In this task, you're given a passage that represents a legal contract or clause between multiple parties. Your job is to write questions that ask the basic details corresponding to the legal contracts or clauses. Avoid questions that can be answered correctly without actually understanding the paragraph, and which might have multiple answers. The answer to each question should be unambiguous.

[Q]: Strategic Alliance Agreement   This agreement is made and entered into this 10th day of January, 2018 by and between Bravatek Solutions, Inc., a corporation organized under the laws of the State of Colorado, (Bravatek), with an address at 2028 E. Ben White Blvd., Unit #240-2835, Austin, Texas 78741 and Fazync LLC, a limited liability company organized under the laws of the State of Colorado with an address at 2376 Gold River Drive, Rancho Cordova, CA 95670 (Fazync). Fazync is a wholly owned subsidiary of publicly traded company Intelligent Highway Solutions, Inc., (IHSI), a Nevada corporation.   Whereas, Bravatek is a corporation, which has technical expertise in security-related software, tools and systems/services (including telecom services) to support, deploy and test its current and potential customers' most critical initiatives.   Whereas, Fazync is a company engaged in the business of providing energy-saving solutions and capabilities to the Critical Infrastructure/Key Resources arena.   Whereas, the parties desire to enter into a business relationship which will designate Bravatek as the project based business partnership channel for governmental and non-governmental departments / agencies / units for the purpose of promoting Fazync relevant capabilities, products and/or service solutions. Now therefore, the parties mutually agree to enter into a strategic alliance under the following terms and conditions:   1) Duties of Bravatek   Bravatek agrees to serve as a non-exclusive project sales lead finder for Fazync. In this capacity, Bravatek will use its best efforts to provide the following services to Fazync    a. Promote, market and introduce the Products to prospective clients in the government space nationwide.      b. Provide a quarterly Pipeline or project information leads report to Fazync a monthly basis which contains a 3-month rolling forecast of potential sales.      c. Follow-up on on-going project leads that Fazync actively engaged with or believes is appropriate.      d. Provide Fazync with any promotional materials, technical papers, white papers, proposals, etc. prior to publication or delivery to prospective clients.





    2) Duties of Fazync   Fazync agrees to use its best efforts to promote and support project lead finding and after-sales support of Bravatek by:    a. Listing Bravatek in all appropriate sales and marketing materials as a non-exclusive alliance partner (with focus of government customers)      b. Provide timely responses to both technical and administrative questions posed by Bravatek.      c. Promote Bravatek's product and service offerings whenever possible.      d. Aid Bravatek in the writing of any technical/marketing/sales documents when requested and participate in mutually-agreed upon sales calls.      e. Provide Bravatek with co-branded marketing material that can be emailed or handed to prospective clients.

  3) Obligations of the Parties   Bravatek and Fazync agree to jointly:    a. Develop and implement a joint Product Solution and Application Strategy whereby targeted markets/potential client- types/applications are mutually agreed upon;      b. Support each other in all agreed-upon technical, marketing and promotional efforts;      c. Develop a joint strategy for developing new product/services/capabilities to mutually benefit both parties;      d. Utilize each other as Preferred Vendors for services whenever possible upon mutual agreement.   4) Compensation   When custom Products are designed, developed and to be delivered to Bravatek-identified perspective clients, the parties shall agree to a proposed sales price for use during the project in writing prior to the commencement of each project.





    For any Product or Solution sold to any perspective clients introduced by Bravatek registered with Fazync via email to IHSI's CEO, Devon Jones, and delivered through Bravatek or a Fazync -designated distribution affiliate(s) or sales channel(s), Bravatek will receive a lead-finder fee, to be mutually discussed and finally decided by Fazync at the range of minimum of 10% to maximum of 20% of project revenue, with an exact fee to be depending upon the overall project sales margin and cost of development and delivery of each project, payable NET 30 days after each client payment on delivered products received at Fazync bank account.   5) Confidentiality   Confidential information shall mean any and all technical and non-technical information, documents and materials related to client projects of party and products, services and business of each of the parties. Fazync and Bravatek agree to maintain in strict confidence and not to disclose or disseminate, or to use for any purposes other than performance of the projects, the Confidential Information disclosed.   The obligation of non-disclosure shall not apply to the following:    a. Information at or after such time that is publicly available through no fault of either party      b. Information at or after such time that is disclosed to either party by a third party entitled to disclose such information      c. Information which is required by law to be disclosed to federal, state or local authorities.   6) Term of Confidentiality   For a period of five (5) years after termination of this Agreement, the parties shall treat as confidential all information and take every reasonable precaution and use all reasonable efforts to prevent the unauthorized disclosure of the same. The parties agree to take all steps reasonably necessary and appropriate to ensure that their employees, agents, and/or assistants treat all information as confidential and to ensure that such employees, agents, and/or assistants are familiar with and abide by the terms of this Agreement.   7) Term   The term of this Agreement is twelve (12) months from the date hereof, and will be automatically renewed for one (1) additional twelve month period unless either party shall notify the other in writing of its intention not to renew. Such notice must be given ninety (90) days prior to expiration of the original term. This Agreement may also be terminated by either party upon ninety (90) days written notice.





    8) Notices   Any notices required under this Agreement shall be delivered to:   Bravatek Technologies, Inc. 2028 E. Ben White Blvd. Unit #240-2835 Austin, Texas 78741   Fazync, Inc. 2376 Gold River dr. Ranch Cordova, CA 95670   9) Governing Law   This Agreement is entered into in the State of Texas and shall be interpreted according to the laws of the State of Texas.   10) Indemnification   Fazync shall indemnify Bravatek, its directors, officers and employees, for any and all damages, costs, expenses, and other liabilities, including reasonable attorney's fees and court costs incurred in connection with any third-party claim, action or proceeding arising from the negligence or intentional misconduct of Fazync or breach of Fazync of any of its obligations under this Agreement.   Bravatek shall indemnify Fazync, its directors, officers and employees, for any and all damages, costs, expenses, and other liabilities, including reasonable attorney's fees and court costs, incurred in connection with any third-party claim, action or proceeding arising from the negligence or intentional misconduct of Bravatek or breach of Bravatek of any of its obligations under this Agreement.   11) Modifications   No changes or modifications of this Agreement or any of its terms shall be deemed effective unless in writing and executed by the parties hereto.   12) Assignment   This Agreement shall not be assignable by either party without the prior written consent of the other party.   13) Entire Agreement   This Agreement represents the complete and entire understanding between the parties regarding the subject matter hereof and supersedes all prior negotiations, representations, or agreements, either written or oral, regarding this subject matter.





    This Agreement shall not be considered accepted, approved or otherwise effective until signed by the appropriate parties.   Bravatek Technologies, Inc. Fazync LLC       By:   By:         Name: Thomas A. Cellucci  Name: Devon Jones       Title: CEO  Title: Manager       Date: January 10, 2018  Date: January 10, 2018
[A]: Highlight the parts (if any) of this contract related to Minimum Commitment that should be reviewed by a lawyer. Details: Is there a minimum order size or minimum amount or units per-time period that one party must buy from the counterparty under the contract?


[Q]: EXHIBIT 10.21                              SPONSORSHIP AGREEMENT

     THIS AGREEMENT, dated for reference purposes as of July 12, 1999 (the Agreement), is by and between FOOTBALL NORTHWEST LLC, a Washington limited liability company (FNW) and MERCATA, Inc., a Delaware corporation (Sponsor).

                                R E C I T A L S                                 ---------------

     A.  Pursuant to that certain Consent to Assignment and Amendment of Use Agreement dated January 7, 1997, as amended, between King County, Washington (King County) and FNW, FNW is granted the exclusive right to and revenue from all advertising both inside and outside the King County Domed Stadium (the Kingdome) and the Kingdome Pavilion, including on adjacent parking lots.

     B.  The Kingdome is located in Seattle, Washington and currently serves as the home venue for the National Football League (NFL) franchise for the Seattle Seahawks.

     C.  FNW owns and, during the term of this Agreement, FNW or its successor or assign will retain the exclusive signage and advertising rights for the Kingdome.

     D.  Sponsor desires to acquire from FNW certain sponsorship rights in the areas described below and FNW is vested with the authority to grant and desires to grant such rights to Sponsor in accordance with the terms and provisions of this Agreement.

     NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, receipt of which is hereby acknowledged, the parties hereby agree as follows:

1.  Sponsorship Benefits.  Sponsor shall during the term of this Agreement     -------------------- receive the following sponsorship benefits:

          A. Television

             1. Three (3) :30 second Sponsor produced commercials (Concept                 Ads) to air within each of three (3) preseason telecasts.              2. Three (3) :30 second Seahawks produced commercials (Products                 Ads) to air within each of three (3) preseason telecasts.                 Content shall be reviewed and approved by Sponsor.  Shawn                 Springs will be featured in the commercial.              3. Opening/closing billboards in each of three (3) Seahawks                 preseason games including Sponsor logo.              4. Sponsorship of one (1) feature (Instant Replay) in three (3)                 preseason games including billboard and Sponsor logo visual.                 Total of three (3) features, billboards and logo                 identifications.              5. Three (3) Sponsor logo exposures in the Hawk Box Scoreboards per                 quarter during three (3) preseason games.              6. Sponsor a minimum of three (3) live power buy announcements                 (Live Ads) during the course of three (3) telecasts.                 Announcement format to be determined.              7. Production: Seahawks will cover all hard costs to create, direct                 and produce one (1) :30 second TV spot to be used in three (3)                 preseason telecasts.  Sponsor

                                       1.

                will provide creative direction for the production and shall                 have the right to use such commercial where appropriate in its                 general advertising campaign or within certain promotional                 material during the 1999 season.              8. The sequence of TV appearance should always be:                 .  FIRST appearance: Concept Ad (before last commercial series                    prior to a break)                 .  SECOND appearance: Products Ad (last commercial series prior                    to a break)                 .  THIRD appearance:  Live Ad (during the break)                    One sequence per quarter from 1st to 3rd quarter.

          B. Kingdome Promotion/DiamondVision

             1. Two (2) DiamondVision announcements per game for three (3)                 games.  Total of six (6) DiamondVision announcements.  Content                 will have to be reviewed and approved by Sponsor.              2. Sponsor opportunity to run :30 second television spot on                 DiamondVision during pregame warm-ups for three (3) preseason                 games.  Total of three (3) spots              3. Sponsor (Promotional) road trip for two (2) including airfare,                 hotel and game tickets.  Must participate in Sponsor/Seahawks                 Sweepstakes to be eligible for road trip.  Designated road trip:                 Seattle @ Chicago on September 19, 1999.  The value of this                 package is less $5,000 and shall be provided by FNW.

          C  Seahawks.com

             1. One (1) rotating banner ad on Seahawks.com for sixty (60) days





                (August through September 1999) Extension beyond the sixty (60)                 days to offered to Sponsor at favorable cpm based rate.              2. Seahawks to promote Sponsor online store from Seahawks.com's                 front page by providing a graphic and a text link directing                 visitors to Mercata.com.  Text and graphics to be provided by                 Sponsor, and reviewed and approved by Seahawks.com.              3. Sponsor acknowledgement on Seahawks Television network web page                 on Seahawks.com              4. Sponsor will feature an online Seahawks-themed store selling                 Seahawks merchandising at Mercata.com.

          D. VIP Benefits

             1. Two (2) season tickets with option to purchase two (2) playoff                 tickets              2. Twenty (20) tickets to two (2) preseason home games, August 14                 and August 28, 1999.              3. One half-page color ad in Seahawks Insider for the 1999 season.                 Deadline for ad July 23, 1999.  If Sponsor cannot meet the                 deadline, Seahawks will provide similar opportunity to be                 determined (i.e.: letter to season ticket holders introducing                 Mercata).              4. One (1) trip for two (2) to Training Camp.  Includes                 transportation, hotel and entertainment              5. One Advertorial in first pre-season issue of NFL Insider to                 explain the Mercata 'story' and groundbreaking partnership with                 the Seahawks (Mercata to write and provide advertorial).              6. Mercata's use of Seahawks trademarks for promotional purposes                 extends throughout the 1999 season.

                                       2.

2. Term.  The term of this Agreement shall commence on July 19, 1999 and shall    ----    thereafter continue until all above described Sponsor benefits are completed,    but in no event beyond the end of the 1999 season (the Term).  This    Agreement is noncancellable by either party except for termination in    accordance with Paragraph 7, below, and may be mutually extended by written    agreement of the parties.

3. Consideration.  In consideration of the sponsorship rights and other services    -------------    and products granted and provided to Sponsor by FNW hereunder, Sponsor hereby    agrees to pay FNW a sponsorship fee in the amount of Forty thousand Dollars    ($40,000 net) (the Sponsorship Fee).

   3.1. Invoices and Payment.  FNW will send Sponsor invoices Sponsorship Fee in         --------------------         two (2) monthly installments beginning September 1, 1999. Invoices are         payable thirty (30) days after receipt. A five percent (5%) late fee         will be added to all invoices which become past due and interest at a         rate of twelve percent (12%) per annum will be charged on all balances         not paid within thirty (30) days of the date they are due.

4. Sponsor's Content and Design.  The content and design of Sponsor's creative    ----------------------------    material shall be within the discretion of Sponsor.  However, if FNW objects    to any such material when it is provided or thereafter, it shall notify    Sponsor as soon as possible and Sponsor shall take prompt action to address    FNW's concerns.

5. Trademarks    ----------

   5.1. Use of Sponsor's Trademarks.  FNW shall not, by this Agreement, obtain         ---------------------------         any right, title or interest in the trademarks or other proprietary         property of Sponsor, nor shall this Agreement give FNW the right to use,         refer to, or incorporate in marketing or other materials the name,         logos, trademarks, designs, identifications, or copyrights of Sponsor in         any manner except as authorized by Sponsor. Sponsor acknowledges that         FNW and parties conducting events within the Kingdome may televise,         videotape, or take still photographs of events occurring in the         Kingdome. Sponsor hereby consents to the commercial exploitation of such         television broadcasts, video tapes and still photographs notwithstanding         the fact that the content and design of Sponsor's images may be visible         in such television broadcasts, video tapes and still photographs.

   5.2. Use of FNW and Seattle Seahawks Trademarks.  Sponsor shall not, by this         ------------------------------------------         Agreement, obtain any right, title or interest in the trade names or         trademarks of FNW, the Seattle Seahawks, the NFL, NFL Enterprises, L.P.,         NFL Properties, Inc. or any affiliate of such, nor shall any such         agreements give Sponsor the right to use, refer to, or incorporate in         marketing or other materials the names, logos, trademarks, designs,         identifications or copyrights of&bbsp;FNW, the Seattle Seahawks, the NFL, NFL         Enterprises, L.P., and NFL Properties, Inc. without the prior written         approval of FNW, which approval may be withheld in FNW's reasonable         discretion. Sponsor may use Seahawks trademarks for promotional purposes         as necessary to convey the Sponsor benefits described herein. However,         all such rights shall expire at the end of the 1999 regular season.

6. Indemnification.  FNW agrees to defend, indemnify and hold Sponsor harmless    ---------------    from and against all claims, suits, liabilities, costs and expenses,





   including reasonable attorney costs and fees, for injury to, including death    of, persons (whether they be third persons or employees of either of the    parties hereto) or any loss of or damage to property in any manner arising    from or relating to the rights

                                       3.

   conveyed herein, with the understanding that this obligation shall not apply    to, and Sponsor agrees to defend, indemnify and hold FNW and its officers,    directors, employees and agents harmless from and against, all losses,    claims, suits, demands, actions, liabilities, costs and expenses, including    reasonable attorney costs and fees, for injury to, including death of,    persons (whether they be third persons or employees of either of the parties    hereto) or any loss of or damage to property in any manner arising from the    content of any advertising copy supplied by Sponsor or the negligence or    intentional misconduct of Sponsor or its officers, employees or agents.

7. Termination.  FNW and Sponsor shall each have the right but not the    ----------- obligation to terminate this Agreement upon forty-five (45) days prior written notice, without further liability except as otherwise provided by this Paragraph 7 if any of the following shall occur:

            (a) Damage to or destruction of the Kingdome to the extent that the                 Kingdome is closed for a period of greater than thirty (30)                 days, in which case the refund provisions of this Paragraph 7                 shall apply.

            (b) The cancellation or termination of FNW's NFL franchise or the                 relocation of FNW's NFL franchise to a location more than 50                 miles from Seattle, Washington.

            (c) The other party materially defaults in the performance of its                 material obligations under this Agreement and such other party                 fails to correct such breach within thirty (30) days of written                 notice.

       If this Agreement is so terminated by Sponsor, Sponsor shall be entitled to a pro rata refund of any payments under this Agreement.

8. Remedies    --------

     8.1  Generally.  In the event that either party fails to fully comply with           ---------      any of its obligations under this Agreement, the other party shall be      entitled to all remedies set forth in this Agreement and, except as      otherwise provided herein, all remedies otherwise available at law or in      equity.

     8.2  Limitation on Damages.  In no event shall either party be liable for           ---------------------      any special, incidental or consequential damages arising out of or in      connection with this Agreement or the performance thereof.  FNW's liability      for any breach of this Agreement shall be strictly limited to refunding to      Sponsor that portion of any consideration paid by Sponsor for which Sponsor      has not received the rights granted to it herein.

9. Limitations.&sbsp; This Agreement is subject to the Constitution and Bylaws and    -----------     other rules and regulations of the NFL, the statutes and regulations of the     State of Washington, and the ordinances and rules of King County, Washington     and the City of Seattle, Washington as they presently exist or as they may     from time-to-time be amended, including without limitation, any rule or     regulation of the NFL or any agreement to which the NFL is a party which     restricts the visibility of signage within the Kingdome during NFL games     which are televised nationally.  The obligations of either party to perform     under this Agreement shall be excused if such failure to perform or any     delay is caused by matters such as acts of God, strikes, lockout, work     stoppage, picketing, damage or concerted action by any employee or labor     organization, civil commotion, riots, war, acts of government, or any other     cause whether similar or dissimilar to those enumerated which are reasonably     beyond the control of the party obligated to perform.  Upon the occurrence     of such

                                       4.

    event, the duties and obligations of the party shall be suspended for the     duration of the event preventing performance.

10. Entire Agreement.  The entire agreement between the parties pertaining to     ----------------     the subject matter of this Agreement is incorporated into this document.     This Agreement may not be modified or amended except by a writing duly     executed by the parties hereto.  This Agreement supersedes any and all prior     agreements and understandings between the parties.

11. Successor Interests.  Neither this Agreement nor any of the rights or     -------------------     obligations of either FNW or Sponsor hereunder may be assigned, transferred     or conveyed by operation of law or otherwise by either party, nor shall such     agreements or rights inure to the benefit of any trustee in bankruptcy,     receiver, creditor, or trustee of either party's business or its properties     whether by operation of law or otherwise, except with the prior written





    consent of the other party, which consent shall not be unreasonably     withheld, and the delivery of a written document in which the assignee     assumes all of the obligations of the assigning party and the assigning     party acknowledges that it will continue to be bound to such obligations if     not performed by the assignee.  For purposes of this Paragraph 11, the     transfer of a fifty percent (50%) or greater ownership interest in a party     shall be deemed to be an assignment of this Agreement.  Notwithstanding the     foregoing, no assignment or attempted assignment by Sponsor shall be valid     except to a party which intends to continue the business of Sponsor as     presently conducted.  Sponsor does hereby consent to any transfer or     assignment by FNW of its rights under this Agreement to an affiliate of FNW     without any additional prior consent of Sponsor.  Subject to the foregoing,     this Agreement shall be binding upon and shall inure to the benefit of all     successors and assigns of the parties.

12. Confidentiality.  Each of the parties deems the provisions of this Agreement     ---------------     to be confidential and proprietary in nature.  FNW and Sponsor each agree     that the terms of this Agreement will be kept confidential and will not be     disclosed in any manner whatsoever, in whole or in part, by either party     without the prior written consent of the other party except to the extent     necessary for such party to enforce its rights under this Agreement or as     either party may be advised by its legal counsel that it is obligated to     disclose the terms of such agreements.  Moreover, each party agrees to     disclose the terms of this Agreement only to its respective&sbsp;officers,     employees, agents and representatives who need to know of such terms and who     agree to be bound by the confidentiality terms of this Paragraph.  Each     party shall be responsible for any breach of this Paragraph by its     respective officers, employees, agents and representatives.  The terms of     this Paragraph shall survive the expiration or termination of this Agreement     for whatever reason for a period of three (3) years after such expiration or     termination.  Notwithstanding the foregoing, FNW may disclose the terms of     this Agreement to King County, Washington and to lenders, legal counsel, and     financial advisors.

13. Washington Law.  This Agreement shall be deemed to have been made in the     --------------     state of Washington and shall be construed in accordance with the laws of     the state of Washington.  The exclusive venue for any suits or actions     arising out of this Agreement shall be in the Superior Court for the State     of Washington for King County or in the United States District Court for the     Western District of Washington.

14. Notices.  All notices under this Agreement shall be in writing and shall be     -------     deemed to have been duly given if personally delivered, sent by telecopier,     sent by overnight courier service or sent by registered or certified mail,     postage prepaid, and shall be deemed given upon the earlier of actual

                                       5.

    receipt or one day after it is sent, if sent by overnight courier, or three     days after it is sent by registered or certified mail.  All notices or other     communications shall be made as follows:

       To FNW:           11220 N.E. 53rd Street                          Kirkland, WA 98033                          Attn:  Scott Patrick                          V.P./Corporate Sales

       With a Copy to:   Richard E. Leigh, Jr.                          Vice President/General Counsel                          110 - 110th Ave. N.E., Suite 550                          Bellevue, WA 98004

       If to Sponsor.    Jerome Pache, Director Business Development                          Leslie Wallis, General Counsel                          MERCATA, Inc.                          110 110th Avenue NE                          Bellevue, WA 98004-5840

15. Arbitration.  Any controversy or claim arising out of or relating to this     -----------     Agreement, including, but not limited to a claim based on or arising from an     alleged tort will, at the request of any party be determined by arbitration     in accordance with the Federal Arbitration Act (9 U.S.C. Section 1, et seq.)     under the auspices and rules of the American Arbitration Association     (AAA).  The AAA will be instructed by either or both parties to prepare a     list of judges who have retired from the Superior Court of the State of     Washington, a higher Washington court or any federal court.  'Within 10 days     of receipt of this list, each party may strike one name from the list.  The     AAA will then appoint an arbitrator from the name(s) remaining on the list.     The arbitration will be conducted from Seattle, Washington.  Any controversy     in interpretation or enforcement of this provision or whether a dispute is     arbitrable, will be determined by the arbitrators.  Judgment upon the award     rendered by the arbitrator(s) may be entered in any court having     jurisdiction.  The institution and maintenance of an action for judicial     relief or in pursuit of an ancillary remedy, does not constitute a waiver of     the right of any party, including the plaintiff, to submit the controversy     or claim to arbitration.

16. Attorneys' Fees.  In the event any suit or action is brought or an     ---------------     arbitration or bankruptcy proceeding is initiated (including, without





    limitation, appeals of the foregoing) to enforce or interpret any of the     provisions of this Agreement, or which is based thereon, the prevailing     party shall be entitled to reasonable attorney fees in connection therewith.     The determination of who is the prevailing party and the amount of     reasonable attorney fees to be paid to the prevailing party shall be decided     by the court or courts, including any appellate court, in which such matter     is tried, heard or decided, including the court which hears any exceptions     made to an arbitration award submitted to it for confirmation as a judgment     (with respect to attorneys' fees incurred in such confirmation proceedings),     or by the arbitrator(s) (with respect to attorneys' fees incurred prior to     and during the arbitration proceedings), as the case may be.

17. Relationship of Parties.  The parties are acting herein as independent     -----------------------     contractors and independent employers.  Nothing herein contained shall     create or be construed as creating a partnership, joint venture or agency     relationship between the parties and no party shall have the authority to     bind the other in any respect.

                                       6.

18. Agreement Approval.  Each party hereby represents and warrants that all     ------------------     necessary approvals for this Agreement have been obtained, and the person     whose signature appears below has the authority necessary to execute this     Agreement on behalf of the parties indicated.

19. Captions.  Paragraph headings herein are for convenience only and shall not     --------     affect the construction or meaning of this Agreement.

                                       7.

    IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written:

FOOTBALL NORTHWEST LLC                     MERCATA, INC.

By:  /s/ Scott S. Patrick                  By:  /s/ Tom Van Horn    ----------------------------               ----------------------------

Name:  Scott S. Patrick                    Name:  Tom Van Horn      --------------------------                 --------------------------         (printed or typed)                          (printed or typed)

Title:  VP/Corporate Sales                 Title:  President & CEO       -------------------------                  -------------------------

                                       8.
[A]: Highlight the parts (if any) of this contract related to Cap On Liability that should be reviewed by a lawyer. Details: Does the contract include a cap on liability upon the breach of a party’s obligation? This includes time limitation for the counterparty to bring claims or maximum amount for recovery.


[Q]: EXHIBIT 10.26                                       MICOA                                 AGENCY AGREEMENT

         Mutual Insurance Corporation of America, a Michigan insurance corporation (MICOA) and Stratton, Cheeseman & Walsh-Nevada, Inc., a Nevada corporation, (Agency), (sometimes commonly referred to as the Parties) agree as follows:

A.       AUTHORITY OF AGENCY

         Subject to requirements imposed by law, the underwriting rules,          procedures and regulations of MICOA and this agreement, the Agency is          authorized to:

         1.       Solicit within the State of Nevada, receive and transmit                   immediately and directly to MICOA, proposals for health care                   liability insurance contracts for which a commission is                   specified in the schedule of commissions provided by Exhibit                   A, attached and as amended or supplemented by such attachments                   from time to time.

         2.       Produce and deliver certificates of insurance and written                   binders in accordance with MICOA underwriting requirements.                   The Agency is not authorized to accept or bind any risk or to                   otherwise obligate MICOA without specific authority from                   MICOA.

         3.       Provide all usual and customary services of an Agency on all                   policies placed with MICOA subject to the following:

                  a.       MICOA will not be responsible for Agency expenses                            including but not limited to rent, transportation,                            employee hire or solicitor's fees, postage,                            telegrams, telephone, advertising, licensing fees or                            any other Agency expenses whatsoever.

                  b.       The Agency will not undertake or initiate advertising                            of any nature in connection with business or policies                            related to MICOA without the approval of MICOA.

         4.       To promptly report all claims and losses of which the Agency                   has knowledge and properly notify MICOA when the Agency                   receives notice of the commencement of any related legal                   action. Agency shall refrain from admitting or denying                   liability on the part of the company in connection with any                   claim or lawsuit.

         5.       In return for the exclusive appointment of Agency by MICOA to                   sell its professional liability products listed on the                  &sbsp;attached Commission Schedule

                  in Nevada, Agency agrees not to sell any competing                   professional liability products in Nevada, without the written                   consent of MICOA. Provided that, if a particular risk has been                   submitted to MICOA and MICOA has declined that risk, then                   Agency may search appropriate markets for placement of that                   risk, and may place that risk with another insurance company.

         6.       Designated Agent representatives upon request from MICOA will                   be expected to participate in MICOA's Nevada Market Managers                   Group activities and to attend all scheduled meetings.

         7.       MICOA will share on a project basis development costs of all                   promotional materials and some advertising costs related to                   Nevada sales, provided that all such expenditures or budgets                   for them are approved by MICOA in writing in advance.

         8.       Agency may solicit subagencies for appointment, subject to                   MICOA's prior written approval of each subagency following                   disclosure to and review by MICOA of information requested by                   MICOA for each proposed subagency. All such appointments by                   Agent shall stipulate that MICOA may terminate the subagency                   at any time without cause upon at least 90 days notice and                   that the subagency shall comply with all MICOA requirements                   and duties owed MICOA by Agency concerning solicitation,                   communications, and service to insureds. Subagencies shall                   also be required to submit all proposals immediately and                   directly to MICOA.

B.       MICOA BILLED POLICIES

         For business subject to Exhibit A, placed with and billed by MICOA          directly to the policyholder, the following shall apply in addition to          all the other provisions of this agreement:

         1.       The processing and submittal of all such business shall be                   subject to provisions outlined in MICOA's written requirements                   and forms as they may be implemented by MICOA from time to





                  time;

         2.       Commissions on premiums shall be paid to the Agency within 30                   business days of the month in which such premiums are received                   and recorded by MICOA, subject to deduction by MICOA of any                   return commissions due from the Agency.

         3.       Except as provided in Section D or unless authorized by the                   Agency, MICOA or its affiliates shall not use its records of                   business placed by the Agency with MICOA to solicit individual                   policyholders for the sale of other lines of

                                      -2-

                  insurance or other products or services. When the Agency                   grants such authorization, Agency shall be paid the applicable                   commission on such sales, provided an appropriate agreement is                   in place with MICOA.

         4.       If this agreement is terminated, MICOA shall, at the Agency's                   request, provide the Agency with a list of existing                   MICOA-billed policies placed by the Agency including their                   expiration dates.

         5.       The Agency's name shall appear on all policies, premium                   notices, and cancellation notices to policyholders. Copies of                   all such items sent to policyholders shall be provided by                   MICOA to the Agency.

C.       POLICY CANCELLATION

         Cancellation of any policy in force, when requested in writing by the          insured, will be honored by MICOA, except for those MICOA is not          otherwise permitted to cancel.

D.       EXPIRATIONS

         1.       In the event this Agreement is terminated for any reason,                   MICOA agrees to purchase from Agency, and Agency agrees to                   sell to MICOA Agency's ownership interest in the expirations                   for the MICOA insurance issued pursuant to this Agreement. The                   purchase price shall be two times Agency's commissions on                   business produced directly by Agency during the last 12 full                   months preceding the termination date. The purchase shall be                   completed within 60 calendar days after the termination date.                   In return for this payment, for a two-year period following                   the termination date, Agency will not directly or indirectly                   sell any professional liability insurance to any individuals                   or entities who were MICOA insureds in Nevada at the time of                   termination of this Agreement.

         2.       If Agency enters into a subagency agreement under which the                   subagency has the right to retain ownership of expirations on                   business produced by the subagency, then the purchase of                   expirations under subparagraph 1 above will not include the                   purchase of those subagency expirations, and the purchase                   price paid to Agency will not include the commissions paid for                   such business produced by the subagency.

                                      -3-

E.       AGENCY'S ERRORS AND OMISSION, AND FIDELITY & ELECTRONIC CRIME INSURANCE

         The Agency will maintain valid errors and omissions insurance, with          minimum limits of $1,000,000 per incident, and a fidelity and          electronic crime policy through an insurer, both of which shall contain          terms and limits of coverage acceptable to MICOA covering the Agency's          solicitors and each of its employees. The Agency shall provide MICOA a          copy of each policy; doing so on a regular and current basis shall be a          precondition to all of Agency's rights under this Agreement, including          but not limited to the payment of all earned commissions.

F.       TERMINATION OF AGREEMENT

         1.       This agreement shall terminate:

                  a.       Automatically if any public authority cancels or                            declines to renew the Agency's license or Certificate                            of Authority.

                  b.       Immediately if either party gives detailed written                            notice to the other of alleged gross and willful                            misconduct, fraud or material misrepresentation.

         2.       This Agreement shall terminate, subject to any automatic                   renewal or extension for one year as required by law, upon                   either party giving at least one hundred twenty (120) days                   advance written notice to the other, if not otherwise contrary                   to applicable law or this Agreement.

         3.       If the Agency is delinquent in either accounting or payment of





                  monies due MICOA, MICOA may by written notice to the Agency                   immediately terminate, suspend or modify any of the provisions                   of this agreement. Such action shall not be taken by MICOA                   over minor differences between the records of the Agency and                   MICOA.

         4.       All supplies, including forms and policies furnished by MICOA                   and any copies or other reproductions of them, shall remain                   the property of MICOA and shall be returned to MICOA or its                   representative upon demand.

G.       INDEMNIFICATION

         The respective parties shall indemnify and hold one another harmless as          follows:

                                      -4-

         1.       MICOA shall indemnify and hold Agency harmless against any                   MICOA act or omission, except to the extent the Agency has                   caused, compounded, or contributed to such error.

         2.       Agency shall indemnify and hold Agency harmless against any                   act or omission of the Agency, except to the extent MICOA has                   caused, compounded, or contributed to such error.

         3.       The Agency and MICOA shall properly notify one another upon                   receiving notice of the commencement of any action related to                   such liabilities. MICOA shall be entitled to participate in                   any such action or in consultation with Agency and its carrier                   to assume the defense of any such action. If MICOA assumes the                   defense of any such action, it shall not be liable to the                   Agency for any legal or other expenses subsequently incurred                   on the Agency's behalf absent MICOA's advance approval of such                   expenses.

         4.       Neither party shall, except at its own risk and expense,                   voluntarily assume any liability, make any payment or incur                   any expense without the prior written consent of the other.

H.       POTENTIAL OPPORTUNITIES

         1.       Other Programs. Agency and MICOA agree that Agency may be                   offered the opportunity to support MICOA's workers'                   compensation, and its other nonphysician professional                   liability or product programs in Nevada when MICOA proceeds                   with related marketing plans. Such plans may also include                   Agency's involvement in sales of MICOA commercial and personal                   products. Appropriate agreements must be negotiated separately                   from this agreement for each such product, and for each such                   territory, including but not limited to Nevada.

         2.       Territory. Agency and MICOA further agree to consider, subject                   to successful negotiation of appropriate agreements separate                   from this agreement, expansion of Agencies' sales territories                   for MICOA beyond Nevada.

I.       MISCELLANEOUS

         1.       Amendment. This agreement may be amended only in writing by                   mutual agreement of the Agency and MICOA, except that MICOA's                   name herein shall be deemed changed automatically for purposes                   of this agreement without written amendment upon approval of                   any such change by MICOA's domiciliary regulator.

         2.       Non Waiver. Any failure by MICOA to insist upon compliance                   with any provisions of this Agreement or of the rules and                   regulations of MICOA shall not be construed as or constitute a                   waiver of them by MICOA.

                                      -5-

         3.       Integrated Agreement. This Agreement and its attachments as                   modified from time to time supersedes and replaces as of its                   effective date, all previous agreements, if any, between MICOA                   and the Agency. There are other agreements between MICOA and                   the Agency's parent corporation, SC&W, which are not                   superceded.

         4. &bbsp;     Independent Contractor. The Agency is an independent insurance                   Agency and independent contractor, and not an employee,                   manager, officer or owner of MICOA.

         5.       Applicable Law. This Agreement shall be interpreted under the                   laws of the State of Nevada. Any provisions of this Agreement                   or any amendments to the Agreement that are or become in                   conflict with any applicable statutes or regulations shall be                   deemed to be amended to conform to those statutes or                   regulations.

         6.       Counterparts. This Agreement and any Exhibits which require                   signatures may be executed in counterparts which shall





                  together be regarded as binding upon the Parties.

         7.       Authority. The persons signing below represent and warrant                   that they are duly authorized representatives of the                   respective Parties, fully willing and able to execute this                   Agreement.

         8.       Assignment. MICOA may assign this Agreement to its parent,                   affiliate, or subsidiary corporations who are licensed                   insurers upon written notice to Agency. Agency may not assign                   this Agreement without the written permission of MICOA or its                   successors or assigns.

         9.       Resolution of Disputes. In the event of any dispute arising                   out of this Agreement, MICOA and Agency agree to submit such                   dispute to arbitration as follows:

                  a.       There shall be three arbitrators; one shall be                            selected by the Agency, one shall be selected by                            MICOA, and a third shall be selected by those two                            arbitrators. If the two arbitrators cannot agree on                            the selection of a third, American Arbitration                            Association's regional office closest to Agency's                            main office shall be requested to appoint the third                            arbitrator.

                  b.       The determination of the arbitrators shall be final                            and binding upon the Agency and MICOA.

                  c.       Neither MICOA nor the Agency shall be entitled to                            punitive and/or exemplary damages.

                                      -6-

                  d.       The arbitration shall be conducted in accordance with                            the procedures of the above referenced regional                            office of the American Arbitration Association. The                            Agency and MICOA shall pay the cost of their                            arbitrator and share equally in the expense of the                            third arbitrator.

                  e.       Either Party, may where permitted by the law of                            Nevada, enter judgment upon the arbitrators' award.

         10.      Year 2000 Compliance. Agency must at times assure that any of                   its computers, data processing systems, software components,                   and network arrangements use for MICOA business completely and                   accurately, present, produce, store and calculate all dates                   after December 31, 1999; and that they will not produce                   abnormally ending or incorrect results involving such dates as                   used in any forward or regression data based functions. All                   such items must yield date-related functionalities and date                   fields which accurately indicate the century and millennium                   and correctly perform all calculations involving a four digit                   year field.

Signed and effective this 25th day of May, 1999.

                                         AGENCY

                                         By:  /s/ Terrence L. Walsh                                             ------------------------------------

                                         Its:   President

                                         MICOA

                                         By:  /s/ Thomas C. Payne, M.D.                                             ------------------------------------                                             Thomas C. Payne, M.D.                                             Secretary/Treasurer

                                      -7-

                                    EXHIBIT A

                                AGENCY AGREEMENT                    SCHEDULE OF COMMISSIONS AND WRITTEN PREMIUM

New Business Policies:             12% of the annual premium Renewal Policies:                  12% of the annual premium

Appointed agents who are not a party to a current MICOA agency contract and/or





are not affiliated with an agency which has an agency contract will receive a 1% commission rate for all lines of business stated above.

Commission will decrease by .5% effective 10/1/99 as part of a repayment program under a project memorandum dated 4/7/99. This decrease will stay in effect until SC&W reaches $10MM in premium or at a maximum of 10 years.

                                      -8-

April 7, 1999

Mr. Terrence Walsh Stratton, Cheeseman & Walsh, Inc. 1301 N. Hagadorn East Lansing, MI 48823

RE:      NEVADA DEPARTMENT          PROJECT MEMORANDUM

Dear Terry:

In response to MICOA's request to develop a complete insurance distribution system for Nevada, including physicians professional liability and personal and commercial insurance by July 1999, Stratton, Cheeseman & Walsh, Inc. (SC&W) has spent and will continue to spend a substantial amount of time and money. In recognition that these expenditures will directly benefit MICOA, SC&W and MICOA agree to the following:

-    During the first two years of developing the Nevada distribution system, a      portion of the start up costs will be shared. Subject to compliance with a      detailed budget developed by SC&W and MICOA, these reimbursable costs shall      include:

     -    Salaries and benefits for SCW-Nevada, Inc. employees and agents.

     -    20% of your total personal benefits and salary, and 100% of your           personal travel expenses incurred with respect to the Nevada office,           which respective percentages are intended to recognize your personal           support of MICOA's Nevada initiative.

     -    Legal expenses directly attributable to the Nevada initiative.

     -    Nevada office set up.

     -    Consultant's expenses paid by SC&W in direct support of the           initiative.

     -    The above costs are to be designated and itemized in the preapproved           budget and reimbursed by MICOA at 100% for the first full year of           development and 50% for the second year. It is agreed that the first           year began effective October 1, 1997.

-    All other costs attributable to the normal operation of the Nevada      insurance agency site are the sole responsibility of SC&W.

-    After the first two years (i.e. after October 1, 1999) all expenses will      be borne by SC&W and those amounts paid to SC&W during the first two years      shall be repaid. Repayment shall be through reduction of commissions due      SC&W by 0.5% or if

                                      -7-

     SC&W exceeds $10.0 million in premium revenues by offset in the event any      money is owed the Agency by MICOA. Such reduction or offset shall occur for      so long as necessary to repay amounts reimbursed by MICOA during the      two-year period of development; but in no event will repayment be collected      for a period of greater than ten years. Any unpaid amounts at the end of      ten years shall be forgiven by MICOA.

-    Nevada rent expenses will be shared on a 50/50 basis between MICOA and      SC&W.

-    In order to allow SC&W to expand the distribution system in Nevada with      select and controlled subagents, an exclusive agency agreement will be      negotiated which will spell out the terms and conditions of the      relationship. A commission rate of 12% will be paid for both new and      renewal physicians liability business. Other commission rates will be      determined as products become available. This Agency Agreement should be      finalized by April 30, 1999.

-    MICOA may pay future payments advanced pursuant to this letter on a monthly      basis, unless doing so would be impractical, in which case another periodic      form of&bbsp;payment will be arranged. Amounts owed for past time periods will      be paid as follows: one-third by March 25, 1999; one-third by May 1, 1999;      and one-third by June 1, 1999. All other amounts owed under this Project      Memorandum to be paid by October 1, 1999.

SC&W's responsibilities, under this Project Memorandum, will include assisting MICOA with market assessment, distribution, and sales integration into Nevada. SC&W agrees not to serve in a strategic marketing capacity for another insurer





in Nevada while it is providing such services for MICOA or for a period of one year thereafter.

Terry, please countersign and return this letter to indicate your acceptance.

Sincerely,

MUTUAL INSURANCE CORPORATION OF AMERICA

/s/ Thomas C. Payne, M.D. ----------------------------------------- Thomas C. Payne, M.D. Secretary/Treasurer

ACCEPTED AND AGREED TO: STRATTON, CHEESEMAN & WALSH, INC.

/s/ Terrence L. Walsh ----------------------------------------- Terrence L. Walsh CEO
[A]:
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?