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

[Q]: EXHIBIT 10.2

               TOUCHSTAR SOFTWARE CORPORATION RESELLER AGREEMENT                             DATED SEPTEMBER 14, 2005

                         TOUCHSTAR SOFTWARE CORPORATION

                               RESELLER AGREEMENT

         This Reseller Agreement is made and entered into as of this 14 day of SEPTEMBER, 200_ (the Effective Date), by and between TOUCHSTAR SOFTWARE CORPORATION, a Delaware corporation with its principal place of business at 3025 South Parker Road, Suite 925, Aurora, Colorado 80014, United States (TouchStar), and WORLDWIDE STRATEGIES, a NEVADA corporation, with its principal place of business at 3801-E FLORIDA AVE STE 400 DENVER, CO 80210 (Reseller).

                                    RECITALS

A. TouchStar produces and distributes the TouchStar Software and provides the related Support Services.

B. Reseller has represented to TouchStar that it possesses experience, knowledge, and skill in the calling service industry and has the capability to effectively market and distribute the TouchStar Software and Support Services in the Territory.

C. Reseller desires to market and distribute the TouchStar Software to Customers as a non-exclusive value added reseller in the Territory pursuant to the terms contained in this Agreement.

                                    AGREEMENT

         NOW, THEREFORE, in consideration of the foregoing and the mutual promises set forth in this Agreement, and intending legally to be bound hereby, the parties agree as follows:

1. DEFINITIONS.

         In addition to the terms defined elsewhere in this Agreement, the following terms shall have the meanings set forth below (such meanings to be equally applicable to the singular as well as the plural forms of the terms defined):

         AAA has the meaning ascribed to that term in Section 10.12(b) of this Agreement.

         AAA Rules has the meaning ascribed to that term in Section 10.12(b) of this Agreement.

         Affiliate as used in this Agreement with respect to an Entity, means any person controlling, controlled by or under common control with such Entity. For the purpose of this definition, control means the possession, directly or indirectly, of the power to direct or cause the direction of an Entity, whether through the ownership of voting securities or otherwise.

         Agreement means this Reseller Agreement and the Exhibits attached hereto as the same may be amended from time to time in accordance with the terms set forth herein.

Rev 3/05

         Ancillary Software has the meaning ascribed to that term in Section 4.13 of this Agreement.

         Annual Marketing Plan has the meaning ascribed to that term in Section 4.3 of this Agreement.

         Assessment has the meaning ascribed to that term in Section 6.2 of





this Agreement.

         Confidential Information means any and all trade secrets and other confidential information and know-how related directly or indirectly to TouchStar's business or its products, including inventions, materials, formulae, confidential research, technical information, technology, general know-how, patterns, specifications, systems data, equipment, operating standards and procedures, developments and improvements, computer programs, operating systems, source code, object code, middleware, firmware, information regarding projects, programs and sales, names and addresses of past and present customers, pricing data, internal procedures, systems, methods forms, manuals, financial data, price lists, customer service information, marketing information, and all other information relating to TouchStar, the TouchStar Software, Support Services, or other products or services of TouchStar that is not generally known to the public.

     &bbsp;   Copyrights means all right, title, and interest of TouchStar in and to all copyrights and rights and interests in copyrights and works protectible by copyright, whether now owned or hereafter acquired or created by TouchStar (in whole or in part) and all renewals and extensions thereof, throughout the universe and in perpetuity, whether or not registered or recorded in the United States Copyright Office or in the copyright office or agency of any other country or jurisdiction and including all works based upon, incorporated in, derived from, incorporating or relating to all works covered by copyright, including copyrights or rights or interests in copyrights registered or recorded in the United States Copyright Office or in the copyright office or agency of any other country or jurisdiction.

         Customer means a third party end-user with headquarter offices in the Territory to whom or to which Reseller resells or causes the resale of the TouchStar Software and Support Services.

         Dollars or US$ means the lawful currency of the United States.

         Effective Date has the meaning ascribed to that term in the introductory paragraph of this Agreement.

         Entity means any general partnership (including a limited liability partnership), limited partnership (including a limited liability limited partnership), limited liability company, corporation, joint venture, trust, business trust, cooperative, association or any foreign trust or foreign business organization.

         Fees means the installation fees, licensing fees and support service fees owed by Reseller to TouchStar, as set forth on EXHIBIT A.

                                       2

         Government Controls means economic and other sanctions instituted by a Governmental Body related to certain transactions, such as the transfer of technology and technical data, the transfer of funds, the provisions of goods and services, and other dealings, including, but not limited to, sanctions administered by the United States government pursuant to the United States Export Administration Act, the United States Arms Export Control Act, the International Emergency Economic Powers Act, the United States Foreign Corrupt Practices Act of 1977, all as amended, and the USA PATRIOT Act, and the regulations promulgated thereunder and certain regulations promulgated by the United States Department of Treasury.

         Governmental Body means any (a) nation, state, country, or other jurisdiction of any nature, (b) national, federal, state, local, municipal, foreign, or other government, governmental, or quasi-governmental authority of any nature (including any governmental agency, branch, department, official, or entity and any court or other tribunal), or (c) body exercising, or entitled to exercise, any administrative, executive, judicial, legislative, police, regulatory, or taxing authority or power of any nature.

         Intellectual Property Rights means the Confidential Information of TouchStar, the Copyrights, the Patents, and the Trademarks.

         Legal Requirements means any national, federal, state, local, municipal, foreign, international, multinational, or other administrative order, law, constitutional law, ordinance, principle of law, regulation, statute, treaty, directive or decree, including Government Controls.

         License Agreement means the license agreement to be provided to each Customer with regard to the use by such Customer of the TouchStar Software, in the form of EXHIBIT B, attached to this Agreement.

         Licenses means those software and other licenses from third parties necessary lawfully to provide the Support Services.

         Marketing Materials has the meaning ascribed to that term in Section 3.2 of this Agreement.

         Other Reseller means any person or Entity acceptable to TouchStar in its sole discretion with whom or with which Reseller enters into an Other Reseller Agreement to promote, market, distribute, license and sell the TouchStar Software and Support Services to Customers in the Territory; PROVIDED that such person or Entity shall not be an end-user of either the TouchStar Software or the Support Services.

         Other Reseller Agreement has the meaning ascribed to that term in





Section 2.2(a)(i) of this Agreement.

         Patents means (a) all right, title and interest of TouchStar in and to all applicable Letters Patent and applications for Letters Patent and the inventions described therein and any Letters Patent which may issue therefrom and which have been or may have been filed in the United States or in any other country for any such inventions or for any improvements, reissues, divisions, continuations, renewals, additions, extensions, substitutes, continuations-in-part which may be made, filed, or

                                       3

granted on any of them, including the rights to all benefits therefrom arising under the International Convention for the Protection of Industrial Property or any other international treaty affecting such rights; (b) any right, title and interest of TouchStar in any utility model, design registration, trade secret, confidential research, development and commercial information, know-how, technical information, engineering, practical information, patterns, specifications, formulae, manufacturing procedures, quality control, data and procedures, systems' data, software programs, equipment, operating standards and applications, developments, and improvements; and (c) any rights to licenses or other benefits under any Letters Patent, applications for Letters Patent and/or invention, utility model registration, design registration and inventor's certificate anywhere in the world, whether or not patentable, which are obtained by TouchStar or to which TouchStar becomes entitled during the term of this Agreement.

         Private Label Software has the meaning ascribed to that term in Section 7.2 of this Agreement.

         Quotas has the meaning ascribed to that term in Section 4.11 of this Agreement.

         Registered Leads has the meaning ascribed to that term in Section 2.6 of this Agreement.

         Reseller has the meaning ascribed to that term in the introductory paragraph of this Agreement, including its legal representatives, successors, and assigns.

         Reseller Marks has the meaning ascribed to that term in Section 7.2 of this Agreement.

         Reverse Engineer means translate, disassemble, decompile, analyze, reverse engineer or reverse program, or otherwise attempt to derive the code or programming for the TouchStar Software or the Private Label Software.

         Specifications has the meaning ascribed to that term in Section 3.4(a) of this Agreement.

         Support Services means those support services related to the TouchStar Software as described in the attached EXHIBIT C.

         Technical Prerequisites has the meaning ascribed to that term in Section 3.4(b) of this Agreement.

         Term has the meaning ascribed to that term in Section 8.1 of this Agreement.

         Territory means the geographical region described in the attached EXHIBIT D.

         TouchStar has the meaning ascribed to that term in the introductory paragraph of this Agreement, including its legal representatives, successors, and assigns.

         TouchStar Intellectual Property Rights means the Copyrights, the Patents, and the Trademarks.

                                       4

         TouchStar Software means the software necessary for the operation of call center systems which is being licensed by TouchStar pursuant to this Agreement. In the event that TouchStar develops Private Label Software for Reseller, the term TouchStar Software, when the context so requires, shall include Private Label Software.

         Trademarks means all right, title and interest of TouchStar in and to (a) all trademarks, trade names, trade styles, service marks, logos, trade dress, unpatentable designs, and designations and indicia of any kind, now existing or hereafter adopted or acquired, and all registrations and recordings thereof, including applications, registrations, and recordings in the United States Patent and Trademark Office or in any similar office or agency of the United States, any state thereof, any other country or jurisdiction or any political subdivision thereof, all whether now owned or hereafter acquired by TouchStar and all reissues, extensions, or renewals thereof, and (b) any licenses of or licensing agreements (including registered user agreements) pertaining to any of the foregoing, together with all amendments, supplements, modifications or extensions thereof.

         United States means the United States of America and its territories





and possessions.

2. APPOINTMENT OF RESELLER.

     2.1  NONEXCLUSIVE RESELLER.  Subject to applicable Legal Requirements:

            (a) TouchStar hereby appoints Reseller as its nonexclusive value-                 added reseller for the limited purposes of promoting, marketing,                 distributing, licensing and selling the TouchStar Software and                 Support Services in the Territory, and Reseller accepts the                 appointment as such. Reseller shall have the right under this                 Agreement to promote, market, distribute, license and sell the                 TouchStar Software and Support Services to Customers in the                 Territory. TouchStar reserves the right to provide the TouchStar                 Software and Support Services to other customers in the                 Territory and/or to appoint additional distributors or                 representatives in all or any part of the Territory.

     2.2  OTHER RESELLERS.  Subject to applicable Legal Requirements and to the           provisions of this Section 2.2:

            (a) Reseller may promote, market, distribute, license and sell                 TouchStar Software and Support Services in the Territory through                 Other Resellers; PROVIDED that:

                  (i)   Reseller notifies TouchStar in writing in respect of                         each Other Reseller that Reseller intends to use to                         promote, market, distribute, license and sell TouchStar                         Software and Support Services in the Territory;

                  (ii)  TouchStar approves in writing each Other Reseller that                         Reseller intends to use to promote, market, distribute,                         license and sell TouchStar Software and Support Services                         in the Territory, which approval TouchStar may grant in                         its sole discretion;

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                  (iii) Reseller enters into a binding written agreement with                         each Other Reseller (the Other Reseller Agreement),                         which Other Reseller Agreement incorporates the terms,                         conditions, duties, rights and obligations of this                         Agreement;

                  (iv)  Reseller provides to TouchStar a fully executed copy of                         each Other Reseller Agreement;

                  (v)   each Other Reseller shall promote, market, distribute,                         license and sell the TouchStar Software and the Support                         Services only in the Territory and only in accordance                         with the provisions of this Agreement, including, but                         not limited to, delivery of License Agreements to                         Customers, and compliance with Legal Requirements and                         Government Controls; and

                  (vi)  Reseller shall terminate any Other Reseller Agreement in                         the event that the Other Reseller to whom or to which                         the Other Reseller Agreement relates fails to comply                         with the terms and conditions of such Other Reseller                         Agreement or this Agreement. Any Other Reseller shall                         obtain the TouchStar Software and the Support Services                         directly from the Reseller.

            (b) Reseller shall be responsible for all actions of Other Resellers                 with regard to the promotion, marketing, distribution, licensing                 and sale of TouchStar Software. Reseller shall be liable for any                 unauthorized or illegal use of the TouchStar Software by any                 Other Reseller, including, but not limited to, any actions or                 attempts to Reverse Engineer the TouchStar Software and any                 promotion, marketing, distribution, licensing or sale of the                 TouchStar Software in violation of Government Controls or other                 Legal Requirements.

            (c) No Other Reseller shall have the right to use, copy, modify,                 alter or Reverse Engineer any TouchStar Software whatsoever, and                 Reseller shall take all necessary steps to ensure that all acts                 or any Other Reseller related in any way to the TouchStar                 Software are consistent with the terms and conditions of this                 Agreement.

     2.3  RESELLER'S OBLIGATION NOT TO COMPETE. Reseller shall not obtain the           TouchStar Software or Support Services (or any software or services           which compete with the TouchStar Software) for sale from any Entity           other than TouchStar or its authorized agents. Nothing contained in           this Agreement is intended to limit Reseller from responding to           unsolicited requests from Customers from outside of the Territory;           PROVIDED, HOWEVER, that Reseller shall (a) immediately notify           TouchStar upon receipt of any such request and (b) not seek customers           of TouchStar Software or Support Services in any other location other           than in the Territory. Reseller shall not sell TouchStar Software or           Support Services to any person or Entity outside the Territory or           within the Territory if, to Reseller's knowledge, any such person or           Entity intends to resell the TouchStar Software or Support Services           outside of the Territory. Reseller shall not import, promote,





          distribute, license, market or sell any products in

                                       6

          the Territory which directly compete with the TouchStar Software or           Support Services.

     2.4  CHANGES IN TOUCHSTAR SOFTWARE AND SUPPORT SERVICES. TouchStar shall           have the right at any time and from time to time, in its sole           discretion, (a) to change the TouchStar Software or Support Services           included within the scope of this Agreement by providing written           notice to Reseller at least thirty (30) days prior to the date the           change becomes effective and (b) to change the design, capabilities or           other characteristics of the TouchStar Software or Support Services,           or discontinue the production or marketing of all or any portion of           the TouchStar Software or Support Services, without prior notice of           any kind. Upgrades and enhancements to the TouchStar Software or           Support Services shall automatically be deemed included as TouchStar           Software or Support Services, as applicable, unless TouchStar notifies           Reseller otherwise.

     2.5  USE OF TOUCHSTAR SOFTWARE.

            (a) TouchStar hereby grants to Reseller, with the additional right                 to grant to Other Resellers who or which enter into an Other                 Reseller Agreement, the nontransferable and nonexclusive right                 and license to use one copy of the TouchStar Software as                 necessary to demonstrate the TouchStar Software to potential                 Customers in the Territory. Reseller shall not copy, modify,                 alter, Reverse Engineer or transfer, electronically or                 otherwise, any TouchStar Software.

            (b) TouchStar reserves the absolute right, without providing notice                 to Reseller, to include software code or other markings in the                 TouchStar Software (and the Private Label Software) to assist                 TouchStar in monitoring the compliance by Reseller and Other                 Resellers with their respective obligations not to copy, modify,                 alter, modify or Reverse Engineer the TouchStar Software. In                 addition, in order to protect TouchStar's rights in and to the                 TouchStar Software, THE TOUCHSTAR SOFTWARE MAY CONTAIN A                 PROPRIETARY SCHEME THAT ALLOWS TOUCHSTAR TO DISABLE USE OF THE                 TOUCHSTAR SOFTWARE BY RESELLER, ANY OTHER RESELLER, OR CUSTOMER.                 TOUCHSTAR MAY DISABLE THE TOUCHSTAR SOFTWARE IN THE EVENT THAT                 TOUCHSTAR DISCOVERS THAT RESELLER OR ANY OTHER RESELLER HAS, OR                 HAS ATTEMPTED TO, COPY, MODIFY, ALTER OR REVERSE ENGINEER THE                 TOUCHSTAR SOFTWARE.

     2.6  LEADS FOR TOUCHSTAR SOFTWARE. Reseller shall solicit orders for           TouchStar Software from potential Customers and shall submit such           leads in writing to TouchStar (the Registered Leads). No Registered           Leads shall be binding on TouchStar until accepted by TouchStar, and           TouchStar reserves the right to reject any order or to cancel the same           or any part of it after acceptance, for credit or for any other reason           whatsoever deemed by TouchStar to be sufficient. Each Registered Lead           shall include: (a) the name, address and telephone number of the           Customer; (b) a list of the TouchStar Software and Support Services to           be provided; (c) the delivery address for

                                       7

          the TouchStar Software, whether to Reseller or Customer; (d) the           proposed shipment date; and (e) a reference to this Agreement.

     2.7  LEAD TIMES. Registered Leads shall be submitted at least thirty (30)           days prior to the requested shipping date for any TouchStar Software           or Support Services.

3. TOUCHSTAR'S DUTIES.

     3.1  AVAILABILITY OF SUPPORT SERVICES. TouchStar shall use reasonable           commercial efforts to maintain or cause to be maintained the           availability of the TouchStar Software and Support Services to           Customers in the Territory.

     3.2  MARKETING AND PROMOTIONAL LITERATURE. TouchStar shall provide to           Reseller marketing presentations and other literature prepared by           TouchStar in the ordinary course of business describing the TouchStar           Software and Support Services in order to assist Reseller in the           marketing of the Support Services in the Territory (the Marketing           Materials). The Marketing Materials will contain some or all of the           Trademarks. Reseller may include its trademarks, service marks or           other logos on the Marketing Materials; provided that Reseller may not           remove, replace or otherwise modify the Trademarks included on such           Marketing Materials.

     3.3  LICENSES. TouchStar shall grant to Reseller those Licenses necessary           for Reseller to provide Support Services to Customers. TouchStar shall           charge to Reseller the cost incurred by TouchStar to obtain such           Licenses.

     3.4  INSTALLATION.





            (a) At the request and on behalf of Reseller and any Other Reseller,                 TouchStar will install call center systems at Customer                 locations; PROVIDED that (i) TouchStar and Reseller or any Other                 Reseller, as applicable, agree in writing on the configuration                 of such call center systems (the Specifications) and (ii)                 Reseller and any Other Reseller informs the Customer that                 TouchStar is installing the call center system on behalf of such                 Reseller or any Other Reseller.

            (b) TouchStar will use reasonable commercial efforts to install the                 call center system on behalf of Reseller or any Other Reseller                 in a timely fashion. However, TouchStar and Reseller or any                 Other Reseller recognize and agree that the installation of the                 call center system depends on (i) TouchStar receiving certain                 information and data from Customer, (ii) Customer providing on a                 timely basis the necessary technical prerequisites for the                 installation of the call center system, such as T-1 lines,                 cabling and workstations (the Technical Prerequisites), and                 (iii) the number and type of any change orders requested by the                 Customer during the installation of the call center system.                 TouchStar will not be responsible for any delays in the                 installation of the call center system based on whole or in part                 on (i) delays by the Customer in providing information and data                 to TouchStar required for the installation of the call center                 system, (ii) the delay or failure by the Customer

                                       8

                to provide the Technical prerequisites, and (iii) any change                 orders requested with regard to the call center system.

4. RESELLER'S DUTIES.

     4.1  TECHNICAL AND SALES CAPABILITIES. Reseller acknowledges that the           proper marketing and support of the TouchStar Software and Support           Services requires substantial expertise and commitment. Reseller shall           at all times during the term of this Agreement, at its expense,           maintain the ability (a) to provide competent and adequate technical           assistance, service and support, (b) to explain in detail to its           Customers the features and capabilities of the Support Services, (c)           to assist Customers in determining which configuration of the Support           Services will best meet their particular needs and desires, and (d)           otherwise to carry out its obligations under this Agreement.

     4.2  DISTRIBUTION OF TOUCHSTAR SOFTWARE AND SUPPORT SERVICES. Reseller           shall use its best endeavors to vigorously promote and resell the           TouchStar Software and Support Services within the Territory.

     4.3  MARKETING PLAN. Reseller shall be responsible for developing and           implementing an annual marketing plan and system for reselling the           TouchStar Software and the Support Services (the Annual Marketing           Plan), which Annual Marketing Plan shall, prior to any use by           Reseller, be approved by TouchStar. The Annual Marketing Plan shall be           submitted to TouchStar no later than thirty (30) days after the           Effective Date.

     4.4  MARKETING PRACTICES. Reseller shall at all times conduct its business           in a manner that reflects favorably on the TouchStar Software, the           Support Services and upon TouchStar's name, goodwill, and reputation.           Reseller shall demonstrate and otherwise represent the TouchStar           Software and the Support Services fairly in comparison with           competitive products and shall not make any false or misleading           comparisons or representations regarding the TouchStar Software or the           Support Services or any representations relating to the TouchStar           Software or the Support Services that are inconsistent with           TouchStar's product literature, or warranties. Reseller shall not           engage in any illegal, deceptive, misleading, or unethical practices           that may be detrimental to TouchStar.

     4.5  PRODUCT LITERATURE. Subject to the provisions of Section 3.2, Reseller        &bbsp;  shall have the right to use and distribute the Marketing Literature to           Customers. In the event Reseller desires to use, in connection with           sales of the Support Services, any literature, technical data, price           lists, promotional materials, or similar materials (including, for           example, any materials written in any language other than English)           other than the Marketing Materials, Reseller shall prepare such           materials at its expense. All such materials shall be submitted to           TouchStar for approval, and Reseller shall not use, in connection with           the sale of the Support Services, any materials that have not been           prepared or approved by TouchStar.

     4.6  CUSTOMER ASSISTANCE. Reseller, at its expense, shall provide           assistance to its Customers in connection with the TouchStar Software           and Support Services,

                                       9

          including installation assistance, direction regarding the operation           of the TouchStar Software and Support Services, and other similar           assistance.

     4.7  SOFTWARE LICENSE AGREEMENT. Reseller and each Other Reseller shall





          deliver to each Customer a copy of the License Agreement. TouchStar           shall have the right to modify the terms and conditions of the License           Agreement from time to time, in the sole discretion of TouchStar. Upon           request from TouchStar, Reseller and each Other Reseller shall deliver           the License Agreement prior to delivery of the TouchStar Software and           Support Services. Reseller shall provide TouchStar with the name and           address of each Customer who or which receives a copy of the License           Agreement, whether from Reseller or from an Other Reseller.

     4.8  REPORTS, FORECASTS. As frequently as TouchStar reasonably requests           (but in no event less than quarterly), Reseller shall provide to           TouchStar written reports showing (a) Reseller's current Customers for           TouchStar Software and Support Services, (b) forecasts of Reseller's           anticipated orders for TouchStar Software and Support Services, and           (c) any other information regarding the TouchStar Software and Support           Services and the resale of TouchStar Software and Support Services           that TouchStar reasonably requests. All expenses associated with such           written reports shall be borne by Reseller.

     4.9  NOTIFICATION. Reseller shall report promptly to TouchStar concerning           any market information that comes to Reseller's attention regarding           TouchStar, the TouchStar Software or the Support Services, including           information regarding TouchStar's market position and the           competitiveness of the TouchStar Software or the Support Services in           the marketplace. Reseller shall report promptly to TouchStar all           claimed or suspected defects in the TouchStar Software or Support           Services and shall notify TouchStar in writing of any claim or           proceeding involving the TouchStar Software or Support Services within           five (5) days after Reseller learns of the claim or proceeding.

     4.10 COMPLIANCE WITH LAWS. Reseller and each Other Reseller shall conduct           its business in compliance with all applicable laws and regulations in           any way related to the Support Services, and performance of Reseller's           duties under this Agreement. Without limiting the generality of the           foregoing, Reseller shall:

            (a) Comply with all applicable international, national, regional and                 local laws and rules in and of the Territory now in effect or                 hereafter enacted or issued relating to the TouchStar Software                 and the Support Services;

            (b) Comply with any requirement for the registration or recording of                 this Agreement with any Governmental Body in the Territory;

            (c) Give proper weight and consideration to the interests of                 TouchStar in all dealings;

            (d) Comply at all times, and cause persons under its control to                 comply at all times, with any and all Government Controls and                 other Legal Requirements;

                                       10

            (e) Refrain from any action or omission which will cause TouchStar                 to be in violation of any law of any jurisdiction in the                 Territory or of any other Legal Requirement, including                 Government Controls.

     4.11 PERFORMANCE QUOTAS. Each Annual Marketing Plan developed by Reseller           during the term of this Agreement and any extension thereof shall           contain quotas mutually agreed between TouchStar and Reseller for the           sale by Reseller of TouchStar Software and Support Services in the           Territory for the year to which such Annual Marketing Plan relates           (the Quotas). Reseller acknowledges that meeting the Quotas is an           essential element of this Agreement and that this Agreement may be           terminated by TouchStar if, in TouchStar's reasonable opinion,           Reseller will not meet the Quotas during the Term or any extension           thereof.

     4.12 INSURANCE. At a minimum, Reseller will subscribe for and maintain           during the Term and for a period of two (2) years thereafter,           commercial general liability insurance and errors and omission           insurance in minimum amounts of Two Million Dollars (US$2,000,000) per           occurrence. Reseller will cause its insurance agent or broker to issue           and deliver to TouchStar certified copies of certificates evidencing           that insurance coverage of the required types and limits are in full           force and effect. Reseller will ensure that any persons or entities           engaged by or employed by it will carry and maintain such insurance           coverage. Each policy will include a provision requiring notice to the           other party at least thirty (30) days prior to any cancellation,           non-renewal, or material modification of the policy and will require           that each policy will name TouchStar as an additional insured.

     4.13 ANCILLARY SOFTWARE. Reseller shall have the right to develop ancillary           software compatible with the TouchStar Software for the use of its           Customers, including, but not limited to translations of the TouchStar           Software for use in languages other than English (the Ancillary           Software). In the event Reseller decides to develop Ancillary           Software, Reseller shall give TouchStar thirty (30) days notice of its           intent to develop the Ancillary Software. TouchStar, at its sole           discretion may decide to assist with the development of the Ancillary           Software. TouchStar shall own all Ancillary Software.





     4.14 TECHNICAL PREREQUISITES. In the event that TouchStar installs call           center systems on behalf of Reseller, Reseller shall provide to           TouchStar any and all information on Technical Prerequisites           reasonably requested by TouchStar in order to assist TouchStar in the           installation of the applicable call center system.

     4.15 COVENANT NOT TO SOLICIT. During the Term, and for a period of one year           following the termination or expiration of this Agreement, Reseller           will not, directly or indirectly, make an offer of employment to any           current employee of TouchStar or otherwise encourage or solicit any           current employee of TouchStar to leave the employ of TouchStar for any           reason, or to devote less than all of such employee's efforts to the           affairs of TouchStar, without (a) the prior written agreement of           TouchStar, which TouchStar may grant in its sole discretion, and (b)           the payment by Reseller to TouchStar of a mutually agreeable severance           fee. Reseller will not make an offer of

                                       11

          employment to any former employee of TouchStar for a period of four           (4) months after such employee leaves the employ of TouchStar. In the           event that a court of competent jurisdiction refuses to enforce all or           any portion of this Section 4.15, then such unenforceable portion will           be eliminated or modified, but only to the extent necessary to permit           the remaining portion of this Section 4.15 to be enforced. In the           event that any provisions of this Section 4.15 are deemed to exceed           the time, geographic or scope limitations permitted by applicable law,           such provisions will be reformed to the maximum time, geographic or           scope limitations, as the case may be, permitted by applicable law.

5. TECHNICAL ASSISTANCE.

     5.1  TOUCHSTAR SOFTWARE INFORMATION. TouchStar shall make available to           Reseller in English such technical information relating to the           TouchStar Software as it makes available to its other Resellers           generally. Reseller is not entitled to receive any source code or           other technical information relating to the TouchStar Software.

     5.2  UPGRADE OF RESELLER'S CUSTOMERS. Reseller shall use reasonable           commercial efforts to upgrade the software used by its Customers prior           to the Effective Date to the TouchStar Software. At Reseller's           request, TouchStar shall provide to Reseller and its employees           assistance relating to the upgrade of software used by Reseller's           Customers as of the Effective Date.

     5.3  ADDITIONAL ASSISTANCE. TouchStar shall provide to Reseller, the Other           Resellers, and its and their employees assistance relating to the           TouchStar Software as reasonably requested by Reseller, but in any           event in an amount not to exceed twenty (20) hours of assistance per           month. In the event TouchStar provides assistance to Reseller related           to technical aspects of the TouchStar Software or related to the           preparation of literature, technical aspects of the TouchStar Software           or related to the preparation of literature, technical materials or           promotional materials, Reseller shall promptly reimburse TouchStar for           any out-of-pocket expenses incurred by TouchStar in connection with           rendering such assistance, including all travel expenses, lodging, and           meals. TouchStar may also charge reasonably hourly or per diem rates           for some or all of the services rendered under this provision,           provided that TouchStar notifies Reseller before the services are           rendered of the rates that will apply to the services. Nothing in this           Section 5.3 shall be construed to obligate TouchStar to provide           assistance of any kind to Reseller. In the event TouchStar agrees to           provide assistance, the assistance shall at all times be subject to           the availability of TouchStar's personnel.

6. TERMS AND CONDITIONS OF SALE.

     6.1  PRICE AND PAYMENT.

            (a) TouchStar shall sell the TouchStar Software and Support                 Services, and provide for the installation of call center                 systems, for the Fees. The Fees shall be valid only for                 TouchStar Software and Support Services sold by Reseller or                 Other Resellers to Customers, and the installation of call                 center systems on

                                       12

                behalf of Reseller and any Other Resellers at Customer                 locations, in the Territory during the Term. TouchStar shall                 have the right at any time and from time to time to change the                 Fees by providing to Reseller written notice at least thirty                 (30) days prior to the date the change becomes effective.                 TouchStar may change the Fees from time to time in its sole                 discretion; PROVIDED, HOWEVER, that new Fees shall not apply to                 any agreement to provide Support Services accepted by TouchStar                 before Reseller receives notice of the change.

            (b) TouchStar will invoice Reseller for payment of the Fee incurred                 within ten (10) days after the end of each billable month.





                Payment of the Fees shall be due and payable within ten (10)                 days of the date of the invoice. All or any portion of the Fees                 not paid when due shall bear interest at the rate of one and                 one-half (1.5%) per month, calculated from the date such payment                 is due until the date on which such payment is made, inclusive;                 PROVIDED, HOWEVER, that if such interest rate exceeds the amount                 allowed by applicable law, then the interest rate shall be                 adjusted to reflect the maximum amount allowed by such                 applicable law.

     6.2  ASSESSMENTS. Reseller shall pay when due, and indemnify and hold           TouchStar harmless from any and all taxes, value added taxes, general           service taxes, duties, assessments and other fees associated with the           providing by Reseller of the TouchStar Software and the Support           Services, and the installation of call center systems on behalf of           Reseller, to Customers in the Territory pursuant to this Agreement           (Assessments). If Reseller fails to pay any Assessments when due,           and TouchStar receives any Assessment from any Governmental Body, then           TouchStar shall give written notice of the Assessment to Reseller.           Failure by Reseller immediately to pay such Assessment may, in           TouchStar's sole discretion, result in the immediate termination of           this Agreement.

     6.3  OTHER TERMS AND CONDITIONS. The terms and conditions of this Agreement           and of the applicable TouchStar invoice or confirmation shall apply to           all TouchStar Software and Support Services, and the installation of           call center systems, provided by TouchStar under this Agreement. Terms           in Reseller's purchase orders and other printed forms shall not apply           to any order, notwithstanding TouchStar's acknowledgment or acceptance           of the order. In the event of any conflict between the terms of this           Agreement and any standard forms of either TouchStar or Reseller, the           terms of this Agreement shall govern. Reseller shall not, and is not           authorized to, make any warranties as to the TouchStar Software and           Support Services, or with regard to the installation of call center           systems by TouchStar, and any warranties exceeding the scope of           TouchStar warranties shall be null and void, subject only to contrary           legal requirements applicable to the Territory.

     6.4  LIMITED WARRANTY. TouchStar warrants that (a) with regard to the           TouchStar Software, (i) TouchStar will convey good title to the           TouchStar Software free and clear of any claims, liens, security           agreements or other encumbrances and (ii) for a period of ninety (90)           days after delivery, the TouchStar Software will perform in all

                                       13

          material respects with the specifications contained in TouchStar's           technical literature with regard to the TouchStar Software, (b) the           Support Services will be provided in a good and workmanlike manner           consistent with industry practices, and (c) with regard to call center           systems installed by TouchStar, (i) TouchStar will convey good title           to the call center system free and clear of any claims, liens,           security agreements or other encumbrances and (ii) the call center           system will be installed in a good and workmanlike manner           substantially in conformance with the Specifications. EXCEPT AS           PROVIDED IN THIS SECTION 6.4, TOUCHSTAR DOES NOT WARRANT THE TOUCHSTAR           SOFTWARE OR SUPPORT SERVICES, OR THE INSTALLATION OF ANY CALL CENTER           SYSTEM, TO RESELLER, ANY OTHER RESELLER OR ANY CUSTOMER. TOUCHSTAR           MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, RELATING THERETO.           TOUCHSTAR IS UNAWARE OF THE USE OF ANY CALL CENTER SYSTEM INSTALLED&bbsp;BY           TOUCHSTAR. TOUCHSTAR MAKES NO REPRESENTATION OR WARRANTY OF ANY KIND           WHATSOEVER WITH REGARD TO THE USE OF ANY CALL CENTER SYSTEM, INCLUIDNG           WHETHER THE USE OF THE CALL CENTER SYSTEM CONFORMS TO APPLICABLE           FEDERAL, STATE AND LOCAL LAWS. RESELLER BEARS SOLE RESPONSIBILITY TO           DETERMINE WHETHER THE USE OF A CALL CENTER SYSTEM BY A CUSTOMER           COMPLIES WITH APPLICABLE FEDERAL STATE AND LOCAL LAWS. SHOULD           APPLICABLE LAW NOT PERMIT THE FOREGOING EXCLUSION OF EXPRESS OR           IMPLIED WARRANTIES, THEN TOUCHSTAR HEREBY GRANTS THE MINIMUM EXPRESS           AND IMPLIED WARRANTIES REQUIRED BY SUCH APPLICABLE LAW.

     6.5  LIMITATION OF LIABILITY. IN NO EVENT SHALL TOUCHSTAR BE LIABLE TO           RESELLER, ANY OTHER RESELLER OR ANY CUSTOMER BY REASON OF ANY           REPRESENTATION OR IMPLIED WARRANTY, CONDITION, OTHER TERM, OR ANY DUTY           AT COMMON LAW, OR UNDER THE TERMS OF THIS AGREEMENT, FOR ANY DIRECT,           INDIRECT, SPECIAL, CONSEQUENTIAL OR PUNITIVE LOSS OR DAMAGE (WHETHER           FOR LOSS OF PROFIT OR OTHERWISE) ARISING OUT OF OR IN CONNECTION WITH           ANY ACT OR OMISSION OF TOUCHSTAR RELATING TO THE DEVELOPMENT,           MANUFACTURE, OR SUPPLY OF THE TOUCHSTAR SOFTWARE, THE SERVICES, OR THE           INSTALLATION OF ANY CALL CENTER SYSTEM, THEIR RESALE BY RESELLER, OR           THEIR USE BY ANY CUSTOMER OR OTHER END USER. TOUCHSTAR SHALL NOT BE           LIABLE FOR THE PROVISION OF SERVICES BY RESELLER OR ANY OTHER           RESELLER, OR ANY ALTERATIONS OR MODIFICATIONS BY RESELLER TO THE           TOUCHSTAR SOFTWARE OR ANY CALL CENTER SYSTEM. THE SOLE OBLIGATION OF           TOUCHSTAR, AND THE SOLE REMEDY OF RESELLER OR ANY OTHER RESELLER,           UNDER THIS AGREEMENT SHALL BE (A) WITH REGARD TO THE TOUCHSTAR           SOFTWARE OR ANY CALL CENTER SYSTEM, THE REPLACEMENT OR REPAIR OF THE           TOUCHSTAR SOFTWARE OR THE CALL CENTER SYSTEM OR, AT THE OPTION OF           TOUCHSTAR, THE RETURN OF THE PURCHASE PRICE PAID BY RESELLER

                                       14

          FOR SUCH TOUCHSTAR SOFTWARE OR CALL CENTER SYSTEM AND (B) WITH REGARD





          TO SERVICES, THE REPERFORMANCE OF THE SERVICES.

7. INTELLECTUAL PROPERTY RIGHTS.

     7.1  OWNERSHIP OF INTELLECTUAL PROPERTY.

            (a) Reseller acknowledges that TouchStar owns or has rights to                 license the intellectual property and proprietary rights in, to,                 and relating to the TouchStar Software and Support Services,                 including, but not limited to, the Intellectual Property Rights.

            (b) To the extent that Reseller or any Other Reseller is deemed to                 be the owner of all or any portion of the TouchStar Software,                 any Intellectual Property Rights of TouchStar or any Ancillary                 Software, or any improvements or intellectual property rights                 related thereto pursuant to applicable law, Reseller (i) hereby                 assigns exclusively to TouchStar all rights of Reseller in and                 to such Software and any improvements and intellectual property                 rights related thereto royalty-free and exclusively and (ii)                 shall include in any Other Reseller Agreement provision by which                 any Other Reseller grants to TouchStar an exclusive, perpetual,                 irrevocable, royalty-free assignment of all deemed rights of                 such Other Reseller in and to such TouchStar Software, Ancillary                 Software and Intellectual Property Rights. Reseller shall                 execute, and shall cause any Other Reseller to execute, any such                 documents and instruments necessary to vest in TouchStar the                 deemed ownership rights of Reseller or Other Reseller in and to                 any TouchStar Software, Ancillary Software or Intellectual                 Property Rights, and any improvements or intellectual property                 rights related thereto.

     7.2  PRIVATE LABELING. At the request of Reseller, TouchStar shall use           reasonable commercial efforts to provide a private label version of           the TouchStar Software (the Private Label Software) using logos,           trademarks, trade names or service marks owned by Reseller or to which           Reseller has exclusive rights (the Reseller Marks). Reseller           represents and warrants that Reseller has valid legal ownership and           other exclusive rights to the Reseller Marks. Reseller grants to           TouchStar a right and license to use the Reseller Marks in the           preparation of the Private Label Software. Reseller shall have the           right to promote, market, distribute and resell the Private Label           Software pursuant to the terms and conditions of this Agreement.           Reseller shall reimburse TouchStar for all costs and expenses incurred           by TouchStar in making the Private Label Software available to           Reseller. Except for the Reseller Marks, TouchStar shall retain all           right, title and interest in and to the Private Label Software.           Reseller shall indemnify, defend and hold harmless TouchStar, its           Affiliates, and its and their respective directors, officers,           employees, agents and representatives from and against any and all           claims, suits, proceedings, costs and expenses arising out of or           relating to the use by TouchStar of the Reseller Marks. TouchStar may           include in the Private Label Software a legend to the effect that           TouchStar owns the Private Label Software.

                                       15

     7.3  USE OF TOUCHSTAR INTELLECTUAL PROPERTY RIGHTS. Reseller shall use the           Intellectual Property Rights only to refer to the TouchStar Software           in accordance with TouchStar's policies as announced from time to           time. In particular, and without limitation, Reseller shall not (a)           remove Trademarks from any Marketing Materials, (b) include any           Trademarks or other Intellectual Property Rights in any promotional           literature prepared by Reseller without the express written consent of           TouchStar; (c) dispute or deny the validity of any of the Intellectual           Property Rights (including any attempt to register or record the same           in any jurisdiction), (d) do any act or omit to do any act whereby           TouchStar's right, title, and interest in the Intellectual Property           Rights may become invalidated or otherwise adversely affected, (e)           alter, remove, destroy, conceal, or tamper with any Trademarks, (f)           use any Intellectual Property Rights in any way which might prejudice           their distinctiveness or validity or goodwill of TouchStar therein,           (g) use in relation to Support Services any patents, copyrights,           trademarks, or trade names other than the Intellectual Property Rights           without TouchStar's prior written consent, or (h) use in the Territory           any trademarks or trade names so resembling any Trademark of TouchStar           as to be likely to cause confusion or deception. Upon expiration or           termination of this Agreement, Reseller shall immediately cease all           use of the Intellectual Property Rights and shall not thereafter use           any of them or any intellectual property rights confusingly similar to           the Intellectual Property Rights.

     7.4  USE OF CONFIDENTIAL INFORMATION. Reseller acknowledges that it may           receive, during the term of this Agreement, certain Confidential           Information belonging to TouchStar. Reseller recognizes that such           Confidential Information is proprietary to TouchStar and very           valuable, having involved the expenditure of substantial amounts of           money and the use of skilled experts over a long period of time.           Reseller shall hold TouchStar's Confidential Information in strict           confidence and shall not use or disclose any Confidential Information,           or permit any person to examine or copy any Confidential Information,           regardless of the manner in which Reseller gained access to it, except           as necessary for the performance of Reseller's obligations under this           Agreement.





     7.5  PROTECTION OF CONFIDENTIAL INFORMATION. Reseller shall protect           TouchStar's Confidential Information with the utmost care and shall           cause its employees, agents, and independent contractors having access           to such Confidential Information to sign confidentiality agreements           requiring them to comply with all the terms of this Article 7.

     7.6  INFRINGEMENT CLAIMS. Reseller shall promptly notify TouchStar of any           known or suspected breach of the Intellectual Property Rights and           shall cooperate (without charge for personal time incurred) in           TouchStar's efforts to protect such TouchStar Intellectual Property           Rights. TouchStar shall defend any action brought against Reseller           based on an allegation that any TouchStar Software infringes a United           States or foreign Patent, Copyright, or Trademark, and TouchStar shall           pay all costs and damages made in settlement or awarded as a result of           any such action. If a final injunction shall be obtained in any such           action restraining use of the TouchStar Software by any Customer, or           if TouchStar believes that any TouchStar Software is

                                       16

          likely to become the subject of a claim of infringement, TouchStar           shall, at its option and at its expense, (a) procure for Reseller's           Customer the right to continue using the TouchStar Software, (b)           replace or modify the TouchStar Software so that it becomes           non-infringing, or (c) repurchase the TouchStar Software on a           depreciated (five-year straight line) basis. Notwithstanding the           foregoing, TouchStar shall have no obligation with respect to any           action brought against Reseller based on an allegation of Patent,           Copyright, or Trademark infringement unless TouchStar is promptly           notified by Reseller in writing of such action and is allowed complete           control of the defense of such action and all negotiations for its           settlement or compromise. This Section 7.6 states TouchStar's entire           liability with respect to infringement of Patents, Copyrights, or           Trademarks.

     7.7  EQUITABLE REMEDIES. Reseller acknowledges that TouchStar will be           irreparably harmed by any breach of the provisions of this Section 7.           Therefore, in addition to any other remedies that TouchStar may have,           TouchStar shall be entitled to an injunction, issued by any court of           competent jurisdiction, wherever located, restraining any violation of           this Section 7 or specified performance if applicable. Reseller hereby           waives, with respect to any future dispute related to this Section 7,           any defense based on the argument that TouchStar will not be           irreparably harmed by a breach or that TouchStar has available to it           an adequate remedy for damages.

     7.8  RESELLER'S OBLIGATIONS AS TO CONFIDENTIAL INFORMATION AFTER           TERMINATION. All obligations of Reseller relating to TouchStar           Confidential Information shall survive the expiration or termination           of this Agreement. Promptly upon expiration or termination of this           Agreement, Reseller shall not have a right of retention with respect           to, and shall return to TouchStar, all materials in Reseller's           possession or control that represent or contain Confidential           Information, including all memoranda, computer programs, documents,           notes, and every other medium. Reseller shall not retain for its own           use or the use of any third party any such materials or any copies           thereof.

8. TERM AND TERMINATION.

     8.1  TERM OF AGREEMENT. This Agreement shall continue in force for a term           of twelve (12) months from the Effective Date, unless terminated           earlier under the provisions of this Article 8 (the Term); PROVIDED           that TouchStar shall have the right to terminate this Agreement at any           time after the Effective Date upon not less than fifteen (15) days'           prior written notice to Reseller. Prior to the end of the Term, each           of TouchStar and Reseller may notify the other if it desires to           negotiate a further agreement by written request received at least           ninety (90) days in advance of the termination of this Agreement. If           both parties desire to negotiate a further agreement, they may           consider the terms of this Agreement in coming to an understanding.           Nothing in this Agreement shall be construed to obligate either party           to renew or extend the term of this Agreement. Renewals for additional           terms, if any, shall not cause this Agreement to be construed as an           agreement of indefinite duration.

     8.2  TERMINATION AT TOUCHSTAR OPTION. TouchStar may terminate this           Agreement upon the occurrence and continuation of any of the following           events, with the understanding

                                       17

          that, if no cure period specifically is stated with regard to an           event, then no cure period for such event applies:

            (a) Reseller fails to make any payment of Fees due to TouchStar                 under this Agreement and such failure remains unremedied for a                 period of ten (10) days;

            (b) Reseller breaches any of its other obligations under this                 Agreement and such breach remains unremedied for a period of





                thirty (30) days;

            (c) Reseller or any Other Reseller takes any action to Reverse                 Engineer the TouchStar Software;

            (d) Reseller fails to comply with applicable Legal Requirements,                 including Government Controls;

            (e) Reseller fails to reach the Quotas established by the parties;

            (f) Reseller repeatedly breaches any of its obligations under this                 Agreement, even though Reseller remedies each such breach within                 the applicable time period specified above;

            (g) Reseller fails to execute an Other Reseller Agreement with any                 Other Reseller;

            (h) Reseller or any Other Reseller fails to deliver a License                 Agreement to a Customer;

            (i) Reseller fails to indemnify TouchStar, its Affiliates and its                 and their respective directors, officers, employees, agents and                 representatives for any claims related to or arising under any                 Other Reseller Agreement or the use by TouchStar of the Reseller                 Marks;

            (j) Reseller is negligent in the fulfillment of its obligations to                 market and resell the TouchStar Software;

            (k) Reseller breaches any of its obligations relating to the                 Intellectual Property Rights or Confidential Information;

            (l) Reseller, any of Reseller's officers, directors, or                 shareholders, or any entity controlling, controlled by or under                 common control with Reseller promotes, sells, or offers for sale                 any product or other item that is, in TouchStar's reasonable                 opinion, competitive with or capable of being substituted for                 any of the TouchStar Software; or Reseller engages in overt or                 subvert forms of boycott of the TouchStar Software, including                 the offer for sale of any product or other item that is, in                 TouchStar's reasonable opinion, competitive with or capable of                 being substituted for any of the TouchStar Software;

            (m) In the event of a sale, conveyance, transfer or other                 disposition, in any transaction or series of transactions that                 results, directly or indirectly, in a

                                       18

                change of fifty percent (50%) or more of the aggregate voting                 power in Reseller as such existed on and as of the Effective                 Date;

            (n) Reseller is merged or consolidated with any other entity or                 there is a substantial change in the management or control of                 Reseller; or

            (o) Reseller ceases to function as a going concern or ceases to                 conduct its operations in the normal course of business or any                 of its directors, shareholders, or officers is convicted of a                 criminal offense or engages in any other act that in TouchStar's                 opinion could have an adverse effect upon TouchStar's reputation                 and goodwill.

     8.3  SUSPENSION OF TOUCHSTAR OBLIGATIONS. Immediately upon the occurrence           of any breach by Reseller of any of its obligations under this           Agreement or upon the occurrence of any event or circumstance           identified in Section 7.3 of this Agreement, all of TouchStar's           obligations to provide Support Services shall be suspended and such           obligations shall remain suspended until the event or circumstance           giving rise to the suspension has been corrected to TouchStar's           satisfaction.

     8.4  SURVIVAL OF RESELLER OBLIGATIONS. The termination of this Agreement           shall not terminate or affect the continuing binding obligations           imposed by Sections 4.4, 4.7, 4.10, 4.12, and 5, 6, 7, 8, 9 and 10           this Agreement. It is understood and agreed that the obligations of           Reseller set forth in such provisions may be specifically enforced by           TouchStar in any court of competent jurisdiction, wherever located,           notwithstanding the provisions of Section 10.12(b) hereof, since no           other adequate remedy may exist in the event of a breach or threatened           breach by Reseller of any such provisions.

9. DUTIES UPON TERMINATION.

         In addition to any other provision of this Agreement which is designated in Section 8.6 as a provision surviving termination, the following shall apply:

     9.1  CUSTOMER AGREEMENTS.

            (a) In the event that (i) TouchStar terminates this Agreement in                 accordance with any one or more of the provisions of Section 8.2                 or (ii) Reseller elects not to enter into a new agreement with





                TouchStar pursuant to Section 8.1, all Customer Agreements with                 Customers shall be transferred by Reseller to TouchStar.

            (b) In the event that (i) TouchStar elects not to enter into a new                 agreement with Reseller pursuant to Section 8.2 or (ii) Reseller                 terminates this Agreement in accordance with the provisions of                 Section 8.3, Reseller shall retain all Customer Agreements with                 Customers and TouchStar shall continue to provide Support                 Services under such Customer Agreements for the remaining term                 of such Customer Agreements.

&bbsp;                                      19

     9.2  REFERRALS BY RESELLER. In the event that (a) TouchStar terminates this           Agreement in accordance with any one or more of the provisions of           Section 8.2 or (b) Reseller elects not to enter into a new agreement           with TouchStar pursuant to Section 8.1, Reseller shall refer to           TouchStar or TouchStar's designee all inquiries and orders received by           Reseller pertaining to the purchase of Support Services.

     9.3  PAYMENT OF FEES.

            (a) In the event that this Agreement terminates or expires pursuant                 to Section 8.1(a), Reseller immediately shall pay to TouchStar                 all Fees outstanding on and as of the date of termination or                 expiration of this Agreement.

            (b) In the event that this Agreement terminates or expires pursuant                 to Section 8.1(b), Reseller shall continue to pay all Fees in                 accordance with the provisions of Section 6.2.

     9.4  INTELLECTUAL PROPERTY RIGHTS. Reseller immediately shall stop the use           of Marketing Materials and Intellectual Property Rights, and shall           return any unused Marketing Materials and all physical media upon           which Intellectual Property Rights are contained by TouchStar.

     9.5  SHIPMENTS FOLLOWING NOTICE OF TERMINATION. The expiration or           termination of this Agreement shall not relieve TouchStar of its           continuing obligation to ship TouchStar Software pursuant to any           purchase orders accepted by TouchStar prior to the notice of           termination, nor shall it relieve Reseller of its continuing           obligation to accept and pay for such TouchStar Software; PROVIDED,           HOWEVER, that with respect to all TouchStar Software shipped after any           notice of termination, Reseller shall make payment prior to shipment           on terms and conditions and by means satisfactory to TouchStar,           notwithstanding any credit terms that may have been available to           Reseller prior to such notice of termination.

     9.6  LIABILITY UPON TERMINATION. TouchStar shall have no liability to           Reseller or any Other Reseller by reason of the termination or           expiration of this Agreement for compensation, reimbursement, or           damages of any kind, including any loss of prospective profits on           anticipated sales, loss of goodwill, or investments made in reliance           on this Agreement. Reseller acknowledges that it has received no           assurances from TouchStar that its business relationship with           TouchStar will continue beyond the term established in this Agreement,           or that it will obtain any anticipated amounts of profits in           connection with this Agreement, or that it will recoup its investment           in the promotion of the TouchStar Software. Reseller also acknowledges           that Reseller's failure to reach the Quotas will have a significant           adverse impact on TouchStar's goodwill in the Territory, and that if           Reseller is terminated because of failure to meet the Quotas, then           Reseller will not be entitled to compensation of any kind (beyond the           notice period set forth in this Agreement), since the damage to      &sbsp;    TouchStar's goodwill is likely to be at least as great as any losses           Reseller might incur as a result of the termination. However, these           provisions apply only to damages that are attributable to the           expiration or termination of this Agreement and shall not affect any           amount due

                                       20

          under this Agreement or the right of either party to seek damages           directly attributable to any breach.

10. GENERAL PROVISIONS.

     10.1 RELATIONSHIP BETWEEN THE PARTIES. Neither party to this Agreement and           none of their respective agents, employees, representatives or           independent contractors shall (a) be considered an agent, employee, or           representative of the other party for any purpose whatsoever, (b) have           any authority to make any agreement or commitment for the other party           or to incur liability or obligation in the other party's name or on           its behalf, or (c) represent to third parties that any of them has any           right so to bind the other party hereto, it being intended that each           party shall remain an independent contractor responsible only for its           own actions. Nothing contained in this Agreement shall be construed or           interpreted as creating an agency, partnership, or joint venture           relationship between the parties.





     10.2 RESELLER REPRESENTATION, WARRANTY AND UNDERTAKING. Reseller (a)           represents and warrants that (i) it is a corporation duly organized           and existing under the laws of the jurisdiction of its incorporation           with all necessary corporate power and authority to execute, deliver,           and perform its obligations under this Agreement, and that the           execution, delivery, and performance of its obligations under this           Agreement have been duly authorized by all requisite corporate action           of Reseller and all Legal Requirements of Governmental Bodies, (ii) it           has the requisite skill and knowledge necessary to perform its           obligations under this Agreement, (iii) that it currently is not in           violation of any Legal Requirements, and (iv) no current employee or           shareholder of TouchStar has an ownership interest in Reseller or any           affiliate or related entity of Reseller; and (b) covenants that,           during the Term, it (i) shall use its best endeavors to maintain its           corporate identity and remain in existence under the organizing laws           of its jurisdiction and (ii) promptly notify TouchStar in the event           that any employee or shareholder of TouchStar obtains an ownership           interest in Reseller or any affiliate or related entity of Reseller.

     10.3 NOTICES. Without precluding any other sufficient form of notice, all           notices, demands, or other communications under this Agreement shall           be deemed given if sent by registered airmail, facsimile, hand           delivery, or express courier to the address of the party as set out in           this Agreement or to another address specified by the party. All           notices, demands, and other communications in connection with this           Agreement shall be written in the English language.

     10.4 ENTIRE AGREEMENT. This Agreement constitutes the entire agreement           between the parties pertaining to its subject matter, and it           supersedes any and all written or oral agreements previously existing           between the parties with respect to such subject matter. No           supplement, modification, or amendment of this Agreement shall be           binding unless executed in writing by both parties.

     10.5 WAIVER. Either party's failure to insist on strict performance of any           provision of this Agreement shall not be deemed a waiver of any of its           rights or remedies, nor shall it relieve the other party from           performing any subsequent obligation strictly in

                                       21

          accordance with the terms of this Agreement. No waiver shall be           effective unless it is in writing and signed by the party against whom           enforcement is sought. Such waiver shall be limited to provisions of           this Agreement specifically referred to therein and shall not be           deemed a waiver of any other provision. No waiver shall constitute a           continuing waiver unless the writing states otherwise.

     10.6 SUCCESSORS AND ASSIGNS. This Agreement shall inure to the benefit of,           and shall be binding upon, the respective heirs, legal           representatives, successors, and assigns of each of the parties.

     10.7 ASSIGNMENT.

            (a) TouchStar may assign this Agreement and the rights and                 responsibilities under this Agreement to an Affiliate upon                 written notice to Reseller.

            (b) Except for the rights of TouchStar under Section 10.7(a), this                 Agreement may not be assigned by either party without the prior                 written consent of the other. Any attempted assignment in                 violation of this provision shall be void and shall be deemed a                 breach of this Agreement.

     10.8 INDEMNIFICATION. Reseller shall be solely responsible for, and shall           indemnify TouchStar, its officers, directors, employees, and agents           against, and hold each of them harmless from, any and all claims           (including without limitation, all damages (whether direct, indirect,           incidental, criminal, special, or punitive), losses, liabilities,           expenses, costs, and attorneys' fees related to such claims) resulting           from (a) the negligent or willful failure of Reseller to comply with           its obligations hereunder, (b) the acts or omissions of Reseller, its           officers, directors, employees, or agents during the term of this           Agreement or thereafter, (c) any express or implied representation or           warranty made by Reseller or any of its officers, directors, employees           or agents with regard to the TouchStar Software or the Support           Services not contained in written literature of TouchStar or           specifically authorized by TouchStar in writing, and (c) the           installation of a call center system by TouchStar on behalf of           Reseller or any Other Reseller and the use of the TouchStar Software           in the operation of a call center system, unless caused by the gross           negligence or willful misconduct of TouchStar.

     10.9 SECTION HEADINGS; CONSTRUCTION. The section headings in this Agreement           are included for convenience only and shall not be deemed to limit or           otherwise affect the construction of any of its provisions. The word           including shall be ascribed a non-exclusive meaning unless followed           by the word only.

    10.10 SEVERABILITY. In the event that any of the provisions of this           Agreement shall be held by a court, arbitral panel, or tribunal of           competent jurisdiction to be unenforceable, such provision will be           enforced to the maximum extent permissible and the remaining portions





          of this Agreement shall remain in full force and effect.

    10.11 PARTIES IN INTEREST. Nothing in this Agreement is intended to confer           any rights or remedies on any persons other than the parties to it.           This Agreement shall not be construed to relieve or discharge any           obligations or liabilities of third persons, nor

                                       22

          shall it be construed to give third persons any right of subrogation           or action over against any party to this Agreement.

    10.12 GOVERNING LAW AND ARBITRATION.

            (a) GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY, AND                 CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF COLORADO,                 UNITED STATES, WITHOUT REGARD TO ITS PRINCIPLES REGARDING                 CONFLICT OF LAWS.

            (b) ARBITRATION. Any dispute arising out of or relating to this                 Agreement, including, without limitation, the interpretation of                 any provision of this Agreement or the breach, termination or                 invalidity of this Agreement that cannot reasonably be resolved                 by the Parties shall be settled exclusively and finally by                 binding arbitration under the International Arbitration Rules of                 the American Arbitration Association in effect on and as of the                 date of this Agreement (the AAA Rules), except as such AAA                 Rules are modified pursuant to this Section 10.12(b).

                  (i)   The arbitration shall be conducted before a panel of                         three (3) arbitrators, each of whom shall be fluent in                         English and shall have knowledge in the call center                         industry. TouchStar shall appoint one (1) arbitrator,                         Customer shall appoint one (1) arbitrator, and the third                         arbitrator shall be selected by the two (2) arbitrators                         so appointed; PROVIDED, HOWEVER, that if the two (2)                         arbitrators appointed by the parties fail to select the                         third arbitrator within thirty (30) days after the date                         on which the last of such two (2) arbitrators are                         appointed, then the third arbitrator shall be appointed                         by the administrator in accordance with the AAA Rules.                         The third arbitrator, regardless of how selected, shall                         chair the arbitration panel.

                  (ii)  Once the arbitrators are impaneled, if (A) an arbitrator                         withdraws after a challenge, (B) the administrator                         sustains a challenge and removes an arbitrator, (C) an                         arbitrator dies, or (D) an arbitrator otherwise resigns                         or is removed, then the party which appointed such                         arbitrator shall appoint a replacement arbitrator within                         thirty (30) days in accordance with the procedures set                         forth in Section 10.12(b)(i).

                  (iii) The arbitration shall be conducted in Denver, Colorado,                         United States. The arbitration shall be conducted in                         English; PROVIDED, that either party, at its cost, may                         provide for the simultaneous translation of the                         arbitration into a language other than English.

                  (iv)  No less than thirty (30) days prior to the date on which                         the arbitration proceeding is to begin, each party shall                         submit to the other party the documents, in English, and                         list of witnesses it

                                       23

                        intends to use in the arbitration. At any oral hearing                         of evidence in connection with the arbitration, each                         party or its legal counsel shall have the right to                         examine witnesses and to cross-examine the witnesses of                         the opposing party.

                  (v)   The arbitrators shall apply the substantive law of the                         State of Colorado to any decision issued by the                         arbitration panel, and the arbitrators shall be so                         instructed. The arbitrators shall issue a written                         opinion stating the findings of fact and the conclusions                         of law upon which the decision is based. The decision of                         the arbitrators shall be final and binding. Judgment on                         such award may be entered in any court of appropriate                         jurisdiction, or application may be made to that court                         for a judicial acceptance of the award and an order of                         enforcement, as the party seeking to enforce that award                         may elect. Any arbitration award for money damages shall                         be in Dollars. Other than pursuant to this Section                         10.12(b)(v), the arbitration award shall not include any                         indirect, incidental, special, consequential, or                         punitive damages and the arbitrators shall be so                         instructed.

                  (vi)  Any arbitration award pursuant to this Section 10.12(b)                         shall be subject to the United Nations Convention on the





                        Recognition and Enforcement of Foreign Arbitral Awards                         of 1958.

            (c) JURISDICTION AND VENUE FOR INTERIM RELIEF. Notwithstanding the                 provisions of Section 10.12(b), each party shall have the right                 to bring an action in a court of competent jurisdiction of any                 equitable or other relief as may be necessary to protect the                 rights of such party under this Agreement.

            (d) WAIVER OF JURY TRIAL. EACH OF THE PARTIES HERETO HEREBY                 IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION,                 SUIT, PROCEEDING, CLAIM OR COUNTERCLAIM ARISING OUT OF OR                 RELATING TO THIS AGREEMENT OR ITS INTERPRETATIONS.

    10.13 GOVERNING LANGUAGE. The governing language of this Agreement shall be           English. If this Agreement is translated into a language other than           English, then the English version shall prevail.

    10.14 EXCLUSION OF UNITED NATIONS CONVENTION. The United Nations Convention           on Contracts for the International Sale of Goods is hereby excluded           from application to this Agreement.

    10.15 FORCE MAJEURE. Neither party shall be responsible for any failure to           perform due to unforeseen circumstances or to causes beyond that           party's control, including but not limited to acts of God, war, riot,           acts of terrorism, embargoes, acts of civil or military authorities,           compliance with governmental laws, rules or regulations, failure of           telecommunications connectivity beyond the reasonable control of the           parties,

                                       24

          accidents, strikes, labor disputes, or shortages. Failure to perform           shall be excused during the continuance of such circumstances, but           this Agreement shall otherwise remain in effect.

    10.16 PUBLICITY; DISCLOSURES. Except as expressly provided herein and except           to the extent required by applicable law, no news releases or other           public disclosures relating to this Agreement, its existence or its           subject matter, including without limitation, photographs, public           announcements or confirmation of the same, shall be made by either           party without the prior written approval of the other party.

                            [SIGNATURE PAGE FOLLOWS]

                                       25

         IN WITNESS OF THE FOREGOING, the parties have caused this Agreement to be signed by their respective duly authorized representatives all as of the Effective Date.

WORLDWIDE STRATEGIES INC.                 TOUCHSTAR SOFTWARE CORPORATION

By: /s/ JAMES P.R. SAMUELS                By: /s/ SHAWN SUHRSTEDT    ----------------------------               ----------------------------- Title:  PRESIDENT                         Title:    CFO       -------------------------                 --------------------------- Date:  SEPT 14-2005                       Date:   9/15/5      --------------------------                ----------------------------





                                       26 
Question: Highlight the parts (if any) of this contract related to Covenant Not To Sue that should be reviewed by a lawyer. Details: Is a party restricted from contesting the validity of the counterparty’s ownership of intellectual property or otherwise bringing a claim against the counterparty for matters unrelated to the contract?
[A]: In particular, and without limitation, Reseller shall not


[Q]: 2008 Sponsorship Agreement- Renewal Sponsor

Exhibit 10.75   SPONSORSHIP AGREEMENT AGREEMENT SUMMARY

SPONSOR:                         Name: Rubio's Fresh Mexican Grill Phone: 760/602-3611               Address: 1902 Wright Place, Suite 300                     Carlsbad, CA 92008 E-mail: ***               Attn: Lawrence A. Rusinko

SPONSORSHIP BENEFITS:                         San Diego Ballpark Funding LLC (SDBF) shall provide Sponsor with the following benefits, subject to the terms of the General Provisions attached hereto (the General Provisions):                     Signage benefits                   oOne Terrace Level fascia sign. The sign is approximately 3' x 16'. SDBF to pay production costs for installation of new signage. SDBF shall install this sign on or before March 28, 2008.                   Promotional benefits                     oPadres Magazine. Sponsor shall be entitled to one (1) full page, four-color advertisement, which advertisement is subject to the prior written approval of SDBF in its reasonable discretion, in each issue of the Padres Magazine published during the regular season of the Term.                     Hospitality benefits                       oSeason Tickets. SDBF shall provide Sponsor with season tickets for *** seats located in *** during the regular season of the Term.                 TERM:                                 The term (the Term) shall commence on November 1, 2007 and end on October 31, 2008 (unless terminated earlier in accordance with the General Provisions).                 ANNUAL PAYMENT:

                  Sponsor shall pay $*** to SDBF pursuant to the following:                     $ *** due on or before April 30, 2008     $ *** due on or before June 30, 2008     $ *** due on or before August 31, 2008   *** Portions of this page have been omitted pursuant to a request for Confidential Treatment filed separately with the Commission.





  Sponsorship Agreement- Renewal Sponsor Agreement Summary Page 2   This Sponsorship Agreement (the Agreement) consists of (1) this Agreement Summary (the Agreement Summary) and (2) the General Provisions. Sponsor acknowledges and agrees to be bound by the General Provisions, which are hereby incorporated into this Agreement. In the event of a conflict between the terms of this Agreement Summary and the General Provisions, the terms of the General Provisions shall prevail. Any capitalized term used herein and not otherwise defined herein shall have the meaning set forth in the General Provisions.

If the Annual Payment set forth in this Agreement Summary for any year during the Term is more than $500,000, a condition precedent to all obligations herein, except for those obligations contained in certain provisions specified in the General Provisions, shall be the approval of this Agreement by the requisite vote of the holders of the notes issued by SDBF under that certain Note Purchase Agreement dated as of May 15, 2002 (the Noteholders). In the event such approval is not obtained by twenty (20) days after the date hereof, SDBF shall give Sponsor prompt written notice thereof, and this Agreement shall be of no further force and effect.

Notwithstanding colloquial descriptions of Sponsor as a partner, nothing herein shall be construed as establishing a legal partnership, joint venture or agency relationship between SDBF and Sponsor or between Padres L.P. (the Padres) and Sponsor or establishing a joint venture or agency relationship between the parties.

Upon execution by both parties, this Agreement is a binding legal contract.   SAN DIEGO BALLPARK FUNDING LLC SPONSOR:       Rubio's Fresh Mexican Grill     By: /s/ James M. Ballweg

James M. Ballweg Its: Vice President/Sales Date:  3/21/08

By: /s/ LA Rusinko

Lawrence A. Rusinko Its: SVP of Marketing & Product Development Date:  3/18/08









2008 Sponsorship Agreement- Renewal Sponsor   SPONSORSHIP AGREEMENT   GENERAL PROVISIONS

This Sponsorship Agreement (the Agreement) consists of (1) the attached Agreement  Summary and (2) these General Provisions. In the event of a conflict between the terms of the Agreement Summary and these General Provisions, the terms of these General Provisions shall prevail.   1. Sponsorship Benefits. During the Term, for and in consideration of the Payments set forth herein, SDBF will furnish to Sponsor Sponsorship Benefits set forth in the Agreement Summary, subject to any limitations and conditions imposed by the Office of the Commissioner of Baseball generally or with respect to specific events such as nationally-televised games, All-Star Games, playoff games and World Series Games, provided, however, that in  no event shall SDBF be obligated to furnish Sponsorship Benefits for any period after a default by Sponsor in payment when due of any amount due hereunder. Without the express written permission of SDBF acting in its sole discretion, Sponsor shall not resell, transfer or distribute any of Sponsorship Benefits.   2. Term. The Term shall commence and end on the dates set forth in the Agreement Summary, unless terminated earlier in accordance with this Agreement, provided, however, that in no event shall the Term extend beyond the term of the Joint Use and Management Agreement by and between the City of San Diego and Padres, L.P. dated as of February 1, 2000.   3. Payments.   a. In consideration of the Sponsorship Benefits to be furnished by SDBF to Sponsor hereunder, Sponsor shall pay to SDBF the Annual Payments set forth in the Agreement Summary on the dates set forth therein. Any payment due pursuant to this Section that is not received by SDBF within fifteen (15) days after such payment is due shall bear interest from the date the payment was due until paid, at a per annum rate of interest equal to the prime rate of interest as published in the Wall Street Journal, plus five (5) percentage points, or if such interest rate is not permitted by applicable law, at the highest non-usurious interest rate permitted by applicable law. At its sole option, SDBF may terminate this Agreement in the event that a payment required hereunder is not made within fifteen (15) days of the date such payment is due and may exercise all other rights and remedies available to SDBF.     b.All payments shall be net of any agency fees or commissions that may be payable by Sponsor to its advertising agencies in connection with this Agreement. In addition, all taxes and other charges of any nature (other than federal, state or local income taxes on the income of SDBF) which may be levied, assessed or otherwise imposed in connection with the rights granted under this Agreement by any federal, state or local governmental authority shall be borne by Sponsor and shall not be deducted from the payments due hereunder.   c. In no event shall Sponsor be permitted to set off any amounts SDBF may owe to Sponsor under this Agreement or otherwise.   d. Forms of payment accepted are corporate check, cashier's check and wire transfer only.    4. Approval by Noteholders. If the Annual Payment set forth in the Agreement Summary for any  year during the Term is more than $500,000, a condition precedent to all obligations herein, except for those obligations contained in this Section 4 and in Sections 11-26, shall be the approval of this Agreement by the requisite vote of the Noteholders. In the event such approval is not obtained by twenty (20) days after the date hereof, SDBF shall give Sponsor prompt written notice thereof, and this Agreement shall be of no further force and effect.   5. Responsibility for Materials; Advertising Copy.     a.SDBF shall be responsible, at its sole cost and expense, for (i) the initial installation, on or before the beginning of the Term, unless otherwise stated in the Agreement Summary, of the advertising copy in or on  any signage to be furnished hereunder (the Signage), (ii) maintaining the fixed panel structures and (if applicable) the lighting system for the Signage and (iii) furnishing any fan giveaway items to be furnished hereunder (the Promotional Items) (subject to any limitations with respect thereto as set forth in the Agreement Summary or agreed to by the parties) and any promotional materials prepared by SDBF with respect to the Promotional Items.







Sponsorship Agreement- Renewal Sponsor General Provisions Page 2     b. Sponsor shall be responsible, at its sole cost and expense, for (i) the design, production and preparation of all advertising copy and commercial messages to be displayed, published, broadcast or telecast pursuant to this Agreement in accordance with the deadlines established by SDBF,  (ii) furnishing to SDBF Sponsor's name, brand names, trademarks, service marks, logos or other identification, for use in or the Promotional Items, promotional materials prepared by SDBF with respect to the Promotional Items, and any advertisements or commercial messages to be furnished hereunder, and (iii) maintaining the advertising copy displayed in or on the Signage in good and attractive order, repair and condition throughout the Term, including the cost of painting or repainting the advertising copy displayed on the Signage to the extent necessary in the reasonable judgment of SDBF.     c. All advertising copy and commercial messages displayed, published, broadcast or telecast pursuant to this Agreement, and all characteristics thereof (including without limitation design, layout, elevation, configuration, content, size and color), must be approved in advance by SDBF and Major League Baseball.     d. Sponsor shall have the right to change or modify any advertising copy displayed pursuant to this Agreement, subject to SDBF's right of approval of all proposed changes or modifications (and the timing thereof). Any changes or modifications of advertising copy shall be designed, produced and prepared and, if applicable, erected and installed, at Sponsor's sole cost and expense. Sponsor agrees to provide SDBF with all proposed changes or modifications of advertising copy at least thirty (30) days prior to the proposed date of display thereof.   6. Display of Signage. All advertising copy to be displayed on Signage shall be displayed on such Signage (and with respect to Signage designed to be illuminated, illuminated during night events) during all regular-season San Diego Padres baseball games (each, a Padres Game) scheduled to be played at the ballpark located on Parcel 1 of Parcel Map No. 18855, in the City of San Diego, County of San Diego, State of California, according to the map thereof filed in the Office of the County Recorder or San Diego County, On December 7, 2001 (the Ballpark) and during other events held at the Ballpark, except for the following in the sole and absolute discretion of SDBF: (1) events during which advertising is prohibited by federal, state or local laws or regulations, (2) events with respect to which the display of the Signage is inappropriate (e.g., religious services, political conventions, television or film production or private events with conflicting interests) or impractical (e.g., events at which staging obscures or prevents the display of Signage), and (3) with respect to illumination, events where blackout conditions are required by the nature of the event (e.g., fireworks displays, concerts, and television or film production). The location, size, content and display of all Signage are subject to all applicable laws, including without limitation any applicable sign ordinance, and subject to Major League Baseball (MLB) requirements and conditions, whether applicable generally or with respect to specific events such as nationally- televised games, World Baseball Classic games, All-Star Games, playoff games and World Series games  and whether applicable to all categories of advertiser or only to certain categories.   7. Use of Trademarks and Service Marks. Sponsor hereby grants to SDBF a limited license to display Sponsor's name, brand names, trademarks, service marks, logos and other identification in or on the Promotional Items, promotional materials prepared by SDBF with respect to the Promotional Items, and any advertisements or commercial messages to be furnished hereunder. Except as expressly provided herein, neither party shall have the right to use, or obtain an interest in, the name, brand names, trademarks, service marks, logos or other identification of the other party or its affiliates without the other party's prior written consent. All advertising or promotional materials displayed, distributed or otherwise used pursuant to this Agreement in conjunction with the name, logos, trademarks, service marks or other identification of the Padres must be approved in advance by the Padres.   8. Indemnity; Insurance; and Assumption of the Risk.     a. SDBF agrees to indemnify, protect, defend, and hold harmless Sponsor,  its affiliates, predecessors and successors, owners, agents, partners, officials, employees and representatives (collectively, the Sponsor Parties) from and against any and all actions, demands, liabilities, losses, claims, damages, costs or expenses, including without limitation court costs and attorneys' fees (collectively, the Claims), arising from the negligence or willful misconduct of SDBF or any of its affiliates, predecessors and successors, owners, agents, partners, officials, employees or representatives. In the event that any Claim is brought against any of Sponsor Parties, then, upon receipt of notification of such Claim, SDBF will assume the defense of such Claim and, upon the request of one or more of Sponsor Parties, will permit such party or parties to participate in the defense, such participation to be at such party's expense. This provision shall survive any cancellation or termination of this Agreement as to activities which occurred while this Agreement was in force.







Sponsorship Agreement- Renewal Sponsor General Provisions Page 3     b. Sponsor agrees to indemnify, protect, defend, and hold harmless SDBF, the  City of San Diego, the Public Facilities Financing Authority and their respective affiliates, predecessors and successors, owners, agents, partners, officials, employees and representatives (collectively, the Padres Parties) from and against any and all Claims (i) for libel, slander, defamation, invasion of privacy, improper trade practices, illegal competition, infringement of trademark, trade name, copyright, licenses or other proprietary rights, or unfair competition, arising from or alleged to arise from the display, publication, broadcast, telecast or distribution of any advertising copy or commercial message furnished by Sponsor Parties, or any name, brand names, trademarks, service marks, logos or other identification furnished by Sponsor Parties; (ii) arising from any promotion run in connection with this Agreement; and (iii) arising from the negligence or willful misconduct of any of Sponsor Parties. In the event that any Claim is brought against any of the Padres Parties, then, upon receipt of notification of such Claim, Sponsor will assume the defense of such Claim and, upon the request of one or more of the Padres Parties, will permit such party or parties to participate in the defense, such participation to be at such party's expense. This provision shall survive any cancellation or termination of this Agreement as to activities which occurred while this Agreement was in force.   c. Sponsor must obtain, and continuously maintain, at its own expense, the following insurance policies:     1. Workers' Compensation in compliance with California's laws, including Employers' Liability with minimum limits of:   $ *** Each Accident; $ *** Disease - Each Employee; $ *** Disease - Policy Limit.

  2. An Insurance Services Office occurrence based Commercial General Liability Insurance Policy, including contractual liability and products/completed operations liability coverage with minimum limits of:

$ *** Each Occurrence; $ *** General Aggregate; $ *** Products/Completed Operations Aggregate.

All insurance policies must be issued by an admitted insurance carrier with an A.M. Best rating of A-8 or better. SDBF, Padres LP, the City of San Diego and each of their subsidiary or affiliated companies and its and their directors, officers and employees must be named  as Additional Insureds under the Commercial General Liability, Automobile Liability  and Umbrella Liability Policies. All of these policies must contain Cross Liability Endorsements, or their equivalent. Further, coverage for the Additional Insureds shall apply on a primary basis irrespective of any other insurance, whether collectible or not. All policies shall be endorsed to provide a Waiver of Subrogation in favor of SDBF. In the event of cancellation, non-renewal or material modification SDBF shall receive thirty (30) days written notice thereof. Sponsor shall provide SDBF with certificates of insurance evidencing compliance with all insurance provisions noted above prior to the commencement of the sponsorship and annually prior to the expiration of each required insurance policy.

9. Compliance with Rules, Regulations and Policies; Conduct. All use by Sponsor and Sponsor's invitees of any hospitality benefits granted hereunder shall be subject to the rules, regulations and policies established from time to time by SDBF and/or the Padres and may be revoked in the event of the failure of Sponsor or Sponsor's invitees to comply with such rules, regulations and policies. At the request of SDBF,  Sponsor will enter into SDBF's standard-form Founders Club Agreements with respect to any Founders Club or premium seating benefits furnished hereunder. With respect to any hospitality benefits granted hereunder, Sponsor and Sponsor's invitees shall maintain proper decorum, comply with all laws, rules and regulations of all governmental authorities, not suffer or permit the continuation of any use or manner of use of the hospitality benefits in violation of any applicable Founders Club Agreements, not create any nuisance, and not take any action which either diminishes hazard insurance coverage for the Ballpark or increases the premium payable for such insurance. Sponsor and Sponsor's invitees shall be bound by and observe the terms and conditions upon which any admission tickets are issued or sold.   *** Portions of this page have been omitted pursuant to a request for Confidential Treatment filed separately with the Commission.





  Sponsorship Agreement- Renewal Sponsor General Provisions Page 4   10. Temporary Interruption.    a. Except as otherwise provided in this Section 10, there shall be no effect on the obligations of SDBF and Sponsor as a result of a temporary failure properly to provide Sponsorship Benefits pursuant to this Agreement. The provisions of subsections (b) through (f) of this Section 10 shall constitute the sole remedy for the inability of SDBF to provide Sponsorship Benefits for any reason other than intentional breach by SDBF.      b. If any portion of the Signage is not properly displayed (including Signage that is damaged or not properly illuminated) during more than *** Padres Games in a calendar year for any reason whatsoever, whether within or beyond the reasonable control of SDBF or the Padres, including without limitation a work stoppage or temporary unavailability of the Ballpark, SDBF shall have the option, on written notice to Sponsor, (i) to extend the Term beyond its expiration to include the number of events first taking place at the Ballpark after such expiration as may be necessary to make up the number of Padres Games in excess of *** such games during which such Signage was not properly displayed, (ii) to provide substitute sponsorship benefits to Sponsor with a value at least equal to the amount paid for the affected Signage for the Padres Games in excess of *** games during which such Signage was not properly displayed, or (iii) to refund to Sponsor a pro-rata portion of that part of the amount paid by Sponsor for the affected Signage, which shall be calculated by multiplying such part of the amount paid for the affected Signage by a fraction, the numerator of which shall be the number of Padres Games during which such Signage was not properly displayed minus *** , and the denominator of which shall be eighty-one (81). All refunds shall be paid within thirty (30) days after the end of the calendar year to which such refund applies.     c. If a giveaway or promotional event scheduled to be conducted pursuant to this Agreement is not conducted for any reason whatsoever, whether within or beyond the reasonable control of SDBF or the Padres, including without limitation a work stoppage or temporary unavailability of the Ballpark, SDBF shall have the option, on written notice to Sponsor, (i) to reschedule such giveaway or promotional event on a date satisfactory to Sponsor during the season in which the promotional event was scheduled or, if no such date is available, during the succeeding season, (ii) to provide substitute sponsorship benefits to Sponsor with a value at least equal to the amount paid by Sponsor for the missed giveaway or promotional event, or (iii) to refund to Sponsor the amount paid by Sponsor for the missed giveaway or promotional event. All refunds shall be paid within thirty (30) days after the end of the calendar year to which such refund applies.     d. If a promotional program is scheduled to take place pursuant to this Agreement over more than *** Padres Games during a calendar year, and more than *** of the Padres Games in a calendar year that are part of such promotional program are not played for any reason whatsoever, whether within or beyond the reasonable control of SDBF or the Padres, including without limitation a work stoppage or temporary unavailability of the Ballpark, SDBF shall have the option, on written notice to Sponsor, (i) to extend the promotional program to make up for the number of Padres Games in excess of *** such games which were not played, either in the season during which the promotional program was scheduled to take place or in the succeeding season, (ii) to provide substitute sponsorship benefits to Sponsor with a value at least equal to the amount paid by Sponsor for that portion of the promotional program missed in excess of *** games, or (iii) to refund to Sponsor a pro-rata portion of the amount paid for such promotional program, which shall be calculated by multiplying the amount paid by Sponsor by a fraction, the numerator of which shall be the number of Padres Games not played minus *** , and the denominator of which shall be the number of Padres Games that are part of the promotional program for such calendar year. All refunds shall be paid within thirty (30)  days after the end of the calendar year to which such refund applies.   *** Portions of this page have been omitted pursuant to a request for Confidential Treatment filed separately with the Commission.





  Sponsorship Agreement- Renewal Sponsor General Provisions Page 5     e. If advertising scheduled to be published, broadcast, telecast or displayed pursuant to this Agreement is not published, broadcast, telecast or displayed for any reason whatsoever, whether within or beyond the reasonable control of SDBF or the Padres, including without limitation a work stoppage or temporary unavailability of the Ballpark, SDBF shall have the option, on written notice to Sponsor, (i) to provide Sponsor with the missed advertising in alternate magazine issues or broadcast availabilities or, for advertising scheduled to be displayed during Padres Games, in alternate Padres Games, (ii) to provide substitute sponsorship benefits to Sponsor with a value at least equal to the amount paid by Sponsor for the advertising missed, or (iii) to refund to Sponsor a pro-rata portion of the amount paid by Sponsor for the advertising, which shall be calculated by multiplying the amount paid by a fraction, the numerator of which shall be the number of such missed messages, and the denominator of which shall be the number of messages which Sponsor was to receive.     f. In no event shall the aggregate amount of remediation pursuant to subsections (b) through (e) of this Section for any calendar year exceed the Annual Payment made by Sponsor for such calendar year.   11. Limitation on Damages. The parties agree that neither party shall be liable for, and in no event whatsoever shall damages or other award based on this Agreement or the performance or failure to perform any provision hereof include, any recovery for loss-of-profits, loss-of-business, special, indirect, consequential or punitive damages.   12. Default. If (i) Sponsor fails to pay any amounts within fifteen (15) days of the date such payment is due pursuant to this Agreement, (ii) Sponsor otherwise defaults in the performance or observance of Sponsor's duties and obligations under this Agreement and fails to cure such default within fifteen (15) days after notice thereof by SDBF, or (iii) Sponsor makes an assignment of substantially all of its assets for the benefit of creditors, is adjudicated bankrupt, files a voluntary petition in bankruptcy or a voluntary petition or an answer seeking reorganization, arrangement, readjustment of its debts or for any other relief under Title 11 of the United States Code or any successor or other federal or state insolvency law (Bankruptcy Law), has filed against it an involuntary petition in bankruptcy or seeking reorganization, arrangement, readjustment of its debts or for any other relief under any Bankruptcy Law, which petition is not discharged within thirty (30) days, or applies for or permits the appointment of a receiver or trustee for its assets, SDBF may, at its option, with or without notice or demand, (x) terminate the rights of Sponsor under this Agreement, whereupon SDBF shall have no further obligation of any kind to Sponsor, and Sponsor shall have no right to recovery or offset of any amounts previously paid to SDBF under this Agreement, and (y) exercise all other rights and remedies available to SDBF. Any notice required to be given hereunder shall be in lieu  of, and not in addition to, any notice required under California Code of Civil Procedure Section 1161 or any similar or successor law.    13. No Legal Partnership.  Notwithstanding colloquial descriptions of Sponsor as a partner, nothing herein shall be construed as establishing a legal partnership, joint venture or agency relationship between SDBF and Sponsor or between the Padres and Sponsor. Neither SDBF nor the Padres has authority to bind or act in any respect on behalf of Sponsor, and Sponsor does not have authority to bind or act in any respect on behalf of SDBF or the Padres.   14. Exclusivity. No marketing exclusivity in any category or with respect to any competitors of Sponsor is conferred or implied by this Agreement except to the extent explicitly set forth in the Agreement Summary. Any marketing  exclusivity set forth in the Agreement Summary shall not preclude or prevent (a) signage, advertising and promotional arrangements made by the Office of the Commissioner of Baseball with respect to nationally-televised games, All-Star Games, World Baseball Classic games, playoff games and World Series games, (b) licensing arrangements made by Major League Baseball Properties, Inc. with respect to such category, (c) advertising with respect to such category in game programs, yearbooks, scorecards and similar publications which are sold on the day of an event other than Padres home games, (d) the display before, during and after an event of displays, temporary in nature, erected by an event sponsor, promoter, broadcaster or participant, even though such display may constitute advertising with respect to such category, (e) promotional messages displayed on a scoreboard or video board which give the name of the sponsor of Ballpark day-of-event promotions at events other than Padres home games or promote sale of event-day programs (including identifying program sponsors), even though such messages may identify companies in such category and (f) promotional messages displayed on a scoreboard or video board that recognize groups in attendance and make similar incidental references, even though such messages may identify companies in such category.





  Sponsorship Agreement- Renewal Sponsor General Provisions Page 6   15. Compliance with Laws. This Agreement shall be subject to all federal, state and local laws, regulations and ordinances, either presently in existence or as may be enacted, made or enforced after the effective date of this Agreement, including the regulations and actions of all governmental agencies or commissions.   16. Subservience. Notwithstanding any other provision of this Agreement, this Agreement  and any rights or exclusivities granted by SDBF hereunder shall in all respects be subordinate to each of the following, as may be amended from time to time (collectively, MLB Documents): (i) any present or future agreements entered into by, or on behalf of, any of the MLB entities or affiliates, or the member Clubs acting collectively, including, without limitation, agreements entered into pursuant to the Major League Constitution, the American and National League Constitutions, the Professional Baseball Agreement, the Major League Rules, the Interactive Media Rights Agreement, and each agency agreement and operating guidelines among the MLB Clubs and an MLB entity, or (ii) the present and future mandates, rules, regulations, policies, bulletins or directives issued or adopted by the Commissioner or the MLB entities. The issuance, entering into, amendment, or implementation of any of the MLB Documents shall be at no cost or liability to any MLB entity or affiliate or to any individual or entity related thereto. The territory within which Sponsor is granted rights is limited to, and nothing herein shall be construed as conferring on Sponsor rights in areas outside of, the Home Television Territory of the Padres, as established and amended from time to time. No rights, exclusivities or obligations involving the Internet or any interactive or on-line media (as defined by the MLB entities) are conferred by this Agreement, except as are specifically approved in writing by the applicable MLB entity.   17. Integration. This Agreement is the final, complete and exclusive statement and expression of the agreement among the parties hereto with relation to the subject matter of this Agreement, it being understood that there are no oral representations, understandings or agreements covering the same subject matter as this Agreement. This Agreement supersedes, and  cannot be varied, contradicted or supplemented by evidence of any prior or contemporaneous discussions, correspondence, or oral or written agreement of any kind. All exhibits hereto are incorporated herein by reference.   18. Severability. In case any provision of this Agreement shall be invalid, illegal or unenforceable, such provision shall be severed from this Agreement. The validity, legality and enforceability of the remaining provisions of this Agreement shall not in any way be affected or impaired thereby.   19. Sophistication of Parties. Each party to this Agreement represents that it is a sophisticated commercial party capable of understanding all of the terms of this Agreement, that it has had an opportunity to review this Agreement with its counsel, and that it enters this Agreement with full knowledge of the terms of the Agreement.   20. No Waiver. No delay of or omission in the exercise of any right, power or remedy accruing to any party under this Agreement shall impair any such right, power or remedy, nor shall it be construed as a waiver of any future exercise of any right, power or remedy.   21. Notices. All notices, demands, consents and approvals that may or are required to be given by any party to another hereunder shall be in writing and shall be deemed to have been fully given by personal delivery or when deposited in the United States mail, certified or registered, postage prepaid, and addressed to the party to be notified, if to Sponsor, at the address specified on the Agreement Summary, and if to SDBF, at PETCO Park, 100 Park Blvd, San Diego, CA 92101, Attn: General Counsel, or to such other place as the party to be notified may from time to time designate by at least fifteen (15) days' notice to the notifying party.   22. Consent to Assignment. Sponsor hereby acknowledges and irrevocably consents to (a) the assignment of this Agreement by SDBF to the Bank of New York Trust Company of Florida, N.A., as collateral trustee (the Collateral Trustee) under the Trust and Security Agreement, dated as of May 15, 2002, among SDBF, the Padres and the Collateral Trustee, and (b) the grant by SDBF to the Collateral Trustee of a security interest in this Agreement and all monies payable or distributable under this Agreement, subject to the terms of the Trust and Security Agreement. Sponsor shall not claim prevention of or interference with performance of Sponsor's obligations pursuant to this Agreement or the suspension or termination of Sponsor's obligations under this Agreement as the result of any default under this Agreement, without first giving a copy of any notice of default or termination to the Collateral Trustee and providing the Collateral Trustee with the opportunity to cure any such default within one hundred twenty (120) days after the date of such notice. Such notice shall be in writing and shall be deemed to have been given (i) when presented personally, (ii) when delivered by private overnight courier service (e.g., Federal Express), delivery charges and fees prepaid, or (iii) when received, if deposited in a regularly maintained receptacle for the United States Postal Service, postage prepaid, registered or certified, return receipt requested, addressed to the Collateral Trustee at the address indicated below (or such other address as the Collateral Trustee may have specified by written notice delivered in accordance herewith):





  Sponsorship Agreement- Renewal Sponsor General Provisions Page 7   The Bank of New York Trust Company of Florida, N.A. 10161 Centurion Parkway Jacksonville, FL 32256 Attention: Corporate Trust Department

Sponsor shall not enter into or consent to any supplement, amendment or other modification of this Agreement that affects the rights of the Collateral Trustee under this Section without the prior written consent of the Collateral Trustee.    23. Assignment.  Except as provided in Section 22, no party shall assign this Agreement without the prior written approval of the other party, provided, however, that without obtaining such prior written approval, (a) SDBF may assign this Agreement to a transferee of the Padres' MLB franchise or to an affiliate of the Padres, and (b) Sponsor may assign this Agreement to an affiliate of Sponsor, provided that Sponsor shall continue to be obligated to SDBF for performance of Sponsor's obligations hereunder.   24. Jurisdiction, Venue and Service of Process.   ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT OR ANY  DOCUMENT RELATED HERETO MAY BE BROUGHT IN THE COURTS OF THE STATE OF CALIFORNIA,  COUNTY OF SAN DIEGO OR ANY COURT OF THE UNITED STATES OF AMERICA  FOR THE SOUTHERN DISTRICT OF CALIFORNIA, AND, BY EXECUTION AND DELIVERY OF  THIS AGREEMENT, EACH PARTY HEREBY ACCEPTS FOR ITSELF AND IN RESPECT OF  ITS PROPERTY, GENERALLY AND UNCONDITIONALLY, THE JURISDICTION OF SUCH COURTS. THE PARTIES IRREVOCABLY WAIVE ANY OBJECTION, INCLUDING ANY OBJECTION  TO THE LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM NON CONVENIENS, WHICH ANY OF THEM MAY NOW OR HEREAFTER HAVE TO THE BRINGING OF ANY SUCH ACTION OR PROCEEDING IN SUCH RESPECTIVE JURISDICTIONS. EACH PARTY IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS OF ANY OF SUCH COURTS IN ANY SUCH ACTION OR PROCEEDING BY THE MAILING OF COPIES THEREOF BY REGISTERED OR CERTIFIED MAIL, POSTAGE PREPAID, TO EACH OF THE OTHER PARTIES AT  ITS ADDRESS PROVIDED HEREIN, SUCH SERVICE TO BECOME EFFECTIVE THIRTY (30) DAYS AFTER SUCH MAILING.   25. Facsimile Signatures and Counterparts. The parties agree that this Agreement will be considered signed when the signature of a party is delivered by facsimile transmission. Such facsimile signature shall be treated in all respects as having the same effect as an original signature. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which, taken together, shall constitute one and the same instrument.   26. Amendments. Except as otherwise provided herein, all amendments to this Agreement shall be in writing and executed by both parties.   27. Governing Law. This Agreement shall be interpreted and enforced according to the laws of the State of California without regard to principles of conflict of laws. 
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?
[A]: Further, coverage for the Additional Insureds shall apply on a primary basis irrespective of any other insurance, whether collectible or not.


[Q]: Exhibit 4.36

                              DEVELOPMENT AGREEMENT

                                     between

LEO PHARMA A/S of Industriparken 55, DK-2750 Ballerup, Denmark (hereinafter referred to as LEO) ---

                                       and

GALEN (CHEMICALS) LIMITED of 4 Adelaide Street, Dun Laoghaire, Co. Dublin, Ireland (hereinafter referred to as GALEN).

Capitalized terms not otherwise defined herein shall have the meanings set forth in Article I of this Agreement.

WHEREAS Bristol-Myers Squibb Company (BMS) has entered into a co-promotion agreement with GALEN regarding Dovonex(R) Product in the Territory (the Co-promotion Agreement).

WHEREAS GALEN and BMS have entered into an option agreement (the Option Agreement) in which GALEN has options to acquire all of BMS's rights and to assume BMS's obligations (the Option) under the agreement dated September 28, 1989 between BMS (as successor to E.R. Squibb & Sons Inc.) and LEO, as amended July 6, 1992 and April 8, 1993 and as of the date hereof and the Product Supply Agreement between Bristol-Myers Squibb Company and LEO dated as of April 8, 1993 (each as may be amended or supplemented by the parties in the future, collectively, the BMS Agreements); and

WHEREAS BMS has given up its rights under the BMS Agreements to a pharmaceutical preparation containing both the Compound and Betamethasone Dipropionate in an ointment (the Combination Product) as of the date hereof; and

WHEREAS LEO has developed and owns proprietary information regarding the Combination Product, and has filed a patent application for the Combination Product; and

WHEREAS GALEN has marketing expertise within the dermatological field; and

WHEREAS LEO and GALEN have entered into a License and Supply Agreement dated as of even date herewith between LEO and GALEN regarding the Combination Product (the Dovobet(R) Agreement) and subject to the coming into force of that Agreement under its terms, LEO has appointed GALEN as its exclusive distributor in the Territory of the Combination Product expected to be marketed under the trademark Dovobet(R); and

WHEREAS GALEN and LEO have entered into a License and Supply Agreement dated as of even date herewith pursuant to which GALEN will be the exclusive distributor of Dovonex(R) Product in the Territory subsequent to the exercise of the Option by GALEN and the acquisition of BMS's rights and assumption of BMS's obligations under the BMS Agreements by GALEN (the Dovonex(R) Agreement); and

WHEREAS GALEN, if the FDA mandates an additional pivotal phase III clinical trial for the Combination Product, will financially support LEO;

NOW THEREFORE the Parties hereby agree as follows:

I - DEFINITIONS

1.1      AB rated means, with respect to any Product (as defined in the          Dovonex(R) Agreement), a pharmaceutical product which is an AB-rated          equivalent to the Product, as defined in the 22nd edition of Approved          Drug Products with Therapeutic Equivalence Evaluations issued by the          United States Department of Health and Human Services.

1.2      Action or Proceeding means any action, suit, proceeding, arbitration          or Governmental or Regulatory Authority action, notification,          investigation or audit.

1.3      Affiliate means, with respect to any Person, any Person which,          directly or indirectly, controls, is controlled by, or is under common          control with, the specified Person. For purposes of this definition,          the term control as applied to any Person, means the possession,          directly or indirectly, of at least fifty-one per cent (51%) of the          power to direct or cause the direction of the management of that          Person, whether&sbsp;through ownership of voting securities or otherwise.

1.4      Agreement means this Development Agreement between LEO and GALEN.

1.5      Compound means the compound Calcipotriene, a vitamin D analogue with          the formula C27H4003.

                                                                               2

1.6      Dovonex(R) Product means the Compound marketed in the Territory under          the trademark Dovonex(R).

1.7      FDA means the United States Food and Drug Administration.

1.8      GALEN Information means any information (including, but not limited          to, technical improvements, financial and marketing information)          developed, made and/or generated by GALEN relating to and made as a





         result of its work with the Combination Product.

1.9      Governmental or Regulatory Authority means any court, tribunal,          arbitrator, agency, commission, official or other instrumentality of          the United States or any relevant country, state, province, county,          city or other political subdivision.

1.10     IND means the Investigational New Drug Application, as defined by the          United States Federal Food, Drug and Cosmetic Act and applicable          regulations promulgated thereunder as amended from time to time, filed          in the United States, for the Combination Product.

1.11     Laws means all laws, statutes, rules, regulations, ordinances and          other pronouncements having the effect of law of any relevant          Governmental or Regulatory Authority.

1.12     LEO Logo Guidelines means the guidelines for use of the LEO name and          the Assyrian Lion logo attached to the Dovobet(R) Agreement.

1.13     LEO Product Branding means the Trademark, the LEO name, the Assyrian          Lion, the LEO Logo Guidelines, the LEO Product Concept and any domain          names or websites related to the Combination Product in the Territory.

1.14     LEO Product Concept means the global design concept for packaging and          promotional materials related to the Combination Product developed by          LEO.

1.15     Losses means any and all damages, fines, fees, penalties,          deficiencies, losses and expenses (including without limitation          interest, court costs, reasonable fees of attorneys, accountants and          other experts or other expenses of litigation or other proceedings or          of any claim, default or assessment).

1.16     Master Agreement means the Master Agreement dated as of even date          herewith between LEO and GALEN.

1.17     NDA means a New Drug Application filed with the FDA for the          Combination Product, requesting permission to place a drug on the          market in accordance with 21 C.F.R. Part 314 and all supplements filed          pursuant to the requirements of the FDA, including all documents, data          and other

                                                                               3

         information concerning the Combination Product which are necessary for          FDA approval to market a product in the United States.

1.18     Party means GALEN or LEO, as the case may be, and Parties means          GALEN and LEO.

1.19     Person means any individual, firm, corporation, partnership, limited          liability company, trust, joint venture, Governmental or Regulatory          Authority or other entity or organization.

1.20     Technical Information means all information in the possession of LEO          and/or its Affiliates, and any information transferred from BMS to          GALEN, regarding preclinical, chemical-pharmaceutical and clinical data          or other scientific information (including specifications, master batch          records, analytical methods including validation protocol and the drug          master file), or secret know-how about the Combination Product          including, but not limited to marketing know-how and show-how or uses          for the Combination Product in the possession of LEO regarding the          Combination Product necessary for GALEN to fulfil its obligations under          the Agreement.

1.21     Territory means the fifty (50) states of the United States of          America, the District of Columbia, its territories and current          possessions.

1.22     Trademark means the trademark Dovobet(R) or any other trademark LEO          may select for the Combination Product.

II - WORK BY LEO

2.1      LEO has performed any and all preclinical, clinical and other studies          necessary to obtain marketing approval for the Combination Product in          Europe and has borne all costs and expenses associated therewith.          Furthermore, LEO will perform any and all additional studies, required          specifically by the FDA and will bear all costs and expenses associated          therewith except for the obligation of GALEN described in Article 3.1.

         A development plan is attached as Appendix I

2.2      LEO is responsible for obtaining approval of the NDA in the United          States.

III - OBLIGATIONS OF GALEN

3.1    If the FDA mandates that a second pivotal phase III clinical trial for        the Combination Product is required for registration in the United        States, GALEN agrees to pay 50% of the reasonable costs for

                                                                               4





         said study, such costs to be invoiced by LEO on a quarterly basis. The          payments are non-refundable.

3.2      GALEN will provide reasonable assistance to LEO in its endeavours to          obtain approval of the NDA in the United States.

3.3      Within thirty (30) days after the date hereof, GALEN will pay to LEO          US$5,000,000 (five million United States dollars) to reimburse LEO for          a portion of the actual development costs that have been incurred by          LEO. This payment is non-refundable.

IV - INDEMNIFICATION

4.1      LEO shall indemnify and hold GALEN and its agents, directors, officers          and employees and representatives harmless from and against any and all          Losses which they may at any time incur by reason of any Action or          Proceeding brought by any Governmental or Regulatory Authority or other          third party against GALEN arising out of or resulting from (a) any          misrepresentation, breach of warranty or non-fulfilment of or failure          to perform any agreement or covenant made by LEO in this Agreement, (b)          the use of the Combination Product in any clinical trial, or (c) any          other negligent act or omission of LEO.

4.2      GALEN shall indemnify and hold LEO and its agents, directors, officers          and employees and representatives harmless from and against any and all          Losses which they may at any time incur by reason of any Action or          Proceeding brought by any Governmental or Regulatory Authority or other          third party against LEO arising out of or resulting from (a) any          misrepresentation, breach of warranty or non-fulfilment of or failure          to perform any agreement or covenant made by GALEN in this Agreement,          or (b) any other negligent act or omission of GALEN.

4.3      The obligation of the Parties in this Article IV shall survive the          expiration or earlier termination of this Agreement to the extent          permitted by applicable Law.

4.4      In any case under this Article IV, where GALEN or LEO is to indemnify          the other, the control of the defence of any Action or Proceeding and          negotiations for settlement and compromise thereof, shall repose with          the indemnifying Party, except that nothing in this paragraph shall be          construed to relieve either Party hereto of the obligation to give the          other all reasonable co-operation, assistance and authority necessary          to permit full and complete defence of any Action or Proceeding;          provided, however, that no Party will settle any of such claims without          consent of the other Party; however, such consent shall not be          unreasonably withheld. Both Parties shall, if desired, be allowed to          participate, at their own expense, directly or through a representative          e.g. their product liability insurers, in any Action or Proceeding.

                                                                               5

V - CONFIDENTIALITY

5.1      All Technical Information disclosed to GALEN and all GALEN Information          disclosed to LEO shall be considered confidential regardless of          designation, and shall not be disclosed by the receiving Party to any          third party or used outside the scope of this Agreement without the          prior written consent of the disclosing Party except to a duly          authorised Governmental or Regulatory Authority in connection with the          registration or regulation of the Combination Product or if otherwise          required by Law. In the event that a Party is asked to disclose any          confidential information to a Governmental or Regulatory Authority,          such Party will - if possible - notify the nondisclosing Party          sufficiently prior to making such disclosure so as to allow the          nondisclosing Party adequate time to take whatever action it may deem          to be appropriate to protect the confidentiality of the information.          The obligation not to disclose Technical Information and GALEN          Information shall not apply to (a) any information that it now or later          becomes publicly available through no fault of the receiver, its          officers, employees or agents; (b) any information that the receiver          obtains from a third party not under a confidentiality obligation to          the discloser with respect to such information; (c) any information          that the receiver already has in its possession as indicated in its          written records; and (d) any information that is independently          developed or created by the receiver.

5.2      Each Party shall keep the terms of this Agreement confidential and          shall not disclose the same&bbsp;to any third party other than (i) by          agreement of the Parties hereto, or (ii) as required by Law or stock          exchange regulation or an order of a competent Governmental or          Regulatory Authority; provided that prior to disclosure pursuant to          (ii) above, the disclosing Party shall - if possible - notify the          nondisclosing Party sufficiently prior to making such disclosure so as          to allow the nondisclosing Party adequate time to take whatever action          it may deem to be appropriate to protect the confidentiality of the          information.

5.3      Neither Party shall make any press release or other public announcement          or other disclosure to third Parties relating to this Agreement without          the prior consent of the other Party, which consent shall not be          unreasonably withheld, except where required by applicable Law;          provided that prior to disclosure, the disclosing Party shall notify          the nondisclosing Party sufficiently prior to making such disclosure so          as to allow the nondisclosing Party adequate time to take whatever          action it may deem to be appropriate to protect the confidentiality of          the information.





5.4      This Article V shall survive the termination of this Agreement for a          period of ten (10) years, provided, however, that following the          termination of this Agreement LEO shall be free to use all data,          information or other confidential information relating to the          Combination Product and following termination of this Agreement, GALEN          shall be free to use all GALEN Information.

                                                                               6

VI - COMPLIANCE WITH LAWS

Both LEO and GALEN shall observe all applicable Laws in effect in fulfilling their obligations under this Agreement.

VII - TERM AND TERMINATION - CONSEQUENCES OF TERMINATION

7.1      This Agreement will be effective when signed by both Parties provided          that the Co-promotion Agreement and the Option Agreement have been          signed and have come into force and provided also that said agreements          do not prohibit GALEN from entering into the Dovonex(R) Agreement and          the Dovobet(R) Agreement.

7.2      This Agreement shall terminate if (a) the Dovonex(R) Agreement is          terminated by LEO pursuant to Articles 15.4, 15.7 or 15.8 thereof or          (b) the Dovonex(R) Agreement is terminated by LEO pursuant to Article          15.2 thereof in the event that GALEN has not exercised the Option for          reasons not including that (i) the aggregate turnover of the Products          in the U.S. during the period 1 July 2004 - 30 June 2005, as measured          by IMSHealth, is equal to or less than US$50,000,000 (fifty million          dollars) or (ii) on or prior to August 1, 2005 a generic product that          is AB rated to any Product (as defined in the Dovonex(R) Agreement) is          approved by the FDA and has become commercially available, provided,          for purposes of this subclause (ii), that GALEN has not provided          assistance to the holder of the registration for the AB rated product          to obtain such registration, or (c) the Dovobet(R) Agreement comes into          force and GALEN has fulfilled its obligations under this Agreement,          unless prior terminated in accordance with any of the provisions          hereof.

7.3      In the event that one of the Parties hereto materially defaults or          breaches any of the provisions of this Agreement, the other Party shall          have the right to terminate this Agreement upon sixty (60) days'          written notice, provided, however, that if the Party in default, within          the sixty day period referred to, remedies the said default or breach,          the Agreement shall continue in full force and effect.

7.4      In the event of termination of this Agreement under the provisions of          this Article VII GALEN shall not be relieved of the duty and          obligations to pay in full, any payments due and unpaid at the          effective date of such termination. In such event GALEN shall:

         (a)      return any and all Technical Information and any other                   information relating to the Combination Product provided to                   GALEN and shall make no further use thereof;

         (b)      cease to make use of the Trademark, the other LEO Product                   Branding and all other information related to the Combination                   Product, and all rights in the Trademark, the other

                                                                               7

                  LEO Product Branding and all other information relating to the                   Combination Product will promptly revert to LEO and be                   transferred to LEO;

         (c)      if GALEN is then the owner of any patents specifically related                   to the Combination Product, GALEN shall transfer such                   ownership to LEO, except for LEO being in breach in which case                   GALEN will sell said patents and LEO will purchase said                   patents at a price equal to the expenses GALEN has borne in                   relation to developing, establishing and maintaining said                   patent rights;

         (d)      if GALEN is then the owner of any patents, which in part                   relates to the Combination Product then LEO, its Affiliates                   and partners shall have a royalty free license to such patents                   for the term of the patents;

         (e)      if GALEN is then the owner of any data related to the                   Combination Product, including, but not limited to, any data                   related to any study performed under this Agreement such data                   shall be transferred to LEO. At such time, LEO shall have the                   right, but not the obligation, to have assigned to LEO any                   third party clinical agreement then pending;

         (f)      GALEN shall transfer the NDA, the IND and any other relevant                   registrations related to the Combination Product held by                   GALEN, if any, to LEO or its designee.

         In the event that LEO terminates this Agreement pursuant to Article 7.3          or Article 7.2(a) or (b), the transfers required under Article 7.4 (a),          (b), (c), (e) and (f) shall be made free of charge to LEO. Otherwise,          the costs of transfers shall be split evenly between the parties.

VIII - ASSIGNABILITY





This Agreement shall be binding upon, and shall inure to the benefit of successors of the Parties hereto, or to any assignee of all of the goodwill and entire business assets of a Party hereto relating to pharmaceuticals, but shall not otherwise be assignable without the prior written consent of the other Party.

For the avoidance of doubt, LEO agrees and acknowledges that GALEN may perform any or all of its obligations under this agreement through its U.S. Affiliates, Warner Chilcott, Inc..

IX - AMENDMENT OF AGREEMENT; WAIVER; SEVERABILITY

9.1      This Agreement shall not be changed or modified orally.

9.2      Any term or condition of this Agreement may be waived at any time by          the Party that is entitled to the benefit thereof, but no such waiver          shall be effective unless set forth in a written instrument

                                                                               8

         duly executed by or on behalf of the Party waiving such term or          condition. No waiver by either Party of any term or condition of this          Agreement, in any one or more instances, shall be deemed to be or          construed as a waiver of the same or any other term or condition of          this Agreement on any future occasion. All remedies, either under this          Agreement or by Law or otherwise afforded, will be cumulative and not          alternative.

9.3      If any provision of this Agreement is held to be illegal, invalid or          unenforceable under any applicable present or future Law, and if the          rights or obligations of any Party hereto under this Agreement will not          be materially and adversely affected thereby, (a) such provision will          be fully severable, (b) this Agreement will be construed and enforced          as if such illegal, invalid or unenforceable provision had never          comprised a part hereof, (c) the remaining provisions of this Agreement          will remain in full force and effect and will not be affected by the          illegal, invalid or unenforceable provision or by its severance          herefrom and (d) in lieu of such illegal, invalid or unenforceable          provision, the Parties will add as a part of this Agreement, a legal,          valid and enforceable provision as similar in terms to such illegal,          invalid or unenforceable provision as may be possible.

X - STATUS OF PRIOR AGREEMENTS

This Agreement together with the Master Agreement, the Dovonex(R) Agreement and the Dovobet(R) Agreement constitute the entire agreement between the Parties hereto with respect to the subject matter and supersede all previous agreements, whether written or oral.

XI - FORCE MAJEURE

The occurrence of an event which materially interferes with the ability of a Party to perform its obligations or duties hereunder which is not within the reasonable control of the Party affected, not due to malfeasance, and which could not with the exercise of due diligence have been avoided (Force Majeure) including, but not limited to, fire, accident, labour difficulty, strike, riot, civil commotion, act of God, delay or errors by shipping companies or change in Law shall not excuse such Party from the performance of its obligations or duties under this Agreement, but shall merely suspend such performance during the continuation of Force Majeure. The Party prevented from performing its obligations or duties because of Force Majeure shall promptly notify the other Party hereto (the Other Party) of the occurrence and particulars of such Force Majeure and shall provide the Other Party, from time to time, with its best estimate of the duration of such Force Majeure and with notice of the termination thereof. The Party so affected shall use its best efforts to avoid or remove such causes of non-performance. Upon termination of Force Majeure, the performance of any suspended obligation or duty shall promptly recommence. Neither Party shall be liable to the Other Party for any direct, indirect, consequential, incidental, special, punitive or exemplary damages arising out of or relating to the

                                                                               9

suspension or termination of any of its obligations or duties under this Agreement by reason of the occurrence of Force Majeure. In the event that Force Majeure has occurred and is continuing for a period of at least six (6) months, the Other Party shall have the right to terminate this Agreement upon thirty (30) days' notice.

XII - PARTNERSHIP/AGENCY; THIRD PARTIES

12.1     None of the provisions of this Agreement shall be deemed to constitute          the relationship of partnership or agency between the Parties, and          neither Party shall have any authority to bind the other Party in any          way except as provided in this Agreement.

12.2     The Parties agree that no third party which is not a Party to this          Agreement is intended to benefit from or shall have any right to          enforce any provision of this Agreement.

XIII - GOVERNING LAW

THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED ENTIRELY WITHIN SUCH STATE, WITHOUT REGARD TO THE CONFLICTS OF LAW PRINCIPLES OF SUCH STATE OTHER THAN SECTIONS 5-1401 OF THE NEW YORK GENERAL





OBLIGATIONS LAW.

Each Party irrevocably submits to the exclusive jurisdiction of (a) the Supreme Court of the State of New York, New York County, and (b) the United States District Court for the Southern District of New York, for the purposes of any suit, action or other proceeding arising out of this Agreement or any transaction contemplated hereby or thereby. Each Party agrees to commence any such action, suit or proceeding either in the United States District Court for the Southern District of New York or if such suit, action or other proceeding may not be brought in such court for jurisdictional reasons, in the Supreme Court of the State of New York, New York County. Each Party further agrees that service of any process, summons, notice or document by registered mail to such Party's respective address set forth above shall be effective service of process for any action, suit or proceeding in New York with respect to any matters to which it has submitted to jurisdiction in this Article XIII. Each Party irrevocably and unconditionally waives any objection to the laying of venue of any action, suit or proceeding arising out of this Agreement or the transactions contemplated hereby and thereby in (i) the Supreme Court of the State of New York, New York County or (ii) the United States District Court for the Southern District of New York, and hereby and thereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum.

                                                                              10

Each Party hereto hereby waives to the fullest extent permitted by applicable Law, any right it may have to a trial by jury in respect to any litigation directly or indirectly arising out of, under or in connection with this Agreement.

XIV - NOTICES

Any notice hereunder shall be deemed to be sufficiently given if sent by registered mail or by fax followed by mail to:

In the case of GALEN:

                GALEN (CHEMICALS) LIMITED                 4 Adelaide Street                 Dun Laoghaire, Co. Dublin                 Ireland

                Fax: + 353 1 214 8477

With a copy to:

                Galen Holdings PLC                 Att. Chief Executive Officer                 100 Enterprise Drive, Suite 280                 Rockaway, New Jersey 07866                 USA

                Fax: + 1 973 442 3362

In the case of LEO:

                LEO PHARMA A/S

                Att. CEO, President                 Industriparken 55                 DK-2750 Ballerup                 Denmark

                Fax: + 45 44 64 15 80

or such other address as the receiver shall have last furnished to the sender.

                                                                              11

IN WITNESS WHEREOF the Parties hereto have caused this Agreement to be duly executed in duplicate by their authorised officers as of the date last below written.

Rockaway, April ____, 2003                          Ballerup,  April ____, 2003

GALEN (CHEMICALS) LIMITED                           LEO Pharma A/S

------------------------------                      ---------------------------- Name:  Roger M. Boissonneault                       Name: Title:        Director                              Title: 
Question: Highlight the parts (if any) of this contract related to Cap On Liability that should be reviewed by a lawyer. Details: Does the contract include a cap on liability upon the breach of a party’s obligation? This includes time limitation for the counterparty to bring claims or maximum amount for recovery.
[A]:
Neither Party shall be liable to the Other Party for any direct, indirect, consequential, incidental, special, punitive or exemplary damages arising out of or relating to the

                                                                               9

suspension or termination of any of its obligations or duties under this Agreement by reason of the occurrence of Force Majeure. In the event that Force Majeure has occurred and is continuing for a period of at least six (6) months, the Other Party shall have the right to terminate this Agreement upon thirty (30) days' notice.