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 the index where the answer starts. If multiple answers seem to exist, write the index of the answer that is the most plausible. If multiple indices must be used to answer the question, the output should be a common separated list of indices.

[EX Q]: Exhibit 10.1     SPONSORSHIP AGREEMENT   BY AND BETWEEN   ANTHEMIC, LLC & VNUE   This Sponsorship Agreement (the Agreement) is entered into as of JUNE 23, 2015 (the Effective Date) by and between ANTHEMIC, LLC (ANTHEMIC) and VNUE INC (the Sponsor).   A. ANTHEMIC is producing FLOODFEST Chicago 2015. In this Agreement, Event means the FLOODfest Event at the Virgin Hotel Chicago. The Event is scheduled for Thursday July 30, 2015 thru Saturday, August 1st, 2015 (the Event Date(s)).   B. VNUE is a video streaming App/Technology Company. ANTHEMIC and VNUE both want VNUE to be a sponsor of the Event under the terms of this Agreement.   For and in consideration of the mutual covenants, rights, and obligations set forth in this Agreement, the parties agree as follows:   1. Sponsorship.   (a) During  the term of this Agreement, the Sponsor will be a co-presenting sponsor of FLOODfest Chicago at Virgin Hotel, which entitles the Sponsor to the following:   (i) Sponsor will be a non-exclusive co-presenting sponsor of the Event.   (ii) ANTHEMIC shall provide to Sponsor space for a VNUE activation on the 3rd Floor at Virgin Hotel (the Sponsor area). This space will be roughly 10 feet by 10 feet (100 square feet).   (iii) Sponsor shall receive access to the On-Site Event Dates location for onsite distribution of Company approved marketing materials. Specific amount of said materials To Be Determined, after being mutually agreed upon by both ANTHEMIC and VNUE.   (iv) Sponsor will be included as co-presenting partner upon on-site signage.   (v) Distribute approved promotional materials as part of VNUE's activation, VNUE responsible for staffing of said activation.   (vi) Conduct demonstrations, approved activation in designated area on 3rd Floor   (vii) Name  or logo usage of FLOODfest Chicago use, No Rights for use of official Lollapalooza Festival are given as part of this sponsorship.   (viii) Rights to event marks subject to FLOOD Magazine and ANTHEMIC approval.   (ix) The Sponsor's logo or name on Event website and opt in on RSVP page for event   (x) Full page ad in fall issue of FLOOD Magazine   (xi) Dedicated e-mail sent to attendees post-event to watch and/ or listen to FLOODfest content

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  (xii) One month ROS of FLOODMAGAZINE.COM. Campaign beginning August 2015. All finished art and deliverables must be sent from VNUE to ANTHEMIC by no later than July 15, 2015 to insure inclusion. Refer to media plan for specific dates. (xiii) The Sponsor's logo or name on all print and/or web Event collateral (xiv) The Sponsor's logo or name included on Event website and opt-in RSVP pages, as follows: FLOODmagazine.com/ FLOODfestChicago and/ or FLOODfest.com (xv) The Sponsor's logo or name also included on any FLOODfest Chicago flyers (digital and/ or physical). (xvi) The Sponsor's logo or name also included on FLOODfest Chicago-dedicated email blasts, both pre and post event. These email blasts will include a call to action to watch and/ or listen to content from FLOODfest Chicago shows, with a link to download the VNUE app. (xvii) Post-event email blast(s) will go out as soon as possible, once the FLOODfest Chicago content is ready, ideally targeting that next Monday, August 10, 2015. Formal blast date will be dependent upon turn-around time of content from VNUE (maximum ANTHEMIC/ FLOOD Magazine turnaround time = VNUE content delivery date+7 days). This post-event email blast will go out to tall ANTHEMIC and FLOOD Magazine RSVP's, as well as our FLOOD Magazine's national newsletter list of roughly 100,000 recipients. (xviii) There will be a press release generated by ANTHEMIC and FLOOD Magazine for FLOODfest Chicago. This press release will include mention of VNUE as co-presenting sponsor of said event. (xix) ANTHEMIC and FLOOD Magazine will promote FLOODfest Chicago content page(s), including The Sponsor logo or name via FLOOD Magazine socials including: Twitter, Facebook and Instagram. (xx) FLOOD Magazine will have at least one future editorial piece based around FLOODfest Chicago content, and VNUE will be featured within this piece. (xxi) FLOODfest Chicago data will be collected, compiled and forwarded to VNUE by Monday August 10, 2015. (xxii) VNUE may include approved FLOOD Magazine logo or name on top of videos. VNUE is also approved to use the phrasing FLOODfest LIVE at Virgin Hotel Chicago above applicable FLOODfest Chicago video content. (xxiii) ANTHEMIC and/ or FLOOD Magazine agree to introduce key VNUE personnel/ staff to key VIRGIN HOTEL CHICAGO personnel/ staff, upon receipt of final payment, on or before July 15, 2015. (b) All  costs associated with the creation, operation and management of the Sponsor Area and  any activities conducted, included (without limitation) the set-up, breakdown and staffing of the Sponsor Area, recording and filming of live shows, and artist and label/ mechanical clearances shall be the sole responsibility of the Sponsor.

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    (c) ANTHEMIC will have no liability whatsoever for (and Sponsor shall indemnify and hold ANTHEMIC harmless for) any injuries to persons, or loss of damage to property arising out of or  in any way related to the Sponsor Area, or to any property, materials, products and/or merchandise which Sponsor uses, distributes and/or exhibits during Event Dates.       2. Sponsorship Consideration.       (a) To be a sponsor of the Event, the Sponsor will pay ANTHEMIC the following:

Fee Due Dates

$75,000 - Sponsorship Fee $50,000 due upon receipt of this term sheet   $25,000 final balance payment due upon announcement date of July 15, 2015.

  (b) If the Sponsor fails to pay ANTHEMIC within the designated time period, then interest will begin to accrue immediately on the past due amount at the rate of the lesser of the maximum amount allowed by law or 10% annually. If it becomes necessary for ANTHEMIC to retain legal counsel to collect any portion of the fees due under this Agreement, in addition to all such fees, the Sponsor will be liable for payment of all legal fees incurred by ANTHEMIC plus interest at the maximum rate permitted by law on any late payments plus any other costs of collection.   3.  Term and Termination: This term of this Agreement commences on the Effective Date and terminates on August 2nd, 2015 upon completion of event. ANTHEMIC may at any time terminate this Agreement if the Sponsor breaches any material term or provision of this Agreement.   4. Sponsorship of Future FLOODfest Chicago event. Before April 1, 2016 ANTHEMIC will not discuss in any manner with any person or entity (other than the Sponsor) to be a sponsor of the Event in the Video App category. If ANTHEMIC produces the Event in 2016 and seeks a sponsor in the category, ANTHEMIC will first contact the Sponsor and provide the Sponsor with written notice (the Notice) of the terms under which the Sponsor can be the category sponsor for the 2016 Event. The Sponsor will have 15 days from receipt of the Notice to accept the terms to be the category sponsor of the 2014 Event. If the Sponsor decides not to be the category sponsor of the 2016 Event or fails to timely respond to the Notice, then ANTHEMIC may approach other parties to be the category sponsor.

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  5. License.   (a) The Sponsor grants ANTHEMIC a license to use the Sponsor's name, logo, and other identifying characteristics in promoting the Event. ANTHEMIC may use the Sponsor's name, logo, and other identifying characteristics on merchandise related to the Event, and the Sponsor is not entitled to any compensation from the sale of such merchandise. The right to use the Sponsor's name, logo and other identifying characteristics in connection with merchandise for the 2015 Event survives termination of this Agreement. After termination of this Agreement, ANTHEMIC may not design new merchandise that includes the Sponsor's name, logo, or other identifying characteristics for the 2015 Event but may produce additional previously designed and approved merchandise.   (b) During the term of this Agreement, the Sponsor may identify itself as a sponsor of the Event in any and all of its advertising for the Sponsor's products and or services in the Category. ANTHEMIC will provide the Sponsor with a suite of official logos and images for the Event to use on advertising, web site and other avenues as approved by ANTHEMIC. Any use by the Sponsor of the Event's name or logo must be approved in advance by ANTHEMIC. Any creative work used by the Sponsor with respect to this Agreement must be approved by ANTHEMIC.   (c) Any use by ANTHEMIC of the Sponsor's name or logo, must be approved in advance by the Sponsor. Subject to the preceding, ANTHEMIC has absolute control and discretion regarding all signage at the Event.   (d)  ANTHEMIC acknowledges the Sponsor's exclusive ownership in the Sponsor's trademarks and further acknowledges that the trademarks are unique and original to the Sponsor and that the Sponsor is the owner of the trademarks. ANTHEMIC will not, at any time during or after the Effective Date, dispute or contest, directly or indirectly, the Sponsor's exclusive ownership in the Sponsor's trademarks. ANTHEMIC acknowledges that its use of the Sponsor's trademarks inures to the Sponsor's benefit, and that ANTHEMIC will not acquire any ownership in the Sponsor's trademarks as a result of the license granted by this Agreement.   (e)  The Sponsor acknowledges ANTHEMIC's exclusive ownership in their respective trademarks and further acknowledges that the trademarks are unique and original to ANTHEMIC and that ANTHEMIC are the owners of their respective trademarks. The Sponsor will not, at any time after the Effective Date, dispute or contest, directly or indirectly, ANTHEMIC's exclusive ownership in their respective trademarks. The Sponsor acknowledges that its use of ANTHEMIC's trademarks inures to ANTHEMIC's benefit, and that the Sponsor will not acquire any ownership in ANTHEMIC's trademarks as a result of the license granted by this Agreement.

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  The Sponsor acknowledges that it has no claims or rights in the FLOODfest trademark and, during or after the Term of this Agreement, will not assert any claim in the FLOODfest trademark.   6. Sponsor Merchandise. The Sponsor may not distribute any merchandise or articles at the Event without ANTHEMIC's prior written consent.   7. Force Majeure. Any delay or failure of either party to perform its obligations under this Agreement is excused to the extent that it is caused by an event or occurrence beyond its reasonable control, including acts of God, actions by governmental authority (whether valid or invalid), fires, floods, windstorms, explosions, riots, natural disasters, wars, sabotage or labor problems, provided the party claiming force majeure promptly notifies the other party of the event of force majeure, the anticipated duration of the event of force majeure, and the steps being taken to remedy the failure.   8. Rain or Shine. ANTHEMIC anticipates that the Event will be held regardless of the weather. If the Event cannot be held on the scheduled dates, ANTHEMIC will make good faith efforts to re-schedule the Event. The Sponsor must provide the consideration in Section 2 regardless of whether the Event is actually held.   9. Warranties.   (a) The Sponsor's Warranty. The Sponsor warrants to ANTHEMIC that: (i) the Sponsor has the right and authority to enter into and perform its obligations under this Agreement; (ii) the Sponsor will perform its obligations under this Agreement in a commercially reasonable manner; (iii) the Sponsor's marks do not and will not violate any applicable law or regulation or infringe any proprietary, intellectual property, contract or tort right of any person; and (iv) the Sponsor owns its marks and all intellectual property rights therein.   (b) ANTHEMIC Warranty. ANTHEMIC represents and warrants to the Sponsor that: (i) ANTHEMIC has the rights and authority to enter into and perform its obligations under this Agreement, and that, in doing so, it will not violate the rights of any third parties; (ii) any ANTHEMIC- provided materials (including trademarks) will not contain any content, materials or advertising that actually or potentially violates any applicable law or regulation or infringe any proprietary, intellectual property, contract or tort right of any person; and (iii) ANTHEMIC will perform its obligations under this Agreement in a commercially reasonable manner.

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  10. Indemnification.   (a)  By The Sponsor.  The Sponsor will indemnify, hold harmless and defend ANTHEMIC, and their directors, officers, shareholders, members, managers, employees and agents from and against any action, claim, demand, expense, or liability, including reasonable attorneys' fees and court costs incurred in connection with any claim, demand, or suit for damages, injunction, or other relief to the extent such claim arises out of: (i) any allegation that the Sponsor's marks infringe a third person's copyright or trademark right, or misappropriate a third person's trade secret; (ii) any gross negligence or willful misconduct of the Sponsor; (iii) Sponsor's products; (iv) consumer or other contesting/ prizing. ANTHEMIC will have the right to participate, at its own cost, in the defense of any such claim through counsel of its own choosing.   (b) By ANTHEMIC. ANTHEMIC will indemnify, hold harmless and defend the Sponsor, and its directors, officers, employees and agents from and against any action, claim, demand, expense, or liability, including reasonable attorneys' fees and court costs incurred in connection with any claim, demand, or suit for damages, injunction, or other relief to the extent such claim arises out of: (i) any allegation that ANTHEMIC's marks infringe a third person's copyright or trademark right, or misappropriate a third person's trade secret; or (ii) any gross negligence or willful misconduct of ANTHEMIC. The Sponsor will have the right to participate, at its own cost, in the defense of any such claim through counsel of its own choosing.   11. Insurance. Without limiting or qualifying the Sponsor's liabilities, obligations, or indemnities, before the Event, the Sponsor will obtain, at its sole cost and expense, a comprehensive general liability insurance policy from a company acceptable to ANTHEMIC and authorized to do business in the state of Illinois with limits of no less than $1,000,000.00 per occurrence and $2,000,000.00 as an annual aggregate. The insurance mentioned in the preceding sentence will name ANTHEMIC as additional insured. The Sponsor will also maintain any statutorily required workers compensation insurance. The Sponsor will provide ANTHEMIC with properly executed certificates of insurance before the Sponsor provides any products or services at the Event, and the insurance will contain a provision that it cannot be reduced or cancelled unless and until the insurance company notifies ANTHEMIC. Any third party that performs services on the Event grounds on behalf of the Sponsor will be required to satisfy the same insurance requirements as provided in this section.   12. Independent Contractors. The parties and their respective personnel, are and will be independent contractors and neither party by virtue of this Agreement will have any right, power or authority to act or create any obligation on behalf of the other party, unless expressly provided in this Agreement.

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    13. Notices. All notices and payment given in accordance with this Agreement will be effective if hand delivered or sent by overnight courier or by certified mail, return receipt requested to the following addresses:   ANTHEMIC, LLC 5810 W. 3rd Street LA, CA 90036 Attn: Alan Sartirana     VNUE INC 2003 Western Avenue, Suite 460 Seattle, Washington 98121 ATTN: Matthew Carona   Addresses for notice may be changed from time to time by written notice to the other party. Any communication or payment given by mail will be effective upon the earlier of (a) five business days following deposit in a post office or other official depository under the care and custody of the United States Postal Service; or (b) actual receipt, as indicated by the return receipt. If notice or payment is given by personal delivery or by overnight air courier, the notice or payment will be effective when delivered to the appropriate address set forth above.   14.  LIMITATION OF DAMAGES. EXCEPT FOR INDEMNIFICATION  OBLIGATIONS DUE TO LIABILITIES TO THIRD PARTIES, NOTWITHSTANDING ANY PROVISION CONTAINED IN THIS AGREEMENT TO THE CONTRARY, NO PARTY TO THIS AGREEMENT WILL BE LIABLE TO ANY OTHER PARTY TO THIS AGREEMENT FOR ANY INCIDENTAL, INDIRECT, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (INCLUDING DAMAGES FOR LOSS OF USE, POWER, BUSINESS GOOD WILL, REVENUE OR PROFIT, NOR FOR INCREASED EXPENSES, OR BUSINESS INTERRUPTION) ARISING OUT OF OR RELATED TO THE PERFORMANCE OR NON PERFORMANCE OF THIS AGREEMENT UNLESS THE DAMAGES AROSE DUE TO A PARTY'S GROSS NEGLIGENCE OR WILLFUL BREACH OF THIS AGREEMENT.   15. Survival. Those provisions of this Agreement that by their nature extend  beyond termination or expiration of this Agreement will survive such termination or expiration.   16.  Assignment.  This Agreement is personal to each of the parties, and neither party may assign or delegate any of its rights or obligations under this Agreement without first obtaining the other party's written consent.

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  17. Governing Law and Venue. This Agreement is to be governed and construed according to the laws of the State of California without regard to conflicts of law. The proper exclusive venue for resolution of any dispute related to this Agreement is only in Los Angeles, California, and both parties consent to jurisdiction and venue in Los Angeles, California.   18. Entire Agreement. This Agreement contains the entire agreement between the parties relative to the subject matter and supersedes any other prior understandings, written or oral, between the parties with respect to this subject matter. No variations, modifications, or changes in the Agreement are binding on any party to the Agreement unless set forth in a document duly executed by or on behalf of such parties.   19. Section References. When this Agreement makes reference to an article, section, paragraph, clause, schedule or exhibit, that reference is to an article, section, paragraph, clause, schedule or exhibit of this Agreement unless the context clearly indicates otherwise. Whenever the words include, includes, or including are used in this Agreement, they are deemed to be followed by the words without limitation.   20. Severability. If a mediator, arbitrator, or court holds, for any reason, that one or more provisions of this Agreement is invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability will not affect any other provision of this Agreement, but such provision will be deemed deleted, and the deletion will not affect the validity of other provisions of this Agreement.   21. Counterparts. The parties may execute this Agreement in any number of counterparts, each of which is deemed an original, but all of which together constitute one and the same instrument. This Agreement may be executed by facsimile, PDF, or other electronic signature.   22. Construction. All parties have been advised to seek their own independent counsel concerning the interpretation and legal effect of this Agreement and have either obtained such counsel or have intentionally refrained from doing so and have knowingly and voluntarily waived such right. Consequently, the normal rule of construction to the effect that any drafting ambiguities are to be resolved against the drafting party will not be employed in the interpretation of this Agreement or any amendment or exhibits.

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  By their representative's signature, the parties agree to and accept this Agreement.   ANTHEMIC, LLC   VNUE, INC               By: Alan Sartirana   By: /s/ Matthew Carona                 Title: CEO/ Founder   Title: CEO                 Date: June 23, 2015   Date: June 23rd 2015

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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?
[EX A]: 9099

[EX Q]: EXHIBIT 10.26   ***Confidential treatment requested pursuant to a request for confidential treatment filed with the Securities and Exchange Commission. Omitted  portions have been filed separately with the Commission.     FLEET MAINTENANCE AGREEMENT

   1. Definitions     1.1 In this Agreement:     1.1.1 the following expressions have the following meanings unless inconsistent with the context:     the Act means the Employment Rights Act 1996.     Additional Charges means the charges to be calculated by SEV on a time and materials basis at the rates described in Clause 7  of this Agreement in respect of the provision of Excepted Services pursuant to Clause 6 of this Agreement.     Agreement means this agreement including the Schedules and the appendix made between SEV and DCL     Bodywork means, without limitation, the panels, doors, glazing, trim, seating and any custom built additions not supplied by  the original Vehicle manufacturer     CDV means an Engine powered car derived van included in this Agreement     Charger means the battery charger and related equipment of an EGV.     Chassis means the main frame, sub-frames and mounting brackets of the vehicle     Code of Practice means the HMSO code of practice set out in the appendix     Commencement Date means 16 October 2005.     Contracted Period means the period during which this Agreement is in effect.     Contract Procedure Manual means a separate operating manual that identifies procedures and documentation relevant to this  Agreement.     DCL Financial Year means the period of 12 (twelve) months commencing on the first day of each financial year of DCL during  the term of this Agreement as notified by DCL to SEV in writing or as otherwise agreed between the parties in writing (and, in the

            DATED         13 October 2005                   DCL

DAIRY CREST LIMITED (Company no 2085882) whose registered office is at Claygate House, Littleworth Road,  Esher, Surrey KT10 9PN                   SEV

SEV GROUP LIMITED (company no 4463640) whose registered office is at Unit 95/2, Tanfield Lea Industrial  Estate North, Stanley, Co Durham, DH9 9NX





     ***Confidential treatment requested pursuant to a request for confidential treatment filed with the Securities and Exchange Commission. Omitted  portions have been filed separately with the Commission.     absence of such notification or agreement, the period of 12 (twelve) months commencing on 1 April each year during the term of  this Agreement).     EGV means an electric powered goods vehicle included in this Agreement.     Employees means the employees employed by SEV during the Contracted Period who provide the Maintenance Services,  including but not limited to the Transferring Employees and/or the Future Transferring Employees     Employment Costs means all salaries, wages, commissions, bonuses, all statutory contributions, holiday pay (including  payment for accrued but untaken holiday), national insurance contributions, pension contributions made to or on behalf of  an employee, taxation (including all income tax deductible under PAYE) and all other employment costs.     Engine means an internal combustion engine consisting of the main engine block and head plus all the internal components  thereof.     Excepted Services means those services referred to in Clause 6.1 of this Agreement which do not fall within Maintenance  Services.     Final Future Transferring Employees List means the list of Future Transferring Employees who will transfer to DCL and/or a  Replacement Supplier in accordance with Clauses 19 or 20 (as the case may be) upon the Termination Date.     Fleet Size means the total number of Operational Vehicles and Spare Vehicles in use by DCL from time to time and included in  this Agreement.     FTA means Freight Transport Association or such other replacement association or organisation operating in the United  Kingdom from time to time whose aims are to represent the freight transport industry generally     Future Maintenance Services means any services which are the same as or similar to the Maintenance Services, which will be  provided by DCL and/or any Replacement Supplier after the Termination Date.     Future Transfer Date means the date(s) on which the Future Transferring Employees are transferred to DCL and/or any  Replacement Supplier pursuant to Clauses 19 or 20 (as the case may be).     Future Transferring Employees means any employee of SEV who is wholly or mainly assigned to work in the provision of the  Maintenance Services immediately prior to the Termination Date and whose employment is liable to transfer to DCL and/or any  Replacement Supplier pursuant to Clauses 19 or 20 (as the case may be).     Liabilities includes without limitation all costs, expenses, losses, damages, claims, proceedings, awards, fines, orders  (including, but not limited to, any order or notice issued by the Pensions Regulator) and other liabilities (including reasonable  legal and other professional fees and expenses) whenever arising or brought     2





     ***Confidential treatment requested pursuant to a request for confidential treatment filed with the Securities and Exchange Commission. Omitted  portions have been filed separately with the Commission.     LGV means an Engine powered large (over 7.5t gross vehicle weight) goods vehicle included in this Agreement.     Maintenance Agreement means the agreement entered into by DCL and SEV on 28 March 1999.     Maintenance Charges means the aggregate charge for the Maintenance Services calculated in accordance with Clause 3 of  this Agreement.     Maintenance Rate means the weekly charge levied by SEV to DCL tor each Vehicle included in this Agreement and set out in  Schedule One.     Maintenance Services means the provision of maintenance services as defined in Clause 4 of this Agreement.     MGV means an Engine powered medium (over 3.5t but less than 7.5t gross vehicle weight) goods vehicle included in this  Agreement.     Opening Fleet Size means the Fleet Size on the later of the Commencement Date of the first day of any DCL Financial Year and  stated in Schedule One     Operational Vehicles means Vehicles from time to time that are in regular use in the course of DCL business     Permitted Sub-Contractor means any person who SEV appoints to undertake work as all or part of the Maintenance Services  pursuant to Clause 11 below.     PG9 Notice means a PG9 Notice issued by VOSA.     Place of Repair means any agreed location where the Vehicles are serviced or repaired     Place of Use means any location within the local vicinity of the Site where the Vehicles are operated.     Provisional Future Transferring Employees List means the list of Future Transferring Employees who SEV believes will transfer  to DCL and/or a Replacement Supplier in accordance with Clauses 19 or 20 (as the case may be) upon the Termination Date.     Redundancy Costs means in relation to each Transferring Employee the amount designated as such in Schedule Two and  calculated as the sum of:-     (i) the statutory redundancy payment (calculated in accordance with section 162 of the Act) to which such Transferring  Employee would have been entitled had he been dismissed by reason of redundancy with effect from the  Commencement Date;     (ii) any contractual entitlement to additional redundancy or severance pay (including any such entitlement arising by virtue of  custom and practice) which would accrue to such Transferring Employee were he dismissed in such circumstances.     3





     ***Confidential treatment requested pursuant to a request for confidential treatment filed with the Securities and Exchange Commission. Omitted  portions have been filed separately with the Commission.     (iii) the contractual notice pay (or payment in lieu of notice) which would have been payable to such Employee in such  circumstances together with any additional notice pay which would have been payable by virtue of section 86(1) of the  Act.     (iv) all income tax and national insurance contributions properly payable in connection with the payments set out in (i) to (iii)  above      but subject to variation in accordance with clause 11.7.     Regulations means the Transfer of Undertakings (Protection of Employment) Regulations 1981 (as amended).     Replacement Supplier means any person employed or engaged to provide to DCL services similar to the Maintenance Services  provided prior to the Termination Date.     Retail Price Index means the UK Index of Retail Prices (All Items) maintained by the Central Office of Information calculated by  reference to the published figures in respect of such Index current at the last day of December in each year during the term of  this Agreement. In the event of the abolition or a fundamental variation in the basis of the said Index prior to the date upon  which the Retail Price Index is to be applied hereunder, the parties shall, at their mutual expense, obtain the opinion of an  independent Fellow of the Institute of Chartered Accountants in England and Wales as to the increase which ought to be made  (having regard to such varied or substituted index or indices as he considers appropriate) and the opinion of such accountant  (who shall act as an expert and not as an arbitrator) shall be final and binding on the parties     Schedule One means the Schedule One hereto setting out the variable terms of this Agreement and to be revised by SEV on  the first day of each DCL Financial Year following which a signed copy of the new Schedule One shall be attached to each part  of this Agreement.     SGV means an Engine powered small (up to 3.5t gross vehicle weight) goods vehicle included in this Agreement.     Site means the addresses of DCL premises where the Vehicles are stored when not in use.     Spare Vehicles means Vehicles held in a maintained and roadworthy condition for occasional use by DCL     Surplus Vehicles means Vehicles from time to time no longer in use by DCL either as Operational Vehicles or Spare Vehicles.     Termination Date means the date on which this Agreement terminates pursuant to Clause 16     Transferring Employees means the persons employed by DCL who are providing the Maintenance Services or services which  are the same or similar to the Maintenance Services immediately before the Commencement Date whose contracts of employment  after the Commencement Date will be or are deemed effected between     4





     ***Confidential treatment requested pursuant to a request for confidential treatment filed with the Securities and Exchange Commission. Omitted  portions have been filed separately with the Commission.     SEV and such persons under Regulation 5 of the Regulations and who are listed in Schedule Two.     Vehicle means any vehicle included in this Agreement.     VOSA means the Vehicle and Operator Services Agency     1.1.2 references to any statute or statutory provision include, unless she context otherwise requires, a reference to the statute or  statutory provision as modified or reenacted and in force from time to time prior to the Commencement Date and any subordinate  legislation made under the relevant statute or statutory provision in force prior to the Commencement Date;     1.1.3 references to persons will include bodies corporate, unincorporated associations and partnerships;     1.1.4 references to a document being in the agreed terms are to that document in the form agreed and for the purposes of  identification initialled by or on behalf of DCL and SEV;     1.1.5 all obligations, representations and warranties on the part of two or more persons are entered into, given or made by such  persons jointly and severally;     1.1.6 references to the singular include the plural and vice versa;     1.1.7 references to Clauses and Schedules are to Clauses of and Schedules to this Agreement, and references to paragraphs are  to paragraphs in the Schedule in which such references appear;     1.1.8 the Schedules form part of this Agreement and will have the same force and effect as if expressly set out in the body of this  Agreement;     1.1.9 the headings in this Agreement will not affect its interpretation; and     1.1.10 any phrase introduced by the term include, including, in particular or any similar expression will be construed as  illustrative and will not limit the sense of the words preceding that term.     1.2 SEV and DCL hereby expressly agree that this Agreement shall replace and take precedence over any terms set out in the  Maintenance Agreement. Accordingly, SEV and DCL hereby agree that the Maintenance Agreement is deemed to have been  terminated by them with effect from the date of this Agreement.     1.3 Within a period of three months of the Commencement Date, DCL shall enter into a master contract hire agreement with SEV (or SEV's  nominated third party finance provider) in respect of the supply of all DCL's requirements for new small (up to 3.5t gross vehicle  weight) goods vehicles for an initial period of 18 (eighteen) months from the Commencement Date. On completion of this initial  18 (eighteen) month period, and at each 18 (eighteen) month interval thereafter during the continuance of this Agreement, DCL  will review the contracted rates and provided the rates remain within     5





     ***Confidential treatment requested pursuant to a request for confidential treatment filed with the Securities and Exchange Commission. Omitted  portions have been filed separately with the Commission.     the same competitive framework as the original agreement, DCL will renew the master contract hire agreement for a further 18  (eighteen) months.     2. SEV's Obligations     In consideration of the payment by DCL from time to time of the Maintenance Charges in accordance with the provisions of Clause 3  below SEV shall during the term of this Agreement.     2.1 provide the Maintenance Services in respect of the vehicles upon the terms and conditions of this Agreement and with all due skill,  care and diligence using goods of satisfactory qualify and fit for the purpose;     2.2 ensure the Vehicles are in a roadworthy condition and comply with all relevant legal and statutory requirements so far as the same is  possible by the provision of the Maintenance Services, however, SEV shall not be liable under this Clause 2.2 in the event that  the Vehicles are not in a roadworthy conditions due to DCL breaching a term of its obligations under Clause 9 or the Code of  Practice;     2.3 abide by the health and safety policy from time to time of DCL whilst working on DCL property (subject to the prior notification of any  changes to the same by DCL to SEV);     2.4 advise DCL in writing in the event of a Vehicle not meeting its maintenance schedule for reason of being unavailable to SEV for  Maintenance Services;     2.5 provide to DCL a defect reporting book and annual service schedule chart for each Site;     2.6 provide a freefone' number for reporting out-of-hours breakdowns;     2.7 provide the following reports to DCL in a format as agreed with DCL;     2.7.1 weekly overdue service status current to date of printing;     2.7.2 monthly Vehicles serviced report;     2.7.3 monthly notification of any CDV, SGV, MGV or LGV predicted to exceed 25,000 miles per annum;     2.7.4 monthly fleet list of the Vehicles included in the Fleet Size for the purposes of calculating Maintenance Charges;     2.7.5 any further reports that may be reasonably requested by DCL from time to time;     2.8 provide suitable storage for vehicle records and reports of Maintenance Services for a period of 3 years from the date the  Maintenance Services took place and allow DCL access to them on request and at the end of this period deliver said documents  to a designated UK location as requested by DCL;     2.9 advise DCL in the event of SEV being aware of obsolete components that have a widespread usage on the Vehicles;     6





     ***Confidential treatment requested pursuant to a request for confidential treatment filed with the Securities and Exchange Commission. Omitted  portions have been filed separately with the Commission.     2.10 use its reasonable endeavours to suggest and/or implement such new processes or procedures as may be deemed reasonable by SEV  in the circumstances or as may be reasonably requested by DCL in order to ensure that the Maintenance Services are provided  in an efficient and effective way.     3. Maintenance Charges     3.1 The Maintenance Charges shall be the aggregate charge during the continuance of this Agreement calculated calendar monthly in  advance using the prevailing Fleet Size and the Maintenance Rate for each Vehicle included therein.     3.2 The Maintenance Charges shall not include the cost of any Excepted Services.     3.3 The Maintenance Charges shall be invoiced by SEV calendar monthly in advance and shall be payable by DCL within fourteen days  of the invoice date.     3.4 SEV shall not be entitled to Maintenance Charges in respect of any Vehicle which is more than two weeks overdue for service  inspection through no fault of DCL during the period from the week ending date when such inspection becomes two weeks  overdue until the week ending date that the service inspection is duly carried out. DCL shall be entitled to receive a refund in  respect of any such amounts that have already been paid and such refund to be made by credit note issued by SEV each week  that the Vehicle remains overdue for service inspection.     3.5 Maintenance Charges shall be increased annually on the first day of each DCL Financial Year in line with the last published Retail  Price Index and stated in Schedule One effective for the following year of this Agreement, a signed copy of which shall be  attached to each copy of this Agreement.     3.6 Subject to a genuine dispute, SEV reserves the right to charge DCL interest in respect of the rate payment of any Maintenance  Charges or Additional Charges due under this Agreement at the rate of 3% per annum above the base rate from time to time of  Lloyds TSB Bank PLC from the due date therefor until payment (as well after as before any judgement binding on either party).     4. Maintenance Services     The Maintenance Services shall comprise the provision by SEV during the continuance of this Agreement of the following:     4.1 servicing and inspections at intervals stated in Schedule One using the FTA report form for SGV, MGV, LGV and CDV and SEV's  report form for EGV;     4.2 preparation and submission of SGV, MGV, LGV and CDV for the relevant annual VOSA test;     7





     ***Confidential treatment requested pursuant to a request for confidential treatment filed with the Securities and Exchange Commission. Omitted  portions have been filed separately with the Commission.     4.3 recalibration and resealing of tachograph equipment on MGV and LGV to VOSA requirements;     4.4 in respect of transport refrigeration equipment on MGV and LGV up to eight years old, servicing and inspections at intervals stated in  Schedule One and repairs as required;     4.5 in respect of tail-lift equipment on MGV and LGV up to eight years old, preventative maintenance inspections at intervals stated in  Schedule One and repairs as required to the electrical and hydraulic systems but not to the main frame, sub-frames, platform  or mountings;     4.6 labour and parts to make repairs to Vehicles and Chargers due to normal wear and tear;     4.7 tyre inspections every month, puncture repairs and replacement of tyres with equal to or less than 2mm of tread remaining and in the  event of the Company failing to change a tyre with equal to or less than 2mm of tread remaining that is identified on the monthly  inspection or which is not available for inspection and the Customer is not informed as such, issue a credit note to the Customer  equal to two weeks Maintenance Charge for the Vehicle concerned;     4.8 transport to and from the Place of Repair;     4.9 respond to Vehicle breakdowns within two hours of receiving notification of the breakdown either by attending to the Vehicle if  located at the Place of Use or by informing DCL of action to be taken if located at the Site. In the event of SEV failing to attend at  the Place of Use within two hours then a senior representative of SEV will meet DCL to explain the reason for the failure. SEV  shall undertake necessary repairs or where a repair cannot be completed, recover the vehicle back to the Site or Place of Repair  and record the action taken in the defect reporting book;     4.10 battery topping (and removal of over-spill) at a maximum of fortnightly intervals for EGV;     4.11 replacement of light lenses, mirror glasses, heads and aims, number plates and vehicle charging connectors and parts thereof  damaged through accident or driver abuse;     4.12 minor Bodywork repairs due to normal wear and tear in order to maintain Vehicles in roadworthy condition, specifically:     4.12.1 repairs to locks, catches, handles and hinges;     4.12.2 repairs to seats and seat frames;     4.12.3 repairs to window mechanisms (excluding glass);     4.12.4 minor repairs to remove sharp edges, straighten bent panels, refit bumpers and secure loose items.     8





     ***Confidential treatment requested pursuant to a request for confidential treatment filed with the Securities and Exchange Commission. Omitted  portions have been filed separately with the Commission.     5. Times for Maintenance Services     SEV will provide maintenance Services 24 hours a day Monday to Friday and until 6pm on Saturday (excluding Christmas Day). In the  event of Maintenance Services being provided by SEV at DCL's request outside of this time frame, SEV will levy Additional Charges in  respect of the work earned out at the rates set out in Schedule One.     6. Excepted Services     6.1 The Maintenance Services shall not include:     6.1.1 the transportation or relocation of the Vehicles other than as described in Clause 4.8;     6.1.2 repairs required due to the use (other than by SEV) of defective or inappropriate supplies or accessories;     6.1.3 repairs required due to any disaster affecting the Vehicles inducing without limitation fire, flood, water, wind, lightning,  vandalism or burglary (other than as described in Clauses 4.11 and 4.12);     6.1.4 repairs required due to the neglect, misuse or abuse of the Vehicles by DCL, its employees or agents (other than as  described in Clauses 4.11 and 4.12);     6.1.5 repairs required to rectify damage caused by continuing to operate a Vehicle with a serious defect that should reasonably  have been recognised as such by DCL;     6.1.6 vehicle recovery from the Place Of Use to the Site (or any other location) due to a breakdown caused by a fault not covered  by the Maintenance Services;     6.1.7 repairs or replacement of wheel rims;     6.1.8 repairs or replacement of CDV, SGV, MGV and LGV Engine, gearbox, prop shaft (excluding mountings) and drive axle repairs  or replacement on Vehicles over six years old;     6.1.9 repairs or replacement of transport refrigeration equipment on EGV and SGV; transport refrigeration equipment Engine on  MGV and LGV, and; repairs or replacement of transport refrigeration equipment on MGV and LGV more than eight years  old;     6.1.10 repairs or replacement of tail-lift equipment on EGV and SGV, tail-lift main frame, sub-frames, platform and mountings on  MGV and LGV and, repairs or replacement of tail-lift; equipment on any MGV or LGV more than eight years old;     6.1.11 daily Vehicle checks as specified in the Code of Practice and any damage caused by failing to carry out same;     9





     ***Confidential treatment requested pursuant to a request for confidential treatment filed with the Securities and Exchange Commission. Omitted  portions have been filed separately with the Commission.     6.1.12 oils and fluids required to complete the daily Vehicle checks,     6.1.13 repairs to the Bodywork of the Vehicles other than as described in Clause 4.12;     6.1.14 repairs to the Chassis of the Vehicles;     6.1.15 repairs to the Bodywork as described in Clause 4.12 for a period of thirteen weeks from the Commencement Date;     6.1.16 damage or failure caused by corrosion of the Bodywork or Chassis;     6.1.17 upgrades, conversions and retrofits required due to the obsolescence of the original components used by the vehicle  manufacturer;     6.1.18 repainting (other than to avoid leaving exposed bare metal following repairs described in Clause 4.12.4) or refurbishing of  the Vehicles;     6.1.19 cleaning of the Vehicles save as necessary to complete the Maintenance Services;     6.1.20 traction battery (including boxes and connectors) replacement, maintenance (other than as described in Clause 4.10) and  repair;     6.2 SEV shall upon request by DCL provide all or any of the Excepted Services but shall be entitled to charge for the same by levying  Additional Charges in the manner described in Clause 7.     6.3 Without prejudice to Clause 6.2, SEV shall be entitled to levy Additional Charges in the manner described in Clause 7 if Maintenance  Services are provided at DCL request in circumstances where it is agreed that DCL request was unnecessary.     7. Additional Charges     7.1 Rates for Additional Charges shall be increased annually in line with the last published Retail Price Index on the first day of each DCL  Financial Year and stated in Schedule One effective for the following year of this Agreement.     7.2 Additional Charges shall be levied by SEV on completion of Excepted Services within fifteen working days otherwise DCL shall have  no obligation to pay the Additional Charges. The Additional Charges shall be payable by DCL within fifteen working days of  receipt of the invoice.     7.3 Additional Charges for labour and travelling time shall be levied at the rates stated in Schedule One.     7.4 Transportation of Vehicles on SEV transport shall be levied on a time plus mileage basis at the rates stated in Schedule One.     7.5 The time charged from the initial location of SEV transport to the point of collection and back shall be limited to a maximum of one hour  each way     10





     ***Confidential treatment requested pursuant to a request for confidential treatment filed with the Securities and Exchange Commission. Omitted  portions have been filed separately with the Commission.     7.6 Any CDV, SGV, MGV or LGV, reported monthly by SEV as described in Clause 2.7.3 and operating in excess of 25,000 miles per annum  shall be subject to an Additional Charge, calculated on a pro-rata basis, levied annually on the first day of each DCL Financial  Year     7.7 Subject always to Clause 2.1. SEV reserves the right to supply new, reconditioned or used replacement parts and materials in the  performance of its duties hereunder.     7.8 New, used and reconditioned spare parts and materials used in the completion of Excepted Services shall be levied by SEV to DCL at a  price agreed by DCL for each case.     7.9 Where SEV employs sub-contractors for Excepted Services, the Additional Charges shall be levied at the rates stated in Schedule One.    7.10 SEV shall have the consent of DCL to undertake Excepted Services without prior notification for which the Additional Charge does  not exceed the amount stated in Schedule One and provided it is agreed that the Excepted Services were required; DCL accepts  full liability for the payment thereof. Payment for Excepted Services in excess of the value stated in Schedule One that are  completed without prior approval of DCL shall be payable in full only at the discretion of DCL     8. Fleet Size     8.1 The prevailing Fleet Size shall be recalculated by SEV and agreed by DCL on the last day of each calendar month for the purpose of  calculating Maintenance Charges.     8.2 Spare Vehicles in the ratio of one Spare Vehicle to every ten Operational Vehicles (calculated by Vehicle category, and allowing for  reasonable substitutes, across the whole fleet) shall be held at each Site and are included in this Agreement in respect of Fleet  Size calculations.     8.3 The Fleet Size shall be allowed to fluctuate within a range defined as the Opening Fleet Size less ten percent to the Opening Fleet Size  plus ten percent without penalty or notice. The Fleet Size, in respect of Maintenance Charges calculations shall only be allowed  to exceed this range following either a revision of Schedule One agreed by SEV and DCL or on the first day of a DCL Financial  Year.     8.4 DCL shall first offer all Surplus Vehicles that DCL wishes to sell for sale to SEV. Any Surplus Vehicle purchased by SEV shall be  removed from DCL site within ten working days. Unless purchased by SEV, disposal of Surplus Vehicles shall be the  responsibility of DCL.     8.5 Notwithstanding any other term of this Agreement, DCL shall within a period of five months of the Commencement Date reduce the  number of MGV and LGV Vehicles in respect of which SEV is to provide Maintenance Services to a maximum of 52 Vehicles;     11

   ***Confidential treatment requested pursuant to a request for confidential treatment filed with the Securities and Exchange Commission. Omitted  portions have been filed separately with the Commission.     so as to enable SEV to undertake appropriate redundancy consultation and selection processes with those Transferring  Employees involved in the maintenance of such MGV and LGV Vehicles and where appropriate to effect the dismissal of  those Transferring Employees on the ground of redundancy.     9. DCL's Obligations     During the term of this Agreement, DCL shall:     9.1 pay SEV Additional Charges as required to ensure that any vehicle to be added to this Agreement after the Commencement  Date is in a roadworthy condition, including bodywork as described in Clause 4.12. and capable of passing a VOSA  inspection prior to inclusion in this Agreement;     9.2 use its reasonable endeavours to ensure the Vehicles are operated in accordance with the Vehicle manufacturers' instructions  and for the purposes for which they were designed;     9.3 use its reasonable endeavours to ensure that daily Vehicle checks, in accordance with the Code of Practice are completed (and  recorded daily in writing) and that tyre pressures, engine oil, coolant and windscreen washer fluid are maintained at  the correct levels and topped up if necessary;     9.4 replace, at both DCL and SEV discretion and where practical, any blown bulbs or fuses using spares provided by SEV on a  free of charge basis;     9.5 ensure that any faults or defects are reported without unnecessary delay to SEV using the procedure specified in the Contract  Procedure Manual;     9.6 to provide and make use of a Spare Vehicle in the event of a Vehicle being unavailable for operation due to Maintenance  Services;     9.7 if requested, in so far as is practical to do so, provide assistance to SEV to tow a Vehicle back to the Site or Place of Repair;





   9.8 ensure that no alterations, modifications, repairs or maintenance to the Vehicles that directly affects SEV obligations under  this Agreement, are carried out other than by SEV without prior consultation with SEV and such consent not to be  unreasonably withheld;     9.9 provide a valid road fund licencse for each Vehicle;     9.10 provide a safe working area at each Site in which SEV personnel may work on the Vehicles;     9.11 provide a safe working area where batteries can be cleaned without contamination of the water course;     9.12 provide a reasonable amount of electricity and water to SEV whilst working on the Vehicles on Site at no charge to SEV;     12





     ***Confidential treatment requested pursuant to a request for confidential treatment filed with the Securities and Exchange Commission. Omitted  portions have been filed separately with the Commission.     9.13 promptly notify SEV in writing in the event that a Vehicle is to be included within or removed from the scope of this  Agreement     10. Access to Premises     10.1 DCL shall allow SEV and authorised sub-contractors reasonable access to any premises controlled by DCL in order to  provide the Maintenance Services (the Premises) and to the extent necessary for SEV to provide the Maintenance  Services. The access shall be granted during the normal working hours for the relevant Premises. If access is required  outside the normal working hours for the relevant Premises, SEV shall arrange an appointment in advance with DCL.     10.2 SEV shall make sure that all of its employees, agents and sub contractors attending the Premises:     10.2.1 carry and keep visible suitable means of identification;     10.2.2 comply with reasonable regulations applying to conduct at the Premises.     10.2.3 comply with lawful directions given by authorised personnel of DCL relating to conduct on the Premises.     10.3 SEV shall be liable for any damage caused to the Premises by its employees, agents, sub-contractors and invitees.     10.4 Unless otherwise agreed, SEV shall be responsible for property which it brings onto the Premises and shall remove it from  the Premises when requested by DCL.     10.5 The use of the Premises is entirely at DCL's discretion and DCL may ask SEV to vacate the Premises or stop providing  Maintenance Service from Premises from time to time by giving SEV at least 30 days' written notice.     10.6 SEV shall not be liable for the failure to provide Maintenance Services due to being unable to gain access to Vehicles  through DCL exercising their rights under this Clause 10.     11. Transferring Employees     1l.1 DCL and SEV acknowledge and agree that, pursuant to the Regulations, the contracts of employment between DCL and the  Transferring Employees (except in so far as such contracts relate to any occupational pension scheme as defined in  Regulation 7 of the Regulations) will have effect after the Commencement Date as if originally made between SEV and the  Transferring Employees. SEV and/or any Permitted Sub-Contractor will make such pension provisions in respect of the  Transferring Employees as complies with its obligations under sections 257 and 258 Pensions Act 2004 and the regulations  under these sections, namely the Transfer of Employment (Pension Protection) Regulations 2005.     13





     ***Confidential treatment requested pursuant to a request for confidential treatment filed with the Securities and Exchange Commission. Omitted  portions have been filed separately with the Commission.        11.2 DCL and SEV agree that the following provisions of this Clause 11 will apply irrespective of whether or not the Regulations  apply as a matter of law     11.3 All Employment Costs in relation to the Transferring Employees in respect of:     11.3.1 up to and including the Commencement Date (whether or not due for payment at that date) will be borne by DCL     11.3.2 after the Commencement Date up to and including the Termination Date will be borne by SEV;     and will if necessary be apportioned on a time basis between SEV and DCL     11.4 DCL will indemnify and will keep SEV indemnified in full against all Liabilities arising directly or indirectly in connection with.     11.4.1 the employment or termination of employment by DCL of any of the Transferring Employees (whether or not  terminated by notice and, if so terminated, whenever that notice expires) up to and including the Commencement  Date;     11.4.2 any act, omission or default of DCL up to and including the Commencement Date in respect of the employment by  DCL of the Transferring Employees;     11.4.3 DCL's failure to inform or consult as required under Regulation 10 and 10A of the Regulations except to the extent  that any such action or claim (or any part of such action or claim) arises from any failure by SEV to give DCL the  information required from SEV to enable DCL to comply with its obligations under Regulation 10(3) of the  Regulations;     11.4.4 any claim by a Transferring Employee that such person is entitled for any reason to take benefits not relating to old  age, invalidity or survivors pursuant to the terms of any pension scheme in which SEV is not then participating, or  pursuant to the Transferring Employee's terms and conditions of employment prior to the Commencement Date;     11.4.5 any claim by any trade union, staff association or staff body recognised by DCL in respect of all or any of the  Transferring Employees arising out of DCL's failure to comply with its legal obligations to such trade unions or  staff associations or bodies; and     11.4.6 any claim by any former, existing or future employee of DCL (other than the Transferring Employees) against SEV  concerning or relating to any matter whatever.     11.5 Subject to Clause 11.6. SEV will indemnify and keep DCL indemnified in full against all Liabilities arising directly or indirectly  in connection with:     11.5.1 any Employment Costs arising in relation to the Contracted Period in relation to the Employees;     14





     ***Confidential treatment requested pursuant to a request for confidential treatment filed with the Securities and Exchange Commission. Omitted  portions have been filed separately with the Commission.     11.5.2 the employment or termination of employment by SEV of any of the Employees (whether or not terminated by notice  and, if so terminated, whenever that notice expires); and     11.5.3 any act, omission or default of SEV in respect of the employment by SEV of the Employees.     11.6 SEV has indicated to DCL that following the Commencement Date, it will undertake a review of the provision of the  Maintenance Services and the services that SEV already provides to DCL, which are similar to the Maintenance Services,  and it is possible that headcount reductions may be necessary within its workforce as a result of that review. To the extent  that such headcount reductions are effected through compulsory redundancies which affect the Transferring Employees,  DCL understands that SEV will seek to establish that such redundancies are for an economic technical or organisational  reason entailing a change in the workforce. Accordingly, DCL agrees that (subject to Clause 11.7) in the event that SEV  terminates the employment of any of the Transferring Employees on the ground of redundancy and:-     11.6.1 the date on which the applicable redundancy notice is issued falls on or within a period of 6 months commencing on  and including the Commencement Date; and     11.6.2 a copy of such redundancy notice is served (in accordance with clause 32.1) upon DCL within the same period;     then DCL will reimburse the Redundancy Costs validly incurred by SEV in association with such termination(s) to SEV  within 14 days of receipt of an invoice from SEV detailing the name of the Transferring Employee, the effective date of  termination of their employment and the date and amount of any payment of the Redundancy Costs (including a  breakdown of PAYE deducted).     11.7 DCL will reimburse Redundancy Costs to SEV in accordance with Clause 11.6 up to a maximum total sum as set out in  Schedule Two (the Redundancy Cap). However, in the event that the basis of calculation of the Redundancy Costs  applicable to all or any of the Transferring Employees as stated in Schedule Two (the Anticipated Redundancy Costs) is  challenged (whether by one or more of the Transferring Employees or by any trade union, staff association or staff body  recognised by DCL or SEV in respect of all or any of the Transferring Employees) with the result that the Anticipated  Redundancy Costs are agreed by the parties or adjudged by a competent court or tribunal to be less than the actual  Redundancy Costs (the Actual Redundancy Costs), DCL agrees to forthwith pay to SEV in addition to the Anticipated  Redundancy Costs such sum as represents the difference between the Anticipated Redundancy Costs and the Actual  Redundancy Costs; provided that DCL's liability in respect of such difference shall not exceed the sum of [***]     [***]     11.8 SEV will for the purposes of its accounts and tax return consider whether any payment received from DCL under the terms of  Clause 11.6 can be treated as a non taxable income receipt with a claim being made for the Redundancy Costs as deductible  for corporation tax purposes. Provided SEV considers that there are reasonable grounds     15





     ***Confidential treatment requested pursuant to a request for confidential treatment filed with the Securities and Exchange Commission. Omitted  portions have been filed separately with the Commission.     for submitting its tax return on this basis then upon acceptance by the HM Revenue and Customs of this treatment or  upon expiry of the relevant time limit for the HM Revenue and Customs to raise enquiries in relation to the tax return  covering the provision of the Maintenance Services SEV will pay to DCL an amount equal to the reduction in the SEV's  corporation tax liability attributable to the deductibility of the Redundancy Costs within 14 days of such acceptance or  expiry.     11.9 SEV shall only terminate the employment of any Transferring Employees under Clause 11.6 in the event that headcount  reductions are necessary (as specified under Clause 11.6) and SEV has used all reasonable endeavours to try and find  alternative employment for such employees within SEV.     11.10 SEV hereby undertakes to DCL that it will comply with all relevant legislation and case law and will use best practice in any  redundancy process it undertakes in relation to the Transferring Employees where it intends to call upon or does call upon  DCL to reimburse any Redundancy Costs so as to ensure that such dismissals are fair and reasonable in all the  circumstances.     11.11 DCL acknowledges that SEV requested DCL to provide it with various employment details in relation to the Transferring  Employees as set out in Schedule Three (Transferring Employees Information) before: the Commencement Date DCL  used all reasonable endeavours to ensure that it provided SEV with all the Transferring Employees Information and  warrants that to the best of its knowledge and belief (having undertaken all reasonable investigations and conducted all  relevant enquiries) the Transferring Employees Information was true complete and accurate when given and remains true,  complete and accurate until the Commencement Date.     11.12 DCL acknowledges that SEV is relying on the warranty set out in Clause 11.11.     11.13 The rights and remedies of SEV in respect of any breach of the warranty set out in Clause 11.11 shall not be affected by  completion of the transfer of the Transferring Employees, by any knowledge of SEV or its advisers, by the rescission or  non-rescission of this Agreement, by any investigation made by or on behalf of SEV into the affairs of DCL or by SEV  failing to exercise or delaying the exercise of any of its rights or remedies.     11.14 SEV hereby warrants to DCL that as at the date of this Agreement no claim is contemplated against DCL in relation to clause  11.11     11.15 DCL shall subject to clause 11.16 indemnify and keep SEV indemnified against any Liabilities incurred by SEV during a period  of 12 months from the Commencement Date or any potential Liabilities of which SEV becomes aware during the period of  12 months from the Commencement Date as a result of a breach by DCL of the warranty set out in clause 11.11 provided  that:     11.15.1 SEV promptly notifies DCL of any allegation of loss or damage within a period of 12 months from the  Commencement Date.     16





     ***Confidential treatment requested pursuant to a request for confidential treatment filed with the Securities and Exchange Commission. Omitted  portions have been filed separately with the Commission.     11.15.2 SEV makes no admission or prejudicial statement without DCL's consent (such consent not to be unreasonably  withheld or delayed);     11.15.3 the parties conduct and settle all negotiations and proceedings in a manner which is mutually acceptable in the  circumstances, both parties acting reasonably in the circumstances; and     11.15.4 SEV complies with its common law duty to mitigate its losses.     11.16 DCL shall not be liable to SEV under the provisions of this clause 11 for indirect loss, consequential loss or loss of profits.     11.17 DCL and SEV acknowledge that DCL may, in the normal course of its business, acquire various undertakings during the term  of this Agreement (New Undertakings) which may consist of (amongst other things) vehicles and employees involved in  the maintenance and repair of such vehicles (New Employees). Accordingly, and in the event that;     (i) DCL completes the acquisition of a New Undertaking and becomes the employer of the New Employees;     (ii) DCL notifies SEV of its desire for SEV to provide such Maintenance Services in respect of such New Undertaking;     (iii) SEV is prepared to provide such Maintenance Services in accordance with the terms of this Agreement; and     (iv) the parties agree that the Now Employees are to be employed by SEV (whether in accordance with the Regulations or  otherwise as the case may be) in order to enable SEV to provide such Maintenance Services.     the parties agree to use all reasonable endeavors to effect and document the employment by SEV of the New Employees  (again whether in accordance with the Regulations or otherwise as the case may be) and the inclusion of the applicable  vehicles within the scope of this Agreement within such timescale as the parties may agree (both parties acting reasonably  in the circumstances). For the avoidance of doubt, the parties agree that;     11.17.1 where the New Employees are to transfer to SEV in accordance with the Regulations then the terms of such transfer  shall be in substantially the same form as that wording set out in this Agreement in respect of the Transferring  Employees; and     11.17.2 whether the New Employees are to be employed by SEV pursuant to the Regulations or otherwise the agreement  between SEV and DCL providing for their employment by SEV shell include provisions which are the same or  substantially the same as clauses 18, 19 and 20 of this Agreement.     17





     ***Confidential treatment requested pursuant to a request for confidential treatment filed with the Securities and Exchange Commission. Omitted  portions have been filed separately with the Commission.     12. Changes in Legislation     In the event of changes in legislation taking place during the Contracted Period that directly affects DCL Vehicles, SEV shall seek  a cost effective resolution and such costs incurred by SEV in, meeting the new legal requirements shall be met in full by DCL,  either through Additional Charges or a revision of Schedule One.     13. Warranties and Liability     13.1 SEV does not warrant that the Maintenance Services will cause Vehicles to operate without breakdown or interruption.     13.2 SEV warrants and represents to DCL that:     13.2.1 all written information and materials given by SEV to DCL are, when given and so far as SEV is aware at the time,  accurate in all material respects,     13.2.2 it has full right, power and authority to provide the Maintenance Services to DCL on the terms of this Agreement;     13.2.3 it will provide the Maintenance Services with the degree of skill, diligence, prudence, foresight and care which would  reasonably be expected from a skilled, experienced and properly resourced person providing similar services to  that of SEV in this Agreement in similar or the same circumstances, and     13.2.4 it will use all reasonable endeavours to make sure that, when complying with its obligations under this Agreement, it  does not unreasonably interfere with the activities of DCL, its members, employees or agents.     13.3 All warranties and representations shall, unless otherwise expressly stated, continue in full force and effect during the term  of this Agreement and shall survive termination.     13.4 Subject always to Clause 13.7, SEV shall indemnify DCL against all claims, demands, actions, costs and expenses (including  legal costs and disbursements) which DCL incurs directly or indirectly as a result of any act, omission or default of SEV, its  employees, officers, agents, sub-contractors, suppliers and invitees in respect of:     13.4.1 any breach of the warranties in Clause 13.2;     13.4.2 damage to real or personal property;     13.4.3 injury to persons, including injury resulting in death.     13.5 If and to the extent that a Vehicle breakdown is caused by SEV failure to meet its obligations described in Clause 2.1, SEV  shall (subject always to Clause 13.7) indemnify DCL against any costs directly associated with and attributable to the  breakdown in relation to the Vehicle concerned and the provision of a Spare Vehicle.     18





     ***Confidential treatment requested pursuant to a request for confidential treatment filed with the Securities and Exchange Commission. Omitted  portions have been filed separately with the Commission.     SEV's liability under this Clause 13.5 shall be SEV's entire liability to DCL in relation to a Vehicle which breaks down.     13.6 SEV's entire liability in respect of the sums payable pursuant to the indemnities contained in Clauses 13.4 and 13.5 shall be  limited to the annualised value of the Maintenance Charges calculated on the Commencement Date or the last anniversary  thereof, unless SEV is insured in respect of such liability, in which case SEV's liability under Clauses 13.4 and 13.5 shall be  limited to the extent of such cover.     13.7 Nothing in this Agreement shall limit either party's liability to the other for death or injury resulting from its own or its  employees', agents' or sub-contractors' negligence or fraudulent misrepresentation.     14. Amendments     Any provision of this Agreement may be amended with the written consent of both parties.     15. Duration of Agreement     This Agreement shall commence on the Commencement Date and shall continue for an initial period of five years until terminated  in the manner described in Clause 16 below.     16. Termination     16.1 Following expiry of the initial period described in Clause 15 above, DCL or SEV giving not less than six months notice in  writing may terminate this Agreement. In addition, DCL may terminate this Agreement with effect from the 3rd, 4th or 5th  anniversary of the Commencement Date by giving not less than six months notice in writing to SEV. During the notice  period, all Clauses and provisions of this Agreement shall remain in effect. Any defects in Vehicles notified to SEV by DCL  during the notice period shall be remedied prior to the end of this Agreement. If Schedule One has expired during the  notice period then all Maintenance Charges and Additional Charges shall be charged at the rates shown in the last  effective Schedule One increased in line with the last published Retail Price Index.     16.2 DCL or SEV may terminate this Agreement forthwith by notice in writing to the other if:     16.2.1 the other is in breach of this Agreement and shall have failed (where the breach is capable of remedy) to remedy the  breach within 14 days of the date of a request in writing from the party not in breach requiring the breach to be  remedied;     16.2.2 has a Receiver, Manager, Administrator or Administrative Receiver appointed over all or any part of its undertaking,  assets or income resolution for its     19





     ***Confidential treatment requested pursuant to a request for confidential treatment filed with the Securities and Exchange Commission. Omitted  portions have been filed separately with the Commission.     winding up or has a petition granted by any Court for its winding up or for an Administration Order.     16.3 DCL may terminate this Agreement with immediate effect if Dairy Crest and/or SEV (on behalf of Dairy Crest) receives more  than three PG9 Notices in relation to the Vehicles or a Vehicle in the preceding 6 month period specifically caused by SEV  failing to meet its obligations under this Agreement or in the event that SEV breaches the Codes Of Practice relevant to the  Maintenance Services more than 3 times in the preceding 6 month period.     16.4 SEV shall remain liable for the repairs described in Clause 4.12 identified by DCL for a period of thirteen weeks from the end  of the Contracted Period and shall provide such repairs on a free of charge basis.     16.5 From receipt of notice of termination of this Agreement. SEV agrees not to employ any person to work wholly or mainly in  the provision of the Maintenance Services without the consent of DCL or any Replacement Supplier having first been  obtained (provided that such consent is not unreasonably withheld or delayed).     16.6 All Employment Costs in relation to the Future Transferring Employees in respect of the period:     16.6.1 up to and including the Termination Date (whether or not due for payment at that date) will be borne by SEV;     16.6.2 after the Termination Date will be borne by DCL and/or any Replacement Supplier;     and will if necessary be apportioned on a time basis between SEV and DCL and/or any Replacement Supplier.     16.7 SEV shall take all such steps as shall be necessary to agree with DCL and/or any Replacement Supplier a plan for the orderly  hand-over of the Maintenance Services to DCL and/or any Replacement Supplier, such that the Maintenance Services or  Future Maintenance Services can be carried on with the minimum of interruption and inconvenience to DCL and/or any  Replacement Supplier and to effect such handover.     16.8 SEV shall with effect from the Termination Date, and until such time as the plan for the handover of the Services pursuant to  Clause 16.7 has been fully implemented, SEV agrees to continue the provision of the Maintenance Services to DCL in  accordance with the terms and conditions of this Agreement.     16.9 SEV shall with effect from the Termination Date immediately cease any publicity linking itself to, and any holding of itself out  as being in any way linked with, DCL.     16.10 Termination in accordance with this Clause 16 shall not prejudice or affect a right or action which has accrued to either  party.     20





     ***Confidential treatment requested pursuant to a request for confidential treatment filed with the Securities and Exchange Commission. Omitted  portions have been filed separately with the Commission.     16.11 Any provisions which expressly or by implication are necessary for the enforcement or interpretation of this Agreement  shall survive termination     17. Provision of Information at the Termination Date     17.1 Within 14 days of receipt of written notice from DCL in accordance with Clause 16 or as soon as reasonably practicable  thereafter SEV shall, subject to the appropriate confidentiality undertakings being given, and further subject to any  restrictions imposed by law including, without limitation, any obligation under the Data Protection Act 1998, provide DCL  with;     17.1.1 SEV's Provisional Future Transferring Employees List:     17.1.2 all material terms and conditions of employment relating to the employment of the persons listed on SEV's  Provisional Future Transferring Employees List and written job descriptions if such written job descriptions are in  place:     17.1.3 a list of all other Employees who are engaged, or have beer engaged during the preceding six months, in the  provision of the Maintenance Services, together with details of their roles and an explanation of why SEV does  not consider that they will transfer under the Regulations (for example because SEV does not consider that the  Regulations will apply at all or to them).        such information together being Staffing Information.     17.2 Where Staffing Information has been provided in accordance with Clause 17.1 and SEV makes or becomes aware of any  material changes or discovers material new information SEV shall notify DCL, in writing, upon any such change or  discovery.     17.3 SEV shall warrant and represent to DCL that to the best of its knowledge and belief any Staffing Information (including  copies thereof) shall be complete and accurate in all respects and shall be kept complete and accurate.     17.4 Fourteen (14) days prior to any Future Transfer Date, SEV shall provide DCL with SEV's Final Future Transferring Employees  List and shall warrant and represent that as at that Future Transfer Date:     17.4.1 SEV's Final Future Transferring Employees List shall be complete and accurate;     17.4.2 all the Future Transferring Employees are employed by SEV and no other person employed by SEV shall be working  in or assigned to the provision of the Maintenance Services; and     17.4.3 it shall have disclosed to DCL, all material terms and conditions of employment relating the Future Transferring  Employees.     17.5 From receipt of notice of termination of this Agreement; or in respect of the actual or proposed termination of SEV's  provision of some (but not all) of the Maintenance     21

   ***Confidential treatment requested pursuant to a request for confidential treatment filed with the Securities and Exchange Commission. Omitted  portions have been filed separately with the Commission.     Services, the date upon which either party notifies the other of such partial termination, SEV shall not, and will not, other than in  the ordinary course of business (to include but not limited to any steps considered necessary by SEV to ensure compliance with  the term of this Agreement) (or if not within the ordinary course of business. without the prior written consent of DCL, such  consent not to be unreasonably withheld or delayed):     17.5.1 replace a material number of the employees on SEV's Provisional Future Transferring Employees List, deploy or assign any  other person to perform the Maintenance Services or increase the number of such employees or terminate or give notice  to terminate the employment or contracts of any persons on SEV's Provisional Future Transferring Employees List; or     17.5.2 make, propose or permit any material changes to the terms and conditions of employment of any employees listed on  SEV's Provisional Future Transferring Employees List which may reasonably be viewed as detrimental from  an employer's perspective or     17.5.3 increase the proportion of working time spent on the Maintenance Services by any of the Employees without the prior  consent of DCL (which shall not be withheld unless the granting of consent would result in an increase in the overall  number of Employees to be transferred under the Regulations to DCL and/or a Replacement Supplier); or     17.5.4 introduce any new contractual or customary practice (including for the avoidance of couot any payments on termination of  employment) applicable to any person listed on SEV's Provisional Future Transferring Employees List,     and SEV will promptly notify DCL of the period of notice given (by SEV) or received (from any person listed on SEV's  Provisional Staff Future Transferring Employees or SEV's Final Future Transferring Employees List) regardless of when such





notice takes effect.     17.6 Where SEV proposes to effect or effects (whether in the ordinary course of business or otherwise) any changes envisaged under  Clause 17.5.2, SEV shall supply a copy and/or details of any such amendments at two monthly intervals prior to three (3) months  before the Future Transfer Date and at monthly intervals thereafter uo to the Future Transfer Date to DCL.     18. Application of the Regulations     18.1 SEV and DCL anticipate that the Regulations will apply in respect of the termination of the Agreement and the subsequent transfer of  the Maintenance Services to DCL and/or to a Replacement Supplier. However, should the Regulations not apply for whatever  reason, SEV and DCL agree to nevertheless act in accordance with, and be bound by, the Regulations.     22





     ***Confidential treatment requested pursuant to a request for confidential treatment filed with the Securities and Exchange Commission. Omitted  portions have been filed separately with the Commission.     18.2 With effect from the termination of this Agreement (for whatever reason), DCL shall procure the transfer of the Management Services  either from SEV to DCL or from SEV to any Replacement Supplier     18.3 In the event that the Regulations do apply, the provisions of Clause 20 shall apply.     18.4 If the Regulations do not apply, the provisions of Clause 19 shall apply.     19. If the Regulations do not apply at the Termination Date     19.1 If the Regulations do not apply to the full or partial termination or expiry of this Agreement (for any reason) then the provisions of  this Clause 19 shall apply.     19.2 DCL shall offer (or where applicable) procure that the Replacement Supplier offers employment to any employee of SEV who is wholly  or mainly assigned to work in the provision of the Maintenance Service immediately prior to the Termination Date (Future  Agreed Transferring Employees); such offer in each case to:     19.2.1 commence on the day immediately following the date on which the Agreement terminates,     19.2.2 be on terms no less favourable than the terms on which the Future Agreed Regulation Transferring Employees are  engaged by SEV immediately before the termination of this Agreement;     19.2.3 be made in writing and copied to SEV     20. If the Regulations do apply at the Termination Date     20.1 If the Regulations do apply to the full or partial termination or expiry of this Agreement (for any reason) then DCL and SEV  acknowledge and agree that, pursuant to the Regulations, the contracts of employment between SEV and the Future  Transferring Employees (except in so far as such contracts relate to any occupational pension scheme as defined in Regulation 7  of the Regulations) will have effect after the Termination Date as if originally made between the DCL and/or any Replacement  Supplier and the Future Transferring Employees.     20.2 DCL shall provide (or, if appropriate shall procure the provision by the Replacement Supplier of) such information as may be  requested by SEV in order to comply with its duties of information and consultation under the Regulations and under sections  259-261 of the Pensions Act 2004.     20.3 SEV will from the Termination Date keep DCL and/or any Replacement Supplier indemnified in full against all Liabilities arising directly  or indirectly in connection with:     20.3.1 SEV's failure to inform or consult as required under Regulation 10 of the Regulations except to the extent that any such  action or claim (or any part of     23





     ***Confidential treatment requested pursuant to a request for confidential treatment filed with the Securities and Exchange Commission. Omitted  portions have been filed separately with the Commission.     such action or claim) arises from any failure by DCL or any Replacement Supplier to give SEV the information required  from DCL or any Replacement Supplier to enable SEV to comply with its obligations under the Regulations;     20.3.2 any claim by a Future Transferring Employee that such person is entitled for any reason to take benefits (other than  benefits relating to old age, invalidity or survivorship) pursuant to the terms of any pension scheme in which DCL or  any Replacement Supplier is not then participating, or pursuant to the Future Transferring Employee's terms and  conditions of employment prior to Termination Date.     21. Step in rights     21.1 If SEV fails to provide part or all of the Maintenance Services in accordance with this Agreement in any material respect. DCL may  notify SEV that it intends to exercise its rights under this Clause 21. DCL agrees that it shall provide SEV with notice of its  intention to exercise this Clause and shall provide SEV with a reasonable opportunity to rectify the failure to provide  Maintenance Services to the satisfaction of Dairy Crest.     21.2 DCL shall notify SEV of the reasonable costs to be incurred by DCL in the event that this Clause 21 is exercised by DCL.     21.3 If SEV does not substantially remedy the failure within a reasonable period of the notice referred to in Clause 21.1 (not to exceed 15  days), DCL may itself provide or may employ and pay a third party supplier to provide the Maintenance Services or any part of  the Maintenance Services. DCL's reasonable costs in doing this may, at DCL's option, be deducted from any sums due to the  SEV or shall be recoverable from SEV by DCL as a debt.     21.4 To the extent to which the Maintenance Services are being provided by DCL or a third party supplier under Clause 21.3, SEV will be  relieved of its obligations to provide the Maintenance Services. SEV will not be liable for the acts or omissions of DCL or the  third party supplier in providing the Maintenance Services.     21.5 DCL shall permit SEV to resume delivery of the Maintenance Services once it is satisfied on reasonable grounds that SEV will be able  to resume delivery of the Maintenance Services in accordance with this Agreement.     21.6 SEV shall co-operate in all reasonable respects with DCL and any third party supplier engaged by DCL under this Clause.     22. Insurance     22.1 SEV shall maintain in force (at its own expense) for the term of this agreement and for six years after its termination:     24





     ***Confidential treatment requested pursuant to a request for confidential treatment filed with the Securities and Exchange Commission. Omitted  portions have been filed separately with the Commission.     22.1.1 employer's liability insurance for the minimum amount of £5 million to cover injury (including death) relating to the  provision of the Maintenance Services to DCL; and     22.1.2 comprehensive general liability insurance, including professional indemnity, public liability and product liability insurance,  for the minimum amount of £5 million to cover injury (including death), loss and damage relating to the provision of the  Maintenance Services to DCL.     22.2 The insurance policies referred to in Clause 22.1 shall be with a reputable insurer and shall not include unreasonable excesses which  are unusual for this type of insurance.     22.3 Within 14 calendar days of a request by DCL, SEV shall provide evidence of the insurances which it is obliged to maintain under  Clause 22.1.     23. Legal status     SEV is an independent contractor and nothing in this Agreement shall be deemed to constitute a partnership or any employment  relationship between the parties nor shall anything in this Agreement be deemed to constitute one party the agent of the other for any  purpose.     24. Force Majeure     24.1 SEV shall not be liable for any breach of its obligations hereunder resulting from causes beyond its reasonable control including but  not limited to fires, insurrection or riots, embargoes, inability to obtain supplies and raw materials due to strikes or market  shortages (acknowledged by DCL) affecting the relevant third party suppliers, or regulations of any civil or military authority (an  Event of Force Majeure).     24.2 If a default due to an Event of Force Majeure shall continue for more than eight wooks then the party not in default shall be entitled  to terminate this Agreement on giving written notice to the other party. Neither party shall have any liability to the other in  respect of the termination of this Agreement as a result of an Event of Force Majeure. However, any termination of this  Agreement shall not affect any liability of DCL to discharge any Maintenance Charges and/or Additional Charges outstanding  at that time.     25. Invalidity and Severability     Each of the provisions contained in this Agreement shall be construed as independent of every other such provision, so that if any  provision of this Agreement shall be found by any Court or administrative body of competent jurisdiction to be invalid or unenforceable  the invalidity or unenforceability of such provision shall not affect the other provisions of this Agreement and all provisions not affected  by such invalidity or unenforceability shall remain in full force and effect     25





     ***Confidential treatment requested pursuant to a request for confidential treatment filed with the Securities and Exchange Commission. Omitted  portions have been filed separately with the Commission.     The parties hereby agree to attempt to substitute for any invalid or unenforceable provision a valid or enforceable provision that achieves  to the greatest extent possible the economic, legal and commercial objectives of the invalid or unenforceable provision     26. Assignment and sub-contractors     26.1 Neither party shall be entitled to assign the benefit of this Agreement without the prior written consent of the other party nor shall  such consent be unreasonably withheld.     26.2 SEV, with the consent of DCL and without incurring unnecessary expense, may sub-contract the performance of its obligations under  this Agreement or any part thereof and such consent will not be unreasonably withheld.     26.3 SEV shall not engage agents or sub-contractors to provide the Maintenance Services (or any material part of the Maintenance  Services) without DCL's prior consent and DCL's consent shall not be unreasonably withheld or delayed.     26.4 SEV shall remain responsible for obligations that are performed by agents or sub-contractors (and for the acts or omissions of agents  and sub-contractors) as if they were acts or omissions of SEV.     27. Value Added Tax     Save insofar as otherwise expressly provided, all amounts stated in this Agreement are expressed exclusive of value added tax and any  value added tax arising in respect of any supply made hereunder shall on the issue of a valid tax invoice in respect of the same be paid to  the party making such supply by the party to whom it is made in addition to any other consideration payable therefor.     28. Law and jurisdiction     This Agreement shall be governed by and construed in all respects in accordance with the law of England and Wales and both parties  submit to the exclusive jurisdiction of the English Courts.     29. Headings     Headings to Clauses in this Agreement are for the purposes of information and identification only and shall not be construed as forming  part of this Agreement.     30. Entire agreement     30.1 This Agreement, and the documents referred to in it, constitute the entire agreement and understanding of the parties and  extinguishes any prior drafts, and all previous     26





     ***Confidential treatment requested pursuant to a request for confidential treatment filed with the Securities and Exchange Commission. Omitted  portions have been filed separately with the Commission.     contracts, arrangements, representations, warranties of any nature whether or not in writing between the parties relating to its  subject matter     30.2 Each of the parties acknowledges and agrees that in entering into this Agreement, and the documents referred to in it, it does not rely  on, and shall have no remedy in respect of, any statement, representation, warranty or understanding (whether negligently or  innocently made) of any person (whether party to this Agreement or not) other than as expressly set out in this Agreement     31. Third party rights     A person who is not a party to this Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of  this Agreement but this does not affect any right or remedy of a third party which exists or is available apart from that Act.     32. General     32.1 Notices between the parties relating to this Agreement shall be in writing and shall either be delivered personally or sent by first class  post or fax to the registered office for the time being of the recipient. Communications if delivered by hand shall be treated as  received when delivered, if sent by first class post 48 hours after posting, if sent by air-mail post 72 hours after posting and if  sent by fax when sent. Any notices that would be treated as received out of business hours (9.00 a.m. to 5.00 p.m Monday to  Friday, excluding bank holidays) shall be deemed given on the next business day (Monday to Friday, excluding bank holidays).     32.2 Except as expressly provided under this Agreement, the rights and remedies contained in this Agreement are cumulative and are not  exclusive of any other rights or remedies provided by law or otherwise.     32.3 A failure or delay by either party to exercise any right or remedy under this Agreement shall not be construed or operate as a waiver  of that right or remedy nor shall any single or partial exercise of any right or remedy preclude the further exercise of that right or  remedy.     32.4 A waiver by either party of any breach of or default under this Agreement shall not be considered a waiver of a preceding or  subsequent breach or default.     32.5 A purported waiver or release under this Agreement is not effective unless it is a specific authorised written waiver or release.     27





     ***Confidential treatment requested pursuant to a request for confidential treatment filed with the Securities and Exchange Commission. Omitted  portions have been filed separately with the Commission.     SCHEDULE ONE     Effective 16 October 2005 to 31  March 2006     Opening Fleet Size: 2367     Maintenance Rate and Service Intervals:                                                         Vehicle   Type         Make/Model         Service Interval         Maintenance Rate                                                 Smith's Cabac/Consort                        EGV         W&E Rangemaster & 4/40                                 Electricars E/F model         13 weeks         [***] per week                                                Ford Fiesta Van                        COV         Ford Escort Van          13 weeks         [***] per week             Vauxhall Astra Van                                                                    Ford Transit <3.5t GVW                        SGV         LDV Convoy <3.5t GVW          13 weeks         [***] per week             Mercedes <3.5t GVW

s t





   28

MGV

Leyland DAF with Fridge   3501-/7500kgs         6 weeks A/B/C         [***] per week                                       MGV

Leyland DAF with T/L & Fridge   3501-7500kgs         6 weeks A/B/C         [***] per week                                       LGV

Leyland DAF with Fridge   7501-14740kgs         6 weeks A/B/C         [***] per week                                       LGV

Leyland DAF with T/L & Fridge   7501-14740kgs         6 weeks A/B/C         [***] per week                                       LGV

Leyland DAF with Fridge   14740-18000kgs         6 weeks A/B/C         [***] per week                                       LGV

Leyland DAF with T/L & Fridge   14740-18000kgs         6 weeks A/B/C         [***] per week





     ***Confidential treatment requested pursuant to a request for confidential treatment filed with the Securities and Exchange Commission. Omitted  portions have been filed separately with the Commission.     Age related Discounts/Surcharges for SGV, MGV & LGV:

   Additional Charges:







                    Age of Vehicle         Discount/Surcharge from Weekly Charge         Year 1         [***] discount



Year 2         [***] discount



Year 3         [***] discount



Year 4         NIL



Year 5         NIL



Year 6         NIL



Year 7         NIL



Year 8 onwards         [***] surcharge



            Provider          Time Period         Labour Rate         Transport Rate    Company         7am to 5pm Weekdays         [***] per hour         [***] per mile    Company         5pm to 7am Weekdays         [***] per hour         [***] per mile    Company         Saturday         [***] per hour         [***] per mile    Company         Sunday & Bank Holidays         [***] per hour         [***] per mile

      Provider         Invoice Value Plus         Min Mark-up         Max Mark-up    Sub-contractor         7.5%         [***]         [***]

    Authority Level         [***]         Without prior authorisation





29

   ***Confidential treatment requested pursuant to a request for confidential treatment filed with the Securities and Exchange Commission. Omitted  portions have been filed separately with the Commission.     SCHEDULE TWO     Transferring Employees





     ***Confidential treatment requested pursuant to a request for confidential treatment filed with the Securities and Exchange Commission. Omitted  portions have been filed separately with the Commission.     Redundancy Cap     The parties agree that the Redundancy Cap referred to in Clause 11.7 is [***]  [***]





     ***Confidential treatment requested pursuant to a request for confidential treatment filed with the Securities and Exchange Commission. Omitted  portions have been filed separately with the Commission.     APPENDIX     Code of Practice on Acceptable Standards of Maintenance     The Department of Transport accepts that many operators, particularly those new to the profession, are unaware of what is needed to meet the  required standards, and have issued, in consultation with representatives of the industry a Code of Practice to provide guidance for operators on  what is needed for good maintenance. The Code is entitled Guide to Maintaining Roadworthiness, and is published by HMSO.     The Preface to the Code repeats the caveat in the Department's Guide to Operator Licensing that the ultimate test of an operator's maintenance  system is the condition of his vehicles on the road.     It assures operators that if their maintenance systems accord with the Code they will be acceptable to Traffic Commissioners, providing the  resulting condition of their vehicles is satisfactory. However, it adds a rider that Traffic Commissioners remain free to require more stringent  arrangements than those which the operator proposes.     Advice contained in the code     The Code offers much sensible advice on what is acceptable. It thus fills the gap which previously existed between the legal requirement for safe  operation and the means by which this can be fulfilled. The Vehicle and Operator Services Agency (VOSA) is now much more specific than  hitherto about these means.     VOSA examiners have always been prepared to visit operators and advise them on their maintenance. The VOSA is now an Executive Agency with  a commercial remit, self funded by the fees it charges for inspections it provides for a commercial fee, courses for goods vehicle operators' staffs  responsible for inspecting vehicles.     The Code places considerable emphasis on regular inspections of vehicles, including a daily walkround check, the keeping of records of  inspections (Croners' Road Transport Operation: Records and Procedures gives valuable information on the types of records to be kept), and the  importance of driver defect reports (including the making of NIL Defects reports where appropriate).     The practice of keeping defect reports and records of inspection for 15 months is confirmed in the Code.     A clear indication is given that safety inspections should follow a pattern based on time, and that the interval of time between inspections should  be determined by operating conditions.     Operators are advised to own or have access to means of measuring braking efficiency. The VOSA is currently offering, on an experimental basis,  this facility to operators at some goods vehicle testing stations.     32





     ***Confidential treatment requested pursuant to a request for confidential treatment filed with the Securities and Exchange Commission. Omitted  portions have been filed separately with the Commission.     Maintenance Staff     Vehicle maintenance must be carried out by qualified maintenance staff so that the driver is well supported in his operational duties thus enabling  him to give maximum productivity during his working hours.     Fleet maintenance should be planned, with regular vehicle testing and inspection, to minimise breakdowns on the road and to assist maximum  vehicle utilisation.     The Driver's Responsibilities     The driver is the operator's representative and as such is responsible — with his employer — for any infringement of the law and he should  therefore have a working knowledge of the appropriate regulations.     Whatever the standards laid down by vehicle operators for maintenance and servicing, ultimately it is the driver who is responsible for reporting  on performances He, more than anyone else, handles the vehicle under load, which is the only time when a true test of vehicle performance can be  obtained. The driver, therefore, must ensure that he reports in good time, to the maintenance staff, any defects likely to infringe the law or affect  the safety requirements. For such purposes a Vehicle Defects Report Sheet should be supplied by the operator to his driver so that any  abnormalities can be recorded and dealt with as soon as possible.     The items for checking and reporting on the Defects Report Sheet are:     (a) fuel, oil and water     (b) brakes     (c) tyre condition and inflation pressures, spare wheel and jack     (d) wheel security, making sure that:     (i) all nuts and studs are tight     (ii) no nuts or studs are missing     (iii) no cracks are evident around wheel holes and where the centre joins the rim     (iv) where a wheel has been replaced recently the nuts are tight (these should be checked again after 30 minutes of the work being carried out)     Note: A vehicle should not be moved if any problems are found which should be reported immediately.     (e) driving mirrors, windscreen wipers and washers     (f) lights and reflectors     (g) stop-lights and direction indicators      (h) steering     33





  ***Confidential treatment requested pursuant to a request for confidential treatment filed with the Securities and Exchange Commission. Omitted  portions have been filed separately with the Commission.     (i) the tachograph instrument     (j) care and attention of batteries     (k) all controls within the cab (lighting controls and connections)     (l) water-cooling system and the use of anti-freeze     (m) fuel supply, checking and clearing air-locks (diesel fuel system)     (n) spray suppression equipment-around wheels     (o) sideguards and rear under-run guards     (p) cold starting procedure     (q) brake and light coupling systems (trailer and articulated vehicles)     (r) special equipment and controls used with tankers, tail-lifts, autocranes, etc.     (s) refrigeration systems and controls     (t) speed limiters.     Note. Headlamps, front and rear fog lamps, reversing lamps (if fitted) must be set so they do not cause dazzle to other road users Also, all  obligatory lamps and reflectors (including rear reflective markings) must be kept clean and in good working order.     34





     ***Confidential treatment requested pursuant to a request for confidential treatment filed with the Securities and Exchange Commission. Omitted  portions have been filed separately with the Commission.

   35

                  SIGNED by MARK ARLEN    )         duly authorised for and on behalf of    )    /s/ Mark Arlen    DAIRY CREST LIMITED    )



                              SIGNED by STEPHEN FISHER    )



duly authorised for and on behalf of    )    /s/ S. Fisher    SEV GROUP LIMITED    )







     ***Confidential treatment requested pursuant to a request for confidential treatment filed with the Securities and Exchange Commission. Omitted  portions have been filed separately with the Commission.     ADDENDUM TO     FLEET MAINTENANCE AGREEMENT

   Insert Additional Clause:     3.7 Notwithstanding Clause 6, SEV agrees that DCL may withhold the final monthly payment due to SEV in respect of a vehicle on hire from Lex  Vehicle Leasing t/a Business Partner (the Hirer) at the end of its contracted hire period to cover the cost of repairs or replacement that  should have been completed under the terms of this Fleet Maintenance Agreement so that it can be returned to the Hirer in good condition.  For the purposes of this Fleet Maintenance Agreement good condition means free from exterior or interior damage including dents,  scratches, damaged paintwork caused by any reason other than normal wear and tear.

            DATED         13 OCTOBER 2005                   DCL

DAIRY CREST LIMITED (Company no 2085882) whose registered office is at Claygate House, Littleworth Road, Esher,  Surrey KT10 9PN                   SEV

SEV GROUP LIMITED (company no 4463640) whose registered office is at Unit 95/2, Tanfield Lea Industrial Estate  North, Stanley, Co Durham, DH9 9NX

                          SIGNED by [NAME] RJR BETHAM    )         duly authorised for and on behalf of    )    /s/ R.J.R. Betham    DAIRY CREST LIMITED    )



               DATE 19-1-06



                              SIGNED by [NAME] S FISHER    )



duly authorised for and on behalf of    )    /s/ S. Fisher    SEV GROUP LIMITED    )











                   DATE 19-1-06 
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?
[EX A]: 66244

[EX Q]: [LOGO]

                                    EXHIBIT C

                                    AIRSOPURE                                FRANCHISE AGREEMENT

THIS AGREEMENT is entered into on this ____ day of ___________, 2000, by and between Airsopure International Group, Inc., a Nevada corporation whose principal place of business is located at 15400 Knoll Trail, Suite 200, Dallas, Texas 75248 (hereinafter AIRSOPURE or by reference we, us, our), and You:                                    ,     ------------------------------------ whose address is:

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

- ---------------------------------------- (hereinafter You or by reference Franchisee, or Your). Either Party or both Parties respectively may be referred to as Party or Parties.

                                    RECITALS

A. AIRSOPURE and its affiliate design, manufacture and distribute indoor air cleaning systems under the name and mark AIRSOPURE (the Products).

B. AIRSOPURE has developed a system for the establishment, development and operation of sales centers (AIRSOPURE Center(s) or Center(s)) for the sale and servicing of AIRSOPURE's exclusive line of Products using the service mark AIRSOPURE and other trademarks, service marks (including but not limited to, The Essence of Clean Air), logos and identifying features designated from time to time by AIRSOPURE (the Licensed Marks) and using AIRSOPURE's distinctive methods for establishing and operating AIRSOPURE Centers.

C. You desire to establish an AIRSOPURE Center to be located in the following geographic area:

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

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

(the Exclusive Territory), and AIRSOPURE desires to grant You the right to operate an AIRSOPURE Center at such location under the terms and conditions contained in this Agreement.

NOW, THEREFORE, in consideration of the mutual rights, covenants and obligations set forth herein, the Parties agree as follows:

1.  GRANT OF FRANCHISE

1.01. AIRSOPURE grants to You, and You accept from AIRSOPURE, the right and license to operate an AIRSOPURE Center (or the Franchise) for the sale or lease of AIRSOPURE's exclusive line of Products or at a location in the Exclusive Territory to be approved in writing by AIRSOPURE and listed in attached Exhibit A (the Exclusive Territory and Center Location), to purchase Products from AIRSOPURE or its affiliates for resale at the Center to customers in the Exclusive Territory, and to use the Licensed Marks only in connection with the operation of the Franchise in accordance with the terms and conditions of this Agreement. AIRSOPURE grants the Franchise to You hereunder in reliance upon Your agreement to at all times operate and manage the Franchise faithfully, honestly and diligently in strict conformance with AIRSOPURE's operating procedures and specifications, as set forth herein and as otherwise from time to time communicated to You, using Your best efforts to promote and enhance the performance and operation of the Franchise.

1.02. AIRSOPURE hereby grants to You the exclusive right to solicit customers for the Products by direct mail advertising, or other approved means, but not including the World Wide Web (Internet) nor by printed catalogues, in

                                       1

the Exclusive Territory described above and in Exhibit A. Other AIRSOPURE franchisees will not be permitted to solicit customers for Products by advertising in Your Exclusive Territory. Likewise, You may not target or solicit customers for Products by advertising in other Franchisees respective Exclusive Territories. Exclusive Territories will not overlap into other Exclusive Territories. You shall not purposely solicit sales and service to customers located outside Your Exclusive Territory, provided such activity in not within an assigned Exclusive Territory. You have been granted an exclusive trade area by this Agreement.

2.  TERM AND RENEWAL

2.01. The term of this Agreement shall be for 10 years commencing on the date of execution of this Agreement by AIRSOPURE.

2.02. At the expiration of the term or any renewal term hereof, You may, at its option, renew the Franchise granted hereunder for 2 additional terms of 10 years each on the following terms and conditions:





A. You shall give AIRSOPURE notice in writing of Your election to renew this Agreement at least 3 months prior to the expiration of the then-current term.

B. You shall not be in default of any provision of this Agreement or amendment hereto, including without limitation all payment obligations to AIRSOPURE and its affiliates.

C. As a condition of renewal of the Franchise, You agree to execute AIRSOPURE's then-current form of franchise agreement and to comply fully with all terms and conditions thereof, and to pay AIRSOPURE the then-current renewal fee, which is presently $1,000.00. You understand that AIRSOPURE may revise its franchise agreement for any renewal term, at AIRSOPURE's sole discretion, including without limitation to increase the royalty fees or other fees payable by You or to require other obligations of franchisees.

D. You shall meet AIRSOPURE's then-current qualifications and training requirements.

E. You shall execute a general release in a form prescribed by AIRSOPURE releasing AIRSOPURE and its affiliates, directors, officers, employees and agents from all known and unknown claims and liabilities to the extent permitted by state and federal law.

F. You may be required, at AIRSOPURE's sole discretion, to upgrade or remodel Your AIRSOPURE Center to conform to AIRSOPURE's then-current specifications and standards as specified in AIRSOPURE's Operating Manual of otherwise in writing, provided such upgrade or remodel is reasonable in terms of cost and implementation schedule.

3.  FEES

3.01. In consideration of the Franchise rights and license granted herein, You agree to pay to AIRSOPURE the following fees:

A. You shall pay to AIRSOPURE an initial franchise fee of $25,000.00 upon execution of this Agreement. You agree that the initial franchise fee represents payment for the initial grant of the Franchise rights and license granted herein, shall be fully earned upon execution of this Agreement, and the said fee will not be refunded under any circumstances unless otherwise specifically set forth herein. You must find a suitable Center site within 90 days of signing the Franchise Agreement, unless we mutually agree otherwise. If we cannot agree on a Center location, within 4 months, we may a) extend your search time, b) exchange your territory, or c) terminate your Franchise and refund up to 70% of your Franchise Fee, at our sole discretion. There are no refunds under any other circumstances.

B. You shall pay to AIRSOPURE a continuing non-refundable royalty fee on a monthly basis of

                                       2

5% of Your total monthly gross sales, as defined below. This fee is due by the 7th of the month for the preceding month.

C. You shall account to AIRSOPURE for Your continuing non-refundable local advertising fee of 2% of Your total monthly gross sales, which You must spend on the promotion of Your Center. This accounting is due by the 7th of the month for the preceding month.

D. You shall pay to AIRSOPURE a continuing non-refundable Advertising Fund fee of 2% of Your total monthly gross sales, beginning January 1, 2001, or later at our sole option, as described in Section 10 hereof. This fee will be due by the 7th of the month for the preceding month.

E. Gross sales as used in this Section 3.01 shall mean the amount of gross revenues received by You from all sources, including without limitation sales of Products, services or other merchandise of every kind or nature from, at or in connection with the operation of the AIRSOPURE Center granted herein, excluding state, federal or local sales taxes collected from customers and paid to the appropriate taxing authority.

F. Fees payable under Paragraphs 3.01.B and 3.01.D above shall be due and payable monthly by the seventh day of each month, based on Your gross sales of the previous month. Delinquent fees shall bear interest at a rate of the lower of: (i) one and one-half percent (1.5%) per month, or (ii) the maximum rate permitted by applicable law.

4.  DUTIES OF AIRSOPURE

4.01. Prior to the opening of the Franchise, AIRSOPURE shall:

A. Following receipt in writing from You of a request for approval of at least 3 possible locations as the Authorized Location for the Franchise, AIRSOPURE will promptly evaluate such locations and notify You in writing of its approval or rejection of such location(s) within 7 working days.

B. Provide You with AIRSOPURE's specifications and requirements or other assistance deemed necessary by AIRSOPURE to assist You in opening the Center.

C. Provide an initial training program for 2 people to be designated by You as described in AIRSOPURE's Operations Manual.

D. Provide one copy, on loan to You, of AIRSOPURE's Operations Manual as described in Section 8 hereof for use solely in connection with operation of the





AIRSOPURE Center granted hereunder.

E. Sell to You an opening order of Products for resale or lease at the Franchise as described in Paragraph 6.01 below.

4.02. Following the opening of the Franchise, AIRSOPURE shall:

A. Provide daily consultation by telephone as reasonably requested by You during the first two weeks of operation of the AIRSOPURE Center Franchise.

B. Provide continuing general advisory assistance as deemed necessary by AIRSOPURE regarding the operation and advertising of the Franchise.

C. Provide updates, revisions and amendments to the AIRSOPURE Operating Manual and system as AIRSOPURE may from time to time deem necessary or desirable.

D. Fill Your orders for Products for resale at the Franchise in accordance with Section 6 below.

E. Provide training programs or seminars as AIRSOPURE may, from time to time in its sole discretion, deem appropriate. AIRSOPURE's training programs for franchisees is described in AIRSOPURE's Operations Manual, and is subject to change at any time in AIRSOPURE's sole

                                       3

discretion.

F. AIRSOPURE may, from time to time at its sole discretion, provide test customers or store visits by AIRSOPURE representatives to evaluate Your methods of operation and compliance with AIRSOPURE's standards and specifications.

5.  YOUR DUTIES

5.01.  You shall: A. You must find a suitable Center site within 90 days of signing the Franchise Agreement, unless we mutually agree otherwise, and attend (or if You are a corporation, Your majority shareholder will attend or Your Operating Principal or manager and one other employee) and successfully complete to AIRSOPURE's reasonable satisfaction AIRSOPURE's initial training program within 90 DAYS following execution of this Agreement.

B. Obtain all federal, state and local business licenses, permits, certifications and bonds required for lawful operation of the Franchise and certify in writing to AIRSOPURE prior to opening that all such requirements have been obtained.

C. Attend (with Your manager) and complete to AIRSOPURE's reasonable satisfaction such continuing training or educational programs as AIRSOPURE may from time to time require in writing. AIRSOPURE will not charge You for the training programs, but You shall be responsible for the costs of meals, lodging, travel and all other expenses incurred by You or Your employees in attending such programs.

D. Actively promote AIRSOPURE's Products and services and exert Your best efforts to fully develop and maximize the market for AIRSOPURE's Products and services in Your Exclusive Territory.

E. Devote Your full time (or if You are a corporation, designate a manager) to oversee the management and operation of the Center.

F. Purchase and maintain and adequate supply for use in connection with the operation of the Franchise Business various copyrighted materials and forms which are the proprietary property of AIRSOPURE and which are an integral part of AIRSOPURE's system franchised hereunder. Other supplies and equipment necessary for operation of the Center may be purchased from third Party suppliers who meet AIRSOPURE's standards and specifications and have been approved in writing by AIRSOPURE in accordance with the procedures set forth in AIRSOPURE's Operating Manual, which may be amended from time to time by AIRSOPURE at its sole discretion.

G. Purchase Products from AIRSOPURE for resale to customers in the Exclusive Territory in accordance with Section 6 below.

H. Comply with all federal, state and local health and safety laws, rules and standards applicable to operation of the Franchise. You will forward copies of all notices of non-compliance by the Franchise with any law, rule, regulation or ordinance to AIRSOPURE within three days from receipt thereof accompanied by a summary of action You will take to comply.

I. Maintain adequate working capital to operate the Franchise in accordance with the AIRSOPURE Operations Manual, as such may be amended by AIRSOPURE from time to time.

J. Operate the Franchise in strict conformance with AIRSOPURE's policies, procedures, standards and specifications as may be prescribed by AIRSOPURE from time to time in the Operations Manual or otherwise in writing, including without limitation all changes specified by AIRSOPURE to its system or Products. .

K. Display AIRSOPURE's Licensed Marks or logos on all marketing materials and at Your AIRSOPURE Center. AIRSOPURE reserves the

                                       4





right to alter or change its Licensed Marks, logos or trade dress at any time, and You agree to use such Licensed Marks, logos or trade dress as specified from time to time by AIRSOPURE promptly upon receipt of notice in writing from AIRSOPURE.

L. Maintain and supply to third Parties upon request information to be supplied by AIRSOPURE regarding the availability of franchises.

M. Provide AIRSOPURE and its representatives with unlimited access to FRANCHISEE'S offices or its AIRSOPURE Center (personal residence excluded), including Your books, computer system (for sales and products only, unless we are auditing You) and records of the Franchise, during normal business hours for purposes of conducting inspections to fully examine and evaluate Your methods of doing business, including interviews with Your employees and customers.

N. You acknowledge and agree that such inspections and evaluations are necessary for AIRSOPURE to insure the maintenance of its quality standards, and You agree to fully cooperate with any reasonable request by AIRSOPURE in connection with such inspections and evaluations.

O. Diligently and immediately take such steps as are deemed reasonably necessary by AIRSOPURE to correct any deficiencies detected by AIRSOPURE in Your adherence to AIRSOPURE's operating policies, procedures, standards and specifications.

P. In the event You are a corporation, comply with the following:

1. You will provide in Your Articles of Incorporation that Your sole corporate purpose is the operation of the Franchise.

2. Every certificate for shares of stock in the corporation will include the following legend printed thereon if sole purpose of the corporation is to own and operate franchised business:

THE TRANSFER, PLEDGE OR ASSIGNMENT OF THE SHARES REPRESENTED BY THIS CERTIFICATE IS SUBJECT TO THE TERMS AND RESTRICTIONS CONTAINED IN A FRANCHISE AGREEMENT BETWEEN THE HOLDER OF THESE SHARES AND AIRSOPURE FRANCHISE GROUP, INC.

3. You agree to comply with the restrictions on transfer of ownership of the corporation set forth in Section 12.02 below.

4. You will provide AIRSOPURE, prior to the opening of the Franchise, with copies of Your Articles of Incorporation, Bylaws and other governing documents, including all amendments thereto, and a copy of the resolutions by Your Board of Directors authorizing execution of this Agreement, certified by the Secretary of the corporation.

5. You will provide AIRSOPURE with a current list of shareholders and will update such list from time to time as the list changes.

6. Each shareholder of the corporation (if sole corporate purpose is the franchise), will execute a personal guarantee of Your performance under this Agreement and all amounts owed by You to AIRSOPURE in the form of attached Exhibit B.

Q. The Parties recognize the importance of fully developing the market for Products in the Exclusive Territory, and a substantial part of the consideration for and inducement to AIRSOPURE to enter into this Agreement is Your agreement to devote Your best efforts to market, sell and support Products to customers located in Your Exclusive Territory. You agree to concentrate Your marketing efforts to customers located in Your Territory, and You agree not to advertise the Products using media or publications whose primary coverage area is outside Your Exclusive Territory.

                                       5

R. You may relocate Your Center at Your sole expense, within Your Exclusive Territory, provided You give us written notification at least 30 days prior to relocation stating the reasons for such a move.

6.  PURCHASE AND SALE OF PRODUCTS

6.01. You will purchase from AIRSOPURE and AIRSOPURE will sell to You for resale or lease at the Center to customers in the Exclusive Territory an opening order of Products having an aggregate cost to You of from $5,000.00 to $10,000.00, by mutual agreement, based on market conditions. Such purchase must be consummated in its entirety before You open Your Center, unless AIRSOPURE agrees in writing to extend such time period.

6.02. After the opening order contemplated by the preceding Paragraph, You will from time to time place orders for Products with AIRSOPURE on the following basis:

A. All orders for Products shall be accompanied by payment, unless at AIRSOPURE's sole discretion, other payment terms are permitted.

B. All orders will be shipped freight collect unless freight is paid in advance by You.

C. You will pay the prices then prevailing at the time AIRSOPURE receives each order. Such prices are subject to change at any time by AIRSOPURE.

D. All merchandise will be shipped to You at the Center for resale to customers





in the Exclusive Territory. You will sell Products only to end-user customers and not for resale. You will not sell or lease Products at any location other than within Your Exclusive Territory, engage in mail order sales of Products or supply Products to others for resale or lease at any other location.

E. All orders for Products are subject to availability. In the event any Product is in short supply, AIRSOPURE shall have the right to allocate such Product on an equitable basis.

F. You will not modify the Products, and You will not offer or carry any products or services other than AIRSOPURE's Products and services specified by AIRSOPURE without written approval from AIRSOPURE.

G. Notwithstanding nationally advertised prices by AIRSOPURE, You may resell Products purchased under this Agreement at prices set by You. However, AIRSOPURE retains the right, to the extent permitted by law, to refuse to fill Your orders for Products if You fail to honor AIRSOPURE's suggested prices for the same Products sold by other franchise owners in Your region.

7.  LICENSED MARKS

7.01. AIRSOPURE represents with respect to the Licensed Marks that:

A. AIRSOPURE is the owner of all right, title and interest in and to the Licensed Marks or has the right and license to use and grant a license to You to use the said Licensed Marks.

B. AIRSOPURE will take all steps reasonably necessary to preserve and protect the ownership and validity in and to the Licensed Marks.

7.02. With respect to Your licensed use of the Licensed Marks pursuant to this Agreement, You agree that:

A. You shall use only the Licensed Marks designated by AIRSOPURE and shall use them only in the manner authorized and permitted by AIRSOPURE.

B. You shall use the Licensed Marks only for the operation of the Franchise at the Authorized Location.

                                       6

C. During the term of this Agreement, You shall identify Yourself as the owner of the Franchise in conjunction with any use of the Licensed Marks, including, but not limited to, on invoices, order forms, receipts, business cards, contracts and at such conspicuous locations on the Center's premises or in the field as AIRSOPURE may specify. The identification shall be in a form which specifies Your name, followed by the term Independent Franchise Owner or such other identification as shall be approved by AIRSOPURE.

D. You shall not use the Licensed Marks to incur any obligation or indebtedness on behalf of AIRSOPURE, and You shall not represent that Your Center is owned, operated by or affiliated with AIRSOPURE other than as a franchisee.

E. You shall not use the Licensed Marks as part of Your corporate or other legal name, without the prior written consent of AIRSOPURE.

F. You shall file an assumed name registration, and shall execute any documents deemed necessary by AIRSOPURE to obtain protection for the Licensed Marks or to maintain their continued validity and enforceability.

7.03. You expressly understand and acknowledge that:

A. As between the Parties hereto, AIRSOPURE, by its trademark License Agreement with Airsopure, Inc. is the licensor of all right, title and interest in and to the Licensed Marks and the goodwill associated with and symbolized by them.

B. You shall not directly or indirectly contest the validity of the ownership of the Licensed Marks.

C. Your use of the Licensed Marks pursuant to this Agreement does not give You any ownership interest or other interest in or to the Licensed Marks.

D. Any and all goodwill arising from Your use of the Licensed Marks in the Franchise under AIRSOPURE's system shall inure solely and exclusively to the benefit of AIRSOPURE, and upon expiration or termination of this Agreement and the Franchise herein granted, no monetary amount shall be assigned as attributable to any goodwill associated with Your use of the Licensed Marks.

E. The right and license to use the Licensed Marks granted hereunder to You is nonexclusive, and AIRSOPURE may use and grant franchises to others to use the Licensed Marks in any manner except as expressly provided otherwise herein.

F. AIRSOPURE reserves the right to substitute different Licensed Marks for use in identifying the System and the businesses operating thereunder, and You agree to comply with AIRSOPURE's requirements relating thereto.

7.04. You shall promptly notify AIRSOPURE of any unauthorized use of the Licensed Marks or marks confusingly similar thereto, any challenge to the validity of the Licensed Marks, or any challenge to AIRSOPURE's ownership of, or Your right to use, the Licensed Marks. You acknowledge that AIRSOPURE has the sole right to direct and control any administrative proceeding or litigation involving the Licensed Marks, including any settlement thereof. AIRSOPURE has the right, but not the obligation, to take action against uses by others that may constitute infringement of the Licensed Marks.





7.05. Provided You have used the Licensed Marks in accordance with this Franchise Agreement and AIRSOPURE's Operations Manual, AIRSOPURE will defend You at AIRSOPURE's expense against any third Party claim, suit or demand involving the Licensed Marks and arising out of Your use thereof. In the event that You have not used the Licensed Marks in accordance with this Agreement, AIRSOPURE shall defend You, at Your expense, against such third Party claims, suits or demands.

                                       7

7.06. In the event of any litigation or administrative proceeding relating to the Licensed Marks, You shall execute any and all documents and do all acts as may, in the opinion of AIRSOPURE, be necessary to carry out such defense or prosecution, including, but not limited to, becoming a nominal Party to any legal action. Except to the extent that such litigation is the result of Your use of the Proprietary Marks in a manner inconsistent with the terms of this Agreement, AIRSOPURE agrees to reimburse You for its out-of-pocket costs in performing such acts, except that You shall bear the salary costs of its employees, and AIRSOPURE shall bear the cost of any judgment or settlement.

8.  OPERATIONS MANUAL

8.01. AIRSOPURE shall provide You with one copy of AIRSOPURE's Operations Manual covering the proper operating and marketing techniques and the standards and specifications for operation of the Franchise. You agree to fully comply with the Operations Manual in its entirety as an essential aspect of Your obligations under this Agreement. Failure to so comply shall be treated as a breach of this Agreement.

8.02. You shall at all times treat the Operations Manual, all supplements and revisions thereto, any other operations manual, brochure or memorandum created for or approved for use in the operation of the Franchise and the information contained therein as the confidential and proprietary information of AIRSOPURE, and shall use all reasonable efforts to maintain the confidentiality of such information. You shall not at any time, without AIRSOPURE's prior written consent, copy, duplicate, record, or otherwise reproduce the foregoing materials, in whole or in part, nor otherwise make the same available to any unauthorized person. You may disclose such information and materials only to such of Your employees or agents, or others who must have access to it in connection with their employment or the performance of this Agreement, in which event You shall obtain the agreement of such persons and entities to maintain the confidentiality thereof. The Operations Manual shall remain at all times the sole property of AIRSOPURE.

8.03. AIRSOPURE may from time to time revise the contents of the Operations Manual, and You expressly agree to comply with each new or changed standard, specification or procedure set forth therein. You shall at all times ensure that Your copy of the Operations Manual is kept current and up to date. In the event of any dispute as to the content of the Operations Manual, the terms of the master copy of the Operations Manual maintained by AIRSOPURE at AIRSOPURE's home office shall be controlling.

9.  ACCOUNTING AND RECORDS

9.01. During the term of this Agreement, You shall maintain and preserve, for at least five years from the date of their preparation, full, complete, and accurate, books, records and accounts in the form and manner prescribed by AIRSOPURE from time to time in the Operations Manual or otherwise in writing.

9.02. You shall, at Your expense, submit to AIRSOPURE, by the 7th day of each month, a monthly statement on forms prescribed by AIRSOPURE accurately reflecting gross sales of the Franchise for the preceding calendar month. Each statement shall accompany Your monthly royalty and advertising fund fee payments and shall be signed by You attesting that it is true and correct.

9.03. You shall, at Your expense, submit to AIRSOPURE an annual financial statement for the Franchise, which includes an income statement prepared in accordance with generally accepted accounting principals, within 90 days of the end of each fiscal year during the term hereof. Each statement shall be signed by You attesting that it is true and correct.

9.04. You shall submit to AIRSOPURE for review and auditing such other forms, reports,

                                       8

records, information and data, as AIRSOPURE may reasonably request in writing.

9.05. AIRSOPURE or its designated agents shall have the right at all reasonable times to examine and copy, at its expense, all books, records, receipts and tax returns of Yours related to the Franchise and, at its option, to have an independent audit made, and thereupon be allowed to search Your computer accounting files. If an inspection or audit should reveal that payments have been understated in any report to AIRSOPURE, then You shall immediately pay to AIRSOPURE the amount understated upon demand, in addition to interest from the date such amount was due until paid, at the prime rate being charged by Bank of America on the date the payment was due plus 2%, or the maximum rate permitted by law, whichever is less. If an inspection discloses an underpayment to AIRSOPURE of 2% or more of the total amount that should have been paid to AIRSOPURE, You shall, in addition to repayment of such understated amount with interest, reimburse AIRSOPURE for any and all costs and expenses incurred in connection with the inspection or audit (including, without limitation,





reasonable accounting and attorneys' fees). The foregoing remedies shall be in addition to any other remedies AIRSOPURE may have, including without limitation, the remedies for default.

10.  MARKETING AND ADVERTISING

10.01. You shall submit to AIRSOPURE for review prior to use samples of all advertising and promotional materials that have not been previously approved by AIRSOPURE. AIRSOPURE shall notify You of its approval or disapproval within 7 days or less from the date of receipt by AIRSOPURE of such materials. Failure by You to obtain the prior approval in writing of AIRSOPURE for all advertising and promotional materials shall be a violation of this Agreement.

10.02. AIRSOPURE has established an advertising fund (the Fund) to build recognition of the Products and the Licensed Marks and to promote AIRSOPURE's Products and the Franchise. You shall participate in the Fund, in addition to Your obligation to conduct local advertising of the Franchise, on the basis described in Paragraph 3.01.D above.

10.03. AIRSOPURE will administer the Fund as follows:

A. The Fund shall be maintained in a separate bank account. Upon request by You, AIRSOPURE will provide an annual accounting of amounts spent from the Fund, including a reasonable allocation to cover AIRSOPURE's overhead expenses for administration and management of the Fund.

B. AIRSOPURE may allocate amounts held in the Fund at its discretion as AIRSOPURE deems appropriate. You are not guaranteed that any particular amount or percentage of the Fund will be spent in Your local market.

C. AIRSOPURE shall have the right to terminate the Fund at any time. However, the Fund will not be terminated until all moneys in the Fund have been expended for the purposes stated in Paragraph 10.02 above.

D. AIRSOPURE may from time to time amend its policies or establish new policies and procedures for administration of the Fund.

10.04. In addition to its monthly contribution to the Fund, You shall spend an amount equal to at least 2% of Your total monthly gross sales (as defined in Paragraph 3.01.C above) on local advertising in Your Exclusive Territory. You shall submit to AIRSOPURE a monthly report to accompany Your advertising fund fee and royalty fee payments accounting for and evidencing Your local advertising expenditures. Your local advertising shall comply with the procedures specified in Paragraph 10.01 above.

                                       9

11.  INSURANCE

11.01. You shall procure and maintain in full force and effect during the term of this Agreement, at Your expense, insurance policies written by an insurance company satisfactory to AIRSOPURE in accordance with standards and specifications set forth in the Operations Manual or otherwise by AIRSOPURE in writing. Such policies shall name AIRSOPURE as an additional insured and shall include, at a minimum:

A. Comprehensive general liability insurance in the amount of $1,000,000.00.

B. Comprehensive automobile liability insurance, including collision, comprehensive, medical and liability to satisfy state law requirements.

C. Additional coverage's and higher policy limits may be required from time to time by AIRSOPURE.

11.02. At least 7 days prior to the opening of the Center and on each policy renewal date thereafter, You shall submit to AIRSOPURE copies of all policies and policy amendments. The evidence of insurance shall include a statement by the insurer that the policy or policies will not be canceled or materially altered without at least 30 days prior written notice to AIRSOPURE.

11.03. Your obligation to obtain and maintain the foregoing policy or policies in the amounts specified shall not be limited in any way by reason of any insurance which may be maintained by AIRSOPURE, nor shall Your performance of that obligation relieve You of liability under the indemnity provisions set forth in Section 17 of this Agreement.

11.04. Should You, for any reason, fail to procure or maintain the insurance required by this Agreement, AIRSOPURE shall have the right and authority (without, however, any obligation to do so) immediately to procure such insurance and to charge same to You, which charges, together with a reasonable fee for AIRSOPURE's expenses in so acting, shall be payable by You immediately upon notice. AIRSOPURE is not a licensed insurance agent or agency.

12.  TRANSFER OF INTEREST

12.01.   Transfer by AIRSOPURE

A. AIRSOPURE shall have the right to transfer or assign all or any part of its rights or obligations in this Agreement to any person or legal entity. AIRSOPURE may sell or assign any of its assets, including without limitation the Licensed Marks, the system or Products, to any person or legal entity without liability or obligation to You.

B. Nothing in this Agreement or otherwise shall obligate AIRSOPURE to remain in





the indoor air purification business in the event AIRSOPURE should exercise its right to assign this Agreement or its assets which are the subject of this Agreement to a third Party.

12.02.   Transfer by You A. You agree that the rights and duties set forth in this Agreement are personal to You, and that AIRSOPURE has entered into this Agreement and granted the Franchise rights and license hereunder in reliance on Your business skill, financial capacity, and character. Accordingly, You shall not sell, assign, transfer, convey, give away, mortgage or otherwise encumber any direct or indirect interest in the Franchise without the prior written consent of AIRSOPURE.

B. Any purported assignment or transfer, by operation of law or otherwise, not having the prior written consent of AIRSOPURE shall be null and void and shall constitute a material breach of this Agreement.

C. AIRSOPURE shall not unreasonably withhold its consent to a transfer of any interest in Your Franchise or in this Agreement if the following conditions have been met:

1. All of Your accrued monetary and other

                                       10

obligations to AIRSOPURE and its subsidiaries, affiliates and suppliers shall have been satisfied;

2. You shall not be in default of any provisions of this Agreement or any other agreement between You and AIRSOPURE or its affiliates or suppliers;

3. You shall have executed a general release, in a form satisfactory to AIRSOPURE, of any and all claims against AIRSOPURE and its officers, directors, shareholders and employees.

4. You shall remain liable for all obligations to AIRSOPURE in connection with the Franchise prior to the effective date of the transfer;

5. The transferee shall enter into a written assignment in a form satisfactory to AIRSOPURE assuming and agreeing to discharge all of Your obligations under this Agreement;

6. The transferee shall demonstrate to AIRSOPURE's satisfaction that the transferee meets AIRSOPURE's then existing requirements and qualifications for the granting of an AIRSOPURE Franchise;

7. The transferee shall execute for a term ending on the expiration date of this Agreement the standard form franchise agreement then being offered to new franchisees and such other ancillary agreements and documents as AIRSOPURE may then require for the Franchise, which may include changes in required fee payments or other terms;

8. The transferee shall agree to upgrade the Franchise to conform to the then current standards and specifications for AIRSOPURE franchises;

9. Transferee and its employees shall complete such training programs as AIRSOPURE may reasonably require, at the transferee's expense;

10. You shall pay AIRSOPURE a transfer fee of $1000.00 to cover AIRSOPURE's administrative expenses in connection with the transfer.

12.03.   Right of First Refusal

In the event You desire to sell the AIRSOPURE Center and Franchise rights and license granted herein, or any part of Your stock interest in a corporation that has been granted such rights, and receives a bona fide acceptable offer in writing, You agree to notify AIRSOPURE in writing of the terms and conditions of such offer. AIRSOPURE shall have the option, within 15 days after receipt of such written notice, to notify You that AIRSOPURE elects to purchase the rights and license granted herein or stock ownership on the same terms and conditions as the bona fide written offer. You agree to sell to AIRSOPURE on the same terms and conditions as the bona fide offer and to comply with all applicable laws relating to bulk transfers of assets. If AIRSOPURE fails to notify You of its election to exercise its right of first refusal granted herein within the thirty day period, then You may sell the franchise rights and license or the stock for the amount of the bona fide offer, subject to AIRSOPURE's rights under Section 12.02 above. Any material change in the terms or conditions of any offer prior to closing shall constitute a new offer subject to AIRSOPURE's right of first refusal described herein. If You fail to consummate the transaction within 30 days from the earlier of: (a) receipt of notice from AIRSOPURE that it elects not to exercise its right of first refusal, or (b) expiration of the 15 day period referred to herein, then You must resubmit the proposed transaction to AIRSOPURE, and AIRSOPURE shall have a new 15 day review period and right of first refusal.

12.04.   Transfer Upon Death or Mental Incapacity Upon Your death or mental incapacity, or a person owning all or controlling interest in Your Franchise, AIRSOPURE shall consent to the transfer of such interest to Your spouse or heirs provided, in AIRSOPURE's sole determination, such person(s) meet AIRSOPURE's then existing requirements and qualifications for the granting of an AIRSOPURE Franchise. If the said transfer

                                       11





shall not be approved by AIRSOPURE, Your executor, administrator or personal representative shall transfer Your interest to a third Party approved by AIRSOPURE within 6 months after Your death or the determination of Your mental incapacity. If Your interest is not disposed of within 6 months after such death or mental incapacity, AIRSOPURE may terminate this Agreement.

12.05.   Operation of Franchise by AIRSOPURE In order to prevent any interruption in the business that would cause harm to the Franchise or AIRSOPURE, You authorize AIRSOPURE, at its option but not its obligation, in the event that You are absent or incapacitated by reason of illness, death or otherwise and are not, in AIRSOPURE's sole judgment, able to operate the Franchise for any extended period of time, to operate and manage the Franchise for so long as AIRSOPURE deems necessary, without waiving any of AIRSOPURE's other rights and remedies under this Agreement. All monies from the operation of the Franchise during such period of operation by AIRSOPURE shall be kept in a separate account, and the expenses of AIRSOPURE during such period for operating the Franchise, including reasonable compensation of AIRSOPURE and its employees or representatives, shall be charged to such account. You agree to save harmless and fully indemnify AIRSOPURE and its employees and representatives for and against all claims, losses or actions in connection with the operation and management of the Franchise hereunder.

12.06.   Non-Waiver of Claims AIRSOPURE's consent to a transfer of any interest in the Franchise granted herein shall not constitute a waiver of any claims it may have against You, nor shall it be deemed a waiver of AIRSOPURE's right to demand exact compliance with any of the terms of this Agreement by the transferee.

13.  CONFIDENTIAL INFORMATION

13.01 You shall not, during the term of this Agreement or thereafter, communicate, divulge, or use for the benefit of any other person or entity any confidential information, knowledge, or know-how concerning AIRSOPURE's system, the Products or the operation of the Franchise, including without limitation the Operations Manual. You shall divulge such confidential information only to such of Your employees or agents as must have access to it in order to operate the Franchise. Any and all information, trade secrets, knowledge, know-how, or other data concerning AIRSOPURE's system, the Products or which AIRSOPURE designates as confidential shall be deemed confidential for purposes of this Agreement, except information which You can demonstrate came to Your attention prior to disclosure thereof by AIRSOPURE, or which, at or after the time of disclosure by AIRSOPURE to You, had become or later becomes a part of the public domain, through publication or communication by others. You agree to use such proprietary information of AIRSOPURE only for operation of the Franchise Business.

13.02. You acknowledge that the provisions of this Section 13 are and have been a primary inducement to AIRSOPURE to enter into this Agreement, and that any failure to comply with the requirements of Section 13.01 will cause AIRSOPURE irreparable injury without an adequate remedy at law; and You agree to pay all court costs and reasonable attorneys' fees incurred by AIRSOPURE in obtaining specific performance of, or an injunction against any violation of, the requirements of Section 13.01.

14.  DEFAULT AND TERMINATION

14.01. AIRSOPURE may, at its option, terminate this Agreement and all rights granted hereunder, without affording You any opportunity to cure the defaults, effective immediately upon receipt of notice by You, upon the occurrence of any of the following:

A. You become insolvent or makes a general assignment for the benefit of creditors; or if a

                                       12

petition in bankruptcy is filed by You or such a petition is filed against and consented to by You; or if You are adjudicated a bankrupt; or if You are unable to pay commercial debts as they become due.

B. You (or a principal shareholder if the Franchisee is a corporation) is convicted of a felony or any other crime or offense that is reasonably likely, in the sole opinion of AIRSOPURE, to adversely affect the goodwill or reputation of AIRSOPURE or the Licensed Marks.

C. A judgment or consent decree is entered against You (or a principal shareholder if the Franchisee is a corporation) in a case involving allegations of fraud, racketeering, unfair or deceptive trade practices or similar allegations which, in AIRSOPURE's judgment, are likely to adversely affect AIRSOPURE, its Products, the Licensed Marks or the goodwill associated therewith.

D. You or any partner or shareholder in You transfers any rights or obligations under this Agreement or any interest in You or in the Franchise to any third Party without AIRSOPURE's prior written consent.

E. You intentionally disclose the contents of the Operations Manual or&bbsp;other trade secrets or confidential information provided to You by AIRSOPURE to any unauthorized person or fails to exercise reasonable care to prevent such disclosure.

F. You maintain false books or records of the Franchise or knowingly make any material false statements or omission to AIRSOPURE in connection with Your





application for the franchise granted herein or in connection with any reports submitted to AIRSOPURE, including without limitation the understatement of gross sales by more than 2%.

G. You fail to commence business within 4 months following the execution of this Agreement.

H. You (and Your manager) fail to attend any scheduled training program which AIRSOPURE has indicated is mandatory.

I. You operate the Franchise in such a manner which causes a threat or danger to public health or safety.

J. You receive 3 or more notices of default of this Agreement from AIRSOPURE for violations under Section 14.02 hereof.

14.02. Except for violations of this Agreement listed in Section 13.01 above, or violations specifically provided for elsewhere in this Agreement, You shall have 30 days from receipt from AIRSOPURE of a written Notice of Termination (citing the reason(s) therefor) within which to remedy any default listed in this Section 13.02, or any other violation of this Agreement.

A. You fail to pay promptly any monies owing to AIRSOPURE or its subsidiaries or affiliates when due, or to submit the financial information or reports required by AIRSOPURE under this Agreement.

B. You fail to meet or comply with any standards, specifications or procedures prescribed by AIRSOPURE in this Agreement, the Operations Manual or otherwise specified in writing from time to time by AIRSOPURE.

C. You are convicted, plead guilty or enter into a consent agreement for violation of any federal, state or local law, ordinance, rule or regulation that is reasonably likely, in the sole opinion of AIRSOPURE, to materially and unfavorably affect the Franchise or AIRSOPURE, the Licensed Marks or the goodwill associated therewith.

D. You misuse or make any unauthorized use of the Proprietary Marks or otherwise impairs the

                                       13

goodwill associated therewith or AIRSOPURE's rights therein.

E. You abandon the Franchise or fail to operate the Center during normal business hours without the consent in writing of AIRSOPURE.

F. You fail to submit advertising or promotional materials to AIRSOPURE for approval in writing prior to use.

14.03. No right or remedy of AIRSOPURE conferred herein shall be exclusive of any other right or remedy provided herein, at law or in equity, unless specifically provided otherwise in this Agreement or any amendment hereto.

14.04. In the event this Agreement is terminated by AIRSOPURE for violation of this Agreement by You, AIRSOPURE shall have the right, at its option, to purchase Your interest in the tangible assets of the Franchise at their fair market value.

15. OBLIGATIONS UPON TERMINATION

15.01. Upon termination or expiration of this Agreement, this Agreement and all rights granted hereunder to You shall immediately terminate, and:

A. You shall immediately cease to operate the Franchise and shall not thereafter, directly or indirectly, represent to the public or hold itself out as a present or former franchisee of AIRSOPURE.

B. You shall immediately and permanently cease to use, by advertising or in any other manner whatsoever, the Licensed Marks of AIRSOPURE, any other identifying characteristics or trade dress of the system, and all confidential methods, procedures and techniques associated with the Franchise.

C. You shall take such action as may be necessary to cancel any assumed name or equivalent registrations or listings in telephone or other directories which contain the names or Licensed Marks of AIRSOPURE, and You shall furnish AIRSOPURE with evidence satisfactory to AIRSOPURE of compliance with this obligation within 30 days after termination or expiration of this Agreement.

D. You shall promptly pay all sums owing to AIRSOPURE and its subsidiaries and affiliates, including all damages, costs and expenses, including reasonable attorneys' fees, incurred by AIRSOPURE as a result of the default.

E. You shall pay to AIRSOPURE all damages, costs and expenses, including reasonable attorneys' fees, incurred by AIRSOPURE subsequent to the termination or expiration of the Franchise herein granted in obtaining injunctive or other relief for the enforcement of any provisions of this Agreement.

F. You shall immediately turn over to AIRSOPURE the Operations Manual, records, files, instructions, software, correspondence, and all other materials provided by AIRSOPURE related to the operation of the Franchise, and all copies thereof (all of which are acknowledged to be AIRSOPURE's property), and shall retain no copy or record of any of the foregoing, except only Your copy of this Agreement and any correspondence between the Parties, and any other documents which You reasonably need for compliance with any applicable provision of law.





G. AIRSOPURE shall have the right, but not the duty, to be exercised by notice of intent to do so within 30 days after termination or expiration, to purchase any or all signs, advertising materials, supplies and inventory and any other items bearing AIRSOPURE's Licensed Marks, at Your cost or at fair market value, whichever is less. If the Parties cannot agree on the fair market value of such items, the Parties will select and share the expense of an independent appraiser to determine fair market value. With respect to any purchase by AIRSOPURE as provided herein, AIRSOPURE shall have the right to set off against the purchase price all amounts due from

                                       14

You under this Agreement.

16. COVENANTS

16.01. You covenant and agree (or if Your Franchise is a corporation Your controlling shareholder agrees) to supervise and devote Your best efforts to manage and operate the Franchise.

16.02. You acknowledge that, pursuant to this Agreement, You will receive valuable specialized training and confidential and proprietary information of AIRSOPURE, including, without limitation, information regarding the operational, sales, promotional, and marketing methods and techniques of AIRSOPURE and its system. You covenant and agree that during the term of this Agreement, and subject to the post-termination provisions contained herein, You shall not, except as otherwise approved in writing by AIRSOPURE, either directly or indirectly:

A. Divert or attempt to divert any business or customer of the Franchise to any competitor, or competing business, by direct or indirect inducement or otherwise, or do or perform, directly or indirectly, any other act injurious or prejudicial to AIRSOPURE or the goodwill associated with the Licensed Marks and Products.

B. Employ or seek to employ any person who is at that time employed by AIRSOPURE or by another AIRSOPURE franchisee or induce such person to leave his or her employment.

C. Own, maintain, engage in, be employed by, advise, consult, assist, invest in or have any interest whatsoever in any business or entity which competes with or offers products or services which are the same or similar to those of AIRSOPURE or the Franchise.

16.03. You covenant and agree that You (or any shareholder if Your Franchise is a corporation) shall not, for a period of two years following termination of this Agreement for any reason, either directly or indirectly own, maintain, engage in, be employed by, advise, consult, assist, invest in or have any interest whatsoever in any business or entity which competes with or offers products or services which are the same or similar to those of AIRSOPURE or the Franchise within a radius of 25 miles of Your Exclusive Territory. In the event a court of competent jurisdiction should hold this covenant to be unreasonable or overly broad, the Parties agree to reduce the scope of such covenant to the maximum restriction permitted by law, and You agree to be bound by such less restrictive terms of this covenant. If requested by AIRSOPURE, You agree to obtain and provide to AIRSOPURE executed covenants containing terms equivalent to those contained herein from any employee of Yours who has received training from AIRSOPURE, and, if Your Franchise is a corporation, from any director or shareholder of Your corporation.

16.04. AIRSOPURE covenants and agrees that the restrictions set forth above in Paragraphs 16.02.C and 16.03 shall not apply to ownership by You of less than a 5% beneficial interest in the outstanding equity securities of any publicly traded corporation, provided that You are not an employee, consultant or director of such corporation.

16.05. You covenant and agree that its violation of any covenant contained herein would result in serious, immediate and irreparable injury to AIRSOPURE for which no adequate remedy at law will be available, and You consent, in addition to other remedies which may be available to AIRSOPURE, to the entry without opposition of an injunction prohibiting any conduct by You in violation of any covenant set forth herein.

17. INDEMNIFICATION

17.01. You agree to defend, indemnify and hold AIRSOPURE and its affiliates, directors, officers, employees and agents harmless from all claims, losses, lawsuits and expenses arising from or relating to the Franchise and Your operation thereof, except for: (i) any claims of infringement

                                       15

from third Parties due to Your use of the Licensed Marks, provided that You have used the said Licensed Marks as authorized by AIRSOPURE; and (ii) claims alleging that Products sold or leased by You are defective.

17.02. AIRSOPURE agrees to defend, indemnify and hold You harmless from all claims, losses, lawsuits and expenses arising from or relating to: (i) any claims of infringement from third Parties due to Your use of the Licensed Marks, provided that You have used the Licensed Marks as authorized by AIRSOPURE; and (ii) claims alleging that Products sold or leased by You are defective.





18. GENERAL PROVISIONS

18.01. No failure of a Party to exercise any power reserved to it by this Agreement or to insist upon strict compliance by the other Party with any obligation or condition hereunder shall constitute a waiver of such Party's rights unless such waiver is in writing. Any waiver by either Party shall not constitute a waiver thereafter to demand exact compliance with any of the terms herein. Waiver by a Party of any particular default by the other Party shall not affect or impair such Party's rights with respect to any subsequent default of the same, similar or different nature; nor shall any delay, forbearance or omission of a Party to exercise any power or right arising out of any breach or default by the other Party of any of the terms, provisions, or covenants thereof, affect or impair such Party's right to exercise the same.

18.02. Unforeseen Events

Delays in the performance of any duties hereunder which are not the fault of and are beyond the ability of the Party to control, including without limitation fires, floods, natural disasters, acts of God, labor disputes, riots or other similar events, shall not constitute a default in the Party's performance of this Agreement, and the Parties agree to extend the time of performance for a reasonable period of time to allow for such delays.

18.03. The relationship between the Parties is that of independent contractors. No partnership, joint venture, employment or relationship of principal and agent is intended, and You may not commit or bind AIRSOPURE to any obligation whatsoever.

18.04. Any and all notices required or permitted under this Agreement shall be in writing and shall be delivered by any means which will provide evidence of the date received, to the respective Parties at the following addresses unless and until a different address has been designated by written notice to the other Party:

Notices to AIRSOPURE: Airsopure International Group, Inc. 15400 Knoll Trail, Suite 200 Dallas, Texas 75248 Attn: John Potter, President

Notices to You:

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

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

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

Any notice shall be deemed to have been given at the date and time it is received.

18.05. This Agreement and the documents referred to herein constitute the entire Agreement between AIRSOPURE and You concerning the subject matter hereof, and supersede all prior agreements, oral or written. No amendment, change or variance from this Agreement shall be binding on either Party unless executed by both Parties in writing.

18.06. Except as expressly provided to the contrary herein, each provision of this Agreement shall be considered severable; and if, for any reason, any provision herein is determined to be invalid under any law or by a court having valid jurisdiction, such shall not impair the operation of, or have any other effect upon, such other

                                       16

provisions of this Agreement, and the latter shall continue to be given full force and effect and bind the Parties hereto, and the invalid provision shall be deemed not to be a part of this Agreement.

18.07. This Agreement takes effect upon its acceptance and execution by AIRSOPURE in the State of Texas, and shall be interpreted and construed under the laws of the State of Texas.

18.08. The Parties agree that any action brought by either Party against the other in any court, whether federal or state, shall be brought within the State of Texas in the judicial district in which AIRSOPURE has its principal place of business and do hereby waive all questions of personal jurisdiction or venue for the purpose of carrying out this provision.

18.09. If either Party is required to resort to legal process to enforce any provision of this Agreement, the prevailing Party will recover all costs, including reasonable attorneys fees, incurred in such legal proceeding.

18.10. You represent to AIRSOPURE that You have conducted an independent investigation of the business franchised hereunder and recognizes that the business venture contemplated by this Agreement involves business risks, and that its success will be largely dependent upon Your ability as an independent business person. AIRSOPURE expressly disclaims the making of, and You acknowledge that You have not received, any representation or guarantee, express or implied, as to the potential volume, profits or success of the business venture contemplated by this Agreement.

18.11. You acknowledge that You received a completed copy of this Agreement, the attachments hereto, if any, and agreements relating thereto, if any, at least 5





business days prior to the date on which this Agreement was executed. You further acknowledge that You have received the Offering Circular, as required by the Federal Trade Commission, at least 10 business days prior to the date on which this Agreement was executed.

18.12. This Agreement contains various headings, but it is agreed that such headings are for convenience only and shall not affect the meaning of the provisions of this Agreement.

18.13. You acknowledge that You have read and understood this Agreement, the attachments hereto, if any, and agreements relating thereto, if any, and that AIRSOPURE has accorded You ample time and opportunity to consult with advisors of Your own choosing about the potential benefits and risks of entering into this Agreement.

19. APPLICABLE LAW AND MEDIATION

A. THE PARTIES AGREE TO SUBMIT ANY CLAIM, CONTROVERSY OR DISPUTE ARISING OUT OF OR RELATING TO THIS AGREEMENT (AND ATTACHMENTS) OR THE RELATIONSHIP CREATED BY THIS AGREEMENT TO NON-BINDING MEDIATION PRIOR TO BRINGING SUCH CLAIM, CONTROVERSY OR DISPUTE IN A COURT. THE MEDIATION SHALL BE CONDUCTED THROUGH EITHER AN INDIVIDUAL MEDIATOR OR A MEDIATOR APPOINTED BY A MEDIATION SERVICES ORGANIZATION OR BODY, EXPERIENCED IN THE MEDIATION OF DISPUTES IN THE AIR PURIFICATION SERVICE BUSINESS, AGREED UPON BY THE PARTIES AND, FAILING SUCH AGREEMENT WITHIN A REASONABLE PERIOD OF TIME AFTER EACH PARTY HAS NOTIFIED THE OTHER OF ITS DESIRE TO SEEK MEDIATION OF ANY CLAIM CONTROVERSY OR DISPUTE (NOT TO EXCEED 15 DAYS), THROUGH THE AMERICAN ARBITRATION ASSOCIATION IN ACCORDANCE THE RULES GOVERNING MEDIATION, AT AIRSOPURE CORPORATE HEADQUARTERS IN DALLAS, TEXAS. THE COSTS AND EXPENSES OF MEDIATION, INCLUDING COMPENSATION AND EXPENSES OF THE MEDIATOR, SHALL BE BORNE BY THE PARTIES EQUALLY. IF THE PARTIES ARE UNABLE TO RESOLVE THE CLAIM, CONTROVERSY OR DISPUTE 90 DAYS

                                       17

AFTER THE MEDIATOR HAS BEEN APPOINTED, THEN EITHER PARTY MAY SUBMIT SUCH CLAIM, CONTROVERSY OR DISPUTE TO A COURT IN ACCORDANCE WITH SECTION 19.B. BELOW NOTWITHSTANDING THE FOREGOING, EITHER PARTY MAY BRING AN ACTION (1) FOR MONEYS OWED, (2) FOR INJUNCTIVE RELIEF, OR (3) INVOLVING THE POSSESSION OR DISPOSITION OF, OR OTHER RELIEF RELATING TO, REAL PROPERTY IN A COURT HAVING JURISDICTION AND IN ACCORDANCE WITH SECTION 19.B. BELOW, WITHOUT SUBMITTING SUCH ACTION TO MEDIATION.

B. WITH RESPECT TO ANY CLAIMS, CONTROVERSIES OR DISPUTES WHICH ARE NOT FINALLY RESOLVED THROUGH MEDIATION, YOU HEREBY IRREVOCABLY SUBMIT YOURSELF TO THE NONEXCLUSIVE JURISDICTION OF THE STATE COURTS OF DALLAS COUNTY, TEXAS AND THE FEDERAL DISTRICT COURT FOR THE NORTHERN DISTRICT OF TEXAS, DALLAS DIVISION. YOU HEREBY IRREVOCABLY AGREE THAT SERVICE OF PROCESS MAY BE MADE UPON YOU IN ANY EACH PROCEEDING RELATING TO OR ARISING OUT OF THIS AGREEMENT OR THE RELATIONSHIP CREATED BY THIS AGREEMENT BY ANY MEANS ALLOWED BY TEXAS OR FEDERAL LAW. VENUE FOR ANY SUCH LEGAL PROCEEDING SHALL BE DALLAS COUNTY, TEXAS; PROVIDED, HOWEVER WITH RESPECT TO ANY ACTION (1) FOR MONEYS OWED, (2) FOR INJUNCTIVE OR OTHER EXTRAORDINARY RELIEF OR (3) INVOLVING POSSESSION OR DISPOSITION OF; OR OFFER RELIEF RELATING TO, REAL PROPERTY, AIRSOPURE MAY BRING SUCH ACTION IN ANY STATE OR FEDERAL DISTRICT COURT WHICH HAS JURISDICTION. YOU HEREBY WAIVE ALL QUESTIONS OF PERSONAL JURISDICTION FOR TITLE PURPOSE OF CARRYING OUT THIS PROVISION. WITH RESPECT TO ALL CLAIMS, CONTROVERSIES, DISPUTES OR ACTIONS, THIS AGREEMENT SHALL BE INTERPRETED AND CONSTRUED UNDER TEXAS LAW (EXCEPT FOR TEXAS CHOICE OF LAW RULES).

C. YOU AND AIRSOPURE ACKNOWLEDGE THAT THE PARTIES' AGREEMENT REGARDING APPLICABLE STATE LAW AND FORUM SET FORTH IN SECTION 19.B. ABOVE PROVIDE EACH OF THE PARTIES WITH THE MUTUAL BENEFIT OF UNIFORM INTERPRETATION OF THIS AGREEMENT AND ANY DISPUTE ARISING OUT OF THIS AGREEMENT OR THE PARTIES' RELATIONSHIP CREATED BY THIS AGREEMENT, EACH OF YOU AND AIRSOPURE FURTHER ACKNOWLEDGE THE RECEIPT AND SUFFICIENCY OF MUTUAL CONSIDERATION FOR SUCH BENEFIT.

D. YOU AND AIRSOPURE ACKNOWLEDGE THAT THE EXECUTION OF THIS AGREEMENT OCCURRED IN DALLAS, TEXAS AND FURTHER ACKNOWLEDGE THAT THE PERFORMANCE OF CERTAIN OBLIGATIONS OF YOU ARISING UNDER THIS AGREEMENT SHALL OCCUR IN DALLAS, TEXAS.

IN WITNESS WHEREOF, the Parties hereto have duly executed, sealed, and delivered this Agreement on the day and year first above written.

AIRSOPURE:

By:    ---------------------------------

Title:       ------------------------------

YOU:

By:    ---------------------------------

Title:       ------------------------------

                                       18

                                    EXHIBIT F





                               PERSONAL GUARANTEE

For value received, and in consideration of the execution by Airsopure International Group, Inc. (Airsopure) of a Franchise Agreement with

- ---------------------------------------- (Franchisee), The undersigned

- ---------------------------------------- (Guarantor) hereby unconditionally guarantees to Airsopure all indebtedness, obligations and liabilities, direct or indirect, matured or immatured, primary or secondary, certain or contingent, of Franchisee to Airsopure, now or hereafter owing or incurred. This Guarantee is an absolute, unconditional, unlimited and continuing guarantee of the full and punctual payment by Franchisee of the foregoing indebtedness, obligations and liabilities and not of their collectibility only. Upon any default by Franchisee in such full and punctual payment, the liabilities and obligations of the Guarantor hereunder shall, at Airsopure's option, become forthwith due and payable without demand or notice of any nature, all of which are expressly waived by the Guarantor.

Airsopure may deal with Franchisee in such manner as Airsopure in its sole discretion deems fit, and Guarantor gives to Airsopure full authority, in its sole discretion, to do any or all of the following things: a) extend credit, make loans and afford other financial accommodations to Franchisee at such times, in such amounts and on such terms as Airsopure may approve; b) vary the terms and grant extensions or renewals of any present or future indebtedness of Franchisee to Airsopure; c) grant time, waivers and other indulgences in respect thereto; d) vary, exchange, release or discharge, wholly or partially, or delay in or abstain from perfecting and enforcing any security or guaranty or other means of obtaining payment; e) accept partial payments from Franchisee; f) release or discharge, wholly or partially, any endorser or guarantor; g) compromise or make any settlement or other arrangement with Franchisee.

Guarantor waives notice of acceptance hereof or of any action taken or omitted by Airsopure in reliance hereon and any requirement that Airsopure be diligent or prompt in making demands hereunder, giving notice of any default by Franchisee or asserting any other right hereunder.

No provision of this Guaranty can be changed, waived, discharged or terminated except by an instrument in writing signed by Airsopure and Guarantor, and no such waiver shall extend to, affect or impair any other right of Airsopure hereunder.

This Unlimited Guarantee shall inure to the benefit of Airsopure and its successors and assigns, and shall be binding on the Guarantor and the Guarantor's successors, heirs and assigns.

EXECUTED on this ____ day of ____________, 2000.

- ---------------------------------------- GUARANTOR

- ---------------------------------------- WITNESS

                                   EXHIBIT G

                            CONFIDENTIALITY AGREEMENT

This Confidentiality and Noncompetition Agreement (the Agreement) is made and entered into effective the _____day of ________________, 2000 by and between Airsopure International Group, Inc., a Nevada corporation, located at 15400 Knoll Trail, Suite 200, Dallas, Texas 75248 (the Company) and

- ----------------------------------------------- who resides at

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

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

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

- ----------------------------------------------- (the Associate).

                                    RECITALS

A. Company sells franchises for the operation of air purification system business which operate under the name and service mark Airsopure (the Franchises);

B. Company has developed a business method for operating Franchises utilizing certain Information, plans, methods, data, processes, marketing systems, techniques, operating procedures, trademarks, designs, information and know how of Company (the Confidential Information), and such Confidential Information may be further developed from time to time by Company:

C. Company has established substantial goodwill and an excellent reputation with respect to the quality of services available, which goodwill and reputation have been and will continue to be of Major benefit to Company;





D. Associate is or will become involved with Company, or a franchise of Company, in the capacity of an officer, partner, director or as beneficial owner of an Airsopure Franchise or an employee of a Franchise, and will become privileged to certain Confidential Information; and

E. Associate and Company have reached an understanding with regard to nondisclosure by Associate of Confidential Information and Noncompetition by Associate with Company

NOW THEREFORE, in consideration of the foregoing, the mutual promises contained herein and other good and valuable consideration, the receipt and sufficiency of which hereby are acknowledged, Associate and Company, intending legally to be bound, hereby agree as follows:

1. CONFIDENTIAL INFORMATION. Associate and Company acknowledge that the business plan and methods used in connection with the operation of the Franchise which utilize Company's Confidential Information, are confidential, unique, constitute the exclusive property of Company and are trade secrets of Company. Associate acknowledges that any disclosure of the Confidential Information would be wrong and would cause irreparable injury and harm to Company. Associate further acknowledges that Company has expended a great amount of effort and money in obtaining and developing the Confidential Information, the Company has taken numerous precautions to guard the secrecy of the Confidential Information and that it would be very costly for competitors to acquire or duplicate the Confidential Information.

2. OPERATIONS MANUAL AS TRADE SECRET It is understood that Confidential Information, constituting trade secret, as used in this Agreement is deemed to include, without initiation, any and all information contained in the Franchise Operations Manual, which may be provided AS one or more separate manuals, or written instructional guides, as the same are changed or supplemented from time to time, and any information of whatever nature which gives to Company an opportunity to obtain an advantage over its competitors who do not have access to, know or use such lists, written materials or information.

3. CONFIDENTIAL INFORMATION. Associate shall not at any time, publish, disclose, divulge or in any manner communicate to any person, firm' corporation, association. partnership or any other entity whatsoever or use, directly or indirectly, for its own benefit or for the benefit of any Person, firm, corporation or other entity, other than the use of Company, any of the Confidential Information of Company or its Affiliates.

4. NO INTERFERENCE WITH BUSINESS. During the term of this Agreement, neither Associate nor any member of his or her immediate finally shall divert or attempt to divert: I) any business related to, or any customer or prospective customer of; the Franchise by direct inducement or otherwise, or 2) the employment of Company or another franchisee licensed by Company,

                                       1

to any Competitive Business by any direct inducement or otherwise.

5. REMEDIES. Associate hereby acknowledges and agrees that in the event of any violations of this Agreement, Company shall be authorized and entitled, without posting a bond to obtain from any court of competent jurisdiction, preliminary and permanent injunctive relief as well as an equitable accounting of all profits or benefits arising out of any such violation, which rights and remedies shall be cumulative and in addition to any rights or remedies to which Company may be entitled.

6. EFFECT OF WAVIER. The waiver by Associate or company of a breach of any provision of this Agreement shall not operate or be construed as a waiver of any subsequent breach thereof

7. BINDING EFFECT. This Agreement shall be binding upon and inure to the benefit of Associate and Company and their respective heirs, executors, representatives successors and assigns.

8. ENTIRE AGREEMENT. This instrument contains the entire agreement of Associate and Company relating to the matters set forth here It may not be changed orally, but only by an agreement in writing, signed by the party against whom enforcement of any waiver, change modification, extension or discharge is sought.

9. GOVERNING LAW. This instrument shall be governed by and construed under the laws of the State of Texas.

10. JURISDICTION AND VENUE. In the event of a breach or threatened breach by Associate of this Agreement, Associate hereby irrevocably submits to the jurisdiction of the State District Court in Dallas County, Texas and the Federal District Court for the Northern District of Texas, and irrevocably agrees that venue for any action or proceeding shall be in Dallas County, Texas. Notwithstanding the foregoing, in the event that the laws of the state where, Associate resides require that the jurisdiction or venue be elsewhere, then such other states laws shall control. but only to the extent that such other state's laws so require.

11. SEVERABILITV. Should anyone or more of the provisions hereof be determined to be illegal or unenforceable, all other provisions hereof shall be given separately therefrom and shall not be affected thereby.

12. COST OF ENFORCEMENT. In any action at law or in equity to enforce any of the provisions or rights under this Agreement, the unsuccessful party in such





litigation as determined by the court in a final judgment or decree, shall pay the successful party or parties all costs, expenses and reasonable attorney's fees incurred therein by such arty or parties (including without Initiation such as costs, expenses and fees on any appeals), plus, if applicable, interest at the highest rate allowable by law, accruing from the date of the breach of this Agreement. If such successful party shall recover judgement in any such action or proceeding, such costs, expenses. attorney's fees and interest shall be included as part of such judgment.

IN WITNESS WHEREOF, the parties hereto have signed this Agreement on the date first above written.

FOR AIRSOPURE (COMPANY):

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

FOR FRANCHISEE OF AIRSOPURE:

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

ASSOCIATE OF FRANCHISEE:

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

ASSOCIATE'S WORK CAPACITY:

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

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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?
[EX A]:
21668