,  and          provided  that  the  assignee  agrees  in  writing  to be  bound by the          provisions of this Agreement.

30.3     Except in accordance  with  Subparagraph  30.2, no Party may assign the          whole of its rights under this Agreement without the written consent of          all the other Parties, such consent shall not be unreasonably withheld.

- -------------------------------------------------------------------------------- September 2, 1998                                                        Page 3l

30.4     If a governmental or other regulatory  approval is required lawfully to          effect  the  proposed   assignment,   the  assigning   Party  shall  be          responsible,  at its  own  expense,  for  preparing  and  pursuing  the          application  for such  approval.  Such  approval  shall be  obtained in          advance  of  the  assignment   unless  the  relevant   governmental  or          regulatory  authority  has  formally  indicated  in  writing  that  the          transfer may proceed in advance of the receipt of the formal approval.

30.5     In each such case of  assignment  written  notice shall be given to the          other Parties in a timely manner by the Party making said assignment.

31       WAIVER

         Silence,  lateness to invoke or the waiver by any Party of a breach of,          or a default  under,  any of the provisions of this  Agreement,  or the          failure of any Party, on one or more  occasions,  to enforce any of the          provisions  of this  Agreement  or to exercise  any right or  privilege          hereunder,  shall  not  thereafter  be  construed  as a  waiver  of any          subsequent breach or default of a similar nature, or as a waiver of any          such provision, right, or privilege hereunder.

32       COMMUNICATIONS

         Any notice under this Agreement shall be delivered by hand, first class          mail with postage  prepaid,  facsimile or e-mail and shall be deemed to          have been given:

         (i)    when  delivered if delivered by hand,  facsimile or e-mail (with                 receipt acknowledged); or;          (ii)   at the  expiration  of ten (10) days (or thirty (30) days,  if a                 notice  of  termination  of this  Agreement)  from  the  date of                 dispatch if delivered by mail.

33       PARAGRAPH HEADINGS, REFERENCES

         Headings  are inserted  for  convenience  only and shall not affect the          interpretation of this Agreement,  References to recitals, clauses, and          attachments  are to  recitals  and  clauses  of and  Schedules  to this





         Agreement.  Unless the context otherwise requires,  words importing the          singular  number  shall  include the plural and vice versa.  Unless the          context  otherwise   requires,   references  to  a  person  include  an          individual,  firm, body, corporation,  unincorporated association,  and          government or  governmental,  semi-governmental  or local  authority or          agency. Reference to the male shall include the female.

- -------------------------------------------------------------------------------- September 2, 1998                                                        Page 32

34       SEVERABILITY

         If any of  the  provisions  of  this  Agreement  shall  be  invalid  or          unenforceable, such invalidity or unenforceability shall not invalidate          or render  unenforceable  the entire  Agreement,  but rather the entire          Agreement  shall  be  construed  as if not  containing  the  particular          invalid or  unenforceable  provision or provisions,  and the rights and          obligations of the Parties shall be construed and enforced accordingly.

35       EXECUTION OF AGREEMENT AND AMENDMENTS

35.1     Except for  revisions to the relevant  Schedules,  in  accordance  with          Paragraphs  9,  11 and 21 of this  Agreement,  the  provisions  of this          Agreement may be amended or supplemented  only by unanimous  consent of          all the Parties to this Agreement through an Amendatory Agreement. Such          an  Amendatory   Agreement   shall  be  signed  by  a  duly  authorized          representative  of each and every Party or by certain Parties on behalf          of all the Parties, as decided by the General Committee.

35.2     This Agreement and any Amendatory  Agreement  thereof shall be executed          in three  counterparts in English.  The NA, one Eastern  Terminal Party          and one Western Terminal Party shall receive originals. The NA shall be          the official custodian of the Agreement and shall accord access to such          Agreement and any Amendatory  Agreement.  The Parties to this Agreement          shall be  provided a certified  photocopy  of any  counterpart  and any          revised Schedules.

35.3     For revision to the relevant  Schedules,  in accordance with Paragraphs          9, 11 and 21 of this Agreement, the agreement in writing of the Parties          having  their  ownership   percentages   increased  or  their  capacity          assignment changed will be required to formalize the revised Schedules,          which will be considered as part of this Agreement, in substitution for          the preceding version of those Schedules.

36       INTERPRETATION OF THE AGREEMENT AND SETTLEMENT OF DISPUTES

36.1     The  construction,  interpretation  and  performance  of this Agreement          shall be governed by the laws of Switzerland,  except for its conflicts          of law principles.

36.2     Any dispute relating to this Agreement or its subject matter, including          disputes as to validity,  performance,  breach,  or termination,  which          cannot be settled by mutual  agreement  between the  Parties,  shall be          submitted to binding  arbitration  under the Rules of Conciliation  and          Arbitration of the International Chamber of Commerce as in force on the          date of the  commencement  of the  arbitration  and as modified by this          arbitration  clause. The appointing and administering body shall be the          International Chamber of Commerce.  There shall be only one arbitrator.          The  arbitration  shall  take  place in  Geneva,  Switzerland,  and the          proceedings shall be conducted in the English language. The award shall          be final and binding and the Parties hereby waive all means of recourse          to the courts of

- -------------------------------------------------------------------------------- September 2, 1998                                                        Page 33



         Switzerland or any other Country.  Jucgment on the award may be entered          in any court of competent Jurisdiction.

37       SUCCESSORS BOUND

         This Agreement  shall be binding on the Parties,  their  successors and          permitted assigns.





38       ENTIRE AGREEMENT

38.1     This  Agreement  represents  the  entire  understanding  and  agreement          between the Parties in relation to the matters  dealt with herein,  and          supersedes all previous representations, understandings and agreements,          whether oral or written, relating thereto.

38.2     It includes  the  following  documents  which are  attached  hereto and          incorporated herein by reference

                                    SCHEDULES

SCHEDULE A     PARTIES TO THE AGREEMENT

SCHEDULE B     VOTING INTERESTS, OWNERSHIP  INTERESTS IN SEGMENTS AND ALLOCATION                OF CAPITAL, OPERATING AND MAINTENANCE COSTS IN SEGMENTS S AND T.

SCHEDULE C     SUMMARY OF ALLOCATED CAPACITY

SCHEDULE C-1   SUMMARY OF ALLOCATED  CAPACITY  AS  ASSIGNED  AT THE TIME OF C&MA                SIGNING

                                     ANNEXES

ANNEX 1     TERMS OF REFERENCE FOR MANAGING GROUP

ANNEX 2     TERMS OF REFERENCE FOR THE PROCUREMENT GROUP

ANNEX 3     TERMS OF REFERENCE FOR THE AR&R SUBCOMMITTEE

ANNEX 4     TERMS OF REFERENCE FOR THE F&A SUBCOMMITTEE

- -------------------------------------------------------------------------------- September 2, 1998                                                        Paqe 34

ANNEX 5     TERMS OF REFERENCE FOR THE CENTRAL BILLING PARTY

ANNEX 6     TERMS OF REFERENCE FOR THE NETWORK ADMINISTRATOR

ANNEX 7     SOURCE OF FINANCIAL CHARGE RATES

ANNEX 8     INITIAL OWNERSHIP PRICING MATRIX

ANNEX 9     CAPACITY STRUCTURE

ANNEX 10    ORGANIZATION STRUCTURE

ANNEX 11    CONFIGURATION DIAGRAM

39       TESTIMONIUM

IN WITNESS  WHEREOF the Parties  have  severally  subscribed  these  presents or caused  them to be  subscribed  in  their  names  and on their  behalf  by their respective officers thereunto duly authorized.

     For and on behalf of      ABS Telecom plc

     ---------------------------

     For and on behalf of      AT&T Corp.

     ---------------------------

     For and on behalf of





     BARAK I.T.C

     ---------------------------

- -------------------------------------------------------------------------------- September 2, 1998                                                        Page 35

     For and on behalf of      BC TEL

     ---------------------------

     For and on behalf of      Belgacom S.A.

     ---------------------------

     For and on behalf of      BellSouth International, Inc.

     ---------------------------

     For and on behalf of      British Telecommunications pIc

     ---------------------------

     For and on behalf of      Cable & Wireless Global Network Organisation Limited

     ---------------------------

- -------------------------------------------------------------------------------- September  2, 1998                                                       Paqe 36

     For and on behalf of      Cable & Wireless, Inc.

     ---------------------------

     For and on behalf of      Carrier 1 AG

     ---------------------------

     For and on behalf of      COMPANHIA PORTUGUESA RADIO MARCONI, SA.

     ---------------------------





     For and on behalf of      Com Tech International Corporation

     ---------------------------

     For and on behalf of      CYPRUS TELECOMMUNICATIONS AUTHORITY

     ---------------------------

- -------------------------------------------------------------------------------- September 2, 1998                                                        Page 37

     For and on behalf of      Deutsche Telekom AG

     ---------------------------

     For and on behalf of      Energis Communications Limited

     ---------------------------

     For and on behalf of      Emirates Telecommunications Corporation - ETISALAT

     ---------------------------

     For and on behalf of      France Telecom

     ---------------------------

     For and on behalf of      GTE Intelligent Network Services Incorporated

     ---------------------------

- -------------------------------------------------------------------------------- September 2, 1998                                                         Page38

     For and on behalf of      Hellenic Telecommunications Organisation S.A.

     ---------------------------

     For and on behalf of IXC Communications, Inc.      For and on behalf of

     ---------------------------





     IXNET Limited

     ---------------------------

     For and on behalf of      Japan Telecom Co., Ltd.

     ---------------------------

     For and on behalf of      Kokusai Denshin Denwa Americas Inc.

     ---------------------------

- -------------------------------------------------------------------------------- September 2, 1998                                                        Page 39

     For and on behalf of      KPN Telecom B.V

     ---------------------------

     For and on behalf of      MCI International Inc.

     ---------------------------

     For and on behalf of      NTT Worldwide Network Corporation

     ---------------------------

     For and on behalf of      OY FINNET International AB

     ---------------------------

     For and on behalf of      Pacific Gateway Exchange

     ---------------------------

- -------------------------------------------------------------------------------- September 2, 1998                                                        Page 40

     For and on behalf of      Pacific Gateway Exchange Inc.

     ---------------------------





- -------------------------------------------------------------------------------- September 2, 1998                                                       Page 40a

     For and on behalf of      Rostelecom

     ---------------------------

     For and on behalf of      RSL Communications Limited

     ---------------------------

     For and on behalf of      Singapore Telecommunications Limited

     ---------------------------

     For and on behalf of      Slovenske Telecomunicatie s.e.

     ---------------------------

     For and on behalf of      Sonera Ltd.

     ---------------------------

- -------------------------------------------------------------------------------- September 2, 1998                                                        Page 41

     For and on behalf of      Sprint Communications Company L.P.

     ---------------------------

     For and on behalf of      STAR Telecommunications Inc.

     ---------------------------

     For and on behalf of      StarHub

     ---------------------------





     For and on behalf of      STARTEC GLOBAL COMMUNICATIONS CORPORATION

     ---------------------------

     For and on behalf of      Swisscom Ltd

     ---------------------------

- -------------------------------------------------------------------------------- September 2, 1998                                                        Page 42

     For and on behalf of      Swisscom North America Inc.

     ---------------------------

     For and on behalf of      Tele 2 AB

     ---------------------------

     For and on behalf of      TeleBermuda International Limited

     ---------------------------

     For and on behalf of      Tele Danmark A/S

     ---------------------------

     For and on behalf of      Telef6nica de Espana, S.A.

     ---------------------------

- -------------------------------------------------------------------------------- September 2, 1998                                                        Page 43

     For and on behalf of      Teleglobe USA

     ---------------------------

     For and on behalf of      Telenor Global Services AS

     ---------------------------





     For and on behalf of      Telesur

     ---------------------------

     For and on behalf of      TELIA AB (publ)

     ---------------------------

     For and on behalf of      Telia North America Inc.

     ---------------------------

- -------------------------------------------------------------------------------- September 2, 1998                                                        Page 44

     For and on behalf of      Transoceanic Communications Incorporated

     ---------------------------

     For and on behalf of      Turk Telekomunikasyon A.S.

     ---------------------------

     For and on behalf of      Ultrallne (Bermuda) Limited

     ---------------------------

     For and on behalf of      VIATEL

     ---------------------------

     For and on behalf of      Videsh Sanchar Nigam Limited

     ---------------------------

- -------------------------------------------------------------------------------- September 2, 1998                                                        Page 45 
Question: Highlight the parts (if any) of this contract related to Insurance that should be reviewed by a lawyer. Details: Is there a requirement for insurance that must be maintained by one party for the benefit of the counterparty?

SOLUTION: Should the Managing Group agree to jointly          insure against such risks, the cost of such insurance will form part of          the capital costs referred to in Subparagraph 13.1.

PROBLEM: EXHIBIT 10.6

                                  EXHIBIT 10.06

                          WATCHGUARD TECHNOLOGIES, INC.                               DISTRIBUTOR AGREEMENT

This Agreement is made and entered into effective as of November 5, 1997 (the effective Date), by and between WatchGuard Technologies, Inc., a Delaware corporation (WGT), and European Micro (Distributor). WGT and Distributor agree as follows:

Section 1. Definitions

Add-On Software Modules means those computer software programs that (a) provide additional functionality and may be integrated with the existing Hardware and other Software, (b) may be legally exported to the Territory without any export license and (c) WGT elects to include in Exhibit A at a mutually agreed discount percentage.

Distributor Cost means the purchase price payable by Distributor for each Product at the discount from WGT's then current WatchGuard Price List, as such discount is set forth in Exhibit A.

Documentation means any and all manuals, user guides, end-user license agreement, limited hardware warranty, on-line help files, on-line menus and other in program printed text regarding the Product prepared by or for WGT in connection with the Product.

Gross Purchases means the gross purchase price Distributor pays WGT for the Product, excluding any taxes or pass through charges and net of any credits or returns.

Guaranteed Minimum Purchases means the guaranteed minimum purchase amounts set forth in Exhibit A.

Hardware means the hardware identified on Exhibit A, together with any Updates to such hardware. WGT reserves the right to add to or delete hardware from Exhibit A and to modify the hardware during the Term.

Product means the combination of Hardware, Software and Documentation together as part of the same product package (including any Add-On Software Modules and any Updates thereto), in all cases carrying the WatchGuard Trademark.

Quarter means any period of three (3) consecutive calendar months that begins on January 1, April 1, July 1 or October 1, during the Term.

Software means the computer programs identified on Exhibit A, in object code only, together with any Updates to such programs. WGT reserves the right to add or delete Software from Exhibit A and to modify the Software during the Term.

Term means the period of time determined in accordance with Section 5.

Territory means the geographic area described in Exhibit A.

Trademarks means the trademarks and trade names of WGT identified in Exhibit A.

Update means any minor modification, minor upgrade or minor enhancement of the Product (excluding any new version of the Product) that WGT publishes and elects to make available to Distributor via BBS, FTP site or other reasonable means. WGT is not obligated to make or release any update.

Section 2. Relationship of the Parties

2.1  Appointment. Subject to and in accordance with the provisions of this      Agreement, WGT hereby appoints Distributor, and Distributor hereby accepts      WGT's appointment, as a nonexclusive distributor of the Product to      resellers in the Territory during the Term, as long as Distributor makes      the Guaranteed Minimum Purchases pursuant to Section 4.

2.2  License Grant. Subject to the terms and conditions of this Agreement, WGT      grants to Distributor a nontransferable license to do the following in the      Territory during the Term:

(a)  market and distribute the Product to resellers;

(b)  demonstrate the Product to potential resellers;

(c)  use the Product internally for the sole purpose of providing this product      support specified in paragraph 4.1(c);

(d)  use and display the Trademarks in connection with marketing and      distributing the Product in the Territory pursuant to paragraphs (a) and      (b) above.

2.3  No Exclusivity. Distributor's appointment and the rights granted hereunder      are nonexclusive. WGT may, at its sole option, appoint other distributors      of the Product in the Territory at any time during the Term and expressly      reserves the right to license the Product directly or indirectly to





     end-users, third party original equipment manufacturers or other hardware      bundlers, value-added resellers or other resellers for sublicense or resale      in the Territory.

Section 3. Compensation

3.1  Support services. As full compensation for the support services described      in Exhibit C and provided during the Term, Distributor will pay WGT the      Support Fee set forth in Exhibit A. Payment of the Support Fee is due and      payable upon execution of this Agreement by wire transfer of immediately      payable funds to the bank and account set forth in paragraph 3.4, and then      annually by invoice from WGT on the anniversary of the execution of the      Agreement.

                                       2

3.2  Price. Distributor will pay WGT for each Product Distributor orders an      amount equal to WGT's then current WatchGuard Price List in effect on the      date of receipt by WGT of Distributor's order, subject to the applicable      discount set forth in Exhibit A. WGT may, from time to time, change its      WatchGuard Price List, provided that any such change will not be effective      under this Agreement unless and until the expiration of forty-five (45)      days after WGT gives Distributor written notices of the change.

3.3  Guaranteed Minimum Purchases. During the Term, Distributor will make Gross      Purchases in an amount at least equal to the cumulative Guaranteed Minimum      Purchase amounts through committed orders placed pursuant to paragraph 3.5      and calling for shipment on or before the dates set forth in Exhibit A.

3.4  Invoices. WGT will issue invoices for the Products ordered by Distributor      and all other amounts payable to WGT under this Agreement. Distributor will      pay WGT the full amount invoiced within thirty (30) days after the date of      WGT's invoice, unless provided otherwise on the applicable invoice, in the      lawful money of the United States of America to WGT by wire transfer of      immediately available funds to WGT's bank account number 1141139, at the      Commerce Bank of Washington, 601 Union Street, Suite 3600, Seattle, WA      98101, ABA routing number 125008013.

3.5  Orders. Distributor will place orders for the Product from WGT by      completing, signing and submitting to WGT a written order for the same, in      a form acceptable to WGT, via facsimile, mail or other means. Distributor      shall submit such order at least thirty (30) days in advance of the      delivery date set forth in each order. All orders will be subject to      acceptance by WGT through written acceptance or shipment of the Product      subject to the order.

Section 4. General Obligations of the Parties.

4.1  Obligations of Distributor. Distributor will use its best efforts      aggressively to develop sales of the Product in the Territory. In      furtherance thereof, Distributor will:

(a)  keep on hand a reasonable inventory of the Product sufficient to allow for      prompt delivery of the Product to resellers;

(b)  establish a program to market the Product, including, but not limited to,      participating regularly in local and regional trade shows, conventions or      like events in the Territory, and conducting regular local promotional and      other marketing efforts for the Product;

(c)  provide quality product support to resellers, including, but not limited      to, providing appropriate installation and application advice and prompt      follow-up service and advice to resellers of the Product upon request;

 (d) provide a support center to resellers, including, but not limited to, a      hotline service to answer reseller questions and to receive and track      complaints and any reports of claimed errors in the Product;

                                       3

(e)  provide quality product technical and sales training to resellers;

(f)  respond promptly to sales leads or referrals furnished by WGT or by other      distributors or dealers of WGT;

(g)  have a designated number of employees attend such technical and sales      training programs as set forth in Exhibit C;

(h)  maintain and furnish periodically, as WGT may reasonably request, complete      and accurate records of each sale or other distribution of each Product      sold or distributed by Distributor (e.g., showing the date of sale, Zip      code of the customer, the Product serial number and the applicable Product      license key(s)) under this Agreement;

(i)  promptly advise WGT of each complaint that Distributor may receive or      becomes aware of concerning the Product or any portion thereof (including,      but not limited to, warranty claims). Distributor will promptly investigate      all such complaints and will give immediate attention to and use its best      efforts to promptly, courteously and equitably respond to, adjust and      settle (without incurring any obligation or liability on behalf of WGT) all





     complaints received by Distributor from any customer, potential customer or      anyone else arising out of or in connection with Distributor's sale of any      Product, or the performance of any services. In handling any complaints,      Distributor will use its best efforts to maintain and promote good public      relations for WGT;

(j)  secure and maintain, in the name of WGT, any and all registrations,      permits, licenses, approvals and other governmental actions required to      import, handle, market, sell, demonstrate, use and distribute the Product      in the Territory, provide to WGT quarterly progress reports on such action,      and provide WGT copies of all registrations, permits, licenses, approvals,      certificates, correspondence and other documentation related to such      action;

(k)  hire, train, coordinate and maintain a qualified staff of sufficient size      and with a level and mix of capabilities as are reasonably necessary to      accomplish the goals contemplated under this Agreement;

(l)  avoid deceptive, misleading or unethical conduct which are or might be      detrimental to WGT or its Product, and refrain from making any      representation, warranty or guarantee to any reseller with respect to      specifications, features or capabilities of the Product that is      inconsistent with the literature distributed by WGT or this Agreement;

(m)  conduct its business in a manner under its own control, provided that      Distributor will at all times comply with all applicable laws and      regulations and will not engage in, or permit its employees or agents to      engage in, any activities or practices which could reflect negatively upon      the reputation or prospects of WGT or the Product or expose WGT to any      liability of any nature whatsoever; and

4.2 Obligations of WGT, WGT will:

                                       4

(a)  provide Distributor with sixty (60) days advance notice in the event that      it discontinues production of any Product;

(b)  provide Distributor with the training and product support services      described in Exhibit C; and

(c)  furnish Distributor with such demonstration Product, promotional      literature, data, information and other items as WGT deems appropriate for      Distributor's promotion, marketing and sale of the Product. WGT will use      such items only for the purpose of performing its obligations under this      Agreement.

4.3  Forecasts. Distributor's forecast of Product purchases for the Term is set      forth on Exhibit D. At least fifteen (15) days before the beginning of each      Quarter during the Term, Distributor will furnish WGT with a rolling      revised forecast of Product orders for the remainder of the Term.

Section 5. Term and Termination.

5.1  Term. The Term will commence on the Effective Date of this Agreement and      will remain in effect, unless sooner terminated under paragraphs 5.2, 5.3,      or 5.4, until the termination date specified in Exhibit A.

The Term will automatically renew for successive additional periods of one (1) year each, provided that: (a) Distributor has made all Guaranteed Minimum Purchases and has complied with the marketing requirements under paragraph 4.1(b); (b) the parties have agreed in writing upon the Guaranteed Minimum Purchase amounts and Product price discounts for the next subsequent one (1) year renewal period; (c) neither party provided the other party with notice of such party's intention not to renew this Agreement at least thirty (30) days prior to any year's Expiration Date; and (d) neither party provided the other party with such notice as may be required pursuant to paragraphs 5.2, 5.3 or 5.4.

5.2  Termination by WGT. Upon the occurrence of any of the following, WGT may      terminate the Term by giving Distributor written notice of such termination      for:

(a)  any failure of Distributor to comply with the marketing requirements under      paragraph 4.1(b);

(b)  any material change in the general management, ownership or control of      Distributor, including without limitation the sale, transfer or      relinquishment by Distributor of any substantial interest in the ownership      of the business to be carried on by Distributor under this Agreement,      unless such change is approved in advance and in writing by an officer of      WGT;

(c)  any assignment or attempted assignment of this Agreement by Distributor      without the prior written consent of WGT;

(d)  any solicitation by Distributor for the sale of the Product to resellers      located outside the Territory;

                                       5





(e)  the insolvency of Distributor, the filing of a petition in bankruptcy by or      against Distributor, the appointment of a receiver for Distributor or      Distributor's property, the execution of an assignment by Distributor of      all or substantially all of its assets for the benefit of its creditors, or      the conviction of Distributor or any principal or manager of Distributor      for any crime tending to adversely affect the ownership or operation of      Distributor's business;

(f)  any failure by Distributor to perform any of its other obligations under      this Agreement where such failure continues for thirty (30) days after      written notice thereof by WGT to Distributor; or

(g)  WGT giving Distributor ninety (90) days' advance written notice of      termination at any time after the expiration of the Initial Term.

5.3  Failure to Make Guaranteed Minimum Purchases. Upon any failure by      Distributor to make Gross Purchases in sufficient amounts to meet or exceed      the applicable cumulative Guaranteed Minimum Purchases, WGT may, at its      sole option and effective upon notice to Distributor, terminate this      Agreement. Distributor shall pay WGT fifty percent (50%) of the unpaid      balance of cumulative Guaranteed Minimum Purchase amounts as liquidated      damages. The parties acknowledge and agree that it would be difficult or      impossible to calculate WGT's actual damages arising from Distributor's      failure to timely pay all of the Guaranteed Minimum Purchases. Therefore,      the parties have agreed upon the above payment of liquidated damages in      lieu of WGT's claim for actual damages from such breach.

5.4  Termination by Distributor. Upon the occurrence of any of the following,      Distributor may terminate the Term by giving WGT written notice of such      termination;

(a)  the insolvency of WGT, the filing of a petition by or against WGT, the      appointment of a receiver for WGT or WGT's property, or the execution of an      assignment by WGT of all or substantially all of its assets for the benefit      of its creditors;

(b)  any failure by WGT to perform any of its obligations under this Agreement      where such failure continues for thirty (30) days after written notice      thereof by Distributor to WGT; or

(c)  for convenience whether or not extended beyond the Initial Term, provided      Distributor gives WGT thirty (30) days' advance written notice and, within      such thirty (30) day period, Distributor pays to WGT a lump-sum payment      equal to fifty (50%) of the unpaid balance of cumulative Guaranteed Minimum      Purchase amounts.

5.5  Effect of Termination. Any termination pursuant to paragraphs 5.2, 5.3, or      5.4 will be without prejudice to any other right or remedy afforded to      either party under this Agreement or any applicable law (e.g., in the case      of any breach or default by the other party), and will not affect any      rights or obligations which have arisen prior to the date of such      termination. In the event of termination, Distributor will:

                                       6

(a)  immediately cease to demonstrate, market, sublicense and distribute the      Product in the Territory;

(b)  cease use of all Trademarks of WGT;

(c)  return to WGT within twenty (20) days following the expiration or      termination of the Term, any and all (i) demonstration Product provided to      Distributor; (ii) Products not already paid for in full by Distributor; and      (iii) promotional literature, data, information and other items received by      Distributor under this Agreement; and

(d)  furnish WGT with such information relating to the marketing, sale or      distribution of the Product in the Territory as WGT may reasonably request      (including, but not limited to, information as to calls or the status of      any negotiations for the sale of the Product, or any sales or service      records).

Upon the expiration or termination of the Term, the license granted under Section 2 of this Agreement will terminate. Any end-user licenses of the Software granted under the terms of this Agreement will survive the end of the Term in accordance with the terms of the applicable end-user license agreement.

5.6  Acknowledgment. Any expiration or termination of the Term will be final and      absolute. Except as expressly set forth in paragraphs 5.3 and 5.5(c),      Distributor waives any right, either express or implied by applicable law      or otherwise, to the renewal of this Agreement or to any damages or      compensation for any expiration or termination of the Term in accordance      with this Section 5. Each of the parties have considered the possibility of      such expiration or termination and the possibility of loss and damage      resulting therefrom in making expenditures pursuant to the performance of      this Agreement. It is the express intent and agreement of the parties that      neither will be liable to the other for damages, except as expressly set      forth in paragraphs 5.3 and 5.5(c), or otherwise by reason of the      expiration or termination of the Term as provided for herein.

6.0  Force Majeure. Neither party will be liable for, or be considered to be in      breach of or default under this Agreement on account of, any delay or





     failure to perform as required by this Agreement (other than for payment      under Section 3), as a result of any cause or condition beyond such party's      reasonable control.

7.0  Entire Agreement. This Agreement is subject to the provisions of WGT's      Standard Distributor Terms attached hereto as Exhibit B and by this      reference incorporated into and as part of this Agreement. This Agreement      is also subject to any additional terms or licenses executed by WGT and      Distributor and attached as Exhibits, including any Special Terms and      Conditions specified in Exhibit A. This Agreement sets forth the entire      agreement, and supersedes any and all prior agreements, among the parties      related to the Product. WGT will not be bound by, and specifically objects      to, any term, condition, or other provision that is different from or in      addition to the provisions of this Agreement (whether or not it would      materially alter this Agreement) and that is proffered by Distributor or      otherwise appears in any order, receipt, acceptance, confirmation,      correspondence, or otherwise, unless WGT specifically agrees to such      provision in a written instrument signed by WGT. No

                                       7

     modifications of any of the provisions of this Agreement will be valid      unless set forth in a written instrument signed by both parties. Any remedy      by WGT set forth in this Agreement is in addition to any other remedy      afforded to WGT under any other contract, by law, or otherwise.

IN WITNESS THEREOF, the parties have executed this Agreement as of the date first above written.

Distributor:                               WatchGuard Technologies, Inc.

By: /s/ LAURENCE GILBERT                   By: /s/ WATCHGUARD    -------------------------                  ------------------------------

Title: MANAGING DIRECTOR                   Title: VP/SALES

Date Signed: NOVEMBER 5, 1997              Date Signed: NOVEMBER 3, 1997

Address:  20/24 Church Street              Required Signature:           Altrincham, Cheshire           WA14 4DW, ENGLAND                By:                                                 -------------------------------                                            Title: Executive Vice-President Sales

                                           Date Signed:                                                          ---------------------

                                           Address:  316 Occidental Avenue South                                                      Suite 300                                                      Seattle, Washington  98104

                                       8

                    FULL SERVICE MASTER DISTRIBUTOR SCHEDULE                                     EXHIBIT A

PRODUCTS:

Distributor will be entitled to order the following products (which includes hardware and software) at the following discounts of WGT's then current WatchGuard Price List:

- -------------------------------------------------------------------------------                                                        DISCOUNT FROM WGT'S                                  PRODUCT                  THEN CURRENT                                                       WATCHGUARD PRICE LIST - ------------------------------------------------------------------------------- WatchGuard Security System                             40% plus additional                                                        10% on the remaining                                                  undiscounted amount, i.e., 46%

- ------------------------------------------------------------------------------

EXCHANGE FEE:                                      $10 per CD SUPPORT FEE:                                       $25,000 per year

                                                                  CUMULATIVE                                                                   GUARANTEED                                                                     MINIMUM                                                                    PURCHASES                               DATE OF ORDER                     (U.S. DOLLARS) - -------------------------------------------------- --------------------------- Upon contract signing                              $100,000.00 1st subsequent Quarter-end, Sept. 30, 1997         $100,000.00 2nd subsequent Quarter-end, Dec. 31, 1997          $167,000.00 3rd subsequent Quarter-end, Mar. 31, 1997          $234,000.00 4th subsequent Quarter-end, Jun 30, 1997           $300,000.00





TERMINATION DATE:                                           September 30, 1997 TRADEMARKS:

/bullet/  WatchGuard(TM)

/bullet/  WatchGuard(TM) Technologies

/bullet/  WatchGuard(TM) SchoolMate

/bullet/  Firebox(TM)

TERRITORY:

/bullet/  Europe

SPECIAL TERMS AND CONDITIONS

                                       9

These Special Terms and Conditions are part of the Distributor Agreement between WatchGuard Technologies, Inc. (WGT) and Distributor (collectively, the Agreement). Terms that are defined in the Distributor Agreement will have the same meaning when used in these Special Terms and Conditions.

Section A.1 By joint agreement between WGT and Distributor, Distributor may engage in end user sales in the Territory.

If it is agreed that Distributor may engage in end user sales, Distributor may distribute, license and sell up to 20% of the Product purchased from WGT directly to end-users in the Territory. Further, Distributor agrees that high end-users satisfaction is a condition of its continued authorization by WGT. To ensure high end-user satisfaction, Distributor shall: (a) provide quality first level support to its end-user customers; (b) promptly report to WGT all suspected and actual problems with any WGT product; (c) assist WGT in tracing WGT Products to particular end users to distribute critical WGT Product information, locate WGT Products for safety reasons, or to be discover unauthorized marketing or infringing acts; (d) avoid deceptive, misleading or unethical conduct which are or might be detrimental to WGT or its WGT product; and (e) refrain from marking any representation, warranty or guarantee to end users with respect to the specifications, features or capabilities of the WGT Product that is inconsistent with the literature distributed by WGT or this Agreement.

Section A.2 Distributor is legally organized under the jurisdiction of a country belonging to the European Union.

If Distributor is organized under the jurisdiction of the country belonging to the European Union, the following clause is hereby appended to Section 1(c) of the Standard Distributor Terms:

         PROVIDED HOWEVER, the foregoing restriction is not intended to          preclude Distributor from fulfilling, and Distributor may fulfill,          unsolicited orders for Product received from outside the Territory but          within the European Union (and Distributor shall provide WGT written          notice of any such Sales);

Section A.3 As a Full Service Master Distributor, Distributor agrees to sign up a minimum of 10 new WatchGuard resellers in the Territory within the Initial Term of the Agreement.

- -------------------------------------------- --------------------------------- Distributor:                                 WatchGuard Technologies, Inc.:

By:  /s/ LAURENCE GILBERT                    By:  /s/ WATCHGUARD      --------------------------                   ----------------------------- Title: MANAGING DIRECTOR                     Title: SENIOR VICE PRESIDENT/SALES                                                      Date Signed:  NOVEMBER 5, 1997               Date Signed:  NOVEMBER 3, 1997  -------------------------------------------- ---------------------------------

                                       10

                           STANDARD DISTRIBUTOR TERMS                                     EXHIBIT B

These Standard Distributor Terms are part of the Distributor Agreement between WatchGuard Technologies, Inc. (WGT) and Distributor (collectively, the Agreement). Terms that are defined in the Distributor Agreement will have the same meaning when used in these Standard Distributor Terms.

 1.  Reservation of Rights. The Software is licensed, not sold, to Distributor.      PARAGRAPH 2.2 LICENSE GRANT of the Distributor Agreement sets forth the      entirety of Distributor's rights to use, market, distribute, demonstrate      and otherwise deal with the Product. All rights in and to the Product not      expressly granted to Distributor under this Agreement are hereby expressly      reserved to WGT without restriction. Without limiting the generality of the      foregoing, Distributor will comply with the following:

(a)  Distributor will distribute the Product to resellers only pursuant to a      reseller agreement that substantially conforms to the term of this





     Agreement;

(b)  Distributor will not market, demonstrate or distribute the Product outside      the Territory and Distributor will not supply the Product to any reseller      that Distributor knows or has reason to know (i) intends to distribute the      Product outside the Territory or (ii) intends to use or install the Product      outside the Territory;

(c)  Distributor will market, sell and distribute the Product only in its      original, unopened package as received from WGT under the terms of the      end-user license agreement and limited hardware warranty, as applicable,      originally included in the Product package;

(d)  Distributor will not modify or make copies of the Product or translate or      port the Software into any other computer or human language;

(e)  Distributor will not disassemble, reverse engineer, decompile or repackage      all or any component of the Product or otherwise attempt to discover any      portion of the source code or trade secrets related to the Product;

(f)  Distributor will not remove, alter, distort, cover or modify any notice of      copyright, trademark or other proprietary right appearing in or on any item      included with the Product or its packaging; and

(g)  Distributor will not register, attempt to register or assist anyone else to      register, directly or indirectly, the Trademarks or any copyright or other      proprietary rights associated with the Product in the Territory or      elsewhere other than in the name of WGT, without WGT's prior written      consent.

2.   Protection Against Unauthorized Use. Distributor will promptly notify WGT      of any unauthorized use of the Product or the Trademarks which comes to      Distributor's attention. In

                                       11

     the event of any such unauthorized use by Distributor's employees, agents      or representatives, Distributor will use its best efforts to terminate such      unauthorized use and to retrieve any copy of the Product in the possession      or control of the person or entity engaging in such unauthorized use.      Distributor will immediately notify WGT of any legal proceeding initiated      by Distributor in connection with such unauthorized use. WGT may, at its      option and expense, participate in any proceeding and, in such event,      Distributor will provide such authority, information and assistance related      to such proceeding as WGT may reasonably request to protect WGT's      interests.

3.   Use of Trademarks. WGT reserves all rights in and to the Trademarks and all      other trademarks and trade names used by WGT in connection with the      Products, but WGT grants to Distributor the nonexclusive right to use and      display the Trademarks during the Term to promote and identify the Product      in the Territory in connection with this Agreement. Distributor will comply      with the trademark guidelines and procedures established by WGT in      Distributor's use of the Trademarks including without limitation use of the      trademark and copyright symbols as specified by WGT from time to time. When      using the Trademarks, Distributor will include a statement acknowledging      that the Trademarks are owned by WGT. Distributor hereby acknowledges that      the goodwill associated with its use of the Trademarks inures solely and      exclusively to WGT and that Distributor does not acquire any rights in the      Trademarks as a result of such use. Distributor will not use the Trademarks      or any confusingly similar name, marks, logos, designs or artwork as part      of Distributor's name, trade name, trademark or artwork without WGT's prior      written consent.

 4.  Independent Contractor. Distributor is an independent contractor, not an      employee, agent or franchisee of WGT. Distributor will not represent or      hold itself out as an employee, agent or franchisee of WGT. Distributor      does not have any authority to, and will not, create or assume any license,      warranty or other obligation, express or implied, on behalf of WGT. This      Agreement will not be interpreted or construed as creating or evidencing      any association, joint venture or partnership between the parties or as      imposing any partnership or franchisor obligation or liability on either      party.

 5.  Delivery. WGT will deliver all Products ordered by Distributor F.O.B.      carrier at WGT's shipping location as determined by WGT from time to time,      on or before the delivery date set forth in each accepted order.      Distributor will pay or reimburse WGT for all shipping charges, premiums      for freight insurance, inspection fees, duties, import and export fees,      assessments, transportation and other costs incurred by WGT to transport      the Product to the shipping destination.

 6.  Resale. Distributor represents that all Products acquired under this      Agreement are acquired solely for demonstration, licensing or sale (as      applicable) and distribution to resellers or end-users in the Territory      without intervening use by Distributor. Distributor acknowledges that the      prices set forth in this Agreement have been established in reliance upon      such representation and that different prices may apply to any Products      acquired for any other purpose. Upon WGT's request, Distributor will      furnish WGT evidence of such resale (including but not limited to      satisfactory evidence of exemption from retail sales, use or similar taxes      that may otherwise apply to transactions under this Agreement).





                                       12

7.   Software Update Exchange. Once each Quarter during the Term of this      Agreement, Distributor shall have the right to exchange any prior version      of the Software then in Distributor's inventory for an equivalent quantity      of Software containing Updates, subject to Distributor paying WGT an      Exchange Fee set forth in Exhibit A, for each copy of the Software      exchanged hereunder. WGT will invoice Distributor for and Distributor shall      pay all Exchange Fees as provided in Exhibit A. WGT will deliver all such      exchanged Software Updates in accordance with paragraph 5. Distributor      shall return to WGT the copies of the prior versions of the Software      exchanged under this paragraph 7 at Distributor's expense.

8.   Records; Audit. During the Term and for twenty-four (24) months thereafter,      Distributor will keep and maintain accurate accounts and records regarding      the Products sold and Product license keys delivered to resellers and      end-users under this Agreement. Upon WGT's request, Distributor will      provide access to such records for examination, reproduction, and audit by      WGT or its representatives. Any such audit will be conducted at such times      and in such a manner so as not to unreasonably interfere with Distributor's      normal operations. If any such audit discloses that Distributor is      deficient in its compliance with the terms and conditions of this      Agreement, Distributor will immediately pay to WGT any deficiency, plus      interest at the rate of one and one-half percent (1.5%) per month running      from the date originally due until the date paid. Acceptance of any payment      by WGT will be without prejudice to WGT's rights to an audit under this      paragraph 8 or any other rights or remedies afforded to WGT under any other      provision of this Agreement or applicable law.

9.   Taxes. The Guaranteed Minimum Purchases and other amounts specified in this      Agreement do not include sales, use or value added taxes, customs fees,      duties or other governmental taxes or charges. Distributor will pay all      such taxes and charges. In the event Distributor is required under any      applicable law to withhold any taxes or duties from the amounts specified      under this Agreement, payment of the amounts specified under this Agreement      will be net of such withholding taxes or duties. Distributor will pay the      amount of all such withholding taxes and duties and supply WGT with      information concerning the amount and type of tax withheld and any      certificates concerning payments of such withholding taxes.

10.  Interest. Any amount not paid when due will be subject to finance charges      at the rate of one and one-half percent (1.5%) per month or the maximum      rate permitted by applicable law; whichever is less, determined and      compounded on a daily basis from the date due until the date paid. Payment      of such finance charges will not excuse or cure Distributor's breach or      default for late payment. If WGT retains a collection agency, attorney or      other person or entity to collect overdue payments, all collection costs,      including but not limited to reasonable attorney's fees, will be payable by      Distributor.

11.  Confidentiality. Any information received by Distributor in performance of      this Agreement relating to the business affairs, customers, markets,      finances, methods, Product, technology, trade secrets or proprietary rights      of WGT will be treated as confidential and proprietary information of WGT.      Distributor will not disclose such information, unless the information is      in the public domain at the time of disclosure through no fault of      Distributor or WGT consents to the disclosure in writing. Distributor will      disclose such information only to its

                                       13

     employees whose duties justify their need to know such information and who      have agreed to copy with Distributor's confidentiality obligations      hereunder.

12.  Ownership. The Product involves valuable patent, copyright, trade secret,      trade name, trademark and other proprietary rights of WGT. No title to or      ownership of such proprietary rights is transferred to Distributor under      this Agreement or by use of any trademark, copyright or other proprietary      right. WGT reserves all of its copyright, trade secret and other      proprietary rights in the Product. Distributor will not infringe, violate      or contest and will take appropriate steps and precautions for the      protection of, such proprietary rights.

13.  Implementation. Distributor will take at WGT's expense, all action during      or after the Term that is reasonably requested by WGT for the      implementation of the ownership provisions of this Agreement or to      evidence, perfect or protect WGT's ownership of this Product and the      proprietary rights associated with ownership of the Product (including,      without limitation, the execution, acknowledgment and delivery of      instruments of conveyance, patent, copyright, trademark or other      proprietary rights registration applications or other documents.)

14.  Warranty; Returns. WGT will permit Distributor and end-users purchasing      through resellers to return any defective Product in accordance with the      limited warranty contained in the applicable end-user license agreement or      limited hardware warranty, as applicable, provided that the Distributor and      end-user have compiled with the applicable warranty terms and conditions.      In order to receive the remedy provided for hereunder, Distributor shall





     deliver to WGT a sample of the Product which Distributor finds to be      defective in workmanship or materials, or damaged in shipment prior to      Distributor assuming the risk of loss or damage , along with a written      explanation of the alleged defect within thirty (30) days from the later of      Distributor's initial receipt of such Product from WGT or from the delivery      of such Product to an end-user. In the event WGT verifies a defect reported      by Distributor and such defect affects more than one (1) Product, then at      WGT's option, Distributor shall either certify destruction of all defective      Products or return all Products which it alleges are defective to WGT.      Distributor, reseller or the end user will be responsible for      transportation charges for such Product units sent to WGT's facilities for      service. Provided that WGT is able to verify the presence of the reported      defect in such units, transportation charges, via a mode of transportation      chosen by WGT, shall be borne by WGT to return the Product units from WGT's      location to the Distributor, reseller or the end-user's location. Upon      verification of a defect in one or more Products returned in accordance      with the foregoing, or upon Distributor's certification that it has      destroyed any defective Product in compliance with WGT's instructions, WGT      will, at its option, either issue a credit to Distributor in the amount of      the purchase price paid or payable for such Product by Distributor or      replace the defective Product with an identical (non-defective) Product.      Such remedy will be exclusive and in full satisfaction of Distributor's      claims hereunder. WGT does not warrant that the Products are free form all      bugs, errors, defects, design flaws or omissions. The warranties in this      Agreement apply only to the latest version of each Product made available      by WGT to Distributor. Such warranties will not apply to any Product which      WGT determines has been subject to misuse, neglect, improper installation,      repair, alteration or damage by Distributor, reseller or an end-user or any      other individual or entity, or modification by any such individual or      entity except with the prior express authorization of WGT. WGT's      obligations

                                       14

     under this paragraph will not apply to the extent arising out of any use or      combination of the Product with any other products, goods, services or      other items furnished by Distributor or anyone other than WGT, or to any      modification or change of the Product not made by WGT. The foregoing      warranties and rights may be asserted by Distributor only and not by      Distributor's resellers.

15.  Infringement. WGT will defend and indemnify Distributor against any      judicial proceeding based upon infringement of any U.S. patent or US.      copyright by the Product to the extent that such proceeding arises from or      in connection with a component of the Product manufactured or developed by      WGT and not any third party, provided that Distributor notifies WGT of such      proceeding promptly after Distributor receives notice thereof, WGT has      control over the defense and settlement of the proceeding, Distributor      provides such assistance in the defense and settlement of the proceeding as      WGT may reasonably request, and Distributor complies with any settlement or      court order made in connection with such proceeding (e.g., as to the future      use of any infringing Product). WGT's obligations under this paragraph will      not apply to any infringement to the extent arising out of any use or      combination of the Product with any other products, goods, services or      other items furnished by Distributor or anyone other than WGT or to any      modification or change of the Product not made by WGT.

16.  Disclaimer and Release. THE WARRANTIES OF WGT AND THE REMEDIES OF      DISTRIBUTOR SET FORTH IN PARGRAPHS 14 AND 15 ARE EXCLUSIVE AND IN      SUBSTITUTION FOR, AND DISTRIBUTOR HEREBY WAIVES, RELEASES AND DISCLAIMS.      ALL OTHER WARRANTIES, OBLIGATIONS AND LIABILITIES OF WGT AND ALL OTHER      RIGHTS, REMEDIES AND CLAIMS OF DISTRIBUTOR, EXPRESS OR IMPLIED, ARISING BY      LAW OR OTHERWISE, WITH RESPECT TO ANY DEFECT, DEFICIENCY OR NONCONFORMITY      IN ANY PRODUCT OR OTHER ITEM FURNISHED BY OR ON BEHALF OF WGT UNDER THIS      AGREEMENT, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTY OF      MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE; IMPLIED WARRANTY      ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING OR USEAGE OF TRADE;      ANY OBLIGATION, LIABLITY, RIGHT, REMEDY OR CLAIM IN TORT (INCLUDING      NEGLIGENCE, WHETHER ACTIVE, PASSIVE OR IMPUTED), PRODUCT LIABLITY, STRICKT      LIABILITY OR OTHER THEORY; AND CLAIM OF INFRINGEMENT.

17.  Representations. Distributor will be solely responsible for any      representations or warranties Distributor may make to any reseller with      respect to the Product or any products, goods, services or other items      provided by Distributor. Except to the extent inconsistent with paragraph      15, Distributor releases and will defend, indemnify and hold harmless WGT      and its officers, directors, employees, agents and representatives from any      and all claims, losses, damages, liens, liabilities, costs and expenses      (including, but not limited, reasonable attorneys' fees) incurred or      asserted by any reseller or otherwise arising out of or in connection with      (a) any misrepresentation, negligent or tortious act or omission, or breach      of or default under this Agreement by Distributor or by anyone else acting      for or on behalf of Distributor in connection with the promotion,      distribution or other dealings with respect to the Product; (b) any      reseller or end-user's use of the Product or any products or services of

                                       15





     Distributor; or (c) any representations and warranties made by Distributor      that are inconsistent with or in addition to the warranties made in WGT's      end-user license agreement or limited hardware warranty, as applicable,      accompanying each copy of the Product.

18.  Limitations of Liability. EXCEPT AS PROVIDED IN PARAGRAPH 15, WGT'S      LIABILITY(WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE WHETHER      ACTIVE, PASSIVE, IMPUTED), PRODUCT LIABILITY, STRICT LIABILITY OR OTHER      THEORY) UNDER THIS AGREEMENT OR WITH REGARD TO ANY PRODUCT OR OTHER ITEMS      FURNISHED UNDER THIS AGREEMENT WILL IN NO EVENT EXCEED THE COMPENSATION      PAID TO WGT CONCERNING SUCH PRODUCT UNDER THIS AGREEMENT.

19.  Consequential Damages. IN NO EVENT WILL WGT BE LIABLE, WHETHER IN CONTRACT,      WARRANTY, TORT (INCLUDING NEGLIGENCE (WHETHER ACTIVE, PASSIVE OR IMPUTED),      PRODUCT LIABILITY, STRICT LIABILITY OR OTHER THEORY), TO DISTRIBUTOR OR TO      ANY RESELLER OF DISTRIBUTOR, END-USER OR OTHER PERSON OR ENTITY FOR COST OF      COVER OR FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES      (INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFIT, BUSINESS OR DATA)      ARISING OUT OF ITS PERFORMANCE OR NONPERFORMANCE OF THIS AGREEMENT OR THE      USE OF, INABIILTY TO USE OR RESULTS OF USE OF THE PRODUCT.

20.  Compliance with Laws. In performing this Agreement, Distributor will comply      with all applicable laws, regulations and other requirements, now or      hereafter in effect, of government authorities having jurisdiction.

21.  Export. Without limiting anything else herein, Distributor will not export      or re-export, directly or indirectly, the WGT Product to any country to      which export or re-export of such items is prohibited by the U.S. Export      Administration Act, regulations of the U.S. Department of Commerce and      other export controls of the U.S., as they may be amended without first      obtaining an appropriate written authorization from the U.S. Office of      Export Licensing or its successor. At the time of execution of this      Agreement, Distributor is prohibited from exporting or re-exporting ,      directly or indirectly, the WGT Product to the following countries: Cuba,      Libya, North Korea, Iran, Iraq, Ruwanda, Sudan, Syria and the Federal      Republic of Yugoslavia (Serbia and Montenegro). Notwithstanding the      foregoing list, Distributor is not relieved from its obligations to comply      with the foregoing export control laws, as such laws may be amended from      time to time. Distributor shall also comply with all other foreign or local      governmental export and import control laws, regulations and rules.

22.  Government Approvals. Distributor will obtain at its expense all licenses,      permits and other governmental approvals; will provide all notices; and      will pay all duties, taxes and other charges required for the license,      export, re-export and import of the Product distributed by the Distributor;      the license of the Software distributed by Distributor; and the      implementation of this Agreement.

                                       16

23.  Nonwaiver. The failure of either party to insist upon or enforce strict      performance of any of the provisions of this Agreement or to exercise any      rights or remedies under this Agreement will not be construed as a waiver      or relinquishment to any extent of such party's right to assert or rely      upon any such provisions, rights or remedies in that or any other instance;      rather, the same will be and remain in full force and effect.

24.  Assignment. Distributor will not assign all or any part of this Agreement      or any of its rights under this Agreement without the prior written consent      of WGT. Subject to the foregoing, this Agreement will be fully binding      upon, inure to the benefit of and be enforceable by the parties and their      respective successors and assigns.

25.  Survival. Paragraphs 1, 2, 3, 13 through 23 and all accrued obligations to      pay, together with all other provisions of this Agreement which may      reasonably be interpreted or construed as surviving the expiration or      termination of the Term, will survive the expiration or termination of the      Term.

26.  Notices. Any notice or other communication under this Agreement given by      either party to the other will be in writing and delivered either (a) in      person or by first-class, registered or certified mail or a recognized      overnight delivery service, return receipt requested, postage prepaid or      (b) by facsimile and then acknowledged as received by return facsimile by      the intended recipient. Notices will be deemed received only upon actual      receipt. Notices will be directed to the intended recipient at the address      specified below its signature on the signature page of this Agreement.      Either party may change its address by giving the other party notice of      such change in accordance with this paragraph.

27.  No Conflict. Distributor represents and warrants to WGT that Distributor is      free to enter into and perform this Agreement without thereby being in      breach of or default under the terms of any other contract, commitment or      understanding.

28.  Interpretation. The English language of this Agreement will govern any      interpretation of or dispute regarding the terms of this Agreement.      Paragraph captions are for convenience of reference and do not alter or      limit the terms of this Agreement. The parties hereto have expressly      required that the present Agreement and its Exhibits be drawn up on the      English language. / Les parties aux presentes ont expressement exige que la      presente conventions et se Annexes solent redigees en la langue anglaise.





29.  Governing Law; Venue. This Agreement will be governed by and interpreted in      accordance with the local laws of the State of Washington, U.S.A., without      regard to its conflicts of law provisions and not including the provisions      of the 1980 U.N. Convention in Contracts for the International Sale of      Goods. Distributor irrevocably consents, and submits to the jurisdiction of      the Federal and State courts of and located in King County, in the State of      Washington, U.S.A. Distributor will not commence or prosecute any suit,      claim, or proceeding arising under this Agreement other than in the courts      identified in the preceding sentence. Any remedy of WGT set forth in this      Agreement is in addition to any other remedy afforded to WGT under this      Agreement, any other contract, by law or otherwise.

                                       17

                         SUPPORT SERVICES AND PROCEDURES                                     EXHIBIT C

SUPPORT SERVICES:

WGT will provide the following training and product support programs to Distributor:

A.   Training.

Promptly after execution of this Agreement, WGT will conduct a one day technical and sales training program for three (3) of Distributor's employees. Such training will be held at Distributor's facilities. Distributor will be responsible for all costs and expenses incurred by Distributor's personnel in attending, receiving or securing training provided by WGT.

B.   Product Support Services.

WGT will provide the following product support services to Distributor for the Term of the Agreement:

1.   Telephone Support. Reasonable telephone and electronic mail support for the      Software will be available in response to a request from Distributor during      WGT's normal business hours (6:00 a.m. to 5:00 p.m., Monday through Friday,      Pacific Standard Time), excluding holidays that WGT recognizes. Only      Distributor's designated, approved personnel will communicate with WGT's      customer support specialists.

2.   Submitting a Service Request. To submit a request for service, Distributor      has two service options:

(a)  over the phone, the Distributor will dial WGT's service number as supplied      to Distributor by WGT. When a support specialist answers the phone,      Distributor will be prepared to discuss the problem with the support      specialist.

(b)  via electronic mail as supplied to Distributor by WGT, whereby a service      request can be submitted to WGT's electronic mail system.

In order to submit a service request, either telephonically or electronically, Distributor will employ the following procedures:

(a)  provide a clear description that fully explains what the problem is, and      when the problem occurs;

(b)  provide a diagnostic trace, sample code or file of the failure symptom that      has been recorded on the user's system; and

(c)  describe the steps taken to resolve the problem.

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3.   Priority. WGT will respond to problems with the Software in accordance with      the following priority schedule:

Priority One (P-1) is reserved for critical and severe Software problems which cause the Software to fail or act in a manner which causes the Software to be unusable.

Priority Two (P-2) is reserved for Software problems which cause a major component of the Software to become unusable but the overall Software continues to function.

Priority Three (P-3) is reserved for Software problems which cause minimal disruption to normal operations of the Software and can be avoided with a simple work-around process.

Priority Four (P-4) is reserved for all other problems of lesser severity.

4.   Response Time: Upon receipt of a service request, a WGT customer support      specialist will contact Distributor's designated, approved personnel within      the following response times to discuss the problem:

P-1 - respond within two (2) hours (subject to WGT's normal business hours) of





receipt of a P-1 problem and use all commercially reasonable and diligent efforts to create a fix or work-around as soon as practicable considering the nature of the problem.

P-2 - respond within four (4) hours (subject to WGT's normal business hours) of receipt of a P-2 problem and use all commercially reasonable and diligent efforts to create a fix or work-around as soon as practicable considering the nature of the problem.

P-3 - respond within twenty-four (24) hours (subject to WGT's normal business hours) of receipt of a P-3 problem and use all commercially reasonable efforts to create a fix or work-around which may be included in the next Update.

P-4 - respond within five (5) business days (subject to WGT's normal business hours) of receipt of a P-4 problem and target a fix in a future Update.

WGT will make any corrections available to Distributor via BBS, FTP site or other reasonable means.

                                       19

                             DISTRIBUTOR'S FORECAST                                     EXHIBIT D

Quarter 1: ____________, 19__ through ____________, 19__      $__________

Quarter 2: ____________, 19__ through ____________, 19__      $__________

Quarter 3: ____________, 19__ through ____________, 19__      $__________

Quarter 4: ____________, 19__ through ____________, 19__      $__________

                                       20 
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?

SOLUTION:
Distributor will not register, attempt to register or assist anyone else to      register, directly or indirectly, the Trademarks or any copyright or other      proprietary rights associated with the Product in the Territory or      elsewhere other than in the name of WGT, without WGT's prior written      consent.