In this task, you're given a passage that represents a legal contract or clause between multiple parties, followed by a question that needs to be answered. Based on the paragraph, you must write the index where the answer starts. If multiple answers seem to exist, write the index of the answer that is the most plausible. If multiple indices must be used to answer the question, the output should be a common separated list of indices.

Ex Input:
STRATEGIC ALLIANCE AGREEMENT    This STRATEGIC ALLIANCE AGREEMENT (the Agreement) is entered into as of March 18, 2010 (the Effective Date), between AURA  SYSTEMS INC., a Delaware Corporation (Aura) and ZANOTTI EAST INC., a Massachusetts Corporation (Zanotti).    WHEREAS, Aura has invented, manufactures and distributes a unique, integrated electromagnetic mobile power generation system capable of  delivering on-demand both AC and DC power for numerous end-uses, including without limitation, all-electric transport refrigeration (the  AuraGen);     WHEREAS, the AuraGen is the subject of substantial proprietary information, including but not limited to patents, trademarks, trade secrets,  know-how, and confidential information owned by Aura;    WHEREAS, Zanotti is a world-wide leading manufacturer and distributor of transport refrigeration systems and is desirous of expanding its market  share within the United States, and    WHEREAS, Zanotti and Aura are desirous of incorporating the AuraGen power system with various Zanotti transport refrigeration systems to be  sold by Aura to end-users in the United States as an integrated all-electric transport refrigeration solution;    NOW, THEREFORE, in consideration of their mutual covenants and obligations contained herein, and the mutual benefits to be derived herefrom,  Aura and Zanotti (collectively the Parties), intending to be legally bound, do hereby covenant and agree as follows:    Article 1:  Definitions    1.1 The term AETRU System means an integrated all-electric vehicle refrigeration system comprising of Product as the refrigeration mechanism  and the AuraGen as the power-supply.     1.2 The term Confidential Information means all know-how, formulations, recipes, specifications, catalogs, books, price books, maintenance,  parts and service manuals, data sheets, sales, service and technical bulletins, customer lists, sales and marketing programs, price lists, cost data,  sales aids, such as filmstrips and recordings, and all other publications and information, whether or not reduced to writing, relating to the  formulation, manufacture, use, marketing and sale of the AuraGen and/or the Products, as well as any other information which may be divulged by  one party under this Agreement to the other in the course of its performance of this Agreement, which is marked as Confidential or which is  disclosed under circumstances that reasonably place the recipient on notice of the confidentiality of the information. Confidential Information does  not, however, include any information which the recipient can establish (i) was publicly known and made generally available in the public domain  prior to the time of disclosure by the discloser; (ii) becomes publicly known and made generally available after disclosure by the discloser to  recipient through no fault or breach of recipient; (iii) is already in the possession of recipient without restriction on use or disclosure at the time of  disclosure by discloser as shown by recipient's files and records prior to the time of the





  disclosure; (iv) is obtained by recipient lawfully and without restriction on use or disclosure from a third party without a breach of such third  party's obligations of confidentiality; or (v) is independently developed by recipient without use of or reference to discloser's Confidential  Information, as shown by recipient's files and records.     1.3 The term Field of Use means exclusively transport refrigeration systems for vehicles and trailers.     1.4 The term Products  means collectively those transport refrigeration systems listed in Exhibit A attached hereto, as well as any future  modifications, enhancements or improvements thereto.     1.5 The term Proprietary Rights  means all Technology, Trademarks, data, inventions, information (including, without limitation, Confidential  Information), processes, know-how, trade secrets, sketches, prototypes, notebooks, papers, drawings, formulae (including copies or extracts  thereof) and similar intellectual property rights which the respective parties have or may hereafter develop and which are necessary or useful for  the development, manufacture, or sale of the AuraGen, the Products, or any components of the Products and/or AuraGen. Further, Proprietary  Rights shall include all analyses, specifications, proposals, reports or other information, data or documents (whether in raw, preliminary or final  form) and all inventions, discoveries, modifications and improvements, whether or not patentable, which: (a) are concerned in some manner with,  but not directed to the AuraGen, the Products or any components thereof; or (b) pertain to processes, procedures, methods, and the like  manufacturing, assembling or servicing of the AuraGen or Products.     1.6 The term Technology means all patent rights concerning each and every patent, whether U.S. or foreign, owned by or licensed to Company  and any associated Aura Proprietary Rights appurtenant thereto which are necessary, used or useful to develop, manufacture, or sell the Products  or any of the components of the Products. Aura Technology shall further mean any future modifications, enhancements or improvements to the  technology embodied in the patents owned or licensed by Company, the Products, or the Aura Proprietary Rights.     1.7 The term Territory means exclusively the United States of America and Canada.     1.8 The term Trademarks means all those trademarks, service marks, designs, logos, slogans and trade names belonging or licensed to Aura  and/or Zanotti, worldwide.     Article 2  Grant of Rights    2.1 Appointment. Pursuant to the terms and conditions set forth in this Agreement, Aura appoints Zanotti as its exclusive supplier of the Products  within the Territory and Field of Use and Zanotti hereby accepts such appointment. In order to maintain the exclusivity granted hereunder, Zanotti  shall provide Aura with orders for a minimum of (i) one thousand (1,000) AETRU Systems during the first twenty-four (24) months of this  Agreement and (ii) seven hundred and fifty (750) AETRU Systems per year thereafter for so long as this Agreement remains in effect (the  Minimum Order). In the event that Zanotti fails to secure purchases









  amounting to the Minimum Order for any particular period, the exclusive supplier rights granted pursuant to this Article 2 shall become non- exclusive commencing immediately following such period in which the Minimum Order was not achieved and Aura shall have full discretion to  purchase or otherwise obtain Product from sources other than Zanotti. Aura shall serve as seller for all orders for AETRU Systems (whether such  orders are provided by Zanotti or otherwise) and shall directly invoice all buyers and collect the purchase price for all AETRU Systems sold.    Article 3  Terms and Conditions    3.1 Ordering of Products. Within thirty (30) days from the Effective Date hereof, Zanotti shall deliver to Aura a minimum total of twelve (12)  Products to be delivered to Aura's facilities McDonough, Georgia, of such type as mutually agreed by the Parties (the Initial Order). All  purchases and delivery of Products shall be made pursuant to separate individual purchase orders issued by Aura to Zanotti consistent with the  terms of this Agreement. If any term of a purchase order is inconsistent with this Agreement, then this Agreement shall govern to the extent of any  such inconsistency. Except with respect to the Initial Order, Aura shall place all purchase orders for Products at least forty-five (45) days prior to  the requested delivery date.    3.2 Warehousing. Zanotti hereby agrees that Aura may, at any given time, store up to two (2) AuraGen systems in such Zanotti facilities as Aura  may designate from time to time. Zanotti shall not charge Aura any fee or cost in connection with such warehousing. Zanotti shall not acquire any  interest in or right to any property warehoused pursuant to this Section 3.2 by virtue of such warehousing and such property shall remain the sole  and exclusive property of Aura (or its respective owner) at all times. It is expressly understood and agreed by the Parties that Zanotti shall incur no  liability for any property stored in its facilities pursuant to this Section 3.2 (including without limitation risk of loss, theft or damage) and that all  risk of loss and/or damage with respect to any such warehoused property shall belong solely to Aura. Aura shall have full access to all AuraGen  systems and/or other Aura equipment warehoused in any Zanotti facilities during normal business hours and at all other reasonable times.    3.3 Pricing. Throughout the first consecutive twelve (12) months of this Agreement, all Products shall be sold to Aura by Zanotti at those prices as  listed in Exhibit B, attached hereto. Prior to each twelfth month anniversary of the Effective Date of this Agreement, the Parties shall jointly  reevaluate the Product price list and shall mutually agree as to prices for the upcoming twelve-month period. In accordance with Section 3.6 below,  at no time shall any Product price exceed the lowest price for which Zanotti sells such Product (or substantial equivalent thereof) in similar  quantities to any third party. Notwithstanding anything to the contrary contained in any applicable provision herein, Zanotti shall be permitted to  adjust the price of the Products prior to each twelfth month anniversary of the Effective Date to reflect any actual fluctuation in the Consumer Price  Index (CPI) during the prior twelve-month period. In the event that the final price of any Product to be sold to Aura by Zanotti pursuant to this  Agreement upto, equal or exceeds 150% of the final price of any substantially-similar third part produc, Aura shall notify Zanotti of this lower price  and provide Zanotti with the opportunity to match such price with respect to such Product. If, within five (5) business days of receipt of such  notice from Aura, Zanotti does not agree to match such price, the exclusive supplier rights granted pursuant to









  Article 2 above shall, upon Aura's sole election, immediately become non-exclusive with respect to such specific Product to which the lower price  applies and Aura shall have full discretion to purchase or otherwise obtain such Product from sources other than Zanotti.    3.4 Payment. Aura shall remit payment to Zanotti for the invoiced price of any given Product within the earlier of: (i) fifteen (15) business days  following Aura's receipt and acceptance of payment from its customer for such AETRU System into which such Product is incorporated; or (ii)  forty-five (45) calendar days from the date of Aura's shipment to a customer of such AETRU System into which such Product is incorporated.  Aura shall have no obligation to remit payment for any Product before fifteen (15) days following sale to a third-party of such Product nor shall  Aura have any obligation to remit payment for any Product not sold by Aura.    3.5 Shipment, Delivery and Risk of Loss. Unless otherwise specifically agreed by the Parties, all Products delivered to Aura from Zanotti pursuant  to this Agreement shall be F.C.A., Aura's designated facility. From time to time, the parties may enter into other shipping arrangements. However,  no shipping arrangements shall affect or alter in any way the provisions of this Section with respect to transfer of title, responsibility of safe  carriage and risk of loss.





  3.6 Most Favored Nation. During the term of this Agreement, Zanotti agrees that Aura shall be allowed the full benefit of any and all lower prices  and/or any more favorable terms and/or conditions (MFN Terms) contained in any other agreement entered into by Zanotti for the sale of any  product substantially similar to the Product in the same or lesser quantities described in this Agreement to third parties. Zanotti shall notify Aura  in writing of any such MFN Terms within fifteen (15) calendar days after agreeing thereto, and shall make the MFN Terms available to Aura as of  the effective date of such agreement and thereafter for the greater of (i) three (3) months or (ii) such time that the MFN Terms remain in effect.    3.7 End-User Warranty. At all times during the Term of this Agreement, Zanotti shall warrant the Products to purchasers of AETRU Systems in  accordance with the terms of its standard warranty attached hereto as Exhibit C  (End User Warranty), as such End User Warranty may be  modified from time to time by Zanotti, provided however that at no time shall such End User Warranty provide for a warranty coverage period of  less than thirty-six (36) months from the time of purchase by the initial end-user. A copy of the End User Warranty shall be included as part of the  packaging included with all Product delivered to Aura and Aura shall distribute each Product with all warranty cards, a copy of the End User  Warranty and all other



  (a) Deliveries may be made in partial shipments. With respect to all deliveries (partial or otherwise) Zanotti shall invoice each Product  separately.

  (b) Title and risk of loss shall pass to Aura at the time the Products are tendered by Zanotti to the initial carrier and Aura alone shall be  responsible for all freight, customs duties, insurance or other shipping costs.

  (c) In the absence of specific instructions from Aura, Zanotti shall select a reasonable carrier but shall not thereby assume any liability in  connection with shipment, nor shall the carrier be construed to be the agent of Zanotti.







  packaging materials intact. Additionally, Zanotti shall offer to end-users the option to purchase extended warranty coverage for an additional  twenty-four (24) months - making the total warranty period sixty (60) months.     Article 4  Additional Obligations    4.1 Compliance with Law. Each party shall at all times comply with the provisions of all applicable laws and the rules and regulations thereunder,  and refrain from engaging in any illegal, unfair or deceptive trade practices or unethical business practices whatsoever with respect to the  promotion and sale or service of Products.     4.2 Recalls. Zanotti shall maintain records of all Products sold by Zanotti and shall immediately alert Aura in the event that Zanotti becomes aware  of any defect in or hazard posed by any Product. If Aura, any governmental agency or other proper authority issues a product recall or product  advisory of any of the Products, Zanotti agrees to cooperate with Aura (i) in contacting purchasers during the course of any such product  advisories, recalls and complaints, (ii) in communicating to such purchasers such information or instructions as Aura may reasonably desire be  transmitted to such purchasers, (iii) in obtaining the removal of all such recalled Products from customers and (iv) in disposing of such recalled  Product as Aura so directs. Aura agrees to reimburse Zanotti for all costs and expenses incurred by Zanotti in connection with such Product  advisories, recalls and complaints, unless such advisory, recall or complaint is due to the fault or negligence of Zanotti, its representatives or  affiliates.     4.3 Press Releases. In the event any party desires to issue any press release or public announcement concerning any provisions of this Agreement  or the transactions contemplated hereby, such party shall so advise the other party hereto, and the parties shall thereafter use commercially  reasonable efforts to cause a mutually agreeable release or announcement to be issued. Neither party will publicly disclose or divulge any  provisions of this Agreement or the transactions contemplated hereby without the other party's written consent, except as way be required by  applicable law, including applicable securities laws or stock exchange regulations, and except for communications to such party's employees and  professional advisors.     4.4 Joint Training. Zanotti and Aura shall jointly schedule periodic training sessions at mutually agreed reasonable intervals with respect to  installation and maintenance of the AETRU Systems, which Aura and Zanotti shall make available to AETRU System dealers and service  providers. Zanotti and Aura shall each bear all living and travel expenses associated with their respective personnel during such training sessions  but shall split equally all other costs associated with such training sessions such as, without limitation, facility or equipment rentals - such costs to  be mutually agreed to in advance by the Parties. Upon mutual agreement by the Parties, AETRU System dealers and service providers may be  charged attendance or other fees in connection with training and/or certification, provided however, that in the event that any such fees are  assessed, such fees shall be divided equally among the Parties.    4.5 Joint Sales and Marketing Plan. Within thirty (30) days following the Effective Date of this Agreement, Aura and Zanotti shall develop both a  joint marketing plan and a joint sales plan for cooperative worldwide marketing and sales of AETRU Systems. Any such agreement









  reached between Zanotti and Aura regarding such worldwide sales and marketing shall prohibit competition among Zanotti and Aura with regard  to AETRU Systems and shall be memorized in a separate agreement between the Parties.    4.6 Confidentiality. Each party shall hold all Confidential Information in strict confidence and will in no way disclose or provide such Confidential  Information to any person or entity, except (i) with the prior written approval of the owner of such Confidential Information or (ii) as expressly  permitted under this Agreement. Each party shall take all necessary measures to prevent such disclosure by its present and future employees,  officers, agents, subsidiaries, dealers or consultants during the term of this Agreement and thereafter. Each party shall give prompt notice to the  other party of any unauthorized disclosure or use of Confidential Information and must cooperate fully with such other party in remedying each  unauthorized use or disclosure. Neither receipt of notice of disclosure under this Section 4.6 nor any action taken by the owner of the improperly  disclosed Confidential Information to assist in rectifying an unauthorized disclosure or use of Confidential Information shall constitute a waiver by  such party of any breach by the disclosing party of this Article 4. The Parties each expressly acknowledge that all Confidential Information shall  remain the sole property of the respective owning party and that all documents and other tangible media that embody any such Confidential  Information must be, at such owning party's option, either promptly returned or destroyed, except as otherwise may be required from time to time  by applicable law. Confidential Information in documentary or other tangible form, and all copies of it, must be returned promptly to the owning  party upon termination of this Agreement or, as applicable, upon earlier expiration of a party's rights thereto in accordance with this Agreement.  Each party further acknowledges and agrees that because: (i) an award of money damages in inadequate to compensate a party for any breach of  this Article 4; and (ii) any breach of this Article 4 will causes irreparable harm, if there is a breach or threatened breach of this Article 4 by either  party, the non-breaching party shall be entitled to equitable relief, including injunctive relief and specific performance, without proof of actual  damages. The covenants and agreements contained herein with respect to any Confidential Information deemed a trade secret under applicable law  shall continue until the information ceases to be a trade secret under applicable law. The obligations with respect to all other Confidential  Information shall continue for a period of five (5) years following termination of this Agreement.    Article 5  Representations and Warranties    5.1 Representations and Warranties by Aura:    Aura represents and warrants to Zanotti that, as of the date of this Agreement:





  (a) Power and Authority: Aura has the corporate power and authority to enter into and to carry out the terms and provisions of this  Agreement; and this Agreement is the legal, valid and binding obligation of Aura and is enforceable against Aura in accordance  with its terms.







  (b) No Conflicting Agreement: Aura has not granted to any person other than Zanotti any right, title or interest or entered into any agreement  which is in conflict with or inconsistent with any of the terms or conditions of this Agreement.



  5.2 Representations and Warranties by Zanotti:     Zanotti represents and warrants to Aura that, as of the date of this Agreement:







   Article 6  Intellectual Property    6.1 During the Term of this Agreement and subject to its provisions, Aura grants to Zanotti a limited, non-exclusive license to use Aura's  Trademarks to identify and promote the sale of the AETRU System within the Field of Use in the Territory and Zanotti grants to Aura a limited,  non-exclusive license to use Zanotti's Trademarks to identify and promote the Products used in conjunction with the AETRU System within the  Field of Use in the Territory. Zanotti may not use Trademarks belonging or licenses to Aura in connection with the sale or promotion of any  goods, services, products, equipment or process other than the Products within the Field of Use in the Territory. Aura may not use Trademarks  belonging or licensed to Zanotti in connection with the sale or promotion of any goods, services, products, equipment or process other than the  Products within the Field of Use in the Territory. Upon termination of this Agreement, Zanotti and Aura shall each promptly cease using any  trademarks belonging to the other Party.



  (c) Litigation: There are no actions or proceedings pending, or to Aura's knowledge, threatened, which would prevent or make  unlawful the consummation of the transactions contemplated by this Agreement.

  (d) Infringement: Aura has no actual knowledge, that the AuraGen System or, as assembled the AETRU System conflicts with,  violate or infringe any rights of any third party.

  (a) Power and Authority: Zanotti has the corporate power an authority to enter into and to carry the terms and provisions of this  Agreement; and this Agreement is the legal, valid and binding obligation of Zanotti and is enforceable against Zanotti in  accordance with its terms.

  (b) No Conflicting Agreements: The execution, delivery and performance of this Agreement by Zanotti will not conflict with or  violate any agreements or understandings to which Zanotti is a party or by which it may be bound.

  (c) Litigation: There are no actions or proceedings pending, or to Zanotti's knowledge, threatened, which would prevent or make  unlawful the consummation of the transactions contemplated by this Agreement.

  (d) Infringement: Zanotti has no actual knowledge, that any Product conflicts with, violates or infringes any rights of any third  party.







  6.2 Trademark Markings. The Parties agree that each AETRU System shall prominently bear appropriate Aura and Zanotti Trademarks and  shall clearly indicate the respective Parties' ownership of such Trademarks. The Parties further agree to take all reasonably required action in  connection with trademark marking or the giving of such other notices as provided for under United States or applicable foreign trademark  laws. Neither Party shall remove or deface any Trademark belonging to the other Party without such Party's prior written authorization.  6.3 Trademark Ownership. Zanotti acknowledges and agrees that Aura is the sole and exclusive owner of the Aura Trademarks. Aura likewise  acknowledges and agrees that Zanotti s.p.a is the sole and exclusive owner of the Zanotti Trademarks. As such, neither Party shall at any time  acquire any rights in the other Party's trademarks by virtue of its use thereof. Further, nothing contained in this Agreement shall be construed as  an assignment or grant by either party of any right, title or interest in or to such party's Trademarks, it being understood that all rights relating  thereto (except for the licenses granted hereunder for the right to use and utilize the Parties' Trademarks as expressly provided herein) are reserved  by the respective Parties. Further, the Parties agree that at no time shall either of them use any Trademark, mark or name confusingly similar to a  Trademark, mark or name owned by or licensed to the other party, in any manner without the prior written approval of the other party. Each party  each agrees that it will not knowingly do anything inconsistent with the other party's ownership of such party's intellectual property, including  without limitation, questioning the validity of that party's Trademarks or registering or attempting to register the other party's Trademarks in its  own name or that of any other firm, person or corporation.     6.4 Patent Markings. Each party shall each do everything reasonably required of it by the other party in connection with patent marking or the  giving of such other notices as provided for under United States or applicable foreign patent laws.     6.5 Protection of Intellectual Property. Each party agrees to take such actions as the other party may reasonably require for the protection of such  other party's proprietary interest in its Trademarks, Technology, and all other Proprietary Rights. Each Party shall cooperate fully and in good faith  with the other party for the purpose of preserving such other party's rights in and to the its Trademarks, Technology and all other Proprietary  Rights. Each party agrees to promptly notify the other party in writing of any uses, which may be infringements of the trademarks, technology or  other proprietary rights which come to its attention. In the event of infringement of a party's Trademarks, Technology, and other Proprietary Right,  such party alone shall have the sole right to determine whether or not any action shall be taken on account of any such infringement(s).     Article 7  Term and Termiantion    7.1 Term. This Agreement shall be for a period of five (5) years commencing upon the Effective Date hereof unless sooner terminated in  accordance with this Agreement (the Initial Term). Unless terminated prior to the natural expiration of the Initial Term, upon the expiry of the  Initial Term this Agreement shall automatically renew for successive terms of the same duration, unless either party gives written notice to the  other of such party's desire not to renew not less than ninety (90) days prior to the date of the expiration of the Initial Term or any









  successive term thereafter. For purposes of this Agreement, Term shall mean collectively the Initial Term as well as any successive renewal or  extension thereof.    7.2 Termination. Notwithstanding Section 7.1 above, this Agreement may be terminated upon the occurrence of any of the following events:


  (a) At the election of either party, in writing, if: (i) all or substantially all of the assets of the non-terminating party are transferred, sold or  liquidated; (ii) the non-terminating party is dissolved; (iii) the non-terminating party is adjudged a bankrupt or becomes insolvent;  (iv) the non-terminating party enters into an assignment or other arrangement for the benefit of its creditors; or (v) the ownership or  operations of the non-terminating party have materially changed;

  (b) By Aura, in writing in the event that Zanotti fails to meet the minimum purchase requirements as described in Article 3 above,  provided, however, that such default has not been remedied by Zanotti within sixty (60) days after receipt of written notice thereof  from Aura;

  (c) By either party, if an event of force majeure continues for more than three (3) months as provided in Article 8 below;

  (d) By either party hereto upon sixty (60) days prior written notice to the other party hereto; or

  (e) By the non-defaulting party, (i) upon any default by the other party in the performance of any of its material obligations under this  Agreement, if such default has not been remedied within thirty (30) days after receipt of written notice thereof from the non- defaulting party; or (ii) if any representation or warranty of either party herein proves to be incorrect in any material respect.






  7.3 Rights and Obligations upon Termination. Upon termination of this Agreement for whatever reason whatsoever, the Parties shall have the  following rights and obligations:











  (a) Neither party shall be discharged for any antecedent obligations or liabilities to the other party under this Agreement, unless otherwise  agreed in writing;

  (b) Aura shall have the right but not the obligation to purchase any or all Products then in Aura's possession at the invoiced price(s). In the  event that Aura does not elect to purchase said Products, Aura, at its cost, shall return all such non-purchased Products to Zanotti.

  (c) For a period of not less than two (2) years after the date of termination, each party shall maintain, and make available to the other party  upon its request, for inspection and copying all books and records that pertain to performance of and compliance with obligations,  warranties and representations under this Agreement.







  7.4 Effect of Termination. On and after termination of this Agreement, whether pursuant to the provisions of Section 7.3 of otherwise:





    Article 8  General Provisions    8.1 Entire Agreement. This Agreement, including any Exhibits hereto, represents the entire agreement between the Parties on the subject matter  hereof and supersedes all prior discussions, agreements and understandings of every kind and nature between them. This Agreement may be  modified, amended, rescinded, cancelled or waived, in whole or in part, only by written instrument signed by all of the Parties hereto.     8.2 Notice. All notices under this Agreement shall be in English and shall be in writing and given by airmail, certified or registered, postage prepaid,  return receipt requested, cable, telex or facsimile, promptly confirmed by airmail, addressed to the parties at the addresses immediately below their  respective signatures hereto, or to such other address of which either party may advise the other in writing. Any notice given by airmail shall be  deemed received by the addressee three (3) business days from the date of mailing. All other forms of notice will be deemed given when sent.     8.3 Force Majeure. Neither party shall be in default hereunder by reason of any failure or delay in the performance (either in whole or in part) of any  obligation under this Agreement (other than the payment of money) where such failure or delay arises out of any cause beyond the reasonable  control and without the fault or negligence of such party (an Event of Force Majeure). Such causes shall include, without limitation, storms,  floods, other acts of nature, fires, explosions, riots, war, terrorism or civil disturbance, strikes or other labor unrests, embargoes, shortage or failure  in supply of raw materials from the then contemplated sources of supply and no other source or supply can be located or obtained with  commercially reasonable



  (a) The Parties shall immediately cease all advertising and sale of the AETRU System although Aura may fill any orders received before the  date of termination, subject to the provisions hereto;

  (b) NEITHER PARTY SHALL NOT BE LIABLE TO THE OTHER FOR ANY DAMAGES, LOSSES OR EXPENSES RESULTING FROM ANY  TERMINATION OR EXPIRATION OF THIS AGREEMENT ARISING FROM ANY CLAIMS ASSERTED WHICH ARE BASED UPON  LOSS OF GOODWILL, PROSPECTIVE PROFITS OR ANTICIPATED ORDERS, OR ON ACCOUNT OF ANY EXPENDITURES,  INVESTMENTS, LEASES OR COMMITMENTS MADE BY SUCH PARTY;

  (c) All rights granted to either party hereunder shall forthwith and without further act or instrument, be assigned and revert to the original  party. In addition, each party will execute any instruments requested by the other which are necessary to accomplish or confirm the  foregoing. Any such assignment, transfer or conveyance shall be without consideration other than the mutual agreements contained  herein







  diligence and effort, and other governmental actions or regulations which would prohibit either party from ordering or furnishing Products or from  performing any other aspects of the obligations hereunder. Within ten (10) days from the date of commencement of an Event of Force Majeure, the  party affected by such an event shall advise the other party (the Other Party) of the date when such delay in performance commenced, and the  reasons therefore as enumerated in this Agreement; likewise, within ten (10) days after the delay ends, the party affected by such an Event of  Force Majeure shall advise the Other Party of the date when such delay ended, and shall also specify the redetermined time by which the  performance of the obligation hereunder is to be completed. In the event that the Event of Force Mejeure continues for a period of sixty (60) days  then the Other Party shall have the right to elect to terminate this Agreement upon ten (10) days notice to the party affected by such an event.     8.4 Severability. In the event any one or more of the provisions contained in this Agreement are deemed illegal or unenforceable, in whole or in  part, the remaining provisions, and any partially unenforceable provisions to the extent enforceable, shall nevertheless be binding and enforceable.  In the event that any act, regulation, directive, or law of a government having jurisdiction and respect of this Agreement, including its  departments, agencies or courts, should make it impossible or prohibit, restrain, modify or eliminate any act or obligation of either party under this  Agreement, the non-affected party shall have the right, at its option, to suspend this Agreement or the parties may, at their mutual agreement,  make such modifications therein as may be necessary.     8.5 Assignment. Except as expressly provided for herein, neither party may assign or otherwise transfer any of its rights or obligations under this  Agreement without the other party's prior written approval and any such assignment or transfer shall be void. This Agreement does not create,  and shall not be construed as creating, any rights enforceable by any person not a party to this Agreement.     8.6 Applicable Law. This Agreement is deemed made and entered into in the State of California and shall be construed, enforced and performed in  accordance with the laws of the State of California, without reference, to choice of law. THE RIGHTS AND OBLIGATIONS OF THE PARTIES IN  CONNECTION WITH THIS AGREEMENT AND ANY PURCHASE OF THE PRODUCTS SHALL NOT BE GOVERNED BY THE PROVISIONS OF  THE 1980 U.N. CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS.     8.7 Dispute Resolution. Any and all disputes of whatever nature, arising between the Parties of this Agreement or the underlying business  relationship, including termination thereof and statutory claims, and which are not resolved between the parties themselves, shall be submitted to  binding and final arbitration to be conducted in English, in Los Angeles, California, before a panel of three arbitrators in accordance with the  Commercial Arbitration Rules of the American Arbitration Association for Complex Commercial Cases in effect as of the date of this Agreement. Judgment upon the award of the arbitrators may be entered in any court having jurisdiction thereof. In the event of any proceeding in arbitration  between the Parties arising in any manner out of this Agreement or the asserted breach thereof, the prevailing party shall recover court costs or  costs of arbitration, as appropriate, and reasonable attorneys' fees.









  8.8 Waiver. The waiver or excuse by either party hereto as to any breach, default or deficiency and the performance by the other party of any duty  or obligation by the other party to be performed hereunder shall not constitute or be deemed a continuing waiver or excuse of the same or any  other duty or obligation owed by the other.     8.9 Interpretation. In the event any claim is made by any party relating to any conflict, omission or ambiguity in this Agreement, no presumption or  burden of proof or persuasion shall be implied by virtue of the fact that this Agreement was prepared by or at the request of a particular party or  that party's counsel. Reference to include, includes and including shall be deemed to be followed by the phrase without limitation.     8.10 Captions. Captions of sections of this Agreement are included for reference only, shall not be construed as part of this Agreement and shall  not be used to define, limit, extend or interpret the terms hereof.     8.11 Currency. Unless otherwise agreed by the parties in writing, all payments required to be made under this Agreement shall be made in United  States Dollars via cash, check, wire transfer, or other immediately available funds. The remitting party shall pay at its own expense all charges and  expenses associated with the other party's receipt of such payment, including but not limited to credit card transaction fees.     8.12 Remedies Not Exclusive. No remedy conferred by any of the specific provisions of this Agreement is intended to be exclusive of any other  remedy and each and every right and remedy hereunder is cumulative with each and every other right and remedy herein or in any other agreement  between the parties or under applicable law.     8.13 Counterparts. This Agreement may be executed in any number of counterparts, each of which shall constitute an original and all of which  together shall constitute one and the same instrument.     8.14 No Consequential Damages. IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY SPECIAL,  CONSEQUENTIAL OR INDIRECT DAMAGES, HOWEVER CAUSED.     8.15 Successors. Except as otherwise provided herein, this Agreement shall be binding upon and inure to the benefit of the parties hereto and their  permitted successors and assigns.     8.16 No Joint Venture. Nothing contained herein shall be construed to deem the Parties in the relationship of partners or joint venturers, and no  party hereto shall have any power to obligate any other party hereto in any manner whatsoever, except as expressly provided for herein.     8.17 Indemnity. Zanotti agrees to indemnify, defend and hold Aura, including its employees, agents and affiliates, harmless from and against any  and all payments, damages, demands, claims, losses, expenses, costs, obligations and liabilities (including reasonable attorney's fees and costs),  which arise out of, result from or are related to: (i) any breach by Zanotti of any provision contained in this Agreement, including without limitation  any obligation, representation, warranty or covenant herein; (ii) any occupational injury or illness sustained by any employee or agent of Zanotti  to the extent claims are made against, or held to be payable by









  Aura; (iii) any applicable sales or other taxes due from or on behalf of Zanotti regardless of whether such taxes must be collected by Aura on  behalf of the taxing authority and regardless of whether Zanotti shall challenge the assessment or amount of such taxes (iv) any negligent or willful  act or omission or violation of any contractual arrangement of Zanotti or any of Zanotti's affiliates, officers, directors, agents or employees of  each, in connection with its or their performance relating to this Agreement; or (v) Zanotti's agreements, if any, with any other third parties.  Aura agrees to indemnify, defend and hold Zanotti, including its employees, agents and affiliates, harmless from and against any and all  payments, damages, demands, claims, losses, expenses, costs, obligations and liabilities (including reasonable attorney's fees and costs), which  arise out of, result from or are related to the breach by Aura of any representation, warranty or covenant contained in this Agreement.  Either party seeking indemnification under this Agreement (the Indemnified Party) shall give notice to the party required to provide  indemnification hereunder (the Indemnifying Party) promptly after the Indemnified Party has actual knowledge of any claim as to which  indemnity may be sought hereunder, and the Indemnified Party shall permit the Indemnifying Party (at the expense of the Indemnifying Party) to  assume the defense of any claim or litigation resulting thereform; provided that: (i) counsel for the Indemnifying Party who shall conduct the  defense of such claim or litigation shall be reasonably satisfactory to the Indemnified Party; (ii) the Indemnified Party may participate in such  defense, but only at the Indemnified Party's own cost and expense; and (iii) the omission by the Indemnified Party to give notice as provided  herein shall not relieve the Indemnifying Party of its indemnification obligations hereunder except to the extent that such omissions results in a  failure of actual notice to the Indemnifying Party and the Indemnifying Party is damaged as a result of such failure to give notice. The  Indemnifying Party shall not, except with the consent of the Indemnified Party, consent to entry of any judgment or administration order or enter  into any settlement that (i) could affect the intellectual property rights or other business interests of the Indemnified Party or (ii) does not include  as an unconditional term thereof the giving by the claimant or plaintiff to the Indemnified Party of a release form all liability with respect to such  claim or litigation.  In the event that the Indemnified Party shall reasonably and in good faith determine that the conduct of the defense of any claim subject  to indemnification hereunder or any proposed settlement of any such claim by these Indemnifying Party might be expected to affect adversely the  Indemnified Party's intellectual property rights or ability to conduct future business, the Indemnified Party shall have the right at all times to take  over and assume control over the defense, settlement, negotiations or lawsuit relating to any such claim at the sole cost and expense of the  Indemnifying Party.  In the event that the Indemnifying Party does not accept the defense of any matter as provided herein, the Indemnified Party shall have  the full right to defend against any such claim or demand, and shall be entitled to settle or agree to pay in full such claim or demand, in its sole  discretion.  The provisions of this Section 8.17 shall survive the expiration or sooner termination of this Agreement.    8.18 Insurance. Both Parties will each have and maintain in full force and effect during the Term of this Agreement (including any post-termination  period for which indemnification obligations continue), all product liability and other insurance reasonably necessary to cover









  such party's anticipated indemnification obligation and other risk of loss for which it may be liable under this Agreement. All such insurance  coverages shall be occurrence based and not claims made. Such policy or policies will (a) have aggregate limits of liability of not less than  $1,000,000 with respect to any incident or occurrence and of not less than $2,000,000 in the aggregate; (b) name both Zanotti and Aura as insured  parties; and (c) provide that such policy may not be canceled except upon not less than 30 days' written notice to both Zanotti and Aura. Each  party will provide such evidence of the effectiveness of such insurance to the other party as may be reasonably requested.                    [signature page to follow]









       IN WITNESS WHEREOF, Aura and Zanotti have caused this instrument to be executed by their duly authorized employees, as of the day and  year first above written.          AURA SYSTEMS, INC. ZANOTTI USA  A Delaware Corporation A Massachusetts Corporation       By: By:     _____________________________ _____________________________  Melvin Gagerman Zoltan Lemperth  CEO [title]      _____________________________  Greg Demetri  [title]      _____________________________  Scott Demetri  [title]      _____________________________  Michael Driscoll  [title]









  Exhibit A  Products



  V3.03/17/10 AURA/ZANOTTI STRATEGIC ALLIANCE AGREEMENT Exhibit A







  Exhibit B  Product Prices



  V3.03/17/10 AURA/ZANOTTI STRATEGIC ALLIANCE AGREEMENT Exhibit B







  Exhibit C  End-User Warranty



  V3.03/17/10 AURA/ZANOTTI STRATEGIC ALLIANCE AGREEMENT Exhibit C 
Question: Highlight the parts (if any) of this contract related to Covenant Not To Sue that should be reviewed by a lawyer. Details: Is a party restricted from contesting the validity of the counterparty’s ownership of intellectual property or otherwise bringing a claim against the counterparty for matters unrelated to the contract?

Ex Output:
24844


Ex Input:
CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE CONFIDENTIAL PORTIONS HAVE BEEN REDACTED AND ARE DENOTED BY [*]. THE  CONFIDENTIAL PORTIONS HAVE BEEN SEPARATELY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION.

                             SPONSORSHIP AGREEMENT

This agreement (Agreement) is entered into as of the 15th day of December, 1997 (Effective Date), by and between Excite, Inc., a California corporation, located at 555 Broadway, Redwood City, California 94063 (Excite), and NetGrocer, Inc. a Delaware corporation, located at 333 Seventh avenue, 11th Floor, New York, NY 10001 (NetGrocer).

                                    RECITALS

A.       Excite maintains a site on the Internet at http://www.excite.com (the          Excite Site) and owns and/or manages related World Wide Web sites          worldwide (collectively, the Excite Site and the related web sites are          referred to as the Excite Network) which, among other things, allow          its users to search for and access content and other sites on the          Internet.

B.       Within the Excite Site, Excite currently organizes certain content          into topical channels, including a Shopping Channel.

C.       NetGrocer operates an online supermarket service at its Web site          located at http://www.netgrocer.com (the NetGrocer Site).

D.       NetGrocer wishes to promote use of the NetGrocer Site to Excite's          users by sponsoring the Excite Shopping Channel and purchasing banner          advertising and other promotional links on the Excite Site.

1.       SPONSORSHIP

         a)       Excite will promote NetGrocer in the Excite Shopping Channel                   as follows:

                  i)       For the term of this Agreement, Excite will display                            a text and/or graphic link (consistent with the                            format used on similar links on the same page) to                            the NetGrocer Site on the Excite Shopping Channel                            main page.

                  ii)      Excite will display a text and/or graphic link                            (consistent with the format used on similar links on                            the same page) to the NetGrocer Site in the home                            page of the Excite Shopping Channel Such a Deal                            promotion in four separate one-week segments during                            each year of the term of the Agreement, once every                            calendar quarter.

                  iii)     Excite will display a text and/or graphic link                            (consistent with the format used on similar links on                            the same page) to the NetGrocer Site in the home                            page of the Excite Shopping Channel Shop Here                            First promotion in four separate one-week segments                            during the term of the Agreement, once every                            calendar quarter. Excite shall not display the link                            under this Section 1 (a)(iii) in the same weeks as                            the promotional link under Section 1 (a)(ii).

                  iv)      For the term of the Agreement, Excite will display a                            text and/or graphic link (consistent with the format                            listed on similar links on the same page) to the                            NetGrocer Site on the front page of the Gourmet and                            Groceries department of the Excite Shopping                            Channel.

                  v)       Excite will display a text and/or graphic link                            (consistent with the format used on similar links on                            the same page) to the NetGrocer Site in the Shop                            Here First promotion in the Gourmet and Groceries                            department of the Excite Shopping Channel for the                            term of the Agreement. Such link will be displayed                            as the left-most link or top-most link at least                            fifty percent (50%) of the time.

                  vi)      Excite currently plans to develop a coupon promotion                            area in the Excite Shopping Channel, tentatively                            called Coupon Corner. When launched, Excite will                            display an advertising banner or text or graphic                            link (consistent with the format used on similar                            links on the same page) to the NetGrocer Site will                            Coupon Corner for the remainder of the term of the                            Agreement.

         b)       Excite will promote NetGrocer in the Excite Site as follows:





                  i)       For the term of the Agreement, Excite will display a                            link to the NetGrocer Site (consistent with the                            format used on similar links on the same page) in                            the default configuration of the Favorite Links                            listing of Web sites on the home page of the Health                            & Fitness and the Food & Drink departments of the                            Lifestyle Channel, and the home page of the                            Lifestyle Channel in the Excite Site.

                  ii)      For the term of the Agreement, Excite will display a                            text and/or graphic link (consistent with the format                            used on similar links on the same page) to the                            NetGrocer Site on the Exciting Stuff' promotion on                            the home page of the Lifestyle Channel and the home                            page of the Food & Drink department of the Lifestyle                            Channel in the Excite Site.

                  iii)     Excite will display a text and/or graphic link                            (consistent with the format used on similar links on                            the same page) to the NetGrocer

                                      -2-

                           Site in the area reserved for promotional rotations                            on the home page of the Excite Site for one week in                            each year of the term of the Agreement.

                  iv)      Excite will display NetGrocer's advertising banners                            in the Lifestyle and Shopping Channels on the Excite                            Site.

                  v)       Excite will display a link (consistent with the                            format used on similar links on the same page) to a                            co-branded version of the NetGrocer Site in the                            Try, These First area on Excite Search results                            pages in response to mutually determined relevant                            search terms. The co-branded version of the                            NetGrocer Site will comply with Excite's                            then-current standards applicable to third party                            sites promoted through Try, These First links.

                  vi)      For the term of the Agreement, Excite will display a                            link to the NetGrocer Site (consistent with the                            format used on similar links on the same page) in                            the default configuration of the services or                            comparable module on the default configuration of                            the My Excite Channel.

         c)       Excite will display NetGrocer's advertising banners on Excite                   Search results pages on the Excite Site in response to                   mutually determined keywords, including the following:                   NetGrocer, Peapod, Oncart, Shoppers Express, grocery,                   groceries, women, female, disabled, senior, military, family,                   baby, kids, children, pets, dogs, cats staples, supermarket,                   drug store, and club store. Excite will work with NetGrocer                   to develop a more extensive list of keywords and, when Excite                   implements keyphrase advertising banners, Excite will                   work-with NetGrocer to develop a mutually-determined list of                   keyphrases.

         d)       For the term of the Agreement, Excite will display                   NetGrocer's advertising banners in general rotation on the                   Excite Site, on the MailExcite free email service and on                   Excite's Internet chat service.

         e)       Excite will use reasonable commercial efforts to deliver [*]                   Impressions of the promotional placements and advertising                    banners described in Sections 1 (a) - (d) in the first year                    of the term of the Agreement and to deliver [*] Impressions                   of the promotional placements and advertising banners                    described in Sections 1 (a) - (d) in the second year                   of the term of the Agreement. For the purposes of this                   Agreement, an Impression is defined as any link to the                   NetGrocer Site, whether graphic, text or any combination of                   graphic and text, served by Excite to a user as part of an                   HTML page, part of the Excite's Internet chat service or part                   of search results displayed in Excite Shopping Service                   powered by Jango.

                                      -3-

         f)       Excite guarantees that it will deliver [*] Click-throughs on                   the promotional placements and advertising banners described                   in Section 1 (a) - (d) in the first year of the term of the                   Agreement by delivering [*] of the annual guaranteed                   Click-throughs in the first quarter of the first year of                   the term of the Agreement, a cumulative total of [*] of the                   annual guaranteed Click-throughs in the second quarter of                   the first year of the term of the Agreement, a cumulative                   total of [*] of the annual guaranteed Click-throughs in                   the third quarter of the first year of the term of the                   Agreement and a cumulative total of 100% of the annual                   guaranteed Click-throughs in the fourth quarter of the





                  first year of the term of the Agreement. Excite guarantees                   that it will deliver four million fifty thousand (4,050,000)                   Click-throughs on the promotional placements and                   advertising banners described in Section 1(a) - (d) in the                   second year of the term of the Agreement by delivering [*] of                   the annual guaranteed Click-throughs in the first quarter                   of the second year of the term of the Agreement, a cumulative                   total of [*] of the annual guaranteed Click-throughs in the                   second quarter of the second year of the term of the                   Agreement, a cumulative total of [*] of the annual guaranteed                   click-throughs in the third quarter of the second year of                   the term of the Agreement and a cumulative total of 100% of                   the annual guaranteed Click-throughs in the fourth quarter                   of the second year of the term of the Agreement. For the                   purposes of this Agreement, a Click-through occurs when a                   user activates the link to the NetGrocer Site (the address or                   addresses of which are provided by NetGrocer for such                   Impression) contained in an Impression and (i) the activation                   of the link to the NetGrocer Site is recorded by Excite's                   servers or (ii) in the case of Try These First links only,                   until Excite has the technical capability to count the                   activation of Try These First links to the NetGrocer Site,                   the user is referred to the NetGrocer Site through the                   activation of a Try These First' link and the referral is                   recorded by NetGrocer's servers. Until Excite has the                   technical capability to count the activation of Try These                   First links to the NetGrocer Site, NetGrocer will report to                   Excite the number of Try These First referrals it records                   within twenty (20) days following the end of each calendar                   month.

         g)       If Excite misses any quarterly guaranteed Click-through                   amount, Excite will make good the difference within [*]                   days following the end of such quarter. If Excite does                   not make good the difference within [*] days, NetGrocer may                    suspend (but not eliminate) its payments of the sponsorship                    and advertising fees described in Section 5(b) and 5(c) until                   the make-good is delivered, at which time NetGrocer will                    resume its payments of the sponsorship and advertising fees.

         h)       Excite will use commercially reasonable efforts to maintain                   the Excite Network and display the promotional placements and                   advertising banners

                                      -4-

                  described in Section 1 (a) - (d) during the term of the                   Agreement and to display the promotional placements and                   advertising banners on the Excite Site in the following                   proportions: [*] in the Shopping Channel, [*] in the other                   targeted Channels and keyword banners and [*] in general                   rotation.

         i)       The content and design of the advertising banners described                   in Section 1(a) - (d) will be created by NetGrocer subject to                   Excite's then-current standards applicable to advertising                   banners.

         j)       Excite will provide account management support for                   NetGrocer's sponsorship of the Excite Site. Excite and                   NetGrocer will hold monthly review of the performance of the                   promotional placements and advertising banners described in                   Section 1 (a) - (d) and the sponsorship objectives.

2.       LAUNCH DATE

         a)       The Launch Date is the date of the first display of the                   promotional placements and advertising banners described in                   Sections 1 (a) - (d). The parties intend that the Launch Date                   will be December 15, 1997.

         b)       NetGrocer and Excite will use reasonable efforts to achieve                   the scheduled Launch Date provided that, no later than                   fourteen (14) days prior to the scheduled Launch Date,                   NetGrocer provides final versions of all graphics, text,                   keywords, banner advertising, promotional placements, other                   promotional media and valid URL links necessary to implement                   the promotional placements and advertising banners described                   in Section 1 (a) - (dj (collectively, Impression Material)                   to Excite.

         c)       In the event that NetGrocer fails to provide the Impression                   Material to Excite fourteen (14) days in advance of the                   scheduled Launch Date, Excite may (i) reschedule the Launch                   Date according to the availability of Excite's engineering                   resources after delivery of the complete Impression Material                   or (ii) commence delivery of Impressions based on Impression                   Material in Excite's possession at the time.

         d)       NetGrocer may revise, update and/or replace the Impression                   Material at any time in its sole discretion. Within three (3)                   business days of Excite's receipt of any revised advertising                   banners, Excite shall replace the former advertising banners                   with the updated advertising banners. Text and/or graphics in                   the Exciting Stuff' and Such A Deal promotions may be





                  replaced with new text and/or graphics twice per month. All                   other text links may be replaced with new text links once per                   month.

                                      -5-

3.       EXCLUSIVITY

         a)       For the term of the Agreement, Excite will not enter into any                   agreement to display and shall not display on the Excite Site                   content created by Excite promoting NetGrocer's                   Competitors, content created by NetGrocer's Competitors,                   promotional placements and/or advertising banners from                   NetGrocer's Competitors or make available on the Excite Site                   online supermarket sales offered by NetGrocer's Competitors.

         b)       For the purposes of this Agreement, Competitors means                   online supermarkets, which offer selections of consumer                   packaged goods and groceries comparable to NetGrocer or                   off-Web supermarkets, as listed in Exhibit A. The parties may                   amend Exhibit A from time to time and Excite will not                   unreasonably withhold its consent to the inclusion of bona                   fide Competitors submitted by NetGrocer.

         c)       In the event of a dispute between the parties regarding the                   inclusion or exclusion of an online supermarket from Exhibit                   A or the display on the Excite Site of advertising or                   promotional material from an online supermarket, the parties                   will follow the dispute resolution process described in                   Section 13(c) without the prerequisite of submitting the                   dispute to mediation. In the event that it is determined that                   Excite violated the Agreement by excluding a bona fide                   NetGrocer Competitor from Exhibit A or displayed on the                   Excite Site advertising or promotional material from a bona                   fide NetGrocer Competitor, Excite will be obligated to (i)                   immediately add the online supermarket to Exhibit A, (ii)                   immediately remove from the Excite Site any advertising or                   promotional material from the online supermarket and (iii)                   provide NetGrocer with advertising and promotional value,                   without additional cost, equal to the advertising and                   promotional value provided to the online supermarket prior to                   the removal of its advertising and promotional material from                   the Excite Site.

         d)       Notwithstanding the foregoing, Excite may display Excite                   Search results links to NetGrocer's Competitors in Excite                   Search results pages in response to user queries, may display                   links to NetGrocer's Competitors in Excite's general                   directory of Web sites and, after giving NetGrocer reasonable                   advance notice, in search results displayed in Excite                   Shopping Service powered by Jango. For the term of this                   Agreement. Excite will display links to the NetGrocer Site as                   search results displayed in Excite Shopping Service powered                   by Jango for the categories for which NetGrocer carries                   products until requested not to do so by NetGrocer.

                                      -6-

4.       CUSTOMER INFORMATION

         NetGrocer retains all right, title and interest to information          regarding customers who access the NetGrocer Site pursuant to the          Agreement.

5.       SPONSORSHIP, ADVERTISING AND CLICK-THROUGH FEES

         a)       A one-time sponsorship initiation fee of [*] is due and will                   be paid to Excite upon execution of the Agreement as                   compensation for costs of initiating access to the Excite                   Network, set-up costs and other expenses associated with                   Excite's initiation of the links, placements, advertisements                   and promotions contemplated by this Agreement.

         b)       Separate and apart from the one-time sponsorship initiation                   fee NetGrocer shall pay to Excite sponsorship and advertising                   fees for the first year of the term of the Agreement in the                   total amount of [*] payable in nine equal monthly                   installments of [*], commencing on March 15, 1998. NetGrocer                   will pay the remainder of the monthly installments on or                   prior to the fifteenth day of each of the next eight (8)                   calendar months.

         c)       Separate and apart from the one-time sponsorship initiation                   fee, NetGrocer shall pay to Excite sponsorship and                   advertising fees for the second year of the term of the                   Agreement in the total amount of [*] payable in equal monthly                   installments of [*], commencing on December 15, 1998.                   NetGrocer will pay the remainder of the monthly installments                   on or prior to the fifteenth day of each of the next eleven                   (11) calendar months.

         d)       Separate and apart from the one-time sponsorship initiation                   fee and sponsorship and advertising fees, NetGrocer will pay





                  Excite [*] for each Click-through on the promotional                   placements and advertising banners described in Section 1(a)                   - (d) occurring during that year in excess of [*] during the                   first year of the term of the Agreement. NetGrocer will make                   these Click-through payments (if any) to Excite within thirty                   (30) days of Excite's monthly report and invoice reflecting                   Click-throughs during the first year of the term of the                   Agreement in excess of [*]

         e)       Separate and apart from the one-time sponsorship initiation                   fee and sponsorship and advertising fees, NetGrocer will pay                   Excite [*] for each Click-through on the promotional                   placements and

                                      -7-

                  advertising banners described in Section 1(a) - (d) in excess                   of [*] occurring in the second year of the term of the                   Agreement. NetGrocer will make these Click-through payments                   (if any) to Excite with within thirty (30) days of Excite's                   monthly report and invoice reflecting Click-throughs during                   the second year of the term of the Agreement in excess of [*]

         f)       In its sole discretion, during the first year of the term of                   the Agreement NetGrocer may elect to terminate the display of                   its banner advertising on the Excite Network for the                   remainder of the first year of the term of the Agreement once                   the number of Click-throughs on the promotional placements                   and advertising banners described in Section 1 (a) - (d)                   exceeds [*] in the first year of the term of the Agreement.                   This election will not relieve NetGrocer of its obligation to                   make Click-through payments on non--banner Impressions.

         g)       In its sole discretion, during the second year of the term of                   the Agreement, NetGrocer may elect to terminate the display                   of its banner advertising on the Excite Network once the                   number of Click-throughs on the promotional placements and                   advertising banners described in Section 1 (a) - (d) exceeds                   [*] in the second year of the term of the Agreement. This                   election will not relieve NetGrocer of its obligation to make                   Click-through payments on non-banner Impressions.

         h)       The one-time sponsorship initiation fee, sponsorship and                   advertising fees and Click-through payments are net of any                   agency commissions to be paid by NetGrocer.

         i)       During the term of the Agreement, on a weekly basis, Excite                   will provide NetGrocer with a detailed report showing the                   number of Impressions of the advertising banners described in                   Section 1 (a) - (d) and the number of Click-throughs on the                   advertising banners described in Section 1 (a) - (d).

         j)       During the term of the Agreement, within twenty (20) days                   following the end of each calendar month, Excite will send                   NetGrocer a detailed report showing the number of Impressions                   of the different promotional placements and text links                   described in Section 1 (a) - (d) and the number of                   Click-throughs on the promotional placements described in                   Section 1 (a) - (d).

         k)       Excite will maintain accurate records with respect to                   calculation of all payments due under this Agreement.                   NetGrocer may, upon no less than thirty (30) days prior                   written notice to Excite cause an independent Certified                   Public Accountant to inspect the records of Excite reasonably

                                      -8-

                  related to the calculation of such payments during Excite's                   normal business hours. The fees charged by such Certified                   Public Accountant will be paid by NetGrocer unless the audit                   finds a discrepancy of more than five percent (5%) with                   respect to the item being audited, in which case Excite shall                   be responsible for the payment of the reasonable fees for                   such inspection.

6.       PUBLICITY

                  Neither party will make any public statement, press release                   or other announcement relating to the terms of or existence                   of this Agreement without the prior written approval of the                   other party, except as may be required to the extent advised                   by counsel for a party that such disclosure is necessary or                   appropriate to comply with applicable law. Notwithstanding                   the foregoing, the parties agree to issue an initial press                   release regarding the relationship between Excite and                   NetGrocer, the timing and wording of which will be mutually                   agreed upon,.

7.       OTHER BUSINESS OPPORTUNITIES

         a)       Excite currently plans to develop a consumer packaged goods                   (CPG) program that would combine the broad reach of the                   Excite Network with the depth of CPG merchants' industry





                  contacts and sales staffs. Under this program, Excite and                   each CPG merchant would develop co-branded Web pages on the                   Excite Network that would promote the merchant's goods cr                   provide content of interest to Excite's users. Excite would                   run dual promotional efforts, one that sends consumers to                   each CPG merchant's co-branded area and a second that sends                   consumers to the portion of the Excite Network that promotes                   the entire CPG program. Excite and NetGrocer agree to                   negotiate in good faith to establish the terms and conditions                   for NetGrocer's participation in Excite's CPG program when                   and if launched.

         b)       Excite currently plans to make available sponsorship                   opportunities on its WebCrawler Site (located at                   http://www.webcrawler.com) generally similar to the                   opportunity described by this Agreement, with the significant                   exception that merchants will not be granted category                   exclusivity or rights to exclude competitors on the                   WebCrawler Site. Excite and NetGrocer agree to negotiate in                   good faith to establish the terms and conditions for                   NetGrocer's participation in available sponsorship                   opportunities on the WebCrawler Site when and if launched.

                                      -9-

8.       TERM AND TERMINATION

         a)       The term of this Agreement will begin on December 15, 1997                   and will end the later of (i) December 15, 1999 or (ii)                   Excite's delivery of all of the guaranteed Click-throughs                   described in Section 1(f).

         b)       Either party may terminate this Agreement, in the event that                   the other party materially breaches its obligations or                   guarantees hereunder and such breach remains uncured for                   sixty (60) days following written notice to the breaching                   party of the breach.

         c)       All payments that would be due pursuant to Sections 5(b) -                   (d) up to the date of any termination or expiration of this                   Agreement will be payable in full within thirty (30) days                   following such termination or expiration.

         d)       The provisions of Section 4 (Customer Information), Section                   9(a) and 9(b), Section 10 (Confidentiality), Section 11                   (Warranty and Indemnity), Section 12 (Limitation of                   Liability) and Section 13 (Dispute Resolution) will survive                   any termination or expiration of this Agreement.

9.       TRADEMARK OWNERSHIP AND LICENSE

         a)       NetGrocer retains all right, title and interest in and to the                   NetGrocer Site, its trademarks, service marks and trade names                   worldwide, subject to the limited license granted to Excite                   hereunder.

         b)       Excite will retain all right, title and interest in and to                   its trademarks, service marks and trade names worldwide,                   subject to the limited license granted to NetGrocer                   hereunder.

         c)       Each party hereby grants to the other a non-exclusive,                   limited license to use its trademarks, service marks or trade                   names only as specifically described in this Agreement. All                   such use shall be in accordance with each party's reasonable                   policies regarding advertising and trademark usage as                   established from time to time.

         d)       Upon the expiration or termination of this Agreement, each                   party will cease using the trademarks, service marks and/or                   trade names of the other and Excite will cease the display of                   any banner advertising and/or links to the NetGrocer Site                   except as the parties may agree in writing.

10.      CONFIDENTIALITY

         a)       For the purposes of this Agreement, Confidential                   Information means information received from the disclosing                   party or any of its affiliates or representatives about the                   disclosing party's (or its suppliers') business or

                                      -10-

                  activities that is proprietary and confidential, which shall                   include all business, financial, technical trade secret and                   other information of a party marked or designated by such                   party as confidential or proprietary.

         b)       Confidential Information will not include information that                   (i) is in or enters the public domain without breach of this                   Agreement, (ii) the receiving party lawfully receives from a                   third party without restriction on disclosure and without                   breach of a nondisclosure obligation or (iii) the receiving                   party knew prior to receiving such information from the





                  disclosing party or develops independently.

         c)       Each party agrees (i) that it will not disclose to any third                   patty or use any Confidential Information disclosed to it by                   the other except as expressly permitted in this Agreement and                   (ii) that it will take all reasonable measures to maintain                   the confidentiality of all Confidential Information of the                   other party in its possession or control, which will in no                   event be less than the measures it uses to maintain the                   confidentiality of its own information of similar importance.

         d)       Notwithstanding the foregoing, each party may disclose                   Confidential Information (i) to the extent required by a                   court of competent jurisdiction or other governmental                   authority or otherwise as required by law or (ii) on a                   need-to-know basis under an obligation of confidentiality                   to its employees, legal counsel, accountants, banks and other                   financing sources and their advisors.

         e)       The terms and conditions of this Agreement will be deemed to                   be the Confidential Information of each party and will not be                   disclosed without the written consent of the other party.

11.      WARRANTY AND INDEMNITY

         a)       NetGrocer will indemnify, defend and hold harmless Excite,                   its affiliates, officers, directors, employees, consultants                   and agents from any and all third party claims, liability,                   damages and/or costs (including, but not limited to,                   reasonable attorneys fees) arising from:

                           i)       The breach of any warranty, representation                                     or covenant in this Agreement; or

                           ii)      Any claim that the advertising banners                                     created by NetGrocer infringe or violate                                     any third party's copyright, patent, trade                                     secret, trademark, right of publicity or                                     right of privacy or contain any defamatory                                     content; or

                                      -11-

                           iii)     Any claim arising from content displayed on                                     the NetGrocer Site;

                  provided that Excite will promptly notify NetGrocer of any                   and all such claims and will reasonably cooperate with                   NetGrocer with the defense and/or settlement thereof; and                   provided further that, if any settlement requires an                   affirmative obligation of, results in any ongoing liability                   to or prejudices or detrimentally impacts Excite in any way                   and such obligation, liability, prejudice or impact can                   reasonably be expected to be material, then such settlement                   shall require Excite's written consent (not to be                   unreasonably withheld or delayed) and Excite may have its own                   counsel in attendance at all proceedings and substantive                   negotiations relating to such claim.

         b)       EXCEPT AS SPECIFIED IN THIS AGREEMENT, NEITHER PARTY MAKES                   ANY WARRANTY IN CONNECTION WITH THE SUBJECT MATTER OF THIS                   AGREEMENT AND HEREBY DISCLAIMS ANY AND ALL IMPLIED                   WARRANTIES, INCLUDING ALL IMPLIED WARRANTIES OF                   MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE                   REGARDING SUCH SUBJECT MATTER.

12.      LIMITATION OF LIABILITY

         EXCEPT UNDER SECTION 11(a), IN NO EVENT WILL EITHER PARTY BE LIABLE TO          THE OTHER FOR ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES,          WHETHER BASED ON BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR          OTHERWISE, WHETHER OR NOT THAT PARTY HAS BEEN ADVISED OF THE          POSSIBILITY OF SUCH DAMAGE. THE LIABILITY OF EXCITE FOR DAMAGES OR          ALLEGED DAMAGES HEREUNDER, WHETHER IN CONTRACT, TORT OR ANY OTHER          LEGAL THEORY, IS LIMITED TO, AND WILL NOT EXCEED, THE TOTAL AMOUNTS          PREVIOUSLY PAID OR TO BE PAID BY NETGROCER TO EXCITE HEREUNDER [*]

13.      DISPUTE RESOLUTION

         a)       The parties agree that any breach of either of the parties'                   obligations regarding trademarks, service marks or trade                   names and/or confidentiality would result in irreparable                   injury for which there is no adequate remedy at law.                   Therefore, in the event of any breach or threatened breach of                   a party's obligations regarding trademarks, service marks or                   trade names or confidentiality, the aggrieved party will be                   entitled to seek equitable relief in addition to its other                   available legal remedies in a court of competent                   jurisdiction.

                                      -12-

         b)       In the event of disputes between the parties arising from or                   concerning in any manner the subject matter of this





                  Agreement, other than disputes arising from or concerning                   trademarks, service marks or trade names and/or                   confidentiality, the parties will first attempt to resolve                   the dispute(s) through good faith negotiation. In the event                   that the dispute(s) cannot be resolved through good faith                   negotiation, the parties will refer the dispute(s) to a                   mutually acceptable mediator for hearing.

         c)       In the event that disputes between the parties arising from                   or concerning in any manner the subject matter of this                   Agreement, other than disputes arising from or concerning                   trademarks, service marks or trade names and/or                   confidentiality, cannot be resolved through good faith                   negotiation and mediation, the parties will refer the                   dispute(s) to the American Arbitration Association for                   resolution through binding arbitration by a single arbitrator                   pursuant to the American Arbitration Association's rules                   applicable to commercial disputes.

14.      GENERAL

         a)       Assignment. Neither party may assign this Agreement, in whole                   or in part, without the other party's written consent (which                   will not be unreasonably withheld), except that no such                   consent will be required in connection with (i) a merger,                   reorganization or sale of all, or substantially all, of such                   party's assets or (ii) the assignment and/or delegation of                   such party's rights and responsibilities hereunder to a                   wholly-owned subsidiary or joint venture in which that party                   holds an interest. Any attempt to assign this Agreement other                   than as permitted above will be null and void.

         b)       Governing Law. This Agreement will be governed by and                   construed in accordance with the laws of the State of                   California, notwithstanding the actual state or country of                   residence or incorporation of NetGrocer.

         c)       Notice. Any notice under this Agreement will be in writing                   and delivered by personal delivery, express courier,                   confirmed facsimile, confirmed email or certified or                   registered mail, return receipt requested, and will be deemed                   given upon personal delivery, one (1) day after deposit with                   express courier, upon confirmation of receipt of facsimile or                   email or five (5) days after deposit in the mail. Notices                   will be sent to a party at its address set forth below or                   such other address as that party may specify in writing                   pursuant to this Section.

         d)       No Agency. The parties are independent contractors and will                   have no power or authority to assume or create any obligation                   or responsibility on behalf of each other. This Agreement                   will not be construed to create or imply any partnership,                   agency or joint venture.

                                      -13-

         e)       Force Majeure. Any delay in or failure of performance by                   either party under this Agreement will not be considered a                   breach of this Agreement and will be excused to the extent                   caused by any occurrence beyond the reasonable control of                   such party including, but not limited to, acts of God, power                   outages and governmental restrictions. Notwithstanding the                   foregoing, either party may terminate the Agreement in the                   event that a delay due to force majeure continues for a                   period of sixty (60) uninterrupted days.

         f)       Severability. In the event that any of the provisions of this                   Agreement are held by to be unenforceable by a court or                   arbitrator, the remaining portions of the Agreement will                   remain in full force and effect.

         g)       Entire Agreement. This Agreement is the complete and                   exclusive agreement between the parties with respect to the                   subject matter hereof, superseding any prior agreements and                   communications (both written and oral) regarding such subject                   matter. This Agreement may only be modified, or any rights                   under it waived, by a written document executed by both                   parties.

NetGrocer                                   Excite, Inc.

By: /s/ Daniel Nissan                       By: /s/ Robert C. Hood    --------------------------                  -------------------------- Name: Daniel Nissan                         Name: Robert C. Hood      ------------------------                    ------------------------ Title: President & CEO                      Title: EVP-CFO       -----------------------                     ----------------------- Date: 12/30/97                              Date: 12-31-97      ------------------------                    ------------------------

333 Seventh Avenue                          555 Broadway 11th Floor                                  Redwood City, California 94063 New York, New York 10001                    650.568.6000 (voice                                             650.568.6030 (fax)





                                      -14-

                                   EXHIBIT A

                         LIST OF NETGROCER COMPETITORS

Peapod

Shoppers Express/Oncart

                                      -15- 
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.

Ex Output:
37557


Ex Input:
Exhibit 10.9

                           CONTENT LICENSING AGREEMENT

                                     between

                          Data Call Technologies, Inc.                              600 Kenrick, Suite B-12                               Houston, Texas 77060

                      hereinafter referred to as Licensor

                                       and

                                 PLAN_B MEDIA AG                                  Schaafenstr. 25                                   50676 Cologne                                      Germany                        hereinafter referred to as plan_b

1    PURPOSE  OF  THE  AGREEMENT

     1.1  The purpose  of  this  content  distribution  Agreement  (hereinafter           Agreement)  is  to  set  forth  the terms and conditions under which           plan_b  may  use  the  Content  (Content as set forth in APPENDIX 2)           owned  or  licensed  by  LICENSOR  for  a  commercial  distribution to           plan_b's  End  Users  in  the  territory  (Territory as set forth in           APPENDIX  2).

     1.2  End User  means  any  third  Party  receiving  Content  on  a  mobile           device  for  a  payment in accordance with the terms and conditions of           this  Agreement  for  their  own  private  and  non-  commercial  use.

2    OBLIGATIONS  OF  LICENSOR

     2.1  LICENSOR  shall  make  a  first  delivery  of Content to plan_b within           14  days  after the signing of this Agreement unless separately agreed           between  the  Parties.

     2.2  LICENSOR  shall  deliver  Content  according  to  the  specifications           (for  example  formats,  file  sizes)  set  by  plan_b or to be agreed           between  the  Parties  in  writing.

     2.3  LICENSOR  grants  plan_b  for  the  term  of  this Agreement the right           to  produce,  market  and  distribute  Content  to  End  Users (in the           territory  specified  in appendix 2) through its own and its partner's           platform.

3    OBLIGATIONS  OF  PLAN_B

     3.1  plan_b  will  distribute  Content  to  End  Users  in  the  Territory           through  its  distribution  channels.

     3.2  plan_b  shall  use  reasonable  commercial  efforts  to  market  and           stimulate  interest  in  the  Content  with  its  customers.

     3.3  plan_b  shall  provide  LICENSOR  with  a  detailed  written  record,           which  includes the number of End User downloads and each distribution           channel.  Such  report  shall  be  provided  to LICENSOR in electronic           format  within  6  weeks  of  the  end  of  a  quarter.

     3.4  LICENSOR  shall  have  the  right  to  use  a  certified  public           accountant  to  inspect and audit all the related records and books of           plan_b to ensure plan_b's compliance with the terms of this Agreement.           In  the  event  that  any such audit reveals that plan_b has underpaid           fees  to  the value of ten (10) percent or more of the total amount of           payments  for  the  period covered by the audit, plan_b shall bear the           cost  of  the audit and shall in any event immediately pay to LICENSOR

Source: DATA CALL TECHNOLOGIES, SB-2/A, 9/18/2006





          the  full  value  of the underpaid or under-reported fees. Such audits           shall  normally  be conducted during normal business hours at plan_b's           premises.

4    REVENUES

     4.1  plan_b  shall  pay  LICENSOR  a  share of its revenues as set forth in           APPENDIX  2  (REVENUES).

     4.2  All shares  are  net,  plus  the  respective  applying value added tax           (if  applicable).

5    INTELLECTUAL  PROPERTY  RIGHTS

     5.1  LICENSOR  is  the  owner  of  all  intellectual  property  rights,           including  without  limitation,  any  and all patents, utility models,           trade  marks,  rights  in  designs,  trade,  business or domain names,           know-how,  rights  in  databases and copyrights, rights in inventions,           ideas, concepts, trade secrets and confidential information which have           to  be  given  to  fulfill  this  contract.

     5.2  In the  alternative,  if  LICENSOR  is  not  the  sole  and  exclusive           owner  of  all  of  the  foregoing intellectual property rights to the           Content,  LICENSOR  has  been  granted  by  the  owner  or  rightful           sub-licensee  of the intellectual property of the Content the right to           grant  the rights provided by LICENSOR to plan_b under this Agreement.

     5.3  LICENSOR  grants  to  plan_b  a  license  to produce, use, distribute,           promote  and  publicly  display  the  Content  in any possible way for           distribution and marketing purposes. Additionally, Licensee shall have           the  right  to  use  the trademarks, trade names, or logos relating to           Content  (the  TRADEMARKS).

     5.4  LICENSOR  warrants  that  Content  does  not  infringe an intellectual           property  right  enforceable in the agreed country of delivery or use.           LICENSOR indemnifies and holds harmless plan_b against all claims that           Content  infringes any of the above mentioned rights of a third Party.           LICENSOR  shall  pay  all damages awarded in a trial to a third Party.

6    CONFIDENTIALITY

     6.1  Each Party  shall  keep  in  confidence  all material and information,           including  without  limitation  Content, received from the other Party           and  marked  as  confidential  or  which  should  be  understood to be           confidential,  and  may  not  use such material or information for any           other  purposes  than  those  set  forth  in  this  Agreement.  The           confidentiality  obligation shall, however, not be applied to material           and  information,  which  as  shown  by  the  receiving  Party,

          6.1.1 is generally  available  or  otherwise  public;  or

          6.1.2 the receiving  Party  has  received  from  a third party without                any  obligation  of  confidentiality;  or

          6.1.3 was in  the  possession  of  the  receiving  Party  prior  to                receipt  of  the same from the other Party without any obligation                of  confidentiality  related  thereto;  or

          6.1.4 the receiving  party  has  independently  developed  without                using  material  or  information  received  from the other Party.

     6.2  Each Party  shall  promptly  upon  termination  of  this  Agreement or           when the Party no longer needs the material or information in question           for  the  purpose  stated  in  this Agreement cease using confidential           material and information received from the other Party and, unless the           Parties  separately  agree on destruction of such material, return the           material  in  question  (including  all  copies  thereof).

     6.3  The rights  and  responsibilities  under  this  section  shall survive           any  termination  or  cancellation  of  this  Agreement  for  2 years.

7    TERM OF  THE  AGREEMENT  AND  TERMINATION

Source: DATA CALL TECHNOLOGIES, SB-2/A, 9/18/2006





     7.1  Unless  otherwise  stated  in  the  Appendix  the  term of this letter           Agreement  shall  continue  for  twenty-four  (24)  months  with  the           effective  date  unless  terminated sooner or extended pursuant to the           terms hereof (Initial Term). The Initial Term shall automatically be           extended  for  an additional period of half a year unless either party           provides  the  other party with written notification of termination of           the  letter  Agreement  at  least 60 days prior to end of such period.

     7.2  Either  Party  shall  be  entitled  to  cancel  this  Agreement if the           other Party is materially in breach of the terms of this Agreement. If           the  breach  of  contract is capable of being remedied, this Agreement           can  be  cancelled  only  provided  that  the  Party in breach has not           rectified  its breach within thirty (30) days of the written notice by           the  other  Party.

     7.3  Either  Party  may  cancel  this  Agreement  already prior to the date           of  its  fulfillment,  if it becomes evident that the other Party will           commit  a  breach  of  contract  entitling  to  cancellation  of  this           Agreement.

     7.4  Upon termination  or  cancellation  of  this  Agreement  plan_b  shall           cease to use Content for any purpose and delete Content from any files           and  data  storage.

     7.5  After termination  of  this  contract,  there  shall  be  a  sell-off           period  (defined  in  APPENDIX 2) following the date of termination of           this  contract.

8    MISCELLANEOUS

     8.1  The Parties  acknowledge  that  they  act  as  independent contractors           and this Agreement does not constitute any partnership, joint venture,           agency  relationship  or  other independent legal entity separate from           the  Parties.

     8.2  Neither  Party  shall  assign  or  transfer  to  any  third  party,           without  the  prior written consent of the other Party, this Agreement           or  any  rights  granted  herein.

     8.3  Any amendments  to  this  Agreement  shall  be  in  writing  and shall           have no effect before signed by the duly authorized representatives of           the  Parties.

     8.4  All  payments  will  be  made  to  Licensor  in United States dollars.

9    SEVERABILITY

     9.1  In the  event  that  any  provision  in this Agreement will be subject           to  an  interpretation  under which it would be void or unenforceable,           such  provisions  will be construed so as to constitute it a valid and           enforceable provision to the fullest extent possible, and in the event           that  it  cannot  be  so construed, it will, to that extent, be deemed           deleted  and  separable  from  the other provisions of this Agreement,           which  will  remain  in full force and effect and will be construed to           effectuate  its  purposes  to  the  maximum  legal  extent.

10   GOVERNING  LAW  AND  VENUE

     10.1 This Agreement  shall  be  governed  and  construed in accordance with           the  laws  of  the  United  States of America. The courts of competent           jurisdiction  at  New  York  City,  New York, shall have the exclusive           jurisdiction  over  any  dispute  arising out of or in connection with           this  Agreement.

     10.2 This Agreement  has  been  prepared  in  two (2) identical copies, one           for  each  Party.

PLAN_B  MEDIA  AG                  PLAN_B  MEDIA  AG

Source: DATA CALL TECHNOLOGIES, SB-2/A, 9/18/2006





03/24/06                           03/24/06 ______________________________     _____________________________ Date                               Date

/s/  Heim  Brecht                  /s/  Stefan  Meyes-Sickenagel ______________________________     _____________________________ Signature                          Signature

Heim  Brecht                       Stefan  Meyes-Sickenagel ______________________________     _____________________________ Name  (Please  print)              Name  (Please  print)

CIO                                COO ______________________________     _____________________________ Title/Position                     Title/Position

LICENSOR                           LICENSOR

3/23/06 ______________________________     _____________________________ Date                               Date

/s/  James  Ammons ______________________________     _____________________________ Signature                          Signature

James  Ammons ______________________________     _____________________________ Name  (Please  print)              Name  (Please  print)

President  and  CEO ______________________________     _____________________________ Title/Position                     Title/Position

APPENDIX  I

1.   CONTACT  PLAN_B  MEDIA  AG

     Name:         Matthias  Hellmann

     Position:     Head  of  Content

     Phone:        XXXXXXXXXXXXX

     Email:        XXXXXXXXXXXXXXX

2    CONTACT  LICENSOR

     Name:         Jim  Ammons

     Position:     CEO  /  President

     Phone:        866-219-2025

     Email:        ammons@datacalltech.com

3    CONTACT       LICENSOR  AGENT  (IF  APPLICABLE)

     Name:

     Position:

     Phone:

     Email:

4   BANK  ACCOUNT  LICENSOR

    Bank name:     Bank  Of  America

    Bank address:  Dallas,  Texas

Source: DATA CALL TECHNOLOGIES, SB-2/A, 9/18/2006





    Country:       USA

APPENDIX  2

1    CONTENT,  SHARE  &  TERRITORY

     1.1  Contract  name (for internal plan_b-ware use): Data Call Technologies,      Inc.

CONTENT                          LICENSOR       TERRITORY            TERMINATION                                   SHARE

Top  News  Headlines Top  Business  Headlines Science/Health  News Entertainment  Headlines

National  Football  League National  Basketball  Association National  Hockey  League Major  League  Baseball NCAA  Football NCAA  Men's  Basketball Professional  Golf  Association NASCAR

Latest  Sports  Lines               45%        Worldwide             24  months Latest  Sports  Headlines Thought  for  Today Market  Details World  Financial  Highlights Weather: Current  Conditions 48-Hour  Forecast 7-Day  Forecast Weather  Alerts Doppler  Weather  Radar

2    TERMS

     2.1  Contract  start:  04-01-06

     2.2  Contract  end:  04-01-08

     2.3  Commercial  distribution  possible  from:

     2.4  Sell-off  period:  3  months  after  termination

3    PAYMENTS  AND  REPORTS  TO  LICENSOR

     3.1  Reporting:  Quarterly;  30  days  after  end  of  quarter

     3.2  Payment  terms:  30  days  after  receipt  of  invoice

4    EXCLUSIVITY  COPYRIGHT

     4.1  Content  exclusive:  [ ]  Yes  [ ]  No

     4.2  Copyright:

Source: DATA CALL TECHNOLOGIES, SB-2/A, 9/18/2006 
Question: Highlight the parts (if any) of this contract related to Audit Rights that should be reviewed by a lawyer. Details: Does a party have the right to  audit the books, records, or physical locations of the counterparty to ensure compliance with the contract?

Ex Output:

2667