instruction:
In this task, you're given a passage that represents a legal contract or clause between multiple parties. Your job is to write questions that ask the basic details corresponding to the legal contracts or clauses. Avoid questions that can be answered correctly without actually understanding the paragraph, and which might have multiple answers. The answer to each question should be unambiguous.
question:
EXHIBIT 10.28

                              SPONSORSHIP AGREEMENT

         This Sponsorship Agreement (the Agreement) is entered into as of the 11th day of March, 1999 by and between drkoop.com, inc., a Delaware corporation, located at 8920 Business Park Drive, Longhorn Suite, Austin, Texas 78759 (drkoop.com), and Vitamin Shoppe Industries, Inc., a New Jersey corporation, located at 4700 Westside Avenue, North Bergen, New Jersey 07047 (Sponsor).

         WHEREAS, drkoop.com develops, markets and maintains an integrated suite of Internet enabled, consumer oriented software applications and services, including but not limited to, drkoop.com. electronic data interchange services, and advertising and promotional services on the Internet at the website http://www.drkoop.com (together with any successor or replacement websites, the drkoop.com Website);

         WHEREAS, Sponsor markets and sells vitamins and nutritional supplements on the Internet at the website http://www.vitaminshoppe.com (together with any successor or replacement websites, the Sponsor Website; and together with the drkoop.com Website, the Sites); and

         WHEREAS, Sponsor desires to have certain * * * rights with respect to vitamins and nutritional supplements on the drkoop.com Website and to be the * * * vitamin and nutritional supplement tenant in the E-Commerce area of the drkoop.com Website and drkoop.com desires to promote Sponsor for vitamin and nutritional supplements and to make Sponsor its' * * * vitamin and nutritional supplement tenant pursuant to the terms and conditions contained in this Agreement.

         NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein and for other good and valuable consideration the receipt and adequacy of which are hereby acknowledged, the parties hereto agree as follows:

____________________ Confidential treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as * * *. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission.

* * *    Certain information on this page has been omitted and filed          separately with the Securities and Exchange Commission. Confidential          treatment has been requested with respect to the omitted portions.

                                    ARTICLE I.                              * * * VITAMIN SPONSOR

         1.1.  * * * VITAMIN SPONSOR. Throughout the Term (as defined below), Sponsor shall be the * * * vitamin and supplement sponsor of, and the * * * vitamin and supplement advertiser on, the drkoop.com Website * * *

         1.2.  SPONSOR PLACEMENTS. During the Term, in no way limiting the foregoing in Section 1.1, Sponsor will receive the following sponsorship and promotional placements on the drkoop.com Website:

               (i)    Sponsor shall be the * * * sponsor of the Nutrition Center on the drkoop.com Website and each area (other than the Daily Special area, the Healthy Recipes area and any other area which may be created in the future which specifically relates to cooking or food recipes (collectively, the Excluded Areas)) within the Nutrition Center, including, the Vitamins & Supplements area, the Vitamins and Minerals area, the Nutrition News area, the Nutrition for Healthy Living area and the Nutrition for your Condition area (collectively, the Sponsor Areas). * * *

               (ii)   * * *

               (iii)  From time to time, drkoop.com shall create content which features vitamins and nutritional supplements. Sponsor's Advertising Content shall be displayed on such pages which host vitamins and nutritional supplement content to the same extent and subject to the same restrictions as such Sponsor Advertising Content is displayed in the Sponsor Areas.

               (iv)   * * * Drkoop.com's obligations with respect to each area of the drkoop.com Website set forth in this Section 1.2 shall also apply to all areas which are successors or replacements to such areas and to all new vitamin and nutrition areas on the drkoop.com Website launched on the drkoop.com Website after the date of this Agreement. * * * Sponsor may promote the sale of vitamins and supplements in the Sponsor Areas.

         1.3.  IMPRESSIONS. Not including any permanent Sponsor links, banners or buttons pursuant to Section 1.2, drkoop.com shall, during the Initial Term (as defined below) provide * * * advertising banner and e-commerce tile impressions consisting of Sponsor Advertising Content* * * shall be delivered during each month of the Initial Term. If by the end of the Initial Term drkoop.com has not delivered the foregoing number of impressions, then, as Sponsor's sole remedy for such breach, the Term of this Agreement shall be extended until drkoop.com has satisfied its obligations under this Section.

____________________





* * *    Certain information on this page has been omitted and filed          separately with the Securities and Exchange Commission. Confidential          treatment has been requested with respect to the omitted portions.

                                       2

           1.4.  DR. KOOP HEALTH LINKS. In addition to the fees specified in Section 2.5.1, Sponsor shall pay * * * to drkoop.com and in exchange therefore shall have the right to use as many Dr. Koop Health Links as Sponsor, in its sole discretion, wishes to use, all in accordance with the terms of the drkoop.com Healthlinks Agreement, the form of which is attached hereto as Exhibit B. - ---------

         1.5.  * * *

         1.6.  MODIFICATIONS.. Each party reserves the right to modify the design, organization, structure, look and feel, navigation and other elements of its Site, provided, that drkoop.com may not, without the prior written consent of Sponsor, substantially alter, change or modify the look, feel or functionality of the Sponsor Areas of the drkoop.com Website* * *.

                                  ARTICLE II.                               SPONSORSHIP POLICY

         2.1.  CONTENT. For each of the placements described in Section 1, including all banner advertisements and e-commerce tiles, Sponsor shall provide drkoop.com with all content including all trademarks, logos or banners (the Sponsor Advertising Content), in accordance with the specifications set forth on Exhibit C attached hereto, which will be displayed on the drkoop.com Website and which will link, in Sponsor's discretion, to either the Sponsor Site or Vitamin Buzz. The parties hereto agree to cooperate and work together in the establishment of all links, buttons and banners placed pursuant to this Agreement. Links from one party's Site to the other party's Site shall in no way alter the look, feel or functionality of the linked Site.

         2.2.  CHANGES AND CANCELLATIONS. Any cancellations or change orders must be made in writing and acknowledged by drkoop.com. Sponsor shall not be required to change Sponsor Advertising Content more often than once per month. Sponsor shall provide drkoop.com with Sponsor Advertising Content artwork at least five business days in advance of the publication date.

         2.3.  STATISTICS. Drkoop.com shall provide Sponsor with Sponsor usage reports on a monthly basis. Sponsor shall have the right to use such data for its internal business purposes, but may not provide such data for use by third parties. Such reports shall contain substantially the same types of information delivered to other of drkoop.com's similarly situated partners, which reports will include information regarding impressions, clickthroughs and any information known about the users of such areas in aggregate form.

         2.4.  PUBLICATION ERROR. In the event of a publication error in the Sponsor Advertising Content arising exclusively from the fault of drkoop.com, Sponsor shall notify drkoop.com of such error and drkoop.com will use reasonable efforts to promptly correct the error. _____________________________ * * *    Certain information on this page has been omitted and filed          separately with the Securities and Exchange Commission. Confidential          treatment has been requested with respect to the omitted portions.

                                       3

           2.5.  PAYMENT.

               2.5.1.  FEES. The fee for the placements and other rights provided under this Agreement for the Initial Term (as defined below) is * * * is payable within * * * of the date of this Agreement, with the balance of such fee payable by Sponsor in * * * consecutive equal installments of * * * payable by the * * * of the Initial Term commencing * * * following * * * the Launch Date (as defined below).

               2.5.2.  TAXES. Sponsor shall be responsible for the collection of any and all value added, consumption, sales, use or similar taxes and fees payable with respect to all sales made on the Sponsor Website.

                                 ARTICLE III.                                OWNERSHIP OF DATA

         3.1.  USER DATA. Drkoop.com requests its users (Individual Users), to provide personal information when they sign up for certain services including requesting information on a specific disease, chat rooms and forums (User Data). Such User Data is owned by each Individual User and drkoop.com does not use or disclose any such User Data without the consent of the Individual User.

         3.2.  DATA RELEASE TO SPONSOR. Drkoop.com shall provide to Sponsor any and all User Data for which the Individual User has specifically authorized release to Sponsor. In the event that an Individual User grants rights to Sponsor for use of his User Data, Sponsor shall use its best efforts to keep User Data confidential and shall only use such data in an ethical manner. Sponsor may use User Data for its owns purposes, but User Data may not be disclosed, sold, assigned, leased or otherwise disposed of to third parties by Sponsor.

         3.3.  DATA CONFIDENTIALITY. The User Data shall be drkoop.com Confidential Information under Article 5 and shall in addition be subject to the





terms of this Article 3. Sponsor shall be liable for the conduct of its employees, agents and representatives who in any way breach this Amendment. Sponsor's obligations to treat the User Data as Confidential Information under Article 5 and this Article 3 shall continue in perpetuity following termination of this Amendment.

         3.4.  SPONSOR USER DATA. All users on the Sponsor Website, including, users linked to the Sponsor Website from the drkoop.com Website, will be deemed to be customers of Sponsor. Accordingly, all rules, policies and operating procedures of Sponsor concerning customer orders, customer service and sales will apply to those customers. Sponsor may change its policies and operating procedures at any time. Sponsor will determine the prices to be charged for products and other merchandise sold on the Sponsor Website in accordance with its own pricing policies.

____________________ * * *    Certain information on this page has been omitted and filed          separately with the Securities and Exchange Commission. Confidential          treatment has been requested with respect to the omitted portions.

                                       4

  Prices and availability on the Sponsor Website may vary from time to time. Notwithstanding Section 3.3, the parties hereto hereby agree that title to any user information of any users on the Sponsor Website, including but not limited to the name, address and e-mail address of users, obtained by Sponsor from such users shall be owned by the Sponsor. The parties hereto agree that pursuant to this Section 3 they may each collect and own similar information from and with respect to individuals who visit each of their Sites.

                                  ARTICLE IV.                                    LICENSES

         4.1.  LICENSES.

               4.1.1.  Subject to the terms and conditions hereof, Sponsor hereby represents and warrants that it has the power and authority to grant, and does hereby grant to drkoop.com a non-exclusive, non-transferable, royalty-free, worldwide license to reproduce and display all logos, trademarks, trade names and similar identifying material relating to Sponsor (the Sponsor Marks) solely in connection with the promotion, marketing and distribution of the parties and the Sites in accordance with the terms hereof, provided, however, that drkoop.com shall, other than as specifically provided for in this Agreement, not make any specific use of any Sponsor Mark without first submitting a sample of such use to Sponsor and obtaining its prior consent, which consent shall not be unreasonably withheld. The foregoing license shall terminate upon the effective date of the expiration or termination of this Agreement.

               4.1.2.  Subject to the terms and conditions hereof, drkoop.com hereby represents that it has the power and authority to grant, and does hereby grant to Sponsor a non-exclusive, non-transferable, royalty-free, worldwide license to reproduce and display all logos, trademarks, trade names and similar identifying material relating to drkoop.com and, solely as allowed pursuant to this Agreement, to the Dr. C. Everett Koop name (collectively, the drkoop.com Marks) solely in connection with the promotion, marketing and distribution of the parties and the Sites in accordance with the terms hereof, provided, however, that Sponsor shall, other than as specifically provided for in Section 4.4 of this Agreement, not make any specific use of any drkoop.com Marks without first submitting a sample of such use to drkoop.com and obtaining its prior consent, which consent shall not be unreasonably withheld. The foregoing license shall terminate upon the effective date of the expiration or termination of this Agreement.

         4.2.  INTELLECTUAL PROPERTY OWNERSHIP. Each party shall retain all right, title, and interest (including all copyrights, patents, service marks, trademarks and other intellectual property rights) in its Site. Except for the license granted pursuant to this Agreement, neither party shall acquire any interest in the other party's Site or any other services or materials, or any copies or portions thereof, provided by such party pursuant to this Agreement.

         4.3.  REMOVAL OF MATERIALS. Each party reserves the right to reject or remove any content, information, data, logos, trademarks and other materials (collectively, Materials) provided by the other from its servers at any time if, in its reasonable opinion, it believes that any such Materials infringe any third-party intellectual property right, are libelous or invade the privacy or violate other rights of any person, violate applicable laws or regulations, or jeopardize

                                       5

  the health or safety of any person. Each party will use reasonable efforts to contact the other prior to removing any of its Materials from its servers and will work with the other to resolve the issue as quickly as possible.

         4.4.  USE OF NAME AND LIKENESS. Sponsor shall not have any right to use the name and/or likeness of Dr. C. Everett Koop or to make any statements, whether written or oral, which state or otherwise imply, directly or indirectly, any endorsement from or affiliation with Dr. C. Everett Koop in any manner whatsoever without the prior written consent of drkoop.com, which consent may be withheld in drkoop.com's sole discretion. Notwithstanding the foregoing, Sponsor is hereby authorized during the Term to use the logo and tag lines set forth on Exhibit D, on its Site, in its catalogs and in its stores in connection with its marketing and promotion efforts, in each case in accordance with the terms of





this Agreement and subject to the reasonable approval of drkoop.com. Sponsor is hereby authorized to place such logo and any one of such tag lines on its Site, in its stores and in its catalogs in accordance with the terms of this Agreement.

                                  ARTICLE V.                                 CONFIDENTIALITY

         5.1.  CONFIDENTIALITY. For the purposes of this Agreement, Confidential Information means non-public information about the disclosing party's business or activities that is proprietary and confidential, which shall include, without limitation, all business, financial, technical and other information of a party marked or designated confidential or by its nature or the circumstances surrounding its disclosure should reasonably be regarded as confidential. Confidential Information includes not only written or other tangible information, but also information transferred orally, visually, electronically or by any other means. 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.

         5.2.  EXCLUSIONS. Each party agrees (i) that it will not disclose to any third party 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.

         5.3.  EXCEPTIONS. 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, provided, however, that with respect to filing obligations under the securities laws, each party will, to the extent that it is required to file this Agreement, file this Agreement in redacted form reasonably approved by the other party prior to such filing or (ii) on a need-to-know basis under an obligation of confidentiality to its legal counsel, accountants, banks and other financing sources and their advisors. Except as set forth in

                                       6

  this Section 5.3, the terms and conditions of the Agreement will be deemed to be the Confidential Information of each party and will not be disclosed without the prior written consent of the other party.

         5.4.  SPONSOR ADVERTISING CONTENT. drkoop.com hereby confirms and agrees that during the Term Sponsor shall be able to serve up its own advertising using NetGravity software and tags, and that drkoop.com shall not do anything which would interfere or hamper such serving. Notwithstanding anything in this Agreement, all information regarding Sponsor Advertising Content (including Sponsor banner advertisements and e-commerce tiles), including all users viewing and clicking information with respect thereto, shall be deemed to be Confidential Information of Sponsor (collectively, Sponsor Confidential Advertising Information). To the extent that in connection with drkoop.com's advertising efforts, or otherwise, any third party may or will receive any Sponsor Confidential Advertising Information from or through drkoop.com, drkoop.com agrees that prior to such third party receiving any such information drkoop.com will enter into an agreement with such third party pursuant to which such third party will agree to keep any such Sponsor Confidential Advertising Information received by such third party confidential to the same extent as drkoop.com is required to keep such information confidential under the Agreement. To the extent that any third party breaches any such agreement of confidentiality with drkoop.com, drkoop.com hereby agrees to enforce its rights and pursue its remedies under such agreement to the fullest extent permitted by law, including seeking equitable relief, * * *.

                                  ARTICLE VI.                 REPRESENTATIONS AND WARRANTIES; INDEMNIFICATION

         6.1.  SPONSOR WARRANTY. Sponsor represents and warrants for the benefit of drkoop.com that the Sponsor Advertising Content and Sponsor Marks are true and correct and do not and will not for the Term infringe upon or violate: (i) any intellectual property rights, including any copyright or trademark rights, of any third party and do not and will not constitute a defamation or invasion of the rights of privacy or publicity of any kind of any third party, (ii) any applicable law, regulation or non-proprietary third-party right. Sponsor further represents and warrants for the benefit of drkoop.com that the Sponsor Advertising Content does not contain any material which is unlawful, harmful, abusive, hateful, obscene, threatening or defamatory and Sponsor is not an entity or an affiliate of any entity which engages in the manufacture or wholesale distribution of tobacco or tobacco products (such activities are collectively referred to herein as Tobacco Industry Affiliation).

         6.2.  DRKOOP.COM WARRANTY. Drkoop.com represents and warrants for the benefit of Sponsor that the drkoop.com Marks are true and correct and do not and will not for the Term infringe upon or violate: (i) any intellectual property rights, including any copyright or

____________________ * * *    Certain information on this page has been omitted and filed          separately with the Securities and Exchange Commission. Confidential          treatment has been requested with respect to the omitted portions.





                                       7

  trademark rights, of any third party and do not and will not constitute a defamation or invasion of the rights of privacy or publicity of any kind of any third party, (ii) any applicable law, regulation or non-proprietary third-party right. Drkoop.com further represents and warrants for the benefit of Sponsor that the drkoop.com Marks do not contain any material which is unlawful, harmful, abusive, hateful, obscene, threatening or defamatory, and drkoop.com has the right to license the drkoop.com Marks, including the Dr. C. Everett Koop name (to the extent licensed under this Agreement), in accordance with the terms of this Agreement.

         6.3.  INDEMNIFICATION. Each party hereby agrees to indemnify and hold harmless the other party and its subsidiaries and affiliates, and their respective directors, officers, employees, agents, shareholders, partners, members and other owners, against any and all claims, actions, demands, liabilities, losses, damages, judgments, settlements, costs and expenses (including reasonable attorneys' fees) (any or all of the foregoing hereinafter referred to as Losses) insofar as such Losses (or actions in respect thereof) arise out of or are based on (i) the breach of any representation or warranty set forth in Articles 4, 5 or 6, (ii) any breach by it of the licenses granted by it hereunder; (iii) the use by it of any trademarks or Content other than in accordance with the terms hereof; * * *. For purposes herein, Content shall mean, with respect to each party, the proprietary content delivered by such party to the other party pursuant to this Agreement, including, Sponsor Advertising Content, but only to the extent that such content is not altered by the receiving party, and the proprietary content contained on such party's Site, and shall include only that content created by such party, its employees or other persons contractually bound to such party to create such content. The foregoing obligations are contingent upon the indemnified party: (i) promptly notifying the indemnifying party of any claim, suit, or proceeding for which indemnity is claimed; (ii) cooperating reasonably with the indemnifying party at the latter's expense; and (iii) allowing the indemnifying party to control the defense or settlement thereof. The indemnified party will have the right to participate in any defense of a claim and/or to be represented by counsel of its own choosing at its own expense.

                                 ARTICLE VII.                             LIMITATION OF LIABILITY

         7.1.  WARRANTY. Drkoop.com will use commercially reasonable efforts to maintain the drkoop.com Website available and display the Sponsor Advertising Content twenty four hours per day each day during the term of the Agreement. Drkoop.com shall install and maintain a commercially acceptable system of collecting information about impressions and other data relating to the use of the Sponsor Advertising Content. Drkoop.com warrants to Sponsor that it will make reasonable effort to perform under this agreement in a competent manner. * * *

         7.2.  DISCLAIMER. Each party will be solely responsible for the development, operation and maintenance of its Site and for all materials that appear on its Site. Such

____________________ * * *    Certain information on this page has been omitted and filed          separately with the Securities and Exchange Commission. Confidential          treatment has been requested with respect to the omitted portions.

                                       8

  responsibilities include, but are not limited to: (i) the technical operation of its Site and all related equipment; (ii) the accuracy and appropriateness of materials posted on its Site; (iii) for ensuring that materials posted on its Site do not violate any law, rule or regulation, including all FDA requirements, or infringe upon the rights of any third party (including, for example, copyright, trademarks, privacy or other personal or proprietary rights); and (iv) for ensuring that materials posted on its Site are not libelous or otherwise illegal. Each party disclaims all liability for all such matters with respect to the other party's Site. Except for the foregoing, or as otherwise specifically set forth in this Agreement, neither party makes any representations, warranties or guarantees of any kind, either express or implied (including, without limitation, any warranties of merchantability or fitness for a particular purpose), with respect to their respective Sites, or the functionality, performance or results of use thereof, or otherwise in connection with this Agreement.

         7.3.  EXCLUSION OF WARRANTY. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, NEITHER PARTY MAKES ANY WARRANTY TO THE OTHER PARTY IN CONNECTION WITH THE SUBJECT MATTER OF THIS AGREEMENT AND EACH PARTY HEREBY DISCLAIMS ANY AND ALL WARRANTIES WITH REGARD TO ITS SITE AND SERVICES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, ANY WARRANTY OF NONINFRINGEMENT AND THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. IN PARTICULAR, AND NOT BY WAY OF LIMITATION, NEITHER PARTY WARRANTS THAT ITS SITE WILL OPERATE ERROR-FREE OR WITHOUT INTERRUPTION.

         7.4.  DAMAGES. EXCEPT AS SET FORTH IN SECTION 6.3, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES ARISING OUT OF THIS AGREEMENT OR ITS TERMINATION, WHETHER LIABILITY IS ASSERTED IN CONTRACT, TORT (INCLUDING NEGLIGENCE) STRICT LIABILITY OR OTHERWISE AND IRRESPECTIVE OF WHETHER SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF ANY SUCH LOSS OR DAMAGE. * * *

                                 ARTICLE VIII.                              TERM AND TERMINATION





         8.1.  TERM; TERMINATION.

               8.1.1. The initial term (the Initial Term; and together with all extensions and renewals, the Term) will begin on the date set forth above * * * (the Launch Date) on which: (i) each of the Sponsor Areas of the drkoop.com Website are operational in accordance with the terms of this Agreement (other than the e-commerce tile placements); and (ii) the links to the

____________________ * * *    Certain information on this page has been omitted and filed          separately with the Securities and Exchange Commission. Confidential          treatment has been requested with respect to the omitted portions.

                                       9

  Sponsor Website or Vitamin Buzz contained in the Sponsor logos or the Sponsor banner advertisements are established in accordance with the terms of this Agreement, subject to earlier termination as set forth in this Agreement. If the Launch Date has not occurred by August 31, 1999, Sponsor shall, in its sole discretion, be entitled to terminate this Agreement without any liability and receive a full refund of all amounts paid by Sponsor to drkoop.com pursuant to this Agreement prior to the date of such termination.

               * * *

         8.2.  TERMINATION FOR TOBACCO INDUSTRY AFFILIATION. Upon commencing any activities relating to Tobacco Industry Affiliation (as defined in Section 6.1), Sponsor shall promptly notify drkoop.com of its intent to undertake Tobacco Industry Affiliation. Upon receipt of such notice or upon learning of any such Tobacco Industry Affiliation from a third party, drkoop.com shall have the right to terminate this Agreement immediately on written notice to Sponsor without liability of any kind.

         8.3.  TERMINATION FOR GARNISHMENT. * * * Additionally, in the event that either party undertakes any action or fails to undertake any action, which the other party reasonably believes tarnishes the high quality of its name or trademarks, including, with respect to drkoop.com, the Dr. Koop name, the other party shall have the right to terminate this agreement upon ten (10) days' written notice to the other party, provided that such action or inaction is not cured to the reasonable satisfaction of the terminating party within such ten day period.

         8.4.  TERMINATION FOR CAUSE. Either party may terminate this Agreement upon thirty (30) days' written notice of a breach by the other party, provided such breach is not cured within such thirty-day period.

         8.5.  TERMINATION BY INSOLVENCY. Either party may terminate this Agreement by providing written notice to the other party if the other party ceases to function as a going concern, becomes insolvent, makes an assignment for the benefit of creditors, files a petition in bankruptcy, permits a petition in bankruptcy to be filed against it, or admits in writing its inability to pay its debts as they mature, or if a receiver is appointed for a substantial part of its assets.

         8.6.  SURVIVAL. The following Sections shall survive termination of this Agreement: Article 5 (Confidentiality), Article 6 (Representations, Warranties and Indemnification), Article 7 (Limitation of Liability), and Article 9 (General).

____________________ * * *    Certain information on this page has been omitted and filed          separately with the Securities and Exchange Commission. Confidential          treatment has been requested with respect to the omitted portions.

                                       10

                                    ARTICLE IX.                                     GENERAL

         9.1.  PUBLICITY. Except as may be required by applicable laws and regulations or a court of competent jurisdiction, or as required to meet credit and financing arrangements, or as required or appropriate in the reasonable judgment of either party to satisfy the disclosure requirements of an applicable securities law or regulation or any applicable accounting standard, neither party shall make any public release respecting this Agreement and the terms hereof without the prior consent of the other party.

         9.2.  ARBITRATION. Any and all disputes, controversies and claims arising out of or relating to this Agreement or concerning the respective rights or obligations of the parties hereto shall be settled and determined by arbitration in the defending parties home forum before one (1) arbitrator pursuant to the Commercial Rules then in effect of the American Arbitration Association. Each party shall have no longer than three (3) days to present its position. Judgment upon the award rendered may be entered in any court having jurisdiction or application may be made to such court for a judicial acceptance of the award and an order of enforcement. The parties agree that the arbitrators shall have the power to award damages, injunctive relief and reasonable attorneys' fees and expenses to any party in such arbitration.

         9.3.  ASSIGNMENT. Neither party may assign this Agreement, in whole or in part, without the other party's written consent, which consent will not be unreasonably withheld, except that: (a) a party's rights and obligation hereunder may be transferred to a successor of all or substantially all of the





business and assets of the party regardless of how the transaction or series of related transactions is structured, provided, that the successor party agrees to be bound by all of the terms and conditions of this Agreement; and (b) Sponsor may assign its rights and obligations under this Agreement to any entity (i) which operates the Sponsor Website and (ii) which agrees to bound by all of the terms and conditions of this Agreement.

         9.4.  GOVERNING LAW. This Agreement shall be construed and enforced in accordance with the laws of the State of Delaware, but without giving effect to its laws or rules relating to conflicts of laws.

         9.5.  NOTICE. All notices, statements and reports required or permitted by this Agreement shall be in writing and deemed to have been effectively given and received: (i) five (5) business days after the date of mailing if sent by registered or certified U.S. mail, postage prepaid, with return receipt requested; (ii) when transmitted if sent by facsimile, provided a confirmation of transmission is produced by the sending machine and a copy of such facsimile is promptly sent by another means specified in this section; or (iii) when delivered if delivered personally or sent by express courier service. Notices shall be addressed as follows:

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           For drkoop.com:                          For Sponsor:

         drkoop.com.                              Vitamin Shoppe Industries,                                                    Inc.          Personal Medical Records, Inc.           4700 Westside Avenue          8920 Business Park Drive                 North Bergen, New Jersey 07047          Austin, TX 78759                         Attn: Ms. Miriam Nesheiwat          Attn: Chief Financial Officer            Fax: 201-583-1834          Fax:   512-726-5130                      Email: mnesh@vitaminshoppe.com          Email: gsears@drkoop.com

                                              With a copy to:                                                   H. Leigh Feldman                                                   Robinson Silverman Pearce                                                     Aronsohn & Berman LLP                                                   1290 Avenue of the Americas                                                   32nd Floor                                                   New York, NY 10104                                                   Fax: 212-541-1492                                                   Email: feldman@rspab.com

Either party may change its address for the purpose of this paragraph by notice given pursuant to this paragraph

         9.6.  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.

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

         9.8.  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.

         9.9.  COUNTERPARTS. This Agreement may be signed in counterparts which, when signed, shall constitute one document.

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           IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed and delivered as of the day and year first above written.

                                            drkoop.com, inc.

                                            By:______________________________                                                Name:                                                Title:

                                           VITAMIN SHOPPE INDUSTRIES, INC.

                                            By:______________________________                                                Name:                                                Title:

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                                  SCHEDULE 1.2(I)                              SCREEN SHOT MOCK-UPS

[ATTACHED]

                                     EXHIBIT A                               DIRECT COMPETITORS





* * *

____________________ * * *    Certain information on this page has been omitted and filed          separately with the Securities and Exchange Commission. Confidential          treatment has been requested with respect to the omitted portions.

                                     EXHIBIT B                          FORM OF HEALTHLINKS AGREEMENT

[ATTACHED]

                                     EXHIBIT C                           ADVERTISING SPECIFICATIONS

File Formats

Naming Convention: (lowercase only, 8.3)

Alternate Text: Use ALT tag; ten words or less

Image Dimensions :

Sponsor Banner: 468 pixels by 60 pixels, 234 pixels by 60 pixels, 120 pixels by 60 pixels

Image File Format: [GIF/JPEG]

Image File Size: 12 k maximum file size

File Names:Use Sponsor name.: [Sponsor].gif]

Delivery of GIFs

Email - mbaehr@drkoop.com.com, cc: gsears@drkoop.com.com

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                                     EXHIBIT D                            DRKOOP.COM CORPORATE LOGO

[LOGO ATTACHED]

The Vitamin Shoppe is the proud exclusive vitamin sponsor of drkoop.com.

The Vitamin Shoppe is a proud sponsor of drkoop.com, the Trusted Health Network, led by Dr. C. Everett Koop.

The Vitamin Shoppe is a proud sponsor of drkoop.com, the Trusted Health Network, led by Dr. C. Everett Koop.
answer:
Highlight the parts (if any) of this contract related to Cap On Liability that should be reviewed by a lawyer. Details: Does the contract include a cap on liability upon the breach of a party’s obligation? This includes time limitation for the counterparty to bring claims or maximum amount for recovery.


question:
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
answer:
Highlight the parts (if any) of this contract related to Covenant Not To Sue that should be reviewed by a lawyer. Details: Is a party restricted from contesting the validity of the counterparty’s ownership of intellectual property or otherwise bringing a claim against the counterparty for matters unrelated to the contract?


question:
EXHIBIT 10.3

NETZEE, INC.

MAINTENANCE AGREEMENT

This Agreement provides for Continued Service and for Netzee to provide basic maintenance in support following expiration of the initial one (1) year term of the License/Services Schedule.

The Continued Service provided by Netzee will be the operation, maintenance, and support of the computer systems, software and interfaces included in the System.

Bankers Bank agrees to pay fees equal to $40 per month for all Participating Banks (original or added) for which maintenance is provided.

The maintenance is for a period of one (1) year commencing upon expiration of the initial one (1) year term of the License/Services Schedule. Following the completion of such maintenance term, Bankers Bank may, at its option, renew maintenance for subsequent periods of one (1) year each, subject to adjustments proposed by Netzee not to exceed 5% at least sixty (60) days in advance of the applicable renewal date.

Maintenance provided by Netzee during the term of this Agreement shall include (1) standard maintenance upgrades and modifications offered by Netzee to its customers generally, standard maintenance upgrades and modifications offered by Netzee to its customers generally, and for such purpose Netzee will use commercially reasonable efforts to make and include (without limitation) as such modifications changes and upgrades necessary to comply with generally applicable industry and regulatory requirements of which it is notified (2) 5x12 call-in support between hours of 6:30 a.m. and 6:30 p.m. Eastern Time Monday through Friday, (3) in the event of material discrepancies between the Services as provided and the specifications for such Services (which shall be furnished in reasonably acceptable form), reasonable effort (in relation to importance, impact, and scheduled development plans) to correct those discrepancies, and (4) availability of basic Services with at least 99% uptime between 4:00 a.m Monday and 7:00 p.m. Friday and between 8:00 a.m. Saturday and 2:00 p.m. Saturday Eastern Time, exclusive of outages caused by off-peak prescheduled maintenance or causes beyond Netzee's reasonable control (including third-party equipment or communications).

THIS MAINTENANCE AGREEMENT IS GOVERNED BY, AND SHALL BE SUBJECT TO, THE TERMS AND CONDITIONS OF THE MASTER AGREEMENT BETWEEN NETZEE AND BANKERS BANK, INCLUDING THE LIMITED WARRANTY AND DISCLAIMER AND LIMITATIONS OF LIABILITY PROVIDED THEREIN. SUCH TERMS AND CONDITIONS ARE HEREBY AFFIRMED BY BOTH PARTIES AND INCORPORATED BY REFERENCE IN THIS MAINTENANCE AGREEMENT, INCLUDING, WITHOUT LIMITATION, ALL LICENSES GRANTED OR EXERCISABLE THEREUNDER.

COMMENCEMENT DATE FOR MAINTENANCE UNDER THIS ADDENDUM:  MARCH 1, 2001

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IN WITNESS WHEREOF, the undersigned duly authorized representatives of the parties hereto have made and entered in this Agreement.

NETZEE, INC.                                THE BANKERS BANK, a Georgia                                             banking corporation

By:      /s/ Richard S. Eiswirth            By:       /s/ Kevin Tweddle          ------------------------                     --------------------------

Name:      Richard S. Eiswirth              Name:       Kevin Tweddle          ------------------------                     -------------------------- Title:       SEVP & CFO                     Title:         SVP & CFO          ------------------------                     --------------------------

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answer:

Highlight the parts (if any) of this contract related to Price Restrictions that should be reviewed by a lawyer. Details: Is there a restriction on the  ability of a party to raise or reduce prices of technology, goods, or  services provided?