instruction:
In this task, you're given a passage that represents a legal contract or clause between multiple parties. Your job is to write questions that ask the basic details corresponding to the legal contracts or clauses. Avoid questions that can be answered correctly without actually understanding the paragraph, and which might have multiple answers. The answer to each question should be unambiguous.
question:
[INITIALS ILLEGIBLE]                                        [INITIALS ILLEGIBLE]       20.3.98                                                     30.4.98

                                       5

                                   SCHEDULE 3

Project Managers

The Publishers:

Project Manager - --------------- Ian Bannerman Blackwell Science Ltd Osney Mead Oxford OX2 0EL UK e-mail: ian.bannerman@blacksci.co.uk tel: +44 (0)1865 206101

Deputy Project Manager - ---------------------- Martin Clutterbuck Blackwell Science Ltd Osney Mead Oxford OX2 0EL UK e-mail: martin.clutterbuck@blacksci.co.uk tel: +44 (0)1865 206110

Deputy Project Manager - ---------------------- Anders Geertsen Munksgaard International Publishers Ltd 35 Norre Sogade, P.O. Box 2148 1016 Copenhagen K Denmark e-mail: ag@mail.munksgaard.dk tel: +45 77 33 31 03

HealthGate:

Project Manager - --------------- Mark Israel HealthGate 380 Pleasant Street Suite 230 Malden MA 02148 USA tel: 781 321 6000 Ext 248 e-mail: misra@healthgate.com

Deputy Project Manager - ---------------------- Rick Lawson HealthGate 380 Pleasant Street Suite 230 Malden MA 02148 USA tel: 781 321 6000 Ext 211 e-mail: lawson@healthgate.com

[INITIALS ILLEGIBLE]                                        [INITIALS ILLEGIBLE]       20.3.98                                                     30.4.98

                                       6

                                   SCHEDULE 4

                                        3

SCHEDULE 4

ESCROW AGREEMENT

When the annexed escrow agreement is entered, the terms shall include those set out in the annexed letter from NCC Escrow International, the escrow agent, of 12 March 1998 by way of variation of NCC document STD001Y2K.UK.

The Required Information at ii) shall be provided by the parties. The date of the Licence Agreement shall be the date of this agreement. The name of the





package shall be HealthGate Electronic Journal Proprietary Software. These words shall also appear in Schedule 1 of the escrow agreement. The parties shall provide the medium on which the source code shall be supplied, which in default of agreement shall be such medium as the escrow agent NCC Escrow International Limited thinks fit.

The fees to be inserted in Schedule 4 of the Escrow Agreement shall be the then applicable fees of NCC Escrow International Limited.

The Escrow Agreement shall be signed by HealthGate and Blackwell Science Limited.

[INITIALS ILLEGIBLE]                                        [INITIALS ILLEGIBLE]       20.3.98                                                     30.4.98

                                                   NCC ESCROW INTERNATIONAL

12 March 1998                                      National Computing Centre                                                    Oxford House, Oxford Road                                                    Manchester M1 7ED, UK

                                                   Telephone: +44(O)161 228 6333                                                    Facsimile: +44(0)161 242 2275                                                    e-mail: escrow@ncc.co.uk

Mr J S  Saunders                                   [NCC LOGO] Linnells, Solicitors Greyfriars Court Paradise Square Oxford OX1 1BB

Dear Mr Saunders

Proposed Escrow Agreement: Healthgate Data Corp / Blackwell Science Ltd / NCC

I confirm that NCC is willing to enter into our standard form escrow agreement std001y2k.uk with the following amendments by reference to the appropriate clauses:

(2)   Add the words and/or companies in the Blackwell Science Ltd group after       Blackwell Science Ltd.

6.1.6 A new clause: there is a Change in Control of the Owner. For the purposes       of this clause, a person shall have Control of a company if he holds,       directly or indirectly, shares which together with shares held by any       persons acting in concert with him carry 50% or more of the voting rights       of that company, and Change in Control shall be interpreted accordingly.       Words and phrases in the City Code on Take-overs and Mergers shall have       the same meaning here.

6.1.7 A new clause: the Licensee exercises its option under clause 10.4.1 of       the Licence Agreement.

11.4  Replace with: If the obligations in clause 31 of the Licence Agreement       have terminated this Agreement will automatically terminate on the same       date.

Yours sincerely

/s/ Carmel Gorman

Carmel Gorman NCC Escrow International

[INITIALS ILLEGIBLE]                                        [INITIALS ILLEGIBLE]       20.3.98                                                     30.4.98

[NCC Escrow International logo]

This document is to be used where an Owner deposits source code on behalf of a single user only.

PROCEDURE:

      The required information sheet on page ii should be completed, detached       and returned by fax or post to NCC at the following address:

      Contracts Administrator       NCC Escrow International Limited       Oxford House, Oxford Road       Manchester M1 7ED, England

      Telephone: +44 (0) 161 242 2109       Facsimile: +44 (0) 161 242 2275       E-mail: escrow@ncc.co.uk

i.    NCC will check the required information and will then send out signature       copies of the Escrow Agreement, together with the relevant invoices. A       reference number will be given in respect of that agreement which must be       quoted in all correspondence.

ESCROW 2000





ii.   When the Owner and the Licensee have signed the Escrow Agreement all       copies must be returned to NCC.

iii.  NCC will sign and date the Agreement and a signed copy will be sent to       each party.

iv.   The Owner should then lodge the Material.

NB: Until all parties sign the Escrow Agreement no binding escrow arrangements have been made.

                                     single                                     licensee                                    ----------                                            UK

Version 1: August 1997                                                         i

FAO: P. FLEMING                                             REQUIRED INFORMATION - --------------------------------------------------------------------------------

- -------------------------------------------------------------------------------- OWNER

[-1] Company Name                  ---------------------------------------------------------------

[-2] Registered Office                       ----------------------------------------------------------

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

Correspondence Address                       ----------------------------------------------------------

*[-3] Company Registration Number                   *VAT Number                                  -------------------           -----------------

Telephone Number                                    Fax Number                 ------------------------------------          ------------------

Contact Name                               Position in Company             -------------------------------                   ------------------

*only applicable to countries within the EU - --------------------------------------------------------------------------------

- -------------------------------------------------------------------------------- LICENSEE

[-4] Company Name                  ---------------------------------------------------------------

[-5] Registered Office                       ----------------------------------------------------------

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

Correspondence Address                       ----------------------------------------------------------

*[-6] Company Registration Number                   *VAT Number                                  -------------------           -----------------

Telephone Number                                    Fax Number                 ------------------------------------          ------------------

Contact Name                               Position in Company             -------------------------------                   ------------------

*only applicable to countries within the EU - --------------------------------------------------------------------------------

- -------------------------------------------------------------------------------- OTHER DETAILS

[-7] Name of Package                     ------------------------------------------------------------

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

INSURANCE FEE (complete if appropriate) - -------------------------------------------------------------------------------- Standard NCC limitation of liability is St(pound)500,000 (no charge).

There is a charge of St(pound)100 (annual fee) for each additional St(pound)500,000.

Maximum liability is St(pound)5,000,000.





Please indicate required liability                                        --------------------------

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

                                            ------------------------------------ FEES PAYABLE (tick as appropriate)                 Owner       Licensee - -------------------------------------------------------------------------------- Initial Fee - -------------------------------------------------------------------------------- Annual Fee - -------------------------------------------------------------------------------- Update Fee (payable in the event of more than 4 updates per annum) - -------------------------------------------------------------------------------- Storage Fee (payable if the source code exceeds one cubic foot) - -------------------------------------------------------------------------------- Annual liability fee payable (if appropriate) - -------------------------------------------------------------------------------- Release Fee (plus NCC's reasonable expenses)                      X - --------------------------------------------------------------------------------

ii                                                        Version 1: August 1997

(C) NCC Escrow International Limited 1997                           STD001Y2K.UK

[NCC Escrow International logo]

                                                            SINGLE LICENSEE (UK)                                                                      ESCROW 2000 - -------------------------------------------------------------------------------- ESCROW AGREEMENT:                                DATED:

Between:

(1)   [-1] whose registered office is at [-2] (CRN: [-3]) (the Owner);

(2)   [-4] whose registered office is at [-5] (CRN: [-6]) (the Licensee); and

(3)   NCC ESCROW INTERNATIONAL LIMITED whose registered office is at Oxford       House, Oxford Road, Manchester M1 7ED, England (CRN:3081952) (NCC).

Preliminary:

(A)   The Licensee has been granted a licence to use a software package       comprising computer programs.

(B)   Certain technical information and documentation describing the software       package are the confidential property of the Owner and are required for       understanding, maintaining and correcting the software package.

(C)   The Owner acknowledges that in certain circumstances the Licensee may       require possession of the technical information and documentation held       under this Agreement.

(D)   Each of the parties to this Agreement acknowledges that the considerations       for their respective undertakings given under it are the undertakings       given under it by each of the other parties.

It is agreed that:

1     Definitions

      In this Agreement the following terms shall have the following meanings:

      1.1   Full Verification Service means those bespoke tests agreed between             the Licensee and NCC for the verification of the Material;

      1.2   Intellectual Property Rights means copyright, trade secret,             patent, and all other rights of a similar nature;

      1.3   Licence Agreement means the licence granted to the Licensee for             the Package;

      1.4   Material means the source code of the Package comprising the             latest technical information and documentation described in             Schedules 1 and 2;

      1.5   Package means the software package licensed to the Licensee under             the Licence Agreement; and

      1.6   Standard Verification Service means those tests detailed in the             Standard Verification Service published by NCC from time to time.

2     Owner's Duties and Warranties

      2.1   The Owner shall:

            2.1.1 deliver a copy of the Material to NCC within 30 days of the                   date of this Agreement;





            2.1.2 at all times ensure that the Material as delivered to NCC is                   capable of being used to generate the latest version of the                   Package issued to the Licensee and shall deliver further                   copies of the Material as and when necessary;

            2.1.3 deliver to NCC a replacement copy of the Material within 12                   months of the last delivery;

            2.1.4 deliver a replacement copy of the Material within 14 days of                   receipt of a notice served upon it by NCC under the provisions                   of Clause 4.1.5; and

            2.1.5 deliver with each deposit of the Material the information                   detailed in Schedule 2.

      2.2   The Owner warrants that:

            2.2.1 it owns the Intellectual Property Rights in the Material and                   has authority to enter into this Agreement; and

            2.2.2 the Material lodged under Clause 2.1 shall contain all                   information in human-readable form and on suitable media to                   enable a reasonably skilled programmer or analyst to                   understand, maintain and correct the Package without the                   assistance of any other person.

3     Licensee's Responsibilities

      It shall be the responsibility of the Licensee to notify NCC of any change       to the Package that necessitates a replacement deposit of the Material.

Version 1: August 1997                                                    1 of 6

4     NCC's Duties

      4.1   NCC shall:

            4.1.1 hold the Material in a safe and secure environment;

            4.1.2 inform the Owner and the Licensee of the receipt of any copy                   of the Material;

            4.1.3 in accordance with the terms of Clause 9 perform those tests                   that form part of its Standard Verification Service from time                   to time;

            4.1.4 at all times retain a copy of the latest verified deposit of                   the Material; and

            4.1.5 notify the Owner if it becomes aware at any time during the                   term of this Agreement that the copy of the Material held by                   it has been lost, damaged or destroyed.

      4.2   NCC shall not be responsible for procuring the delivery of the             Material in the event of failure by the Owner to do so.

5     Payment

      NCC's fees are payable in accordance with Schedule 4.

6     Release Events

      6.1   Subject to the provisions of Clauses 6.2 and 6.3, NCC shall release             the Material to a duly authorised officer of the Licensee if at any             time or times any of the following events or circumstances occur,             arise or become apparent:

            6.1.1 the Owner enters into any composition or arrangement with its                   creditors or (being a company) enters into liquidation whether                   compulsory or voluntary (other than for the purposes of                   solvent reconstruction or amalgamation) or has a receiver or                   administrative receiver appointed over all or any part of its                   assets or undertaking or a petition is presented for an                   Administration Order or (being an individual or partnership)                   becomes bankrupt, or an event occurs within the jurisdiction                   of the country in which the Owner is situated which has a                   similar effect to any of the above events in the United                   Kingdom; or

            6.1.2 the Owner ceases to trade; or

            6.1.3 the Owner assigns copyright in the Material and the assignee                   fails within 60 days of such assignment to offer the Licensee                   substantially similar protection to that provided by this                   Agreement without significantly increasing the cost to the                   Licensee; or

            6.1.4 the Owner without legal justification, has defaulted to a                   material degree in any obligation to provide maintenance or                   modification of the Package under the Licence Agreement or any                   maintenance agreement entered into in connection with the                   Package and has failed to remedy such default notified by the                   Licensee to the Owner; or





            6.1.5 coding of the Package is such that either the accuracy or the                   functionality or the performance of the Package is or becomes                   or is demonstrably likely to become significantly adversely                   affected by the entry or processing of data incorporating any                   date or dates whether prior or subsequent to or including 31                   December 1999, including but not limited to any of the                   following:

                  6.1.5.1  the Package crashes at any time while processing any                            such data;

                  6.1.5.2. the Owner has warranted or represented that the                            Package is capable of accurately and correctly                            processing such data in accordance with the Package's                            current functional specification and the Licensee                            demonstrates that the Package is not so capable;

                  6.1.5.3  the Owner has undertaken or attempted to procure the                            Package to be so capable and the Licensee                            demonstrates that the Package is still not so                            capable;

                  6.1.5.4  no such warranty, representation, undertaking or                            attempt has been given or made and the Licensee                            demonstrates that the Package is not so capable.

      6.2   The Licensee must notify NCC of any event or circumstance of any of             the kinds specified in Clause 6.1 by delivering to NCC a statutory             or notarised declaration (the Declaration) made by an officer of             the Licensee attesting that such event has occurred and that the             Licence Agreement was still valid and effective up to the occurrence             of such event and exhibiting:

            6.2.1 such documentation in support of the Declaration as NCC shall                   reasonably require;

            6.2.2 a copy of the Licence Agreement; and

            6.2.3 a signed confidentiality undertaking as detailed in Schedule 3

            then NCC will release the Material to the Licensee upon receipt of             the release fee stated in Schedule 4.

      6.3   Upon receipt of a Declaration from the Licensee claiming a release             event under Clause 6.1.4:

            6.3.1 NCC shall send a copy of the Declaration to the Owner by                   registered post; and

            6.3.2 unless within 14 days after the date of delivery the Owner                   delivers to NCC a counter-notice signed by a duly authorised                   officer of the Owner stating that no such failure has occurred                   or that any such failure has been rectified

            then NCC will release the Material to the Licensee upon receipt of             the release fee stated in Schedule 4.

2 of 6                                                    Version 1: August 1997

(C) NCC Escrow International Limited 1997                           STD001Y2K.UK

      6.4   Where there is any dispute as to the occurrence of any of the events             or circumstances set out in Clause 6.1.1 to 6.1.4, 6.2 or 6.3 or the             fulfilment of any obligations detailed therein, such dispute will be             referred at the request of either the Owner or the Licensee to the             Managing Director for the time being of NCC for the appointment of             an expert who shall give a decision on the matter within 14 days of             the date of referral or as soon as practicable thereafter. The             expert's decision shall be final and binding as between the Owner             and the Licensee except in the case of manifest error.

      6.5   Where there is any dispute as to the occurrence of any of the events             or circumstances set out in Clause 6.1.5 or the fulfillment of any             obligations referred to therein, such dispute will be referred to             arbitration in accordance with Clause 12.

7     Confidentiality

      7.1   The Material shall remain the confidential property of the Owner and             in the event that NCC provides a copy of the Material to the             Licensee, the Licensee shall be permitted to use the Material only             in accordance with a confidentiality undertaking in the form             contained in Schedule 3.

      7.2   NCC agrees to maintain all information and/or documentation coming             into its possession or to its knowledge under this Agreement in             strictest confidence and secrecy. NCC further agrees not to make use             of such information and/or documentation other than for the purposes             of this Agreement and will not disclose or release it other than in             accordance with the terms of this Agreement.

      7.3   Termination of this Agreement will not relieve NCC or its employees,             or the Licensee or its employees, from the obligations of             confidentiality contained in this Clause 7.





8     Intellectual Property Rights

      The release of the Material to the Licensee will not act as an assignment       of any Intellectual Property Rights that the Owner possesses in the       Material.

9     Verification

      9.1   Subject to the provisions of Clauses 9.2 and 9.3, NCC shall bear no             obligation or responsibility to any person, firm, company or entity             whatsoever to determine the existence, relevance, completeness,             accuracy, effectiveness or any other aspect of the Material.

      9.2   Upon the Material being lodged with NCC, NCC shall perform those             tests in accordance with its Standard Verification Service and shall             provide a copy of the test report to the parties to this Agreement.

      9.3   The Licensee shall be entitled to require that NCC carries out a             Full Verification. Any reasonable charges and expenses incurred by             NCC in carrying out a Full Verification will be paid by the Licensee             save that if in the opinion of the expert appointed by the Managing             Director of NCC the Material is substantially defective in content             any such reasonable charges and expenses will be paid by the Owner.

10    NCC's Liability

      10.1  NCC shall not be liable for any loss caused to the Owner or the             Licensee either jointly or severally except for loss of or damage to             the Material to the extent that such loss or damage is caused by the             negligent acts or omissions of NCC, its employees, agents or             sub-contractors and in such event NCC's total liability in respect             of all claims arising under or by virtue of this Agreement shall             not (except in the case of claims for personal injury or death)             exceed the sum of (pounds)500,000.

      10.2  NCC shall in no circumstances be liable to the Owner or the Licensee             for indirect or consequential loss of any nature whatsoever whether             for loss of profit, loss of business or otherwise.

      10.3  NCC shall be protected in acting upon any written request, waiver,             consent, receipt or other document furnished to it pursuant to this             Agreement, not only in assuming its due execution and the validity             and effectiveness of its provisions but also as to the truth and             acceptability of any information contained in it, which NCC in good             faith believes to be genuine and what it purports to be.

11    Termination

      11.1  NCC may terminate this Agreement after failure by the Owner or the             Licensee to comply with a 30 day written notice from NCC to pay any             outstanding fee. If the failure to pay is on the part of the Owner             the Licensee shall be given the option of paying such fee itself.             Such amount will be recoverable by the Licensee direct from the             Owner.

      11.2  NCC may terminate this Agreement by giving 60 days written notice to             the Owner and the Licensee. In that event the Owner and the Licensee             shall appoint a mutually acceptable new custodian on terms similar             to those contained in this Agreement.

      11.3  If a new custodian is not appointed within 30 days of delivery of             any notice issued by NCC in accordance with the provisions of Clause             11.2, the Owner or the Licensee shall be entitled to request the             President for the time being of the British Computer Society to             appoint a suitable new custodian upon such terms and conditions as             he shall require. Such appointment shall be final and binding on all             parties.

      11.4  If the Licence Agreement has expired or has been lawfully terminated             this Agreement will automatically terminate on the same date.

      11.5  The Licensee may terminate this Agreement at any time by giving             written notice to the Owner and NCC.

      11.6  The Owner may only terminate this Agreement with the written consent             of the Licensee.

Version 1: August 1997                                                    3 of 6

STD001Y2K.UK                           (C) NCC Escrow International Limited 1997

      11.7  This Agreement shall terminate upon release of the Material to the             Licensee in accordance with Clause 6.

      11.8  Upon termination under the provisions of Clauses 11.2, 11.4, 11.5 or             11.6 NCC will deliver the Material to the Owner. If NCC is unable to             trace the Owner NCC will destroy the Material.

      11.9  Upon termination under the provisions of Clause 11.1 the Material             will be available for collection by the Owner from NCC for 30 days             from the date of termination. After such 30 day period NCC will             destroy the Material.

      11.10 NCC may forthwith terminate this Agreement and destroy the Material





            if it is unable to trace the Owner having used all reasonable             endeavours to do so.

12    Arbitration

      12.1  Any dispute arising under Clause 5.1.5 shall be referred to a panel             of arbitrators (the Panel) constituted as follows:

            12.1.1 the Owner and the Licensee shall each appoint one member; and

            12.1.2 the third member who shall act as chairman of the Panel shall                    be appointed by the President for the time being of the                    International Chamber of Commerce.

      12.2  The Owner and the Licensee shall pay the fees and disbursements of             its own member and half the fees and disbursements of the chairman             of the Panel.

      12.3  Should any member of the Panel die, become ill or incapacitated,             resign or retire from his appointment, become disqualified from             acting or otherwise cease to act as arbitrator before the dispute is             resolved, he shall be replaced by a new member appointed by the             party who appointed his predecessor.

      12.4  Upon the appointment of such new member, the proceedings shall not             be held de nova but shall continue from the stage at which the             previous member ceased to act.

      12.5  Proceedings under Clause 12 may be commenced by any party to a             dispute by:

            12.5.1 serving upon the other or others notice of its intention to                    refer such dispute to arbitration and nominating a member of                    the Panel; and

            12.5.2 requesting the President of the International Chamber of                    Commerce for the time being to appoint a chairman of the                    Panel.

      12.6  The Panel shall determine its own rules of procedure.

13    General

      13.1  This Agreement shall be governed by and construed in accordance with             the laws of England and Wales.

      13.2  This Agreement represents the whole agreement relating to the escrow             arrangements between the parties for the Package and supersedes all             prior arrangements, negotiations and undertakings.

      13.3  All notices to be given to the parties under this Agreement shall be             deemed to have been duly given or made when delivered personally or             7 days after posting of it sent by facsimile, 12 hours after             despatch to the party to which such notice is required to be given             or made under this Agreement addressed to the principal place of             business, or for companies based in the UK, the registered office.

SCHEDULE 1

The Material

The source code of the Package known as [-7].

SCHEDULE 2

Material: Technical Information

The Material shall be supplied with details of the following:

      1     Details of the deposit: full name and version details, number of             media items, media type and density, file or archive format, list or             retrieval commands, archive hardware and operating system details.

      2     Name and functionality of each module/application of the Material.

      3     Names and versions of development tools etc.

      4     Documentation describing the procedures for building / compiling /             executing / using the software (technical notes, user guides).

      5     Hardcopy directory listings of the contents of the media.

      6     Name and contact details of employee(s) with knowledge of how to             maintain and support the Material.

SCHEDULE 3

Confidentiality Undertaking

This undertaking is given on release of the Material pursuant to an Escrow Agreement dated [        ] between:

(1)   [-1] (the Owner);

(2)   [-4] (the Licensee); and





(3)   NCC ESCROW INTERNATIONAL LIMITED (NCC);

1     Definitions contained in the Escrow Agreement will apply to this       undertaking.

4 of 6                                                    Version 1: August 1997

2     In consideration of NCC delivering the Material to the Licensee, the       Licensee undertakes with the Owner and NCC:

      2.1   to use the Material only for the purpose of understanding,             maintaining and correcting the Package exclusively on behalf of the             Licensee;

      2.2   not to use the Material for any other purpose nor disclose it to any             person save such of its employees or contractors who need to know             the same in order to understand, maintain and correct the Package             exclusively on behalf of the Licensee. In that event such             contractors shall enter into a Confidentiality Undertaking direct             with NCC in similar terms to this Undertaking;

      2.3   to hold all media containing the Material in a safe and secure             environment when not in use; and

      2.4   forthwith to destroy the same should the Licensee cease to be             entitled to use the Package.

SCHEDULE 4

NCC's Fees (St(pound))

- --------------------------------------------------------------------------------       DESCRIPTION                                  FEE       OWNER      LICENSEE - -------------------------------------------------------------------------------- 1     Initial Fee (payable on completion of       this Agreement) - -------------------------------------------------------------------------------- 2     Annual Fee (payable on completion of       this Agreement and on each anniversary       thereafter) - -------------------------------------------------------------------------------- 3     Update Fee (per update after the first       4 updates per annum) - -------------------------------------------------------------------------------- 4     Storage Fee (per annum, per cubic foot       payable if the source code exceeds 1       cubic foot) - -------------------------------------------------------------------------------- 5     Liability Fee (per annum, (pound)100 per       (pound)500,000 of liability exceeding       (pound)500,000) - -------------------------------------------------------------------------------- 6     Release Fee (plus NCC's reasonable       expenses)                                               NIL         100% - --------------------------------------------------------------------------------

      1     All fees are subject to VAT where applicable*

      2     All fees are reviewed by NCC from time to time

      * only applicable to countries within the EU.

Signed on behalf of [-1]

Name      --------------------------------------:------------------------------------ Position:          ----------------------------------:              (Authorised Signatory)

Signed on behalf of [-4]

Name      --------------------------------------:------------------------------------ Position:          ----------------------------------:              (Authorised Signatory)

Signed on behalf of NCC ESCROW INTERNATIONAL LIMITED

Name      --------------------------------------:------------------------------------ Position:          ----------------------------------:              (Authorised Signatory)

Version 1: August 1997                                                    5 of 6

STD001Y2K.UK                           (C) NCC Escrow International Limited 1997

Any queries regarding this document should be directed to:

Contracts Administrator NCC Escrow International Limited Oxford House





Oxford Road Manchester M1 7ED England

Telephone: +44 (0) 161 242 2109 Fax:       +44 (0) 161 242 2275 E-mail:    escrow@ncc.co.uk

The following information is referenced within this agreement:

[-1] Owner's Name [-2] Owner's Registered Office [-3] Owner's Company Registration Number* [-4] Licensee's Name [-5] Licensee's Registered Office [-6] Licensee's Company Registration Number* [-7] Name Of Package

[INITIALS ILLEGIBLE]                                        [INITIALS ILLEGIBLE]       20.3.98                                                     30.4.98
answer:
Highlight the parts (if any) of this contract related to Cap On Liability that should be reviewed by a lawyer. Details: Does the contract include a cap on liability upon the breach of a party’s obligation? This includes time limitation for the counterparty to bring claims or maximum amount for recovery.


question:
Exhibit 10d-2

                               RESELLER AGREEMENT

                                 BY AND BETWEEN

                                PIVX CORPORATION

                                       AND

                               DETTO TECHNOLOGIES

This Reseller Agreement is entered as of this ___ day of _________, 2004 (Effective Date) by and between PivX Corporation, a California corporation, having its principal place of business at 23 Corporate Plaza Drive, Newport Beach, California, 92661 (PivX) and Detto Technologies, a Washington corporation, having its principal place of business at 14320 NE 21st Street, Suite 11, Bellevue, Washington, 98007 (Detto).

NOW THEREFORE, for good and valuable consideration, the parties hereby agree as follows:

1. GRANT OF RIGHTS

1.1 LICENSE. Subject to the terms and conditions of this Agreement, PivX hereby grants to Detto a non-transferable, exclusive license to distribute PivX's Qwik-Fix Pro and any documentation supporting Qwik-Fix Pro provided from time to time by PivX (the Documentation) within North America, solely to third parties to whom Detto licenses Qwik-Fix Pro (Third Parties), and as governed by the terms set forth in Exhibit A (PivX/Detto Reseller Agreement Addendum). PivX also hereby grants to Detto a non-transferable, non-exclusive license to distribute PivX's Qwik-Fix Pro and the Documentation outside of North America, solely to Third Parties and as governed by the terms in Exhibit A. Detto shall have no right to reproduce Qwik-Fix Pro or any part thereof. All copies of Qwik-Fix Pro distributed by Detto shall be distributed pursuant to PivX's current Enterprise License Agreement, as amended by PivX from time to time (the License), a copy of which PivX will provide Detto. Detto shall not distribute Qwik-Fix Pro to any Third Party unless the Third Party has accepted the terms of PivX's current License under penalty of perjury and in writing.

1.2 OWNERSHIP. As between PivX and Detto, PivX owns and retains all right, title, and interest in and to Qwik-Fix Pro and Documentation; all trademarks, service marks or trade names associated with Qwik-Fix Pro or Documentation (the Trademarks); all copyrights, patents, trade secret rights, and other intellectual property rights therein (collectively, together with Qwik-Fix Pro, Documentation, and Trademarks, the Property). Except as expressly granted herein, PivX does not grant to Detto any right or license, either express or implied, in Qwik-Fix Pro, Documentation or Property. Detto shall not reverse engineer, disassemble, decompile, or otherwise attempt to derive source code from Qwik-Fix Pro.

1.3 PIVX CHANNELNET. PivX grants Detto access to PivX ChannelNet as governed by the terms set forth in Exhibit A.

2. DETTO'S OBLIGATIONS

2.1 DETTO'S MARKETING; PUBLIC RELATIONS. Detto obligations for marketing and public relations are governed under the terms in Exhibit A.

2.2 TRADEMARKS; PROPERTY. During the term of this Agreement, Detto shall have the right to use and reproduce the Trademarks in connection with Detto's marketing, advertising, promotion and distribution of Qwik-Fix Pro. Detto's use of the Trademarks shall not create any right, title or interest therein. Detto shall use the Trademarks only in a manner which complies in all material respects with PivX's reasonable policies in effect from time to time, and all

                                       1

such use shall be for PivX's benefit. Detto shall not remove, obscure or alter PivX's copyright notice or the Trademarks from Qwik-Fix Pro or Documentation. If Detto, in the course of distributing Qwik-Fix Pro, acquires any goodwill or reputation in any of the Trademarks, all such goodwill or reputation shall automatically be transferred to and shall vest in PivX when and as, on an on-going basis, such acquisition of goodwill or reputation occurs, as well as at the expiration or termination of this Agreement, without any separate payment or other consideration of any kind to Detto, and Detto agrees to take all such actions necessary to effect such vesting. Detto shall not contest the validity of any of the Property or PivX's exclusive ownership of them. Detto shall not adopt, use, or register, whether as a corporate name, trademark, service mark or other indication of origin, any of the Trademarks, or any word or mark confusingly similar to the Trademarks in any jurisdiction.

2.3 SUPPORT FOR QWIK-FIX PRO. Detto shall provide for all customer support for Qwik-Fix Pro that it resells as governed by the terms set forth in Exhibit A.

2.4 COMPLIANCE WITH APPLICABLE LAWS. Detto shall comply with all laws and regulations applicable to Detto's marketing and distribution of Qwik-Fix Pro hereunder. Without limiting the generality of the foregoing, Detto shall, at its own expense, make, obtain, and maintain in force at all times during the term of this Agreement, all filings, registrations, licenses, permits and authorizations





in North America required for Detto to perform its obligations under this Agreement.

2.5 SECURITY ISSUES. Detto shall take all action necessary to ensure that (a) Qwik-Fix Pro and Documentation on Detto's servers or computer systems is appropriately secured so that Qwik-Fix Pro and Documentation can only be viewed, copied, or utilized by licensed Third Parties; and (b) that the object code of the Courseware can only be accessed by employees authorized by PivX and cannot be copied or downloaded by any of Detto's licensees or by any other third party. In addition, Detto shall make its offices and equipment available in person, upon reasonable notice, and to the extent feasible, remotely, to PivX to inspect and test Detto's physical and technical set-up to ensure that Detto is complying with its obligations under this Section. Detto agrees to indemnify and hold PivX harmless in accordance with the provisions of Section 4.4 to the extent that Detto breaches its obligations under this Section 2.5.

2.6 PROTECTION OF PROPRIETARY RIGHTS. Detto shall cooperate without charge (provided that PivX will reimburse out of pocket expenses as agreed in advance in writing), in PivX's efforts to protect PivX's rights in the Property. Detto shall promptly notify PivX of any infringements of PivX's Property Rights that come to Detto's attention. PivX shall have the exclusive right to institute infringement or other appropriate legal action against alleged infringers of its Property Rights. PivX shall incur all expenses in connection therewith and shall retain all monetary recoveries received therefrom.

2.7 NO EXCESS REPRESENTATIONS OR WARRANTIES. Detto covenants that it shall not make any representations or warranties with respect to Qwik-Fix Pro or Documentation in excess of those provided by PivX herein. Detto agrees to indemnify and hold PivX harmless in accordance with the provisions of Section 4.4 to the extent that Detto breaches its covenant under this Section 2.7.

2.8 FULFILLMENT OF DETTO'S OBLIGATIONS. Detto covenants that it will fulfill all of its contractual and legal obligations to its customers. Detto covenants that it will (a) provide its customers with first quality sales and technical support with respect to any copies or licenses of Qwik-Fix Pro sold by Detto, (b) promptly, courteously and appropriately respond to its customers questions, concerns and complaints, and (c) generally deal with its customers in a professional manner that shall add to the good reputation of Detto and PivX. To the extent that Detto fails to fulfill its contractual and legal obligations to its customers, Detto agrees that PivX may elect to fulfill those obligations, or any portion of them, and Detto shall reimburse PivX any costs and expenses so incurred by PivX. Detto agrees to indemnify and hold PivX harmless in accordance with the provisions of Section 4.4 to the extent that it breaches any of its covenants under this Section 2.8.

2.9 U.S. GOVERNMENT - RESTRICTED RIGHTS. Detto covenants to require its customers to accept a click-wrap agreement that, among other things, provides that Qwik-Fix Pro and accompanying documentation are deemed to be commercial computer Software and commercial computer Software documentation,

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respectively, pursuant to DFAR Section 227.7202 and FAR Section 12.212, as applicable. Any use, modification, reproduction release, performance, display or disclosure of Qwik-Fix Pro and accompanying documentation by the U.S. Government shall be governed solely by the terms of the Agreement and shall be prohibited except to the extent expressly permitted by the terms of this Agreement.

2.10 BUSINESS DEVELOPMENT. Detto will engage in future business development with PivX as governed by the terms set forth in Exhibit A.

2.11 SALES FORECASTING; SALES METRICS; SALES REPORTING. Detto will provide sales forecasting, sales metrics and sales reporting to PivX as governed by the terms set forth in Exhibit A.

3. PRICE AND PAYMENT; SHIPMENT AND DELIVERY

3.1 SUGGESTED THIRD PARTY PRICES. Third Party prices are governed by the terms set forth in Exhibit A.

3.2 PER COPY FEES. Detto shall pay to PivX for each unit of Qwik-Fix Pro distributed hereunder per copy fees (the Per Copy Fees) as governed by the terms set forth in Exhibit A. In the event that PivX changes the Third Party prices, Per Copy Fees based on such changed prices shall apply to any order for Qwik-Fix Pro received by PivX after the effective date of the increase. PivX shall provide Detto with at least forty-five (45) days written notice of any increase in the Per Copy Fees.

3.3 PAYMENT. All payments to PivX shall be made within thirty (30) days after the receipt by Detto of the PivX's invoice. Detto shall pay PivX a late charge on outstanding amounts due equal to one and one-half percent (1.50%) per month or the maximum amount allowed by law, whichever is less. All payments shall be made in United States Dollars, free of any withholding tax and of any currency control or other restrictions to PivX. PivX shall have the right, at reasonable times and on reasonable notice, to inspect and audit the books and records of Detto to verify the accuracy of any statements. In the event that such an inspection discloses any error of any amount, the parties shall by appropriate payment promptly adjust for the error. If Detto fails to make payments when due, PivX shall be entitled to, in its sole discretion, to take any one or more of the following: (a) place Detto on credit hold, in which case, PivX may cease to fulfill Detto's orders to any new Third Parties; (b) rescind Detto's right to sell or distribute any additional Qwik-Fix Pro or Documentation hereunder; and (c) to require that Detto direct all future payments, for licenses sold in the past or in the future, from the Third Parties directly to PivX or a lock box or





an account designated by PivX for such purpose, to be applied by PivX to the payment default (and interest thereon) until such defaults have been satisfied. All amounts received by PivX hereunder shall be nonrefundable except for any payments received or held under PivX's control pursuant to clause c of the last sentence after Detto's payment default has been satisfied.

3.4 TAXES, TARIFFS, FEES. PivX's Suggested Prices and Per Copy Fees do not include any national, state or local sales, use, value added or other taxes, customs duties, or similar tariffs and fees which may be required to be paid or collected upon the delivery of Qwik-Fix Pro or upon collection of the prices for Qwik-Fix Pro or the Per Copy Fees. Should any tax or levy be made, Detto agrees to pay such tax or levy and indemnify PivX against any claim for such amount. Detto represents and warrants to PivX that all Qwik-Fix Pro acquired hereunder is for redistribution in the ordinary course of Detto's business, and Detto agrees to provide PivX with appropriate resale certificate numbers and other documentation satisfactory to the applicable taxing authorities to substantiate any claim of exemption from any such taxes or fees.

3.5 SHIPMENT AND DELIVERY. PivX shall electronically deliver Qwik-Fix Pro to Detto. Detto shall inspect all software delivered to it, upon receipt and shall, within 10 days of receipt, give written notice to PivX of any claim of damage or missing portions. Should Detto fail to give such notice, or fail to obtain an extension of such 10-day period from PivX, the packages shall be deemed to be accepted by Detto. PivX will reasonably accommodate Detto's request to replace its master copy of software that becomes corrupted or damaged. Detto shall contractually require its Third Parties to report any claim of damage or shortages for Qwik-Fix Pro shipped to them within thirty (30) days of the Third Parties receipt of such package (or the time required by applicable law, if longer). PivX shall use commercially reasonable efforts to meet delivery dates requested by Detto, but in no event shall PivX be liable for its failure to meet such dates. In the event that PivX shall be unable to meet Detto's requested ship dates, PivX shall advise Detto of the change in or actual delivery schedule.

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3.6 SECURITY INTEREST. Detto hereby grants PivX a purchase money security interest in all Qwik-Fix Pro licensed to Detto, all physical media on which Qwik-Fix Pro is located, and all rights licensed to Detto pursuant to this Agreement in the amount of the Total Purchase Price. Detto also grants PivX a security interest in Detto's address list of Third Parties to secure Detto's payment, indemnification, and other obligations hereunder. To secure its rights hereunder, PivX shall have the right to file one or more UCC financing statements and to make such other filings as PivX shall deem appropriate. Detto shall cooperate with PivX with respect to all such filings. Upon PivX's demand, Detto agrees to execute promptly any financing statement, security agreement, chattel mortgage, applications for registration and/or similar documents, and to take any other action deemed necessary for registration or otherwise deemed necessary or desirable by PivX in order to perfect PivX's security interest hereunder. In the event of Detto's default hereunder, PivX may foreclose its security interests and exercise such other rights as provided under the UCC.

4. WARRANTY AND LIABILITY

4.1 PRODUCT WARRANTY. With respect to Qwik-Fix Pro delivered by PivX to Detto on CD-Rom, PivX warrants that for a period of thirty (30) days following delivery to Detto, the media on which Qwik-Fix Pro is furnished to Detto will be free from defects in materials and workmanship during normal use. PivX warrants that Qwik-Fix Pro will substantially conform to the user documentation. EXCEPT AS EXPRESSLY SET FORTH ABOVE, QWIK-FIX PRO AND DOCUMENTATION ARE PROVIDED AS IS. PIVX HEREBY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

4.2 PRODUCT INDEMNITY. PivX will indemnify, defend and hold Detto and its subsidiaries (each, an Indemnified Party), harmless from and against any and all claims, losses, costs, liabilities and expenses (including reasonable attorneys' fees), arising as a result of or in connection with any claim that Qwik-Fix Pro or Documentation infringes any intellectual property right of a third party provided: (i) the Indemnified Party promptly gives written notice of any claim to PivX; (ii) the Indemnified Party provides any assistance which PivX may reasonably request for the defense of the claim (with reasonable out of pocket expenses paid by PivX); and (iii) PivX has the right to control of the defense or settlement of the claim, provided, however, that the Indemnified Party shall have the right to participate in, but not control, any litigation for which indemnification is sought with counsel of its own choosing, at its own expense. Additionally, if an injunction or order issues restricting the use or distribution of any of Qwik-Fix Pro or Documentation, or if PivX determines that Qwik-Fix Pro or Documentation are likely to become the subject of a claim of infringement or violation of any proprietary right of any third party, PivX shall in its discretion and, at its option (a) procure the right to continue using, reproducing, and distributing Qwik-Fix Pro and Documentation; (b) replace or modify Qwik-Fix Pro and Documentation so that they become noninfringing, provided such modification or replacement does not materially alter or affect the specifications for or the use or operation of Qwik-Fix Pro; require return of Qwik-Fix Pro to PivX and refund any licensing fees relating to the future use of Qwik-Fix Pro.

4.3 LIMITATION OF LIABILITY. EXCEPT FOR PIVX'S OBLIGATIONS UNDER SECTION 4.2, IN NO EVENT SHALL PIVX'S OR ITS LICENSORS' LIABILITY TO DETTO OR ANY THIRD PARTY ARISING OUT OF THIS AGREEMENT EXCEED THE TOTAL AMOUNT ACTUALLY RECEIVED BY PIVX HEREUNDER DURING THE PREVIOUS SIX (6) MONTHS. IN NO EVENT SHALL ANY PARTY OR PIVX'S LICENSORS BE LIABLE TO ANOTHER PARTY OR ANY THIRD PARTY FOR LOSS OF DATA, COSTS OF PROCUREMENTS OF SUBSTITUTE GOODS OR SERVICES OR ANY INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES UNDER ANY CAUSE OF ACTION, EVEN IF





SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS LIMITATION SHALL APPLY NOTWITHSTANDING ANY FAILURE OF AN ESSENTIAL PURPOSE OF ANY LIMITED REMEDY PROVIDED HEREIN.

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4.4 INDEMNIFICATION. Detto shall indemnify and hold PivX harmless from and against any and all damages, liabilities, costs and expenses (including reasonable attorney's fees) which PivX incurs as a result of any claim based on any breach of any representation or warranty, covenant or agreement by Detto under this Agreement or any breach of this Agreement by Detto; provided: (i) that PivX promptly gives written notice of any claim to Detto; (ii) at Detto's expense, PivX provides reasonable assistance which Detto may reasonably request for the defense of the claim; and (iii) Detto has the right to control the defense or settlement of the claim, provided, however, that PivX shall have the right to participate in, but not control, any litigation for which indemnification is sought with counsel of its own choosing, at its own expense.

5. TERM AND TERMINATION

5.1 TERM OF AGREEMENT. The term of this Agreement shall commence on the Effective Date and continue for six (6) months.

5.2 TERMINATION OF AGREEMENT. PivX may terminate this Agreement for convenience by giving at least thirty (30) days written notice of termination to Detto. This Agreement may be terminated by either party in the event of a material breach of this Agreement by the other party that is not cured within thirty (30) days of the other party's receipt of written notice of such breach. If a material breach is cured within a thirty (30) day cure period this Agreement shall remain in effect as if no material breach had occurred. This Agreement shall terminate automatically without notice and without further action by the other party in the event that the other party becomes insolvent, which means it becomes unable to pay its debts in the ordinary course of business as they come due, or makes an assignment of this Agreement for the benefit of creditors.

5.3 EFFECT OF TERMINATION. Upon the expiration or termination of this Agreement:

(a) Detto shall, within thirty (30) days, pay to PivX all amounts due hereunder, return to PivX all products and demonstration copies received from PivX, erase any and all of the foregoing from all computer memories and storage devices within Detto's possession or control and, if requested, provide PivX with a signed written statement that Detto has complied with the foregoing obligations. All rights and licenses granted by PivX hereunder shall terminate, provided such termination shall not result in the termination of Licenses for copies of Qwik-Fix Pro which already have been purchased by Third Parties in accordance with the provisions of this Agreement.

(b) The following shall survive termination of this Agreement: Section 1.2, the last two sentences of Section 2.2, Sections 2.3 through and including 2.9, Section 3.6, Section 4, this Section 5 and Section 6. 5.4 LIMITATION OF LIABILITY UPON TERMINATION. In the event of termination in accordance with Section 5.1, PivX shall not be liable to Detto because of such termination for compensation, reimbursement or damages on account of the loss of prospective profits or anticipated sales or on account of expenditures, inventory, investments, leases or commitments in connection with the business or goodwill of Detto.

6. GENERAL PROVISIONS

6.1 CONFIDENTIALITY. By virtue of this Agreement, each party may have access to information that is confidential to the other (Confidential Information). Confidential Information shall include, but not be limited to, software, documentation, formulas, methods, know how, processes, designs, new products, developmental work, marketing requirements, marketing plans, customer names, prospective customer names, the terms and pricing under the Agreement, and any information clearly identified in writing at the time of disclosure as confidential. A party's Confidential Information shall not include information that (a) is or becomes a part of the public domain through no act or omission of the other party; or (b) is independently developed by the other party without

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use of or reference to the first party's Confidential Information. In the event, Confidential Information is required to be disclosed by law or other governmental authority, a party hereunder shall not be prohibited from disclosing such information by this Section provided that the responding party shall first have given prompt notice to the other party hereto and shall have made a reasonable effort to obtain a protective order restricting or limiting the disclosure of the Confidential Information to the extent possible.

6.2 THIS AGREEMENT CONTROLS; MERGER; AMENDMENT; WAIVER. This Agreement and Exhibit A to this Agreement shall control Detto's distribution of Qwik-Fix Pro and Documentation. All different or additional terms or conditions in any Detto purchase order or similar document shall be null and void. This Agreement, including Exhibit A, constitutes the final, complete, and exclusive agreement between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous agreements. No modification, amendment, or waiver of any provision of this Agreement shall be effective unless in writing signed by both parties. The failure or delay by either party in exercising any right, power or remedy under this Agreement shall not operate as a waiver of any such right, power or remedy.





6.3 NOTICES. All notices shall be given in writing and shall be considered effective when (a) personally delivered, (b) upon confirmed receipt if sent by electronic mail or facsimile; or (c) two (2) days after posting if sent by overnight registered private carrier (e.g. DHL, Federal Express, etc.).

6.4 ASSIGNMENT. Detto may not assign any of its rights or delegate any of its obligations hereunder, whether by operation of law or otherwise, without PivX's prior written consent. Subject to the foregoing, this Agreement shall bind and inure to the benefit of the parties, their respective successors and permitted assigns.

6.5 FORCE MAJEURE. PivX will not incur any liability to Detto or any other party on account of any loss or damage resulting from any delay or failure to perform all or any part of this Agreement (except for payment obligations) to the extent such delay or failure is caused, in whole or in part, by events, occurrences, or causes beyond the control, and without the negligence of, the parties. Such events, occurrences, or causes include, without limitation, acts of God, telecommunications outages, Internet outages, power outages, strikes, lockouts, riots, acts of war, floods, earthquakes, fires, and explosions.

6.6 GENERAL. If any provision of this Agreement shall be held by a court of competent jurisdiction to be contrary to law, such provision shall be changed and interpreted so as to best accomplish the objectives of the original provision to the fullest extent allowed by law and the remaining provisions of this Agreement shall remain in full force and effect. Detto is an independent contractor, and nothing herein shall be construed to create an employer-employee, partnership, joint venture, or agency relationship between the parties. Detto shall have no authority, right or power to create any obligation or responsibility on behalf of PivX.

6.7 GOVERNING LAW. This Agreement shall be governed by and construed under the laws of the State of California, excluding conflict of laws provisions and excluding the 1980 United Nations Convention on Contracts for the International Sale of Goods. The parties consent to the personal and exclusive jurisdiction of and venue in the state and federal courts of Orange County, California, U.S.A. for any disputes arising out of this Agreement. This Agreement may be executed simultaneously in two or more counterparts, each one of which shall be deemed an original, but all of which shall constitute one and the same instrument.

IN WITNESS WHEREOF, the following duly authorized representatives have signed this Agreement on behalf of the entities indicated below, as of the date first above written.

DETTO                                     PIVX ----------------------------------------- --------------------------------------

----------------------------------------- -------------------------------------- By:                                       By: ----------------------------------------- -------------------------------------- Title:                                    Title: ----------------------------------------- -------------------------------------- Date:                                     Date: ----------------------------------------- --------------------------------------

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answer:
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?


question:
EXHIBIT 10.28

                               MOVADO GROUP, INC.

                              ENDORSEMENT AGREEMENT

            WHEREAS, Movado Group, Inc. (the Company) and the Trustees of the Grinberg Family Trust (the Trust) entered into a Policy Collateral Assignment And Split Dollar Agreement, dated as of December 5, 1995 (the Split Dollar Agreement); and

            WHEREAS, pursuant to the Split Dollar Agreement, life insurance protection is provided to the beneficiaries of the Trust, upon the of the death of the survivor of Gedalio Grinberg (Executive) and Sonia Grinberg (Executive and Sonia Grinberg are collectively referred to as the Insureds) under a life insurance policy issued to the Trust by the New York Life Insurance Company, Policy No. 45660373 (hereinafter referred to as the Policy); and

            WHEREAS, pursuant to the Split Dollar Agreement, the Policy is owned by the Trust and collaterally assigned by it to the Company in order to secure the repayment of the amounts due to the Company in respect of the Company's loans to the Trust which have been used by the Trust to pay the premiums on the Policy (such loans totaling $5,186,860 on the date hereof and being represented by a Demand Note, dated December 5, 1995, between the Company and the Trust (the Demand Note)); and

            WHEREAS, Section XIII of the Split Dollar Agreement provides that it may be amended at any time and from time to time by a written instrument by the parties thereto; and

            WHEREAS, Section 402 of the Sarbanes-Oxley Act of the 2002 (the Act) prohibits certain public companies (including the Company) from directly or indirectly making or arranging for an extension of credit in the form of a personal loan to its executive officers on or after July 30, 2002; and

            WHEREAS, Executive and a Trustee and a beneficiary of the Trust are executive officers of the Company; and

            WHEREAS, counsel to the Company has advised the Company that the collateral assignment split-dollar life insurance arrangement reflected in the Split Dollar Agreement may violate the aforementioned prohibition on personal loans to executive officers set forth in Section 402 of the Act, in respect of loans made to the Trust on or after July 30, 2002, although there exists no authority on point and reasonable arguments may be made to the contrary; and

            WHEREAS, in order to best ensure that the Company does not violate the aforementioned prohibition on personal loans to executive officers set forth in Section 402 of the Act, the parties hereto wish to (i) amend and restate the Split Dollar Agreement, (ii) rename the amended and restated Split Dollar Agreement the Movado Group, Inc. Endorsement Agreement (hereinafter referred to as the Endorsement Agreement or the Agreement), and (iii) transfer the Policy to the Company in partial repayment of the outstanding $5,186,860 principal balance of the Demand Note, with such repayment being in an amount equal to the cash

                                                                               2

surrender value of the Policy on the date hereof ($4,595,591), and with the remaining principal balance of the Demand Note ($591,269) continuing to be subject to the terms and conditions of the Demand Note.

            NOW, THEREFORE, in consideration for the mutual promises contained herein, the parties hereto agree to amend and restate the Split Dollar Agreement in its entirety as follows:

            1. Transfer of Policy; Partial Repayment of Demand Note. The Trustees of the Trust hereby agree to promptly execute any and all documents required by the New York Life Insurance Company (the Insurer) and the Company to transfer ownership of the Policy from the Trust to the Company in exchange for the Company's agreement to promptly execute any and all documents required to reflect the partial repayment of the outstanding principal balance of the Demand Note, as described in the recitals above.

            2. Ownership of Policy. Except as otherwise provided in this Agreement, the Company shall be the sole and exclusive owner of the Policy.

            3. Surrender, Withdrawals, Loans; Etc. Other than as specifically allowed herein, the Company shall not borrow from, hypothecate, withdraw cash value from, surrender in whole or in part, cancel, or in any other manner encumber the Policy without the prior written consent of the Trustees of the Trust. Unless the Company and the Trustees of the Trust otherwise agree, in the event there is a complete or partial surrender or cancellation of the Policy, the proceeds payable as a result of the surrender, cancellation, withdrawal or loan shall be paid to the Company in an amount equal to the aggregate premiums paid under the Policy since inception, and any remaining proceeds shall be payable to the Trust.

            4. Investment of Cash Values. If the Policy provides the policy owner with a choice of investment funds for the Policy cash values, the Company shall select the funds in which to invest such cash values.

            5. Payment of Premiums. Subject to the terms of this Agreement, the Company agrees to pay premiums on the Policy as provided under the Policy. In





the event this Agreement is terminated in accordance with terms of Section 11, the Company shall not be liable for any premiums owed on the Policy after the date of termination.

            6. Payment of Death Benefits. Upon the death of the survivor of the Insureds, the death benefit under the Policy (including any interest payable under the Policy in respect of such death benefit for the period from the date of death of such survivor until the payment of the death benefit) shall be divided as follows:

                  (a) The Company shall be entitled to receive an amount equal to the aggregate premiums paid under the Policy since inception less the amount of the then outstanding principal balance of the Demand Note (the Company Death Benefit). (If the Policy provides for a death benefit equal to the sum of the face amount of the Policy and any cash account or accumulation value, the Company Death Benefit shall first be paid from the cash account or accumulation value portion of the death benefit.)

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                  (b) The Trust shall be entitled to receive the excess, if any, of the Policy's death benefit over the Company Death Benefit.

                  (c) If any interest is payable under the Policy in respect of the death benefit for the period from the date of death of such survivor until the payment of the death benefit, the Company and the Trust shall share in such interest in proportion that their respective share of such death benefit (as determined under Section 6(a) and (b) hereof) bears to the total death benefit, excluding any interest thereon.

            7. Company Default. In the event of a Company Default (as defined below), the Trust shall have the right to require the Company to cure the Company Default by notifying the Company in writing within sixty (60) days after its receipt of notice of a Company Default, or if later, within thirty (30) days after a Trustee becomes aware of the Company Default. If the Company fails to cure the Company Default within sixty (60) days after being notified by the Trust of the Company Default, the Trust shall have the right to require the Company to transfer its interest in the Policy to the Trust. The Trust may exercise this right by notifying the Company, in writing, within sixty (60) days after the Company Default occurs. Upon receipt of such notice, the Company shall immediately transfer ownership of the Policy to the Trust and the Company shall thereafter have no rights with respect to the Policy. The Trust's failure to exercise its rights under this Section 7 shall not be deemed to release the Company from any of its obligations under this Agreement, and shall not preclude the Trust from seeking other remedies with respect to the Company Default. For purposes of this Agreement, a Company Default shall be deemed to have occurred with respect to the Policy if the Company fails to pay a premium on the Policy as required under the terms of this Agreement within sixty (60) days after the due date for such premium, or if the Company processes or attempts to process a policy loan, or a complete or partial surrender, or a cash value withdrawal without prior written approval from the Trustees of the Trust. The Company shall notify the Trustees of the Trust within five (5) business days of any event which constitutes a Company Default.

            8. Notice. All notices hereunder shall be in writing and sent by certified mail with postage prepaid. Any notice to the Company shall be addressed to the attention of the General Counsel, with a copy to the Chief Executive Officer, at the principal office of the Company at 650 From Road; Paramus, New Jersey 07652. Any notice to the Trustees of the Trust shall be addressed to the Trustees of the Trust, 115 Central Park West, Apt. 4D, New York, New York 10023, with a copy to Andrew W. Regan, Esq. c/o Shearman & Sterling, 599 Lexington Avenue, New York, New York 10022. Any party may change his or its address by giving written notice of such change to the other party pursuant to this Section 8.

            9. Entire Agreement. This Agreement is the entire agreement between the Company and the Trust with respect to the subject matter hereof and contains all of the agreements, whether written, oral, express or implied, between the Company and the Trust and supersedes any other agreement by and between the Company and the Trust except to the extent specifically set forth herein.

            10. Amendment. The Company may amend or modify this Agreement at any time, but any such amendment or modification that would adversely affect the rights of the Trust

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under this Agreement shall not be effective without the prior written consent of the Trustees of the Trust.

            11. Termination. Notwithstanding any provisions of this Agreement to the contrary, this Agreement shall terminate upon the Trust's payment to the Company of the sum of the aggregate amount of the premiums paid under the Policy since inception (which amount includes the outstanding principal balance of the Demand Note). In the event this Agreement is terminated in accordance with this Section 11, the Company shall transfer the Policy to the Trust as soon as is administratively practicable. Payment of the foregoing amounts by the Trust to the Company will be full repayment of the Demand Note.

            12. Governing Law. Except to the extent preempted by Employee Retirement Income Security Act of 1974, as amended (ERISA), all rights hereunder shall be governed by and construed in accordance with the laws of the State of New York without regard to its rules governing conflicts of laws, or the rules of any other jurisdiction which would cause the laws of any





jurisdiction other than the State of New York to apply. If this Agreement is determined to be subject to ERISA, it is intended to be exempt from the reporting and disclosure provisions of ERISA pursuant to Section 104(a)(3) of ERISA and Department of Labor Regulation Section 2520.104-24.

            13. Administration. If this Agreement is determined to be subject to ERISA, it shall be administered by the Company, or its designee (the Plan Administrator), which shall be the named fiduciary of this Agreement for purposes of ERISA. The Plan Administrator shall have the authority to make, amend, interpret, and enforce all rules and regulations for the administration of this Agreement and decide or resolve any and all questions, including interpretations of the Agreement, as may arise in connection with this Agreement. In the administration of this Agreement, the Plan Administrator from time to time may employ agents and delegate to them or to others (including executives of the Company) such administrative duties as it sees fit. The Plan Administrator from time to time may consult with counsel, who may be counsel to the Company. The decision or action of the Plan Administrator (or its designee) with respect to any question arising out of or in connection with the administration, interpretation and application of this Agreement shall be final and conclusive and binding upon all persons having any interest in this Agreement. The Company shall indemnify and hold harmless the Plan Administrator and any Company employee to whom administrative duties under this Agreement are delegated, against any and all claims, loss, damage, expense or liability arising from any action or failure to act with respect to this Agreement, except in the case of gross negligence or willful misconduct by the Plan Administrator or any such employee.

            14. Claims Procedures. If this Agreement is subject to ERISA, any controversy or claim arising out of or relating to this Agreement shall be filed with the Plan Administrator or its designee which shall make all determinations concerning such claim. Any decision by the Plan Administrator denying such claim shall be in writing and shall be delivered to all parties in interest in accordance with the notice provisions of Section 8 hereof. Such decision shall set forth the reasons for denial in plain language. Pertinent provisions of the Agreement shall be cited and, where appropriate, an explanation as to how the claimant can perfect the claim will be provided. This notice of denial of benefits will be provided within ninety (90) days of the Plan Administrator's receipt of the claim for benefits. If the Plan

                                                                               5

Administrator fails to notify the claimant of its decision regarding the claim, the claim shall be considered denied, and the claimant then shall be permitted to proceed with an appeal as provided for in this Section 14.

            A claimant who has been completely or partially denied a benefit shall be entitled to appeal this denial of his or her claim by filing a written statement of his or her position with the Plan Administrator no later than sixty (60) days after receipt of the written notification of such denial. The Plan Administrator shall schedule an opportunity for a full and fair review of the issue within thirty (30) days of receipt of the appeal. The decision on review shall set forth specific reasons for the decision, and shall cite specific references to the pertinent provisions of the Agreement on which the decision is based.

            Following the review of any additional information submitted by the claimant, either through the hearing process or otherwise, the Plan Administrator shall make its decision regarding the merits of the denied claim within sixty (60) days following receipt of the request for review (or within 120 days after such receipt, in a case where there are special circumstances requiring extension of time for reviewing the appealed claim). The Plan Administrator shall deliver the decision to the claimant in writing. If an extension of time for reviewing the appealed claim is required because of special circumstances, written notice of the extension shall be furnished to the claimant prior to the commencement of the extension. If the decision on review is not furnished within the prescribed time, the claim shall be deemed denied on review.

            15. Successors. The terms and conditions of this Agreement shall inure to the benefit of and bind the Company, the Trust and their respective successors, assignees and representatives.

            16. Gender. The masculine pronoun includes the feminine and the singular includes the plural where appropriate for valid construction.

            17. No Contract of Employment. This Agreement shall not be deemed to constitute a contract of employment between Executive and the Company, nor shall any provision restrict the right of the Company to discharge Executive, or to restrict the right of Executive to terminate employment with the Company.

            18. Counterparts. This Agreement may be executed by one or more of the parties hereto on any number of separate counterparts and all such counterparts shall be deemed to be one and the same instrument. Each party hereto confirms that any facsimile copy of such party's executed counterpart of this Agreement (or its signature page thereof) shall be deemed to

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be an executed original thereof.

            IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of this 4th day of April, 2003.

                                              MOVADO GROUP, INC.





                                              By: /s/ Timothy F. Michno                                                   ------------------------------                                               Name: Timothy F. Michno                                               Title:  General Counsel

THE GRINBERG FAMILY TRUST

By:  /s/ Efraim Grinberg     ------------------------------------     Efraim Grinberg, Trustee

By: /s/ Miriam G. Phalen     ------------------------------------     Miriam G. Phalen, Trustee

By: /s/ Alexander Grinberg     ------------------------------------     Alexander Grinberg, Trustee
answer:

Highlight the parts (if any) of this contract related to Post-Termination Services that should be reviewed by a lawyer. Details: Is a party subject to obligations after the termination or expiration of a contract, including any post-termination transition, payment, transfer of IP, wind-down, last-buy, or similar commitments?