In this task, you're given a passage that represents a legal contract or clause between multiple parties, followed by a question that needs to be answered. Based on the paragraph, you must write unambiguous answers to the questions and your answer must refer a specific phrase from the paragraph. If multiple answers seem to exist, write the answer that is the most plausible.
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Question: TAT-14 CABLE NETWORK

                     CONSTRUCTION AND MAINTENANCE AGREEMENT

                                [GRAPHIC OMITTED]

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

                           custody of Deutsche Telekom

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

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

                               TABLE OF CONTENTS

1 DEFINITIONS                                                                  2

2 BASIC PRINCIPLES                                                             6

3 CONFIGURATION                                                                6

4 PROVISION OF SEGMENTS T AND S                                                8

5 OWNERSHIP OF SEGMENTS AND ADDITIONAL PROPERTY                                9

6 ESTABLISHMENT OF THE GENERAL COMMITTEE                                       9

7 ESTABLISHMENT OF MANAGING GROUP                                             11

8 PROCUREMENT GROUP; SUPPLY CONTRACT FOR SEGMENT S                            12

9 ACQUISITION AND USE OF CAPACITY                                             13

10 EQUIPAGE                                                                   15

11 INCREASE OR DECREASE OF DESIGN CAPACITY                                    15

12 OWNERSHIP PRICING                                                          16

13 DEFINITION OF CAPITAL COSTS OF SEGMENT S                                   16

14 ALLOCATION AND BILLING OF SEGMENT S CAPITAL COSTS                          17

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

16 OPERATION AND MAINTENANCE OF SEGMENTS T AND S                              20

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

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

19 KEEPING AND INSPECTION OF BOOKS                                            25

20 CURRENCY AND PLACE OF PAYMENT                                              26

21 DEFAULT OF PAYMENT                                                         27

22 LIABILITY                                                                  27

23 FORCE MAJEURE                                                              28

24 SETTLEMENT OF CLAIMS BY THE PARTIES                                        28

25 DURATION OF AGREEMENT AND REALIZATION OF ASSETS                            29

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

26 RELATIONSHIP OF THE PARTIES                                                30





27 OBTAINING OF LICENSES                                                      30

28 PRIVILEGES FOR DOCUMENTS OR COMMUNICATIONS                                 30

29 CONFIDENTIALITY                                                            30

30 ASSIGNMENT OF RIGHTS AND OBLIGATIONS                                       31

31 WAIVER                                                                     32

32 COMMUNICATIONS                                                             32

33 PARAGRAPH HEADINGS, REFERENCES                                             32

34 SEVERABILITY                                                               33

35 EXECUTION OF AGREEMENT AND AMENDMENTS                                      33

36 INTERPRETATION OF THE AGREEMENT AND    SETTLEMENT OF DISPUTES                                                     33

37 SUCCESSORS BOUND                                                           34

38 ENTIRE AGREEMENT                                                           34

39 TESTIMONIUM                                                                35

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

                                    SCHEDULES

SCHEDULE A        PARTIES TO THE AGREEMENT

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

SCHEDULE C        SUMMARY OF ALLOCATED CAPACITY

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

                                 ANNEXES

ANNEX 1        TERMS OF REFERENCE FOR MANAGING GROUP

ANNEX 2        TERMS OF REFERENCE FOR THE PROCUREMENT GROUP

ANNEX 3        TERMS OF REFERENCE FOR THE AR&R SUBCOMMITTEE

ANNEX 4        TERMS OF REFERENCE FOR THE F&A SUBCOMMITTEE

ANNEX 5        TERMS OF REFERENCE FOR THE CENTRAL BILLING PARTY

ANNEX 6        TERMS OF REFERENCE FOR THE NETWORK ADMINISTRATOR

ANNEX 7        SOURCE OF FINANCIAL CHARGE RATES

ANNEX 8        INITIAL OWNERSHIP PRICING MATRIX

ANNEX 9        CAPACITY STRUCTURE

ANNEX 1O       ORGANIZATION STRUCTURE

ANNEX 11       CONFIGURATION DIAGRAM

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





                              TAT-14 CABLE NETWORK

                     CONSTRUCTION AND MAINTENANCE AGREEMENT

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

WITNESSETH:

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

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

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

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

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

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

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

1        DEFINITIONS

1.1      Definition of Terms

AFFILIATE

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

AGENT

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

BASIC SYSTEM MODULE (BSM)

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





CABLE LANDING POINT

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

CABLE STATIONS

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

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

CAPACITY

       Capacity shall be categorized as follows:

       (i)   Design Capacity

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

       (ii)  Allocated Capacity

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

       (iii) Purchased Capacity

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

       (iv)  Sold Capacity

             The sum of the Allocated Capacity and the Purchased Capacity.

       (v) Common Reserve Capacity (CRC)

             The difference between the Design Capacity and the Sold Capacity.

COUNTRY

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

INTERNATIONAL TELECOMMUNICATIONS ENTITY (ITE)

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

MAINTENANCE AUTHORITIES

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

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





MINIMUM INVESTMENT UNIT (MIU)

      One Ring-MIU

MOU PARTIES

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

PRIVATE AGREEMENT

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

PURCHASER

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

PURCHASE CONTRACT

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

READY FOR CUSTOMER SERVICE (RFCS) DATE

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

READY FOR PROVISIONAL ACCEPTANCE (RFPA) DATE

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

- -------------------------------------------------------------------------------- September 2, 1998                                                         Page 4

RING

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

RING-MIU

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

SUBSIDIARY

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

SUPPLY CONTRACT

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





SYSTEM INTERFACE

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

TERMINAL PARTIES

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

- -------------------------------------------------------------------------------- September 2, 1998                                                         Page 5

1.2      Schedules and Annexes

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

2        BASIC PRINCIPLES

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

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

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

3        CONFIGURATION

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

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

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

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

- -------------------------------------------------------------------------------- September 2, 1998                                                         Page 6





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

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

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

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

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

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

3.3      Segments T1 to T7 shall each consist of:

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

3.4      Segment S shall consist of the following Subsegments:

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

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

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

- -------------------------------------------------------------------------------- September 2, 1998                                                         Page 7

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

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

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

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

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

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





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

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

4        PROVISION OF SEGMENTS T AND S

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

- -------------------------------------------------------------------------------- September 2, 1998                                                         Page 8

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

5        OWNERSHIP OF SEGMENTS AND ADDITIONAL PROPERTY

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

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

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

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

6        ESTABLISHMENT OF THE GENERAL COMMITTEE

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

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

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

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





         be responsible for:

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

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

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

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

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

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

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

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7        ESTABLISHMENT OF THE MANAGING GROUP

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

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

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

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

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





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

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

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

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

8        PROCUREMENT GROUP; SUPPLY FOR SEGMENT S

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

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

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

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

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





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

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

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

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

9        ACQUISITION AND USE OF CAPACITY

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

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

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

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

- -------------------------------------------------------------------------------- September 2, 1998                                                        Paqe 13

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

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

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





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

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

9.9      Each Purchase Contract or Private Agreement shall

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

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

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

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

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

- -------------------------------------------------------------------------------- September 2, 1998                                                        Page 14

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

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

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

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

10.      EQUIPAGE

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





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

11       INCREASE OR DECREASE OF DESIGN CAPACITY

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

- -------------------------------------------------------------------------------- September 2, 1998                                                        Page 15

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

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

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

12       OWNERSHIP PRICING

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

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

13       DEFINITION OF CAPITAL COSTS OF SEGMENT S

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

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

- -------------------------------------------------------------------------------- September 2, 1998                                                        Page 16

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





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

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

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

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

14       ALLOCATION AND BILLING OF SEGMENTS CAPITAL COSTS

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

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

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

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

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

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

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





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

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

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

- -------------------------------------------------------------------------------- September 2, 1998                                                        Page 18

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

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

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

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

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

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

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September 2, 1998                                                        Page 19

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

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

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

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

16       OPERATION AND MAINTENANCE OF SEGMENTS T AND S

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

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

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

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

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

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

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





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

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

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

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

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

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

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

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

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





         Parties with copies of such agreements on request.

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

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

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

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

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

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

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

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

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





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

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

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

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

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

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

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

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

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

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

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





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

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

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

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

19       KEEPING AND INSPECTION OF BOOKS

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

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

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

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

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

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

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

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

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

20       CURRENCY AND PLACE OF PAYMENT

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

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21       DEFAULT OF PAYMENT

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

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

22       LIABILITY

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

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

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23       FORCE MAJEURE

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

24       SETTLEMENT OF CLAIMS BY THE PARTIES

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





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

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

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

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

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25       DURATION OF AGREEMENT AND REALIZATION OF ASSETS

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

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

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

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

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





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

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26       RELATIONSHIP OF THE PARTIES

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

27       OBTAINING OF LICENSES

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

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

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

28       PRIVILEGES FOR DOCUMENTS OR COMMUNICATIONS

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

29       CONFIDENTIALITY

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

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

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

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





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

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

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

30       ASSIGNMENT OF RIGHTS AND OBLIGATIONS

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

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

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

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

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

31       WAIVER

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

32       COMMUNICATIONS

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

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

33       PARAGRAPH HEADINGS, REFERENCES

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





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

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34       SEVERABILITY

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

35       EXECUTION OF AGREEMENT AND AMENDMENTS

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

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

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

36       INTERPRETATION OF THE AGREEMENT AND SETTLEMENT OF DISPUTES

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

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

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



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

37       SUCCESSORS BOUND

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





38       ENTIRE AGREEMENT

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

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

                                    SCHEDULES

SCHEDULE A     PARTIES TO THE AGREEMENT

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

SCHEDULE C     SUMMARY OF ALLOCATED CAPACITY

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

                                     ANNEXES

ANNEX 1     TERMS OF REFERENCE FOR MANAGING GROUP

ANNEX 2     TERMS OF REFERENCE FOR THE PROCUREMENT GROUP

ANNEX 3     TERMS OF REFERENCE FOR THE AR&R SUBCOMMITTEE

ANNEX 4     TERMS OF REFERENCE FOR THE F&A SUBCOMMITTEE

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

ANNEX 5     TERMS OF REFERENCE FOR THE CENTRAL BILLING PARTY

ANNEX 6     TERMS OF REFERENCE FOR THE NETWORK ADMINISTRATOR

ANNEX 7     SOURCE OF FINANCIAL CHARGE RATES

ANNEX 8     INITIAL OWNERSHIP PRICING MATRIX

ANNEX 9     CAPACITY STRUCTURE

ANNEX 10    ORGANIZATION STRUCTURE

ANNEX 11    CONFIGURATION DIAGRAM

39       TESTIMONIUM

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

     For and on behalf of      ABS Telecom plc

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

     For and on behalf of      AT&T Corp.

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

     For and on behalf of





     BARAK I.T.C

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

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

     For and on behalf of      BC TEL

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

     For and on behalf of      Belgacom S.A.

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

     For and on behalf of      BellSouth International, Inc.

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

     For and on behalf of      British Telecommunications pIc

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

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

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

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

     For and on behalf of      Cable & Wireless, Inc.

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

     For and on behalf of      Carrier 1 AG

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

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

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





     For and on behalf of      Com Tech International Corporation

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

     For and on behalf of      CYPRUS TELECOMMUNICATIONS AUTHORITY

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

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

     For and on behalf of      Deutsche Telekom AG

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

     For and on behalf of      Energis Communications Limited

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

     For and on behalf of      Emirates Telecommunications Corporation - ETISALAT

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

     For and on behalf of      France Telecom

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

     For and on behalf of      GTE Intelligent Network Services Incorporated

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

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

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

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

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

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





     IXNET Limited

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

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

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

     For and on behalf of      Kokusai Denshin Denwa Americas Inc.

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

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

     For and on behalf of      KPN Telecom B.V

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

     For and on behalf of      MCI International Inc.

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

     For and on behalf of      NTT Worldwide Network Corporation

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

     For and on behalf of      OY FINNET International AB

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

     For and on behalf of      Pacific Gateway Exchange

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

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

     For and on behalf of      Pacific Gateway Exchange Inc.

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





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

     For and on behalf of      Rostelecom

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

     For and on behalf of      RSL Communications Limited

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

     For and on behalf of      Singapore Telecommunications Limited

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

     For and on behalf of      Slovenske Telecomunicatie s.e.

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

     For and on behalf of      Sonera Ltd.

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

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

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

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

     For and on behalf of      STAR Telecommunications Inc.

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

     For and on behalf of      StarHub

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





     For and on behalf of      STARTEC GLOBAL COMMUNICATIONS CORPORATION

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

     For and on behalf of      Swisscom Ltd

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

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

     For and on behalf of      Swisscom North America Inc.

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

     For and on behalf of      Tele 2 AB

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

     For and on behalf of      TeleBermuda International Limited

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

     For and on behalf of      Tele Danmark A/S

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

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

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

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

     For and on behalf of      Teleglobe USA

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

     For and on behalf of      Telenor Global Services AS

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





     For and on behalf of      Telesur

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

     For and on behalf of      TELIA AB (publ)

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

     For and on behalf of      Telia North America Inc.

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

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

     For and on behalf of      Transoceanic Communications Incorporated

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

     For and on behalf of      Turk Telekomunikasyon A.S.

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

     For and on behalf of      Ultrallne (Bermuda) Limited

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

     For and on behalf of      VIATEL

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

     For and on behalf of      Videsh Sanchar Nigam Limited

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

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

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


Question: Exhibit 10.6 ATTACHMENT A ERCHONIA CORPORATION EXCLUSIVE DISTRIBUTOR AGREEMENT

This agreement (Agreement) is made by and between Erchonia Corporation. (Erchonia) whose address is 650 Atlantis Rd., Melbourne, Florida, USA, 32904 and InnerScope Hearing Technologies Inc, (Distributor) whose address is 2151 Professional Drive, Second Floor, Roseville, California, USA, 95661 hereafter referred to collectively as the (Parties).

Recitals

A. Erchonia is engaged in, among other things, the business of developing and promoting low level lasers. Erchonia desires to retain Distributor to promote, distribute and sell such equipment listed in Schedule A (the Products). B. Distributor is engaged in the business of, among other things, selling medical products and services, specifically for the treatment of hearing disorders. C. Distributor desires to obtain the exclusive right to distribute the Products pursuant to the terms set for in this Agreement. D. The parties agree that these recitals shall be considered a term of this Agreement. NOW, THEREFORE, the parties agree:

1. Grant of License.

a. Subject to the terms set forth in this agreement, Erchonia grants Distributor the exclusive, non- transferable right and license to promote, distribute and sell the Products identified in Exhibit A to those type of customer specified in Exhibit B and only within the Territory specified in Exhibit B. Distributor shall only distribute or sell the Products to customers who are licensed health care professionals and meet the other requirements set forth in Exhibit B.

b. Erchonia retains the right, in its sole discretion, to add, delete, upgrade, or modify the Products from time to time. Upon receipt of notice of such change, Distributor shall cease to market and distribute earlier versions of the Products and/or Products deleted from Schedule A. Distributor will deliver, at Erchonia's expense, all recalled, discontinued or products otherwise rendered unmarketable (under the terms of this paragraph) to Erchonia. Erchonia will fully reimburse Distributor for all costs related to the cost of materials and products returned to Erchonia

2. Obligations of Distributor.

a. Distributor shall use its best efforts to market, promote and sell the Products to the authorized customers in the Filed of Use and in the Territory during the term of this agreement.

b. Distributor agrees that during the term of this agreement it meet the minimum performance goals set forth in Exhibit C to this agreement. Failure to meet these minimum performance goals for any period, shall, at Erchonia's option (i) be considered a breach of this agreement for which Erchonia shall have all the rights and remedies provided for herein upon a breach of this agreement, including termination of this agreement, or (ii) shall give Erchonia to terminate or limit the exclusivity provisions of this agreement

c. Upon Erchonia's reasonable request, Distributor shall consult with Erchonia regarding Distributor's marketing and promotion efforts in the Territory and Field of Use and shall cooperate with Erchonia's reasonable requests regarding Distributor's marketing and promotional efforts.

d. Distributor shall maintain appropriate records concerning the sales of the Products. Such records shall include at a minimum the name, address and telephone number of each customer, the date of sale, a listing of the Products sold to each customer. Upon Erchonia's request, Distributor shall provide Erchonia with regular periodic reports including the information described in this paragraph. All such information shall be available for inspection by Erchonia, upon reasonable notice. Distributor shall also maintain such other records related to sales of the Products as Erchonia may reasonably request.

e. Distributor shall pay for all products purchased in a timely manner. Source: INNERSCOPE HEARING TECHNOLOGIES, INC., 8-K, 11/9/2018





f. Distributor shall not, and may not permit any other person, including customers, to reproduce, distribute, sell or dispose of the Products, in whole or in part, except as expressly permitted under this Agreement.

g. Distributor will at all times be and represent itself to be an independent distributor, not an agent or employee of Erchonia.

h. Distributor may not make any contracts or commitments on behalf of Erchonia nor make any warranties or other representations regarding the Products other than those authorized herein.

i. Distributor must adhere to and comply with any use recommendations or restrictions for the Products as indicated or recommended by Erchonia. Distributor shall not make any statements, representations, or recommendations inconsistent with any use restriction or limitation.

j. Distributor shall not sell or export the Products outside the United States without prior written consent of Erchonia. To the extent sales of the Products outside the United States are permitted, Distributor will be solely responsible to comply with all applicable import and export laws and regulations.

k. Distributor shall promptly notify Erchonia of any complaint about negative, unwanted, deleterious, or other side effects due to the use of the Products, including the complainant's name, contact information, and date of complaint.

l. During the term of this agreement Distributor shall at all time act in responsible and professional manner. Distributor shall not do anything which is contrary to or which in Erchonia's reasonable business judgment is harmful to its honor, goodwill or reputation.

m. Distributor shall at all times comply with all applicable laws and regulations.

3. Restriction on Promotion of Competing Products. During the term of this agreement, Distributor shall not market, sell advertise or promote the sale or use of any product or device which is competitive with or substantially similar to the Products, without the prior express written consent of Erchonia, nor shall they assist any third party in doing so. Notwithstanding the foregoing, to the extent Distributor or Distributor's customer is a licensed health care professional or licensed health care practitioner, nothing in this paragraph shall prevent or limit Distributor or Distributor's customer from exercising their independent medical judgment with regard to the treatment of any patient.

4. Orders, Payment, and Shipment.

a. Erchonia agrees to provide Products to Distributor pursuant to orders placed by Distributor in the form of individual purchase orders issued by Distributor to Erchonia. Such purchase orders shall set forth the quantity of each product ordered, the required delivery date, and the point of delivery. The price for the Products shall be as designated in Schedule A. Erchonia may revise its prices from time to time and deliver a written 90 day notice of the reasonable price revision to Distributor; provided that Erchonia agrees that the prices listed in Exhibit A shall not be increased during the first 90 days of this agreement.

b. Erchonia shall submit invoices to Distributor after or concurrent with shipment of Products to Distributor at the delivery address. Distributor shall pay half (1/2) of the purchase price prior to shipment and the remaining balance 30 days after shipment of the Products. Payments received after the 30 day calendar period will be subject to a late fee of 1.5% of the invoice amount. All payments shall be made in U.S. Dollars.

c. Distributor is responsible for all shipping costs and applicable sales taxes. Distributor is also responsible for all customs and duties applicable to any sales of the Products outside the United States, to the extent such sales are authorized or permitted.

5. Expenses and Taxes.

a. Distributor is responsible for any out-of-pocket expenses incurred including but not limited to Products for demonstration, Products for treatment, sales and promotional material, seminar costs including room rental, and travel-related expenses.

b. Distributor is responsible for all federal, state and local taxes attributable to compensation received

Source: INNERSCOPE HEARING TECHNOLOGIES, INC., 8-K, 11/9/2018





pursuant to this Agreement, including sales, income, social security, and unemployment.

6. Term and Termination.

a. Unless terminated earlier as provided in this agreement, this Agreement shall have an initial term of three (3) years. This agreement shall automatically renew for a period of three (3) years and upon the parties mutual agreement on new minimum performance goals for the renewal period.

b. Either party may terminate this Agreement in the event of a material breach by the other party, provided the breaching party is first given reasonably detailed, written notice of the breach. If the breach is not cured within ten days of such notice, the Agreement will terminate immediately.

c. This Agreement may be terminated immediately by Erchonia under any of the following conditions: (a) if the Distributor is declared insolvent or bankrupt; (b) if a petition is filed in any court to declare Distributor bankrupt or for reorganization under the Bankruptcy Law or any similar statute and such petition is not dismissed within 30 days.

d. Upon termination of this Agreement by either party, Distributor shall immediately cease using the Trademarks (defined below) and discontinue all representations that it is an authorized distributor of the Products or is in anyway affiliated with Erchonia.

e. Except upon termination due to Distributors breach of this agreement, Erchonia will complete delivery of all purchase orders accepted by it prior to termination of this agreement; provided that Distributor shall remain liable for full payment of all such orders.

f. The provisions of paragraphs 2 (c) (reporting), 7 (Confidentiality), 8 (Protection of Intellectual Property, 10 (Warranty; Limitation of Liability), 11 (Indemnification), 12 (General Provisions) shall survive termination of this agreement.

7. Confidentiality.

a. In connection with this Agreement, the Distributor will have disclosed to it or otherwise have access to information that is confidential and proprietary to Erchonia. Such information includes but is not limited to Product designs, methods and processes, know-how, business or marketing strategies, Product plans, plans for research and development, development tools, financial information, production costs and information, and supplier and customer lists and information and medical research conducted in pursuit of intended medical applications of the product.

b. Distributor will not copy, reproduce, disclose, disseminate or provide any confidential information to any third party, without the prior written consent of Erchonia. In addition, Distributor agrees that it will use such confidential information only for the purpose of carrying out its obligations under this agreement. Upon termination of this agreement for any reason, Distributor will return all such confidential information and any copies of it to Erchonia and will remove and delete any such confidential information for any computers, computer systems or other electronic, magnetic or optical media in its possession or control.

c. Notwithstanding the above, the following materials will not be deemed confidential:

i. Information which was in the public domain at the time of disclosure

ii. Information which was published or otherwise became part of the public domain after disclosure to the Distributor through no fault of the Distributor; and

iii. Information which was received from a third party who did not acquire it, directly or indirectly, from Erchonia under an obligation of confidence except where required by law.

8. Protection of Intellectual Property.

a. Ownership of all applicable copyrights, trade secrets, patents and other intellectual property rights in the Products are and shall at all times remain vested in Erchonia, its licensors or assigns.

b. Distributor shall promptly inform Erchonia of any suggested modifications or improvements to the Products and shall, upon Erchonia's request and at Erchonia's expense, execute any documents necessary or appropriate to assign or confirm that all intellectual property rights in any modification

Source: INNERSCOPE HEARING TECHNOLOGIES, INC., 8-K, 11/9/2018





or improvement related to the Products are fully vested in Erchonia.

c. Distributor shall not modify nor create or attempt to create, by reverse engineering or otherwise, the Products supplied hereunder, or adapt the Products in any way for other uses without Erchonia's prior written consent

d. Several of the Products may be protected by one or more U.S. or international patents. Distributor shall take reasonable steps to ensure that all patent markings and/or notices for or related to the Products are properly placed on the Products, and on any advertising or marketing materials for the Products, and it shall not remove any such markings, notices or labels from any of the Products or related materials or related advertising or marketing materials.

9. Use of Erchonia Trademarks.

a. All trademarks, including service marks, trade names and trade address that Erchonia uses in connection with the license granted hereunder (the Trademarks) are and remain the exclusive property of Erchonia. Nothing contained in this Agreement shall be deemed to give Distributor any right, title or interest in any Trademark. The Trademarks include but are not limited to: the names Erchonia, Erchonia Medical, the phrase Erchonia, Designs Into the Future, the Erchonia logo, packaging design, and Product design.

b. During the term of this Agreement, Erchonia grants Distributor a non-exclusive, non-transferable license to use the Trademarks for advertising and promotion of Products. Distributor shall use the Trademarks according to quality standards defined by Erchonia which shall be reasonable and shall be no greater than the standards used by Erchonia for its own advertising and promotion.

c. Upon Erchonia's request, the Distributor shall at its expense deliver to Erchonia representative samples of labels, advertisements, catalogs, spec sheets, and the like, containing the Trademarks, and to inspect all of Distributors websites, social media accounts and any online information posted by Distributor, to ensure that such Trademarks are used only in a manner complaint with the quality standards. Should such material fail to meet the standards set by Erchonia, as determined by Erchonia in its sole discretion, Distributor shall not use and shall withdraw and retract any promotion or advertising that Erchonia finds unsuitable and will at its expense destroy such materials or make them compliant.

d. All goodwill associated with such trademark use by Distributor inures to the benefit of Erchonia.

10. Warranty; Limitation of Liability.

a. Distributor Warranty. Distributor represents that it has requisite knowledge and experience to provide the products and services contracted for herein.

b. Erchonia Warranty and Warranty Limitations: Other than the written warranty accompanying the Products, Erchonia DISCLAIMS ALL OTHER REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD PARTY INTELLECTUAL PROPERTY RIGHTS.

c. IN NO EVENT SHALL Erchonia BE LIABLE FOR ANY LOSS OF PROFIT OR ANY OTHER COMMERCIAL DAMAGE, INCLUDING BUT NOT LIMITED TO SPECIAL, INCIDENTAL, CONSEQUENTIAL OR OTHER INDIRECT DAMAGES UNDER ANY CAUSE OF ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, CLAIMS ARISING FROM MALFUNCTION OR DEFECTS IN THE PRODUCTS.

11. Indemnification.

a. Erchonia shall indemnify, defend and hold Distributor harmless from any claims, demands, liabilities or expenses, including reasonable attorneys' fees, incurred by Distributor as a result of any claim or proceeding against Distributor arising out of or based upon: (i) a claim that the Products infringe upon any U.S. patent, trademark, copyright or other intellectual property rights of any third party, (ii) the products fail to comply with applicable federal law or regulation.

b. Distributor shall promptly notify Erchonia of any suit or claim by a third party relating to the Products or use of the Products and Distributor shall promptly furnished Erchonia with a copy of each

Source: INNERSCOPE HEARING TECHNOLOGIES, INC., 8-K, 11/9/2018





communication, notice or other action relating to said claim. Erchonia shall have the right to assume sole authority to conduct the trial or settlement of such claim or any negotiations related to any claim for which Erchonia is obligated to indemnify Distributor at Erchonia expense; and Distributor shall provide reasonable information and assistance requested by Erchonia in connection with such claim or suit.

c. Distributor shall indemnify, defend and hold Erchonia harmless from any claims, demands, liabilities or expenses, including reasonable attorneys' fees, incurred by Erchonia as a result of any claim or proceeding against Erchonia arising out of or based upon (i) the combination, operation or use of the Products with any hardware, products, programs or data not supplied or approved in writing by Erchonia, if such infringement would have been avoided but for such combination, operation or use; (ii) the modification of the Products by Distributor or its Customers; (iii) any breach of this agreement by Distributor; or (iv) any negligent, grossly negligent, or willful or reckless acts by Distributor, or any of its officers, employees, agents or representatives.

12. General Provisions:

a. Assignment. Distributor may not assign to any person any duties or obligations arising under this Agreement without Erchonia's prior written consent (which consent may be withheld in Erchonia's sole discretion). Notwithstanding the foregoing, the Distributor may engage individuals, at the sole expense and responsibility of the Distributor, to assist the Distributor in performing any of the Distributor's duties or obligations arising under this Agreement. Erchonia may not assign any duties or obligations arising under this Agreement, except to a successor who acquires substantially all of the assets of Erchonia.

b. Arbitration. The parties intend to negotiate in good faith and resolve any dispute arising under this Agreement. In the event the parties are unable to resolve any such dispute to binding arbitration for settlement in accordance with the rules of the American Arbitration Association, the arbitrator will determine the manner in which the parties are to pay the costs of such arbitration, including reasonable attorneys' fees

c. Notices. All notices and communications required under this Agreement will be in writing and will be delivered in person, faxed or mailed, postage prepaid, by overnight express carrier, to the address of the parties listed at the beginning of this Agreement, or to any other address as such party designates in a written notice to the other party. All notices sent pursuant to the terms of this section will be deemed received on the date of delivery if personally delivered or faxed, or if sent by overnight express carrier, on the next business day immediately following the day sent

d. Severability. The provisions of this Agreement will be deemed severable and the invalidity or unenforceability of any provision will not affect the validity or enforceability of any other provisions hereof.

e. Governing Law. This Agreement shall be governed in all respects by the laws of the United States and the State of Florida, except for conflict of laws provisions. The parties agree that for any dispute, controversy or claim arising out of or in connection with this Agreement, venue and personal jurisdiction shall be in the federal or state court with competent jurisdiction located in Brevard Country, Florida.

f. Entire Agreement. This Agreement constitutes and expresses the entire agreement and understanding between the parties hereto with respect to the subject matter, all revisions discussions, promises, representation, and understanding relative thereto, if any, being herein merged.

Dated: .

Erchonia Medical Corporation. By _____________________ Its _____________________

Distributor: ________________________ InnerScope Hearing Technologies, Inc. By _______________________ Its _______________________ Exhibits Exhibit A - Products and Pricing Exhibit B - Territory and Field of Use

Source: INNERSCOPE HEARING TECHNOLOGIES, INC., 8-K, 11/9/2018





Exhibit C - Minimum Performance Goals Rev. IMS 8/29/2018 3:38 PM

Source: INNERSCOPE HEARING TECHNOLOGIES, INC., 8-K, 11/9/2018





SCHEDULE A ERCHONIA CORPORATION Products and Pricing Erchonia 3LT Laser - Hearing Products Version (product may be renamed) All prices are per unit sold excluding freight, duty, and taxes. Prices will remain in effect for the period of the initial 5 year term. Wholesale Price Item To Be determined when successful research project is complete. The parties agree to cooperate in developing a private label version of the above products on the terms the parties may agree. The private label products shall be versions of the above products labeled and packaged to bear the Distributor's name or the Distributor's trade name. In addition, customized packaging for the private label products may also be developed on the terms agreed to by the parties. Pricing for the private labeled products may be modified due to any increased costs of production or packaging for the private labeled products. In addition, Erchonia may require reasonable minimum purchasing requirements for each run of private labeled products.

Source: INNERSCOPE HEARING TECHNOLOGIES, INC., 8-K, 11/9/2018





EXHIBIT B

Licensed Territory

Worldwide

Field of Use

The products will be sold only for the use in the treatment of hearing disorders.

Source: INNERSCOPE HEARING TECHNOLOGIES, INC., 8-K, 11/9/2018





Exhibit C

Minimum Performance Goals

Minimum Performance won't be determined until FDA 50k market clearance is obtained. At that time parties will operate in good faith to set performance goals.

Note: Performance goals to begin 120 days after receipt of FDA market clearance.

Source: INNERSCOPE HEARING TECHNOLOGIES, INC., 8-K, 11/9/2018 
Question: Highlight the parts (if any) of this contract related to Cap On Liability that should be reviewed by a lawyer. Details: Does the contract include a cap on liability upon the breach of a party’s obligation? This includes time limitation for the counterparty to bring claims or maximum amount for recovery.

Answer: IN NO EVENT SHALL Erchonia BE LIABLE FOR ANY LOSS OF PROFIT OR ANY OTHER COMMERCIAL DAMAGE, INCLUDING BUT NOT LIMITED TO SPECIAL, INCIDENTAL, CONSEQUENTIAL OR OTHER INDIRECT DAMAGES UNDER ANY CAUSE OF ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, CLAIMS ARISING FROM MALFUNCTION OR DEFECTS IN THE PRODUCTS.


Question: EXHIBIT 10.24 ENDORSEMENT AGREEMENT

This Endorsement Agreement (Agreement) is made this 14th day of March, 2016 (Effective Date), by and between Lifeway Foods, Inc. (Lifeway) with a principal business address of 6431 West Oakton Street, Morton Grove, IL 60053 and Ludmila Smolyansky(Individual) on her own behalf with an address of 182 N. Harbor Drive, Chicago, IL 60602. Lifeway and Individual are collectively referred to as the parties, or individually as a party. The terms of the Agreement are as follows: 1. License - Individual grants Lifeway together with its affiliates, subsidiaries, parent companies and their representatives and employees have an unlimited, perpetual, non-exclusive, worldwide and, except as set forth in Section 9, royalty-free, right to use, reuse, publish, reproduce, perform, copy, create derivative works, exhibit, broadcast, and display throughout the world the name, image and likeness of Individual in Marketing Materials (as defined below) in connection with marketing, advertising or otherwise promoting the Lifeway products and/or services and for historical reference and display purposes and other internal purposes, including without limitation, internal sales meetings. Notwithstanding anything herein to the contrary, Lifeway shall be under no obligation to cause the Marketing Materials to be displayed, published or performed. Individual further waives the right to inspect or approve the Marketing Materials. 2. Marketing Materials - Marketing Materials shall mean those marketing, sales, advertising, publicity and promotional materials produced by Lifeway or produced on Lifeway's behalf that contain Individual's biographical materials, name, nickname, likeness, voice, photograph, signature or facsimile thereof, reviews, endorsements, testimonials, demonstrations, depictions of the same, or other identifying personal characteristics made in any and all forms of media, that reflect the personal opinions and views of the Individual in connection with Lifeway products and/or services in whatever medium whether now known or hereafter created including, without limitation, websites, intranets, social media, radio and television commercials, video and audio tapes, digitally formatted computer media including but not limited to internet and CD-ROMs, product labels, product packaging, point-of-purchase materials, trade, direct mail, magazines, newspapers, coupons, free standing inserts, and posters. 3. Release - Individual hereby releases and discharges Lifeway from any and all claims, demands, or causes of action in law or equity that he or she may have or may hereafter acquire, including without limitation in connection with any prior use, reuse, publication, reproduction, performance, copy, creation of derivative works, exhibition, broadcast, and display of the name, image and likeness of Individual and any and all claims for libel, slander, invasion of privacy, copyright or trademark violation, right of publicity, or false light, that may arise out of or in connection with the use of the Marketing Materials in accordance with this Agreement. 4. Right to Edit - Lifeway may modify and vary the Marketing Materials produced hereunder, as it may elect, and to make additional versions of such Marketing Materials in any manner without approval from Individual; provided that Individual shall not be required to render any services in connection with the production of such modifications or variations. Moreover, Individual understands and agrees that Lifeway may use the Marketing Materials with or without her name.

Source: LIFEWAY FOODS, INC., 10-K, 3/16/2016





5. Ownership - Individual agrees that she does not have, and shall not claim to have, either under this Agreement or otherwise, any right, title or interest of any kind or nature in and to the ideas, likenesses, images, announcements, phrases, titles, music or words used in the Marketing Materials, and that all rights therein, including the copyright, are recognized to be owned by Lifeway. 6. Non-Competing Services - Individual agrees that, during the Term hereof, she will not render similar services for, or permit the use of her name, nickname, likeness, voice, live or recorded performance, photograph, signature or facsimile thereof, and biographical materials in advertising or publicizing in any medium for any other Kefir product, yogurt product, cheese, frozen desserts and other products that compete with products manufactured or distributed by Lifeway and its affiliates, subsidiaries and parent companies other than those products manufactured or distributed by Lifeway and its affiliates, subsidiaries, and parent companies. 7. Representation - Individual represents and warrants that any testimonial or review provided reflects her own honest opinions, findings, beliefs, or experiences. Individual represents that she is a bona fide user of Lifeway products and/or services. 8. Indemnification - Individual agrees to indemnify, defend and hold harmless Lifeway from and against any and all claims, actions, causes or other expenses incurred arising from any misrepresentations or false statements made by the Individual in the Marketing Materials. 9. Compensation (a) In consideration of the rights granted by Individual hereunder, Lifeway agrees to pay Individual a royalty (the Royalty) equal to $0.02 for each Lifeway product or individual item sold by Lifeway during each calendar month of the Term bearing Individual's first name, last name or other identifying personal characteristics; provided, however, the Royalty will cease being paid upon the death of Individual. Notwithstanding anything to the contrary herein, the Royalty will not exceed $50,000 in any month. All undisputed Royalty payments shall be made in U.S. dollars in cash or to the order of Individual and shall be due and payable within thirty (30) days after the end of each calendar month for sales during the previous month. (b) All amounts due under this Agreement are net of any applicable taxes, duties, fees or governmental charges, including without limitation, transfer tax, sales tax, use tax, consumption tax, value-added tax, excise tax, import tax, export tax, and custom duties (collectively Taxes). Accordingly, Lifeway will be solely responsible for the payment of all Taxes, together with any related liabilities (including interest and penalties), imposed upon it by law or any governmental authority for which Lifeway is primarily liable. (c) The Royalty due hereunder shall be paid to Individual at the address set forth above. 10. Confidentiality - With respect to this Agreement and any information supplied in connection with this Agreement and designated by the disclosing party as confidential, the recipient agrees to: (i) protect the confidential information in a reasonable and appropriate manner; (ii) use confidential information only to perform its obligations under this Agreement; and (iii) reproduce confidential information only as required to perform its obligations under this Agreement. This section shall not apply to information that is: (i) publicly known; (ii) already known to the recipient; (iii) disclosed to a third party without restriction; (iv) independently developed; or (v) disclosed pursuant to legal requirement or order.

Source: LIFEWAY FOODS, INC., 10-K, 3/16/2016





11. Mutual Representations, Warranties and Covenants - Each party (the Warranting Party), to induce the other party to enter into this Agreement, represents, warrants and covenants that: (a) the Warranting Party has the full right and authority, and possesses all licenses, permits, authorizations and rights to intellectual property required to enter into this Agreement and to perform the acts required of it hereunder; (b) the performance by the Warranting Party pursuant to this Agreement and/or the rights in this Agreement granted to the other party will not conflict with or result in a breach or violation of any of the terms or provisions, or constitute a default under any agreement by which the Warranting Party is bound; and (c) with respect to the performance of its obligations hereunder, the Warranting Party will comply with all applicable laws, rules and regulation. 12. Assignment - Neither party will assign any of its rights or obligations under this Agreement without the prior written consent of the other party, such consent not to be unreasonably, conditioned, withheld or delayed. 13. Notice - Notices to the parties shall be sent via overnight mail or U.S. Certified Mail or overnight express or priority mail to the addresses listed in the Agreement. Either party may change its address upon written notice to the other party. Written notices for approvals under this agreement may be via email. 14. [Intentionally Omitted.] 15. Choice of Law and Forum - This Agreement will be construed and governed in accordance with the laws of the State of Illinois, without regard to conflict of laws principles. 16. Survival - Unless and to the extent otherwise specified herein, all terms of this Agreement which by their nature extend beyond its termination, remain in effect until fulfilled, and apply to respective successors and assigns. 17. Force Majeure - If performance hereunder is prevented, restricted or interfered with by any act or condition whatsoever beyond the reasonable control of a party, the party so affected, upon giving prompt notice to the other party, will be excused from such performance to the extent of such prevention, restriction or interference. 18. Waiver - The waiver by either party of a breach or a default of any provision of this Agreement by the other party will not be construed as a waiver of any succeeding breach of the same or any other provision.

Source: LIFEWAY FOODS, INC., 10-K, 3/16/2016





19. Counterparts and Facsimile Signatures - This Agreement may be executed in multiple counterparts and via facsimile, each of which will be deemed to be an original, but all of which together constitute one and the same instrument. 20. Entire Agreement and Amendment - This Agreement, together with all exhibits, schedules and attachments, constitutes the entire agreement between the parties with respect to the subject matter hereof. This Agreement supersedes, and the terms of this Agreement govern, any prior agreements with respect to the subject matter hereof with the exception of any prior confidentiality agreements between the parties. This Agreement may only be changed by mutual agreement of authorized representatives of the parties in writing. IN WITNESS WHEREOF Lifeway has caused its duly authorized representatives to execute this Agreement and Individual has signed the Agreement on her own behalf as of the Effective Date. Lifeway Foods, Inc. Ludmila Smolyansky By: /s/ Julie Smolyansky By: /s/ Ludmila Smolyansky Name: Julie Smolyansky Title: CEO Date: March 14, 2016 Date: March 14, 2016

Source: LIFEWAY FOODS, INC., 10-K, 3/16/2016 
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?

Answer:
Individual hereby releases and discharges Lifeway from any and all claims, demands, or causes of action in law or equity that he or she may have or may hereafter acquire, including without limitation in connection with any prior use, reuse, publication, reproduction, performance, copy, creation of derivative works, exhibition, broadcast, and display of the name, image and likeness of Individual and any and all claims for libel, slander, invasion of privacy, copyright or trademark violation, right of publicity, or false light, that may arise out of or in connection with the use of the Marketing Materials in accordance with this Agreement.